AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2002

                                                       REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM F-3
                             ---------------------
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                           COMPANHIA VALE DO RIO DOCE
             (Exact name of Registrant as specified in its charter)
                         VALLEY OF THE RIO DOCE COMPANY
                (Translation of Registrant's name into English)
                             ---------------------


                                                                            
     FEDERATIVE REPUBLIC OF BRAZIL                         1011                                     NONE
    (State or other jurisdiction of            (Primary Standard Industrial         (I.R.S. Employer Identification No.)
     incorporation or organization)            Classification Code Number)


                             ---------------------
                          AVENIDA GRACA ARANHA, NO. 26
                      20005-900 RIO DE JANEIRO, RJ, BRAZIL
                               (55-21) 3814-4540
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                             ---------------------
                             RIO DOCE AMERICA INC.
                              114 WEST 47TH STREET
                            NEW YORK, NEW YORK 10036
                                 (212) 626-9800
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                                   COPIES TO:


                                                                            
             JOSEPH A. HALL                         ANDREW B. JANSZKY                        WHITNEY DEBEVOISE
         DAVIS POLK & WARDWELL                     SHEARMAN & STERLING                        ARNOLD & PORTER
          450 LEXINGTON AVENUE                     599 LEXINGTON AVENUE                     555 12TH STREET N.W.
        NEW YORK, NEW YORK 10017                 NEW YORK, NEW YORK 10022                  WASHINGTON, D.C. 20004
             (212) 450-4000                           (212) 848-4000                           (202) 942-5000


                             ---------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the Registration Statement becomes effective.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), please check the following box.  [ ]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

    If this Form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE



---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
           TITLE OF EACH CLASS OF                 AMOUNT BEING        OFFERING PRICE         AGGREGATE           REGISTRATION
         SECURITIES BEING REGISTERED             REGISTERED(1)         PER UNIT(2)         OFFERING PRICE            FEE
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Common Shares, no par value per share(3).....      49,088,317             $22.39           $1,099,099,912          $101,118
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------


(1) Includes 33,570,471 shares to be offered and sold in the United States,
    5,241,172 shares to be offered and sold elsewhere outside the United States
    but that may be sold or resold in the United States as part of the
    distribution covered hereby and 10,276,674 shares subject to the
    underwriters' overallotment option. Offers and sales of shares outside the
    United States are being made pursuant to Regulation S under the Securities
    Act and are not covered by this Registration Statement. A portion of the
    shares will be represented by American depositary shares.

(2) Estimated solely for the purpose of computing the registration fee pursuant
    to Rule 457 under the Securities Act, based on a closing price of R$54.30
    per common share on the Sao Paulo Stock Exchange on January 28, 2002 and an
    exchange rate of R$2.425 - $1.00 the commercial market exchange rate on
    January 28, 2002.

(3) A Registration Statement for the registration of American depositary shares
    evidenced by American depositary receipts issuable upon deposit of the
    common shares registered hereby is being filed separately.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                             SUBJECT TO COMPLETION

                 PRELIMINARY PROSPECTUS DATED FEBRUARY 5, 2002

PROSPECTUS

                                    AMERICAN DEPOSITARY SHARES

                                [COMPANHIA LOGO]

                           COMPANHIA VALE DO RIO DOCE
                        (VALLEY OF THE RIO DOCE COMPANY)

                         EACH AMERICAN DEPOSITARY SHARE
                          REPRESENTS ONE COMMON SHARE
                             ----------------------

     The Federative Republic of Brazil and Banco Nacional de Desenvolvimento
Economico e Social-BNDES, the selling shareholders, are each selling 34,255,582
common shares, for a total of 68,511,164 common shares, in a global offering.
BNDES is Brazil's national bank for economic and social development. A portion
of these shares will be in the form of American depositary shares, each
representing one common share. The offered shares represent 27.4% of our voting
capital and 17.6% of our total capital. We will not receive any proceeds from
this offering.

     The underwriters are offering            American depositary shares
initially in the United States, Canada, the United Kingdom and certain other
jurisdictions. At the same time, the selling shareholders are conducting an
offering           common shares to retail and institutional investors in
Brazil.

     The principal trading market for the common shares is the Sao Paulo stock
exchange, known as BOVESPA. The common shares trade on BOVESPA under the symbol
"VALE3." On January 31, 2002, the closing sale price for the common shares on
BOVESPA was R$51.20, or US$22.30 per common share. We have applied to list the
American depositary shares on the New York Stock Exchange under the symbol
"RIO."

     INVESTING IN AMERICAN DEPOSITARY SHARES OR COMMON SHARES INVOLVES RISKS
THAT ARE DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 10 OF THIS
PROSPECTUS.



                                                             PER AMERICAN
                                                           DEPOSITARY SHARE    TOTAL
                                                           ----------------   -------
                                                                        
Public offering price....................................      U.S.$          U.S.$
Underwriting discount....................................      U.S.$          U.S.$
Proceeds, before expenses, to the selling shareholders...      U.S.$          U.S.$


     The underwriters may also purchase up to an additional 10,276,674 shares in
the form of American depositary shares from the selling shareholders on a pro
rata basis at the public offering price, less the underwriting discount, within
30 days from the date of this prospectus to cover overallotments.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

     The American depositary shares will be ready for delivery on or about
               , 2002.
                             ----------------------

                           Joint Global Coordinators
MERRILL LYNCH & CO.                                          ABN AMRO ROTHSCHILD
     Sole Book-Running Manager
                             ----------------------

MERRILL LYNCH & CO.                                      ABN AMRO ROTHSCHILD LLC
                             ----------------------

             The date of this prospectus is                , 2002.


                               TABLE OF CONTENTS


                                      
CERTAIN TERMS AND CONVENTIONS..........    i
PRESENTATION OF FINANCIAL
  INFORMATION..........................   ii
PRESENTATION OF INFORMATION CONCERNING
  RESERVES.............................   ii
PROSPECTUS SUMMARY.....................    1
RISK FACTORS...........................   10
FORWARD-LOOKING STATEMENTS.............   18
USE OF PROCEEDS........................   18
MARKET INFORMATION.....................   19
DIVIDEND POLICY........................   22
EXCHANGE RATES.........................   24
CAPITALIZATION.........................   25
SELECTED CONSOLIDATED FINANCIAL DATA...   26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS...........................   29
IRON INDUSTRY OVERVIEW.................   51
BUSINESS...............................   61
MANAGEMENT.............................  103
MAJOR AND SELLING SHAREHOLDERS.........  109
RELATED PARTY TRANSACTIONS.............  115
DESCRIPTION OF CAPITAL STOCK...........  116
DESCRIPTION OF AMERICAN DEPOSITARY
  SHARES...............................  124
TAXATION...............................  132
UNDERWRITING...........................  138
LEGAL MATTERS..........................  142
EXPERTS................................  143
ENFORCEMENT OF CIVIL LIABILITIES.......  143
WHERE YOU CAN FIND MORE INFORMATION....  144
INCORPORATION OF CERTAIN INFORMATION BY
  REFERENCE............................  144
MINING TERMS...........................  146
INDEX TO CONSOLIDATED FINANCIAL
  STATEMENTS...........................  F-1


                            ------------------------

     You should rely only on the information contained or incorporated by
reference in this prospectus. We and the selling shareholders have not, and the
underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. We and the selling shareholders are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information contained in this prospectus is accurate only as of the date on
the front cover of this prospectus. Our business, financial condition, results
of operations and prospects may have changed since that date.

     No offer or sale of American depositary shares may be made to the public in
Brazil.
                            ------------------------

                         CERTAIN TERMS AND CONVENTIONS

     As used in this prospectus,

     - "real," "reais" or "R$" refer to Brazilian reais (plural) and to the
       Brazilian real (singular), the official currency of Brazil.

     - "U.S. dollars," "dollars" or "US$" refer to United States dollars.

     - units refer to units in the metric system, e.g., tons refer to metric
       tons.

     When we use "CVRD Group," or personal pronouns such as "we" "us" or "our,"
we mean Companhia Vale do Rio Doce, its consolidated subsidiaries and its joint
ventures and other affiliated companies. References to "affiliated companies"
are to companies in which Companhia Vale do Rio Doce has a minority investment,
and exclude controlled affiliates that are consolidated for financial reporting
purposes.
                                        i


                     PRESENTATION OF FINANCIAL INFORMATION

     We have prepared our financial statements appearing in this prospectus in
accordance with generally accepted accounting principles in the United States
(U.S. GAAP), which differ in certain respects from accounting principles in
Brazil (Brazilian GAAP). Brazilian GAAP is determined by the requirements of Law
No. 6,404, dated December 15, 1976, as amended (the Brazilian Corporation Law),
and the rules and regulations of the Comissao de Valores Mobiliarios, or CVM,
the Brazilian Securities Commission. We publish financial statements in Brazil,
known as the Brazilian Corporation Law financial statements, and prepare them in
accordance with Brazilian GAAP. We use our Brazilian Corporation Law financial
statements for:

     - reports to Brazilian shareholders,

     - filings with the CVM,

     - determination of dividend payments, and

     - determination of tax liability.

     Our financial statements and the other financial information appearing in
this prospectus have been remeasured (translated) from Brazilian reais to U.S.
dollars on the basis explained in note 2(a) to our financial statements unless
we indicate otherwise.

     Some of the figures included in this prospectus have been rounded.

                PRESENTATION OF INFORMATION CONCERNING RESERVES

     The estimates of proven and probable reserves at mines within the CVRD
Group and the estimates of mine life, at December 31, 2000, included in this
prospectus have been calculated according to the technical definitions required
by the U.S. Securities and Exchange Commission, as described in "Mining Terms."
We have derived estimates of mine life described in this prospectus from those
reserve estimates.

     The National Mineral Research Department, Departamento Nacional de Pesquisa
Mineral, or DNPM, compiles domestic and foreign mining reserve estimates using
criteria which may differ from technical definitions required by the Commission.
We have adjusted ore reserve estimates for extraction losses and metallurgical
recoveries during extraction.

                                        ii


                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary does not contain all of the information you should consider before
investing in our American depositary shares. You should read this entire
prospectus carefully, especially the risks of investing in our American
depositary shares discussed under "Risk Factors" and the consolidated financial
statements and related notes beginning on page F-1, before making an investment
decision.

                                  OUR COMPANY

     We are one of the world's largest producers and exporters of iron ore. We
are the largest diversified mining company in the Americas by market
capitalization and one of the largest companies in Brazil. We hold exploration
claims that cover 7.0 million hectares (17.3 million acres). We operate two
large railway systems that are integrated with our mining operations and that,
taken together, transported approximately 58.5% of the rail tonnage shipped in
Brazil in the first nine months of 2001. Through joint ventures, we have major
investments in the production of aluminum.

     For the nine months ended September 30, 2001, we had consolidated gross
operating revenues of US$3,132 million, 61.8% of which were attributable to
sales of iron ore and pellets, 15.9% of which were attributable to third-party
transportation, 7.2% of which were attributable to sales of aluminum sector
products and 3.2% of which were attributable to sales of gold. For the nine
months ended September 30, 2001, we recorded consolidated operating income of
US$716 million and consolidated net income of US$597 million. Our equity in
results of affiliates and joint ventures and provisions for losses on equity
investments in aggregate totaled a loss of US$44 million over that period.

     For the year ended December 31, 2000, we had consolidated gross operating
revenues of US$4,069 million, 53.5% of which were attributable to sales of iron
ore and pellets, 18.7% of which were attributable to third-party transportation,
8.9% of which were attributable to sales of aluminum sector products and 3.8% of
which were attributable to sales of gold. For the year ended December 31, 2000,
we recorded consolidated operating income of US$944 million and consolidated net
income of US$1,100 million. Our equity in results of affiliates and joint
ventures and provisions for losses on equity investments in aggregate totaled
US$329 million over that period.

     Our main lines of business are mining, logistics and energy and are
generally grouped according to the business segments below:

     - ferrous minerals: comprised of iron ore, pellets as well as manganese and
       ferro alloys businesses,

     - non-ferrous minerals: comprised of gold, kaolin, potash and copper
       businesses,

     - logistics: comprised of railroads, ports and terminals and shipping
       businesses,

     - energy: comprised of power generation businesses, and

     - holdings: comprised of aluminum, steel, fertilizers and e-commerce
       businesses.

     MINING.  Our primary mining activities involve iron ore. We operate two
world-class integrated systems in Brazil for producing and distributing iron
ore, each consisting of mines, railroads and port and terminal facilities. The
Southern System, based in the states of Minas Gerais and Espirito Santo,
contains aggregate estimated proven and probable iron ore reserves of
approximately 2.3 billion tons. The Northern System, based in the states of Para
and Maranhao, contains aggregate estimated proven and probable iron ore reserves
of approximately 1.2 billion tons. We also operate nine pellet producing
facilities, six of which are joint ventures with international partners. We have
a 50% stake in Samarco Mineracao S.A., in Ponta do Ubu, which owns and operates
two pelletizing plants.

     EXPLORATION ASSETS.  As part of our mineral prospecting and development
activities in Brazil, we have acquired extensive experience in exploration
techniques and processes specifically designed for use in tropical areas of the
world. Our current mineral exploration efforts are mainly in Brazil and focus on

                                        1


copper, gold, nickel, manganese, and kaolin. Expenditures for our mineral
exploration program were US$31 million in the first nine months of 2001 and
US$34 million in the first nine months of 2000. We currently hold claims to
explore approximately 7.0 million hectares (17.3 million acres).

     LOGISTICS.  In our logistics business, we provide our clients with various
forms of transportation and related support services, such as warehouse, port
and terminal services. We are a leading competitor in the Brazilian
transportation industry. Each of our iron ore complexes incorporates an
integrated railroad network linked to automated port and terminal facilities,
and is designed to provide iron ore, freight and passenger rail transportation,
bulk terminal storage and ship loading services to us and third parties. For the
nine months ended September 30, 2001, our railroads transported approximately
58.5% of the total freight tonnage transported by Brazilian railroads, or
approximately 125.9 million tons of cargo, of which 100.4 million tons were our
iron ore and pellets. Of the total amount transported, 48% was for third parties
and 52% was for ourselves. Our two wholly-owned railroads, the Vitoria-Minas
railroad and the Carajas railroad, serve primarily to transport our iron ore
products from interior mines to coastal port and terminal facilities. In
addition, the Vitoria-Minas railroad carries significant amounts of third party
cargo as well as passengers.

     ENERGY.  In 2001, energy became one of our core businesses. We currently
hold stakes in nine hydroelectric power plants (Igarapava, Porto Estrela, Funil,
Candonga, Aimores, Capim Branco I, Capim Branco II, Foz do Chapeco and Santa
Isabel), which have a total installed capacity of 3,364 MW. The Igarapava and
the Porto Estrela power plants started operations in September 1999 and
September 2001, respectively. Our remaining power generation projects are
scheduled to start operations within the next six years, except for Santa
Isabel, which does not have a scheduled date to start operations yet. Depending
on market conditions, the power generated by these plants will be sold in the
market and/or used for our own operations.

     ALUMINUM OPERATIONS.  Through joint ventures, our wholly owned subsidiary,
Aluvale, conducts major operations in the production of aluminum. They include
bauxite mining, alumina refining and aluminum metal smelting and trading.
Aluvale conducts its bauxite mining interests through its 40.0% interest in MRN,
which holds substantial bauxite reserves with a low strip ratio and high
recovery rate. MRN, one of the largest bauxite producers in the world, produced
11.2 million tons of bauxite in 2000 and 7.9 million tons of bauxite in the
first nine months of 2001. Aluvale currently holds a 50.3% voting interest in
our alumina refining joint venture, Alunorte, which has a nominal production
capacity of 1.5 million tons of alumina per year and produced 1.2 million tons
in the first nine months of 2001. Aluvale participates in two aluminum smelting
joint ventures, Albras, in which it has a 51.0% interest, and Valesul, in which
it has a 54.5% interest. These joint ventures have a combined production
capacity of 500,000 tons of aluminum per year, and produced a total of 322,000
tons of aluminum in the first nine months of 2001. Our integrated aluminum
operations rank among the largest in Latin America in terms of production
volume.

OUR STRENGTHS

     WORLD-CLASS IRON ORE OPERATIONS.  We are a leading producer and supplier of
iron ore to the world market and benefit from the following strengths in our
operations:

     - large resource base,

     - high quality iron ore deposits,

     - ability to produce a broad range of iron ore products,

     - production cost advantages, and

     - reliable delivery and customer service.

     WELL-POSITIONED TO MEET DEMAND IN A CHANGING STEEL INDUSTRY.  Ongoing
structural changes in the production of iron and steel have stimulated increased
demand for pellets as a proportion of the global iron

                                        2


ore and pellet market. We have developed substantial pellet production capacity
because we believe that the increase in pellet demand is a trend which will
continue.

     PIPELINE OF COPPER DEVELOPMENT PROJECTS.  We own 100% of the Sossego mine,
which is located in Carajas, and has a production capacity of 140,000 tons of
copper per year. In addition, we have joint venture interests in four Brazilian
copper development projects containing approximately 1.7 billion tons of mineral
deposits with a weighted average grade of 1.02%. We believe these projects
provide a strong foundation for our strategy of seeking a significant position
in the growing world copper market.

     LOW-COST INTEGRATED ALUMINUM ACTIVITIES.  We operate integrated aluminum
operations primarily through joint ventures, involving bauxite mining, alumina
refining and the production of primary aluminum. We have lower cash costs in the
production of primary aluminum than many of our competitors.

     STRONG POSITION IN MANGANESE ORE AND FERRO-ALLOYS.  We are the world's
second leading producer of manganese ore and third leading producer of manganese
ferro-alloys. We believe that our main manganese mine, Igarape do Azul, is the
world's lowest cash cost producer, and that we have lower cash costs in our
manganese mining operations than many of our competitors.

     INTEGRATED LOGISTICS BUSINESS.  We have extensive experience managing
complex logistics operations. We believe our transportation expertise should
improve the profitability and efficiency of the four railroads in which we
acquired ownership interests after our privatization, especially
Centro-Atlantica, which interconnects with our Vitoria-Minas railroad.

     FINANCIAL RESOURCES.  Our balance sheet and strong cash flows provide us
with the financial wherewithal to pursue growth and development opportunities.

     ENERGY.  We believe that we can successfully compete in the Brazilian
energy market, mainly because of our successful track record in implementing and
managing large projects and dealing with environmental protection issues. In
addition, the balance between supply and demand and the prospect of deregulation
of the Brazilian electricity industry starting as early as 2003 lead us to
believe that there is significant growth potential in this market.

OUR STRATEGY

     Since the first step of our privatization in 1997, we have become a more
efficient, diversified mining, logistics and energy company and are in the
process of divesting non-core assets that no longer have strategic importance
for us. Through organic, disciplined growth and selective acquisitions, we will
continually seek to develop our mining, logistics and energy capabilities and
increase scale while working to reduce costs. We aim to achieve earnings growth
and increase cash generation, while maximizing our return on capital employed
and the total return to our shareholders. We are focusing on our core businesses
of mining, logistics and energy to achieve these goals, by:

     MAINTAINING OUR LEADERSHIP POSITION IN THE WORLD IRON ORE MARKET.  In 2000,
we produced 15% of the world's iron ore, more than any other producer. In 2001,
we acquired Ferteco, which accounted for 3% of world iron ore production in
2000, and we acquired one half of Caemi, which accounted for 4% of world iron
ore production in 2000. We are committed to maintaining our position in the
world iron ore market by keeping close contact with our customers, focusing our
product line to capture industry trends and controlling costs. We believe that
our strong relationships with major customers, tailored product line and
logistical advantages will enable us to achieve this goal.

     EXPANDING OUR PELLETIZING FACILITIES TO ACCOMMODATE CURRENT MARKET
DEMANDS.  We believe that the growth in global demand for pellets will continue
to increase, at a rate faster than the growth rate of the overall iron ore
markets, and therefore we plan to continue investing in the development of this
dynamic segment of the iron ore market.

     GROWING OUR LOGISTICS BUSINESS.  We plan to focus on the physical and
commercial integration of our transportation assets, and also to take advantage
of new e-business technology. We believe that the quality
                                        3


of our railway assets and our many years of experience as a railroad and port
operator position us to take advantage of this market and establish ourselves as
a leading Brazilian logistics company serving both domestic and export markets.

     DEVELOPING OUR COPPER RESOURCES.  Global demand for copper has been growing
rapidly since the early 1990s and is expected to continue to grow, primarily
driven by the spending in the automotive, computer, telecommunications and
electrical appliance sectors of the world economy. We believe that our copper
projects can be among the most competitive in the world in terms of investment
cost per ton of ore.

     INCREASING OUR ALUMINUM ACTIVITIES.  We believe that global demand for
aluminum will continue to grow during the next decade, driven mainly by the
transportation and packaging industries. We therefore plan to develop and
increase production capacity in our integrated aluminum operations.

     DEVELOPING POWER GENERATION PROJECTS.  In 2000 and 2001, we consumed 12.47
TWh and 13.75 TWh of electricity, respectively. Energy management and supply has
become a priority for us, driven both by the Brazilian government's
privatization program of the industry and by the risk of rising electricity
prices and electricity rationing due to energy shortages, such as the one Brazil
experienced in mid-2001. We currently perceive favorable investment
opportunities in the Brazilian electricity sector and are taking advantage of
them to invest in hydroelectric power generation projects. These projects will
sell their production to third parties in the power market, and, as a result,
our energy department will be engaged in wholesale marketing activities. Our
energy business is comprised of the sale but not the delivery of electricity. We
may use some of the electricity from these projects for our internal needs. As
we are a large consumer of electricity, we expect that investing in the energy
business will help protect us against electricity price volatility.

     RESTRUCTURING OUR PORTFOLIO OF JOINT VENTURES AND MINORITY INVESTMENTS.  In
line with our focus on mining, logistics and energy, we have moved to reduce our
holdings of non-strategic assets. We are pursuing the disposition of our pulp
and paper business, our dry bulk cargo shipping assets and some of our steel
producing assets.
                            ------------------------

     Our principal executive offices are located at Avenida Graca Aranha, No.
26, 20005-900, Rio de Janeiro, RJ, Brazil, and our telephone number is (011)
55-21-3814-4540. We maintain a website at www.cvrd.com.br. Information contained
in our website does not constitute a part of this prospectus.

                                        4


                                  THE OFFERING

Securities offered by the
selling shareholders..........    The Federative Republic of Brazil and BNDES
                                  are each selling 34,255,582 shares,
                                  respectively, in the form of common shares or
                                  American depositary shares, in a global
                                  offering.

Offering outside of Brazil....              American depositary shares are being
                                  offered initially through the underwriters in
                                  the United States, Canada, the United Kingdom
                                  and certain other jurisdictions. Each American
                                  depositary share represents one common share
                                  held by Banco Bradesco S.A., as custodian for
                                  JPMorgan Chase Bank as depositary. The
                                  American depositary shares will be represented
                                  by American depositary receipts. The
                                  underwriters may also purchase up to an
                                  additional 10,276,674 shares (in the form of
                                  American depositary shares) from the selling
                                  shareholders on a pro rata basis.

Brazilian offering............    The selling shareholders are conducting a
                                  concurrent offering of           of our common
                                  shares in Brazil. For a discussion of the
                                  terms of the offering in Brazil. See
                                  "Underwriting -- Brazilian Offering."

Shares outstanding before and
after the offering............    245,267,973 common shares
                                  138,570,922 preferred shares
                                             1 golden share
                                  -----------------------------
                                  383,838,896 shares

                                  Each common share represents the same economic
                                  interest as each preferred share.

Use of proceeds...............    We will not receive any proceeds from this
                                  offering.

Voting rights.................    One vote per common share, or one vote per
                                  American depositary share.

Dividend policy...............    Since our privatization in 1997, and following
                                  a recommendation from Valepar, our principal
                                  shareholder, we have distributed a dividend
                                  equal to at least 50% of the amount of profits
                                  available for distribution with respect to
                                  each fiscal year. For a discussion of our
                                  dividend distribution policy, see "Dividend
                                  Policy."

Risk factors..................    See "Risk Factors" and other information
                                  included in this prospectus for a discussion
                                  of factors you should carefully consider
                                  before deciding to invest in our American
                                  depositary shares.

New York Stock Exchange symbol
for the American depositary
  shares offered hereby.......    "RIO"

BOVESPA trading symbol for the
  common shares...............    "VALE3"

                                        5


                           TIMETABLE FOR THE OFFERING


                                                           
Commencement of marketing of the offering...................             , 2002
Announcement of offer price.................................             , 2002
Allocation of American depositary shares and common
  shares....................................................             , 2002
Listing of the American depositary shares on the New York
  Stock Exchange............................................             , 2002
Settlement and delivery of American depositary shares and
  common shares.............................................             , 2002


     Depending on market conditions, this expected timetable may be modified.

     You may contact the representatives of the underwriters at the addresses
set forth below for information on how to purchase American depositary shares in
this offering. You may contact Merrill Lynch, Pierce, Fenner & Smith
Incorporated at 4 World Financial Center, 250 Vesey Street, New York, New York,
10080 and ABN AMRO Rothschild LLC at 55 East 52nd Street, New York, New York,
10055.

                                        6


               SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

     The tables below present summary consolidated financial and operating data
at and for the periods indicated. The data at and for the five years ended
December 31, 2000 has been derived from our consolidated financial statements,
which were audited by PricewaterhouseCoopers Auditores Independentes. The data
at and for the nine months ended September 30, 2000 and 2001 has been derived
from our unaudited interim financial statements, which, in the opinion of
management, reflect all adjustments which are of a normal recurring nature
necessary for a fair presentation of the results for such periods. The results
of operations for the nine months ended September 30, 2001 are not necessarily
indicative of the operating results to be expected for the entire year ended
December 31, 2001. You should read the information below in conjunction with our
audited and unaudited consolidated financial statements and notes thereto
included elsewhere in this prospectus, as well as "Presentation of Financial
Information," "Selected Consolidated Financial Data" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."



                                                                                            FOR THE NINE MONTHS
                                            FOR THE YEAR ENDED DECEMBER 31,                 ENDED SEPTEMBER 30,
                               ---------------------------------------------------------   ---------------------
                                 1996        1997        1998        1999        2000        2000        2001
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------
                                                             (IN MILLIONS OF US$)
                                                                                  
STATEMENT OF INCOME DATA
Net operating revenues.......  US$ 3,585   US$ 3,748   US$ 3,553   US$ 3,076   US$ 3,935   US$ 2,996   US$ 3,030
Cost of products and
  services...................     (2,724)     (2,653)     (2,272)     (1,806)     (2,429)     (1,865)     (1,748)
Selling, general and
  administrative expenses....       (245)       (207)       (171)       (138)       (225)       (140)       (188)
Research and development.....        (59)        (51)        (48)        (27)        (48)        (34)        (31)
Employee profit sharing
  plan.......................        (51)        (46)        (29)        (24)        (29)        (31)        (21)
Restructuring costs..........         --         (87)         (9)         --          --          --          --
Other (expenses).............         40         (67)       (170)       (161)       (206)       (223)       (326)
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------
Operating income.............        546         637         854         920         998         703         716
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------
Non-operating income
  (expenses):
  Financial income
    (expenses)...............        (63)         (3)        151         (33)       (107)        (68)       (160)
  Foreign exchange and
    monetary gain/Translation
    gain (loss)..............         14           7        (108)       (213)       (142)        (10)       (700)
  Gain on sale of
    investments..............         --          --          --          --          --          54         784
  Other......................        (56)        (12)         (5)         (4)         (4)        (11)        (43)
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------
                                    (105)         (8)         38        (250)       (253)        (35)       (119)
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------
Income before income taxes,
  equity results, minority
  interests and extraordinary
  items......................        441         629         892         670         745         668         597
Income taxes benefit
  (charge)...................          3         (52)        (96)        (33)         25          (3)         37
Equity in results of
  affiliates and joint
  ventures...................        115         155          80          41         267         191           1
Change in provision for
  losses on equity
  investments................          3          (8)         21        (268)         62          53         (45)
Minority interests...........         (4)         (2)         (1)          2           1          --           7
Extraordinary items (net of
  taxes)(1)..................         --        (372)         --          --          --          --          --
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------
Net income...................  US$   558   US$   350   US$   896   US$   412   US$ 1,100   US$   909   US$   597
                               =========   =========   =========   =========   =========   =========   =========
Total cash distributions.....  US$   146   US$   302   US$   607   US$   452   US$   246   US$   246   US$   639


---------------

(1) Extraordinary items in 1997 relate to transactions in connection with the
    first step of our privatization.

                                        7




                                                                                         FOR THE NINE MONTHS
                                               FOR THE YEAR ENDED DECEMBER 31,           ENDED SEPTEMBER 30,
                                       -----------------------------------------------   -------------------
                                        1996      1997      1998      1999      2000       2000       2001
                                       -------   -------   -------   -------   -------   --------   --------
                                                  (IN US$ EXCEPT RECORDED DIVIDENDS AND INTEREST
                                               ON SHAREHOLDERS' EQUITY PER SHARE AND SHARE NUMBERS)
                                                                               
PER SHARE DATA
Basic earnings per common and
  preferred share(2):
  Income before extraordinary
    items............................  US$1.44   US$1.86   US$2.31   US$1.07   US$2.86   US$2.36    US$1.55
  Extraordinary items................       --     (0.96)       --        --        --        --         --
                                       -------   -------   -------   -------   -------   -------    -------
  Net income.........................  US$1.44   US$0.90   US$2.31   US$1.07   US$2.86   US$2.36    US$1.55
                                       =======   =======   =======   =======   =======   =======    =======
Recorded dividends and interest on
  shareholders' equity per share in
  US$(3).............................  US$0.64   US$1.20   US$1.58   US$1.28   US$1.70   US$1.11    US$1.72
Recorded dividends and interest on
  shareholders' equity per share in
  Brazilian reais(3).................   R$0.67    R$1.33    R$1.86    R$2.28    R$3.33    R$2.04     R$4.61
Weighted average number of shares
  outstanding:
  Common shares (in thousands).......  249,983   249,983   249,983   249,983   249,983   249,983    249,864
  Preferred shares(2) (in
    thousands).......................  138,576   138,563   137,965   134,917   134,917   134,917    135,042
                                       -------   -------   -------   -------   -------   -------    -------
    Total............................  388,559   388,546   387,948   384,900   384,900   384,900    384,906
                                       =======   =======   =======   =======   =======   =======    =======




                                                AT DECEMBER 31,                         AT SEPTEMBER 30,
                            --------------------------------------------------------   -------------------
                              1996        1997        1998        1999       2000        2000       2001
                            ---------   ---------   ---------   --------   ---------   --------   --------
                                                         (IN MILLIONS OF US$)
                                                                             
BALANCE SHEET DATA
Cash and cash
  equivalents.............  US$   666   US$ 1,108   US$ 1,189   US$1,453   US$ 1,211   US$1,055   US$1,708
Total assets..............     11,304      11,689      11,310      8,961      10,077      9,857      8,914
Current liabilities.......      1,846       2,053       2,057      2,038       2,124      2,127      2,160
Long-term debt(4).........      1,256       1,389       1,306      1,290       1,965      1,495      2,064
Total shareholders'
  equity..................      7,032       7,027       6,715      5,032       4,922      5,238      3,928


---------------

(2) Each American depositary share represents one common share and each
    preferred American depositary share represents one preferred share.

(3) Since 1997, all distributions have been in the form of interest on
    shareholders' equity.

(4) Excludes current portion. At December 31, 2000, we had extended guarantees
    for borrowings of joint ventures and affiliated companies in an aggregate
    amount of US$833 million. These contingent liabilities do not appear on the
    face of our consolidated balance sheets, but appear in note 15(a) to our
    consolidated financial statements.

                                        8


                      SUMMARY RESERVE AND PRODUCTION DATA



                          RESERVES                                                    PRODUCTION
------------------------------------------------------------    -------------------------------------------------------
                                                                                                   FOR THE NINE MONTHS
                    AT DECEMBER 31, 2000                        FOR THE YEAR ENDED DECEMBER 31,    ENDED SEPTEMBER 30,
------------------------------------------------------------    -------------------------------    --------------------
                                      PROVEN AND    AVERAGE
                                       PROBABLE       ORE
MINERAL                                RESERVES     GRADE(1)     1998        1999        2000       2000         2001
------------------------------------  ----------    --------    -------     -------     -------    -------      -------
                                      (MILLIONS                  (IN MILLIONS OF TONS EXCEPT GOLD PRODUCTION FIGURES)
                                       OF TONS)
                                                                                           
Iron Ore
  Southern System...................   2,337.0        55.0%       53.3        49.9        75.9       56.6         53.8
  Northern System...................   1,167.4        65.4%       45.8        44.0        47.6       33.7         38.8
                                       -------                   -----       -----       -----      -----        -----
    Total...........................   3,504.4        58.5%       99.1        93.9       123.5       90.3         92.6
                                       =======                   =====       =====       =====      =====        =====
Gold................................      15.0        2.83       582.4(2)    552.1(2)    535.1(2)   400.2(2)     376.2(2)
Manganese...........................      39.4        46.2%        1.6         1.1         1.7        1.4          1.3
Bauxite.............................     166.8        50.5%       10.1        11.0        11.2        8.2          7.9


---------------

(1) Iron ore grade is expressed in terms of percentage of iron; gold ore grade
    is expressed as the average of ore grade and metallurgical recovery rate,
    and is expressed in grams per ton (one ton equals 32,150 troy ounces);
    manganese ore grade is expressed in terms of percentage of manganese; and
    bauxite ore grade is expressed in terms of percentage of aluminum oxide.

(2) In thousands of troy ounces. One troy ounce equals 31.103 grams.

                                        9


                                  RISK FACTORS

     You should carefully consider the risks described below, as well as the
other information contained in this prospectus, in evaluating an investment in
our American depositary shares. The risks described below are not the only ones
facing our company. Additional risks may impair our business operations. Our
business, results of operations or financial condition could be harmed if any of
these risks materializes and, as a result, the trading price of the American
depositary shares could decline and you could lose a substantial portion of your
investment.

     We have included information in these risk factors concerning Brazil to the
extent that information is publicly available to us. We believe this information
is reliable, but we cannot guarantee that it is accurate.

RISKS RELATING TO BRAZIL

  THE BRAZILIAN GOVERNMENT HAS EXERCISED, AND CONTINUES TO EXERCISE, SIGNIFICANT
INFLUENCE OVER THE BRAZILIAN ECONOMY. BRAZILIAN POLITICAL AND ECONOMIC
CONDITIONS HAVE A DIRECT IMPACT ON OUR BUSINESS AND THE MARKET PRICE OF OUR
SECURITIES.

     The Brazilian government frequently intervenes in the Brazilian economy and
occasionally makes drastic changes in policy. The Brazilian government's actions
to control inflation and effect other policies have often involved wage and
price controls, currency devaluations, capital controls and limits on imports,
among other things. Our business, financial condition and results of operations
may be adversely affected by changes in policy involving tariffs, exchange
controls and other matters, as well as other factors outside of our control such
as:

     - currency fluctuations,

     - inflation,

     - monetary policy and interest rates,

     - fiscal policy,

     - energy shortages, and

     - other political, diplomatic, social and economic developments in or
       affecting Brazil.

  INFLATION AND CERTAIN GOVERNMENT MEASURES TO CURB INFLATION MAY CONTRIBUTE
SIGNIFICANTLY TO ECONOMIC UNCERTAINTY IN BRAZIL AND TO HEIGHTENED VOLATILITY IN
THE BRAZILIAN SECURITIES MARKETS AND, CONSEQUENTLY, MAY ADVERSELY AFFECT THE
MARKET VALUE OF OUR SECURITIES.

     Brazil has historically experienced extremely high rates of inflation.
Since the introduction of the real in July 1994 under the Real Plan, Brazil's
inflation rate has been substantially lower than in previous periods. Inflation,
as measured by the Indice Geral de Precos -- Mercado, the general market price
index in Brazil, or IGP-M, fell to 1.8% in 1998 before increasing to 20.1% in
1999 as a result of the devaluation of the real beginning in January 1999, and
decreasing again to 10.4% in 2001. We cannot assure you that recent lower levels
of inflation will continue. Future governmental actions, including actions to
adjust the value of the real, may trigger increases in inflation. If Brazil
experiences substantial inflation again in the future, our operating expenses
and borrowing costs may increase, our operating and net margins may decrease
and, if investor confidence decreases, the price of our securities may fall. For
a more detailed discussion about inflation, see "Management's Discussion and
Analysis of Financial Condition and Results of
Operations -- Overview -- Inflation."

     Inflation itself and governmental measures to combat inflation have had
significant negative effects on the Brazilian economy. Since 1999, governmental
actions to curb inflation have included interest rate increases and intervention
in the foreign exchange market through the sale of U.S. dollars and government
bonds linked to the U.S. dollar. These actions may adversely affect the market
value of our securities.

                                        10


  FLUCTUATIONS IN THE VALUE OF THE REAL AGAINST THE VALUE OF THE U.S. DOLLAR MAY
RESULT IN UNCERTAINTY IN THE BRAZILIAN ECONOMY AND THE BRAZILIAN SECURITIES
MARKET AND COULD LOWER THE MARKET VALUE OF OUR SECURITIES.

     The Brazilian currency has historically suffered frequent devaluations. In
the past, the Brazilian government has implemented various economic plans and
utilized a number of exchange rate policies, including sudden devaluations,
periodic mini-devaluations during which the frequency of adjustments has ranged
from daily to monthly, floating exchange rate systems, exchange controls and
dual exchange rate markets. Although over long periods devaluations of the
Brazilian currency generally have correlated with the rate of inflation in
Brazil, devaluations over shorter periods have resulted in significant
fluctuations in the exchange rate between the Brazilian currency and the U.S.
dollar and other currencies.

     In 1999, the real devaluated 48% against the U.S. dollar, and in 2000 it
devaluated 9%. During 2001, the real experienced a period of significant
devaluation, in part due to the economic uncertainties in Argentina, the global
economic slowdown and the energy crisis in Brazil. The real depreciated 18.7%
against the U.S. dollar during 2001. There are no guarantees that the exchange
rate between the real and the U.S. dollar will stabilize at current levels or
that the real will appreciate against the U.S. dollar.

     Devaluations of the real relative to the U.S. dollar would reduce the U.S.
dollar value of distributions and dividends on the American depositary shares
and may also reduce the market value of our securities. Devaluations also create
additional inflationary pressures in Brazil by generally increasing the price of
imported products and requiring recessionary government policies to curb
aggregate demand. On the other hand, appreciation of the real against the U.S.
dollar may lead to a deterioration of the current account and the balance of
payments, as well as dampen export-driven growth. For a more detailed discussion
about the floating exchange rate and Brazilian government measures aimed at
stabilizing the real, see "Exchange Rates."

  DEVELOPMENTS IN OTHER EMERGING MARKET COUNTRIES MAY AFFECT THE BRAZILIAN
  SECURITIES MARKETS.

     International investors generally consider Brazil to be an emerging market.
As a result, economic and market conditions in other emerging market countries,
especially those in Latin America, influence the market for securities issued by
Brazilian companies. Since the fourth quarter of 1997, the international
financial markets have experienced significant volatility, and a large number of
market indices, including those in Brazil, have declined significantly. For
example, the Brazilian financial markets were adversely affected by the Asian
financial crisis at the end of 1997 and the Russian financial crisis in 1998.
After prolonged periods of recession, followed by political instability,
Argentina in 2001 announced that it would not service its public sector debt. In
order to address the worsening economic and social crisis, the Argentine
government abandoned its decade-old fixed dollar-peso exchange rate and created
a dual exchange rate regime in January 2002, with the official exchange rate
reserved mainly for trade related operations at a fixed exchanged rate and a
floating rate market for all other transactions. It is too early to predict
whether this approach will be successful, but many commentators believe that a
surge in the spread between the official rate and the floating rate is likely,
which would reduce the supply of foreign exchange in the official market,
leading to the need to further devaluate the currency and implement more
restrictions on imports. Since Argentina is an important trade partner of
Brazil, the continuation of the Argentine crisis could affect the revenues and
profitability of Brazilian companies with important ties to Argentina.

     The Argentine crisis may also affect the perception of risk in Brazil by
foreign investors. The expectation of many that similar problems would follow in
Brazil, which did increase volatility in the market prices for Brazilian
securities in early 2001, has not materialized. Nonetheless, if events in
Argentina continue to deteriorate, they may adversely affect our ability to
borrow funds at an acceptable interest rate and raise equity capital when
needed. Since approximately 65.6% of our long-term debt at September 30, 2001 is
scheduled to mature in 2003 and 2004, these events could cause us to delay our
capital expenditure plans and adversely affect the price of our securities.

                                        11


  THE BRAZILIAN GOVERNMENT'S ENERGY RATIONING PROGRAM COULD ADVERSELY AFFECT US.

     We are a significant consumer of Brazil's electricity production, and
accounted for 4.5% of total consumption in Brazil in 2000. Brazil faced a
shortage of energy during the second half of 2001 as a result of increased
demand due to economic growth, inadequate expansion of generation in past years
and unfavorable hydrological conditions. In response, the Brazilian government
imposed an energy rationing program to alleviate the energy shortage, which
aimed to decrease energy consumption by at least 20%. This program had a
negative impact upon the country's economic performance and inflation levels.
The required percentage of energy reduction, however, could be higher than 20%
depending on the type of activity. Aluminum and ferro-alloy activities were
categorized as electric-intensive activities and were required to decrease their
energy consumption by 25%. As a result of this program, we had a temporary
reduction of our aluminum and ferro-alloy production. By the end of 2001,
climate conditions improved, reducing the immediate risk of energy shortages.
Therefore, the Brazilian government has partially reduced the restrictions on
the use of energy and may eventually eliminate them. However, there currently
remain forecasted shortfalls in generation capacity.

     We are unable to assess the impact that the government rationing program
will have on our operations.

RISKS RELATING TO THE MINING INDUSTRY

  DUE TO OUR DEPENDENCE ON THE GLOBAL STEEL INDUSTRY, ANY FLUCTUATIONS IN THE
DEMAND FOR STEEL COULD ADVERSELY AFFECT OUR BUSINESS.

     Sales prices and volumes in the worldwide iron ore mining industry depend
on the prevailing and expected level of demand for iron ore in the world steel
industry. The world steel industry is cyclical. A number of factors, the most
significant of these being the prevailing level of worldwide demand for steel
products, influence the world steel industry. During periods of sluggish or
declining regional or world economic growth, demand for steel products generally
decreases and leads to corresponding reductions in demand for iron ore. Global
steel output in 2001 decreased by 0.68% to 823,937 tons from 829,609 tons
produced during 2000. This may lead to decreases in the level of demand in the
iron ore market and have an adverse effect on world contract prices and sales
volumes for iron ore. Prolonged reductions or declines in world contract prices
or sales volumes for iron ore would have a material adverse effect on our
revenues.

  WE ARE IN AN INTENSELY COMPETITIVE INDUSTRY, AND WE CANNOT ASSURE OUR ABILITY
TO CONTINUE TO COMPETE EFFECTIVELY WITH OTHER MINING COMPANIES IN THE FUTURE.

     Intense competition characterizes the worldwide iron ore industry. We
compete with a number of large mining companies, including international mining
companies. Some of these competitors possess substantial iron ore mineral
deposits at locations closer to our principal Asian and European customers and
it is possible that competition from foreign or Brazilian iron ore producers in
the future will result in our losing market share and revenues. Our gold,
aluminum, manganese and other activities are also subject to intense
competition.

  WE ARE SUBJECT TO CYCLICALITY AND PRICE VOLATILITY FOR IRON ORE, ALUMINUM AND
  OTHER MINERALS.

     Cyclical and other uncontrollable changes in world market prices affect our
iron ore, aluminum, gold and other mining activities. In particular, aluminum
and gold are sold in an active world market and traded on exchanges, such as the
London Metals Exchange and the Commodity Exchange, Inc. Therefore, the prices
for these metals are more volatile than iron and pellet prices, as they respond
to daily changes in supply and demand. Prolonged declines in world market
prices, in nominal and real terms, for our products would have a material
adverse effect on our revenues.

                                        12


  OUR MINING ACTIVITIES DEPEND ON AUTHORIZATIONS OF REGULATORY AGENCIES. CHANGES
IN REGULATIONS COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

     Our mining activities in Brazil depend on authorizations and concessions by
regulatory agencies of the Brazilian government. Our exploration, mining and
mineral processing activities are also subject to Brazilian laws and regulations
which change from time to time. If these laws and regulations change in the
future, modifications to our technologies and operations could be required, and
we may be required to make unbudgeted capital expenditures which could lead to
an increase in our borrowing costs. For a more detailed discussion about the
authorizations and concessions by regulatory agencies of the Brazilian
government upon which our mining activities depend, see "Business -- Regulatory
Matters."

  OUR OPERATIONS ARE ALSO REGULATED BY BRAZILIAN ENVIRONMENTAL LAWS. CHANGES TO
THESE LAWS IN THE FUTURE MAY ADVERSELY AFFECT OUR MINING ACTIVITIES.

     Our operations often involve using, handling, disposing and discharging
hazardous materials into the environment, and are therefore subject to the
environmental laws and regulations of Brazil. Environmental regulation in Brazil
has become stricter in recent years, and it is possible that more regulation or
more aggressive enforcement of existing regulations will adversely affect us
through imposing restrictions on our activities, raising our costs, or requiring
us to engage in expensive reclamation efforts. We are currently a defendant in
two separate actions brought by the municipality of Itabira, which is in the
state of Minas Gerais, on the basis of environmental laws. If we do not prevail
in each of these lawsuits, we could incur a substantial expense. For more
information on the legal challenges we face, see "Business -- Legal
Proceedings."

  OUR RESERVE ESTIMATES MAY BE MATERIALLY DIFFERENT FROM MINERAL QUANTITIES THAT
WE MAY ACTUALLY RECOVER AND MARKET PRICE FLUCTUATIONS AND CHANGES IN OPERATING
AND CAPITAL COSTS MAY RENDER CERTAIN ORE RESERVES OR MINERAL DEPOSITS
UNECONOMICAL TO MINE.

     Our reported ore reserves and mineral deposits are estimated quantities of
ore and minerals that under present and anticipated conditions have the
potential to be economically mined and processed by the extraction of their
mineral content. There are numerous uncertainties inherent in estimating
quantities of reserves and in projecting potential future rates of mineral
production, including many factors beyond our control. In addition, reserve
engineering is a subjective process of estimating underground deposits of
minerals that cannot be measured in an exact manner and the accuracy of any
reserve estimate is a function of the quality of available data and engineering
and geological interpretation and judgment. Estimates of different engineers may
vary and results of our mining and production subsequent to the date of an
estimate may justify revision of estimates. Reserve estimates may require
revision based on actual production experience and other factors. For example,
fluctuations in the market price of metals, reduced recovery rates or increased
production costs due to inflation or other factors may render proven and
probable reserves containing relatively lower grades of mineralization
uneconomic to exploit and may ultimately result in a restatement of reserves.

  WE FACE A NUMBER OF RISKS WHICH COULD LEAD TO ECONOMICALLY HARMFUL
CONSEQUENCES TO US.

     Our businesses are generally subject to a number of risks and hazards,
including:

     - industrial accidents,

     - labor disputes,

     - unexpected geological conditions,

     - slope failures,

     - environmental hazards,

                                        13


     - electricity stoppages,

     - equipment or vessel failures, and

     - weather and other natural phenomena.

     These occurrences could result in damage to, or destruction of, mineral
properties, production facilities, transportation facilities, equipment or
vessels. They could also result in personal injury or death, environmental
damage, waste of resources or intermediate products, delays or interruption in
mining, production or transportation activities, monetary losses and possible
legal liability. The insurance we maintain against these risks may not provide
adequate coverage. Insurance against some risks (including liabilities for
environmental pollution or certain hazards or interruption of certain business
activities) may not be available at a reasonable cost or at all. Therefore,
accidents or other negative developments involving our mining, production or
transportation facilities could have a material adverse effect on our
operations.

  OUR MINERAL EXPLORATION EFFORTS MAY NOT LEAD TO A REPLENISHMENT OF OUR GOLD
RESERVES, WHICH COULD ADVERSELY AFFECT OUR MINING PROSPECTS.

     We engage in mineral exploration, principally related to copper and gold.
Mineral exploration is highly speculative in nature, involves many risks and
frequently is nonproductive. With respect to our gold operations, it is possible
that our exploration programs will not result in the expansion or replacement of
reserves depleted by current production. If we do not develop new reserves, we
may not be able to sustain our current level of production beyond the remaining
life of existing mines.

  EVEN IF WE DISCOVER MINERALS, WE REMAIN SUBJECT TO DRILLING AND PRODUCTION
RISKS, WHICH COULD ADVERSELY AFFECT THE MINING PROCESS.

     Once we discover mineralization, it may take us a number of years from the
initial phases of drilling until production is possible, during which the
economic feasibility of production may change. It takes substantial time and
expenditures to:

     - establish ore reserves through drilling,

     - determine appropriate metallurgical processes for optimizing the recovery
       of metal contained in ore,

     - obtain the ore or extract the metals from the ore, and

     - construct mining and processing facilities for greenfield properties.

     It is possible that a project will prove uneconomical by the time we are
able to exploit it, in which case we may incur substantial write-offs.

  WE FACE RISING EXTRACTION COSTS AS OUR DEPOSITS DECREASE.

     Ore reserves gradually decrease in the ordinary course of a given mining
operation. As reserves decrease, it becomes necessary for mining companies to
use more expensive processes to extract remaining ore. As a result, mining
companies, over time, usually experience rising unit extraction costs with
respect to a particular mine. Several of our mines have operated for long
periods, and we will likely experience rising extraction costs per unit in the
future at these operations.

RISKS RELATING TO THE CVRD GROUP

  SOME OF OUR OPERATIONS DEPEND ON JOINT VENTURES AND COULD BE ADVERSELY
AFFECTED IF OUR JOINT VENTURE PARTNERS DO NOT OBSERVE THEIR COMMITMENTS.

     We currently operate important parts of our pelletizing, copper
exploration, logistics, energy, and aluminum businesses through joint ventures
with other companies. Our forecasts and plans for these joint ventures assume
that our joint venture partners will fulfill their obligations to contribute
capital, purchase

                                        14


products and, in some cases, provide managerial talent. If any of our joint
venture partners does not observe their commitments, it is possible that the
affected joint venture would not be able to operate in accordance with its
business plans or that we would have to increase the level of our investment to
give effect to these plans. For more information on our joint ventures, see
"Business -- Our Lines of Business -- Ferrous Minerals -- Pellets,"
"Business -- Our Lines of Business -- Current Copper Prospects,"
"Business -- Our Lines of Business -- Logistics" and "Business -- Our Lines of
Business -- Holdings -- Aluminum Business."

  OUR ALBRAS JOINT VENTURE IS SUBJECT TO SUBSTANTIAL ELECTRICITY COST INCREASES.

     Electricity costs are a significant component of the cost of producing
aluminum. Our aluminum plant, Albras -- Aluminio Brasileiro S.A., or Albras,
obtains electric power at competitive rates from Eletronorte, a state-owned
electric power utility. The contract through which Albras purchases electricity
from this utility expires in 2004. It is not likely that Albras will continue to
benefit from below-market electricity costs following expiration of the
contract. Albras is currently trying to negotiate a new contract and is
examining other alternatives. We cannot predict the impact that this will have
on Albras's cost structure.

  AN ELECTRICITY STOPPAGE THAT AFFECTS OUR ALUMINUM OPERATIONS COULD CAUSE
SUBSTANTIAL DAMAGE.

     A single 300-kilometer power line supplies electricity to Albras. Any
interruption in the supply of electrical power to Albras lasting longer than six
hours can cause substantial damage to cells at the Albras facility. Cells are
equipment used in the process of transforming alumina into aluminum. Cells will
cool off if they are deprived of energy for six consecutive hours and may
experience serious damage as a result of the cooling off process. Albras
experienced an outage of four hours and several outages of less than one hour in
1996 because of a faulty Tucurui substation, which has since been repaired.
Interruptions in the supply of electricity to Albras lasting more than six hours
may occur in the future.

  WE ARE VULNERABLE TO ADVERSE DEVELOPMENTS AFFECTING OTHER ECONOMIES.

     In the first nine months of 2001, 9.6% of our consolidated gross operating
revenues were attributable to sales to Japanese customers, 14.0% were
attributable to sales to other Asian customers and 25.6% were attributable to
sales to European customers. A number of important Asian economies, including
Japan and South Korea, have experienced difficulties in recent periods.
Continuing economic difficulties in the Asian market could reduce local demand
for iron ore and pellets, which, in turn, could have a material adverse effect
on us. Asian economies could be harmed by a weakening U.S. economy, and a slow
U.S. economy could have an adverse effect on the European economy. A weakened
economy in Asia or Europe could reduce demand for our products in our primary
markets.

  OUR PRINCIPAL SHAREHOLDER AND THE BRAZILIAN GOVERNMENT COULD HAVE A GREAT DEAL
OF INFLUENCE ON OUR COMPANY.

     Valepar, our principal shareholder, currently owns 42% of our common stock
and 27% of our total capital. For a description of our principal shareholder,
see "Major and Selling Shareholders." As a result of its stock ownership,
Valepar has significant influence in determining the outcome of any action
requiring shareholder approval, such as the election of our directors. BNDESPAR,
a wholly-owned subsidiary of BNDES, has a golden share in Valepar, giving the
Brazilian government special voting rights over certain actions of Valepar.
Further, the Brazilian government, in addition to its ownership stake in us,
owns a golden share in us, which gives it veto powers over certain actions that
we could propose to take. For a detailed description of the veto powers granted
to the Brazilian government by virtue of its ownership of this golden share, see
"Description of Capital Stock -- General."

  WE FACE A NUMBER OF LEGAL CHALLENGES TO OUR PRIVATIZATION.

     Numerous lawsuits challenging the legality of our privatization are
pending, including a number of class-action lawsuits. If a substantial number of
claims were to be decided against us, these

                                        15


unfavorable decisions could, in the aggregate, adversely affect the course of
our privatization process and have a material adverse effect on investors in our
securities. For more information on the legal challenges facing our
privatization, see "Business -- Legal Proceedings."

  OUR RISK MANAGEMENT STRATEGY MAY NOT BE EFFECTIVE.

     We are exposed to fluctuations in interest rates, foreign currency exchange
rates, and commodity prices relating to our iron ore, aluminum and gold
production. In order to partially protect ourselves against unusual market
volatility, we periodically enter into hedging transactions to manage these
risks. We do not hedge risks relating to iron ore price fluctuations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Market Risk." However, our hedging strategy may not be successful
in minimizing our exposure to these fluctuations. In addition, to the extent we
hedge our commodity price exposure, we forego the benefits we would otherwise
experience if commodity prices were to increase.

RISKS RELATING TO THE AMERICAN DEPOSITARY SHARES

  RESTRICTIONS ON THE MOVEMENT OF CAPITAL OUT OF BRAZIL MAY HINDER YOUR ABILITY
TO RECEIVE DIVIDENDS AND DISTRIBUTIONS ON AMERICAN DEPOSITARY SHARES, AND THE
PROCEEDS FROM ANY SALE OF AMERICAN DEPOSITARY SHARES.

     From time to time the Brazilian government may impose restrictions on
capital outflow that would hinder or prevent the custodian who acts on behalf of
the depositary for the American depositary shares from converting proceeds from
the common shares underlying the American depositary shares into U.S. dollars
and remitting those proceeds abroad. Brazilian law permits the government to
impose these restrictions whenever there is a serious imbalance in Brazil's
balance of payments or reasons to foresee a serious imbalance.

     The Brazilian government imposed remittance restrictions for approximately
six months in 1989 and early 1990. If enacted, similar restrictions would hinder
or prevent the conversion of dividends, distributions or the proceeds from any
sale of common shares from reais into U.S. dollars and the remittance of the
U.S. dollars abroad. In such a case, the custodian, acting on behalf of the
depositary, will hold the reais it cannot convert for the account of the holders
of American depositary receipts who have not been paid. The depositary will not
invest the reais and will not be liable for interest on those amounts.
Furthermore, any reais so held will be subject to devaluation risk.

  IF YOU EXCHANGE OUR AMERICAN DEPOSITARY SHARES FOR COMMON SHARES, YOU RISK
LOSING THE ABILITY TO REMIT FOREIGN CURRENCY ABROAD AND BRAZILIAN TAX
ADVANTAGES.

     The Brazilian custodian for the common shares will obtain a certificate of
registration from the Central Bank of Brazil to be entitled to remit U.S.
dollars abroad for payments of dividends and other distributions relating to the
common shares or upon the disposition of the common shares. If you decide to
exchange your American depositary shares for the underlying common shares, you
will be entitled to continue to rely, for five business days from the date of
exchange, on the custodian's certificate of registration. Thereafter, you may
not be able to obtain and remit U.S. dollars abroad upon the disposition of, or
distributions relating to, the common shares unless you obtain your own
certificate of registration by registering your investment in the common shares
under Law No. 4,131 or Resolution No. 2,689 of the National Monetary Council,
which entitles foreign investors to buy and sell securities on the Sao Paulo
stock exchange. For more information regarding these exchange controls, see
"Market Information -- Exchange Controls." If you attempt to obtain your own
certificate of registration, you may incur expenses or suffer delays in the
application process, which could delay your ability to receive dividends or
distributions relating to the common shares or the return of your capital in a
timely manner. We cannot assure you that the custodian's certificate of
registration or any certificate of foreign capital registration obtained by you
will not be affected by future legislative changes, or that additional
restrictions applicable to you, the disposition of the underlying common shares
or the repatriation of the proceeds from disposition will not be imposed in the
future.

                                        16


  BECAUSE WE ARE NOT OBLIGATED TO FILE A REGISTRATION STATEMENT WITH RESPECT TO
PREEMPTIVE RIGHTS RELATING TO OUR COMMON SHARES, YOU MIGHT BE UNABLE TO EXERCISE
THOSE PREEMPTIVE RIGHTS.

     Holders of American depositary receipts that are residents of the United
States may not be able to exercise preemptive rights, or exercise other types of
rights, with respect to the common shares. Your ability to exercise preemptive
rights is not assured unless a registration statement is effective with respect
to those rights or an exemption from the registration requirements of the
Securities Act is available. We are not obligated to file a registration
statement relating to preemptive rights with respect to the common shares and we
cannot assure you that we will file any registration statement. If a
registration statement is not filed and an exemption from registration does not
exist, JP Morgan Chase Bank, as depositary, will attempt to sell the preemptive
rights, and you will be entitled to receive the proceeds of the sale. However,
the preemptive rights will expire if the depositary cannot sell them. For a more
complete description of preemptive rights with respect to the common shares, see
"Description of Capital Stock -- Preemptive Rights."

  HOLDERS OF OUR AMERICAN DEPOSITARY RECEIPTS MAY ENCOUNTER DIFFICULTIES IN THE
EXERCISE OF VOTING RIGHTS.

     You may encounter difficulties in the exercise of some of your rights as a
shareholder if you hold our American depositary shares rather than common
shares. For example, under some circumstances, such as our failure to provide
the depositary with voting materials on a timely basis, you may not be able to
vote by giving instructions to the depositary on how to vote for you. For a
detailed description of your rights as an American depositary receipt holder,
see "Description of American Depositary Shares."

                                        17


                           FORWARD-LOOKING STATEMENTS

     We have made statements under the captions "Prospectus Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and in other sections of this prospectus that
are forward-looking statements. These statements appear in a number of places in
this prospectus and include statements regarding our intent, belief or current
expectations with respect to:

     - our direction and future operations,

     - the implementation of our principal operating strategies, including our
       potential participation in privatization, acquisition or joint venture
       transactions or other investment opportunities,

     - our divestiture plans,

     - the implementation of our financing strategy and capital expenditure
       plans,

     - the exploration of mineral reserves and development of mining facilities,

     - depletion and exhaustion of mines and mineral reserves,

     - the declaration or payment of dividends,

     - other factors or trends affecting our financial condition or results of
       operations, and

     - the factors discussed under "Risk Factors" beginning on page 10.

     We caution that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual results
may differ materially from those in the forward looking statements as a result
of various factors, including competition in the iron ore industry, the
cyclicality and price volatility of our business, the instability of the real
and global economic conditions. The information in this prospectus identifies
important factors that could cause these differences.

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of American depositary
shares or common shares offered by the selling shareholders in this offering.

                                        18


                               MARKET INFORMATION

GENERAL

     Our publicly traded share capital consists of common shares and preferred
shares, each without par value. Our common shares and our preferred shares are
publicly traded in Brazil on the Sao Paulo stock exchange, known as BOVESPA,
under the ticker symbols VALE3, and VALE5, respectively. Our preferred shares
also trade on the LATIBEX, under the ticker symbol XVALP. The LATIBEX is an
electronic market created in 1999 by the Madrid stock exchange in order to
enable trading of Latin American equity securities in euro denomination.

     We have applied to list the American depositary shares (each representing
one common share) offered in this offering on the New York Stock Exchange under
the symbol "RIO."

     Our preferred American depositary shares, each representing one preferred
share, have traded on the New York Stock Exchange since June 2000, under the
ticker symbol RIOPR. Prior to June 20, 2000, the preferred American depositary
shares traded in the over-the-counter market. JP Morgan Chase serves as the
depositary for the preferred American depositary shares. At December 31, 2001,
there were 57,754,261 preferred American depositary shares outstanding,
representing 41.7% of our preferred shares or 14.9% of our total share capital.

     The table below shows the geographic distribution of our share ownership
based on information available to us at December 31, 2001.



                                                     COMMON       PREFERRED     VOTING    ECONOMIC
                                                     SHARES        SHARES      INTEREST   INTEREST
                                                   -----------   -----------   --------   --------
                                                                              
Brazilian residents..............................  244,517,906    43,847,940     97.8%      31.6%
U.S. residents(1)................................    2,918,053    79,979,085      1.2       57.7
Other............................................    2,547,184    14,748,888      1.0       10.6
                                                   -----------   -----------     ----       ----
Total............................................  249,983,143   138,575,913      100%       100%
                                                   ===========   ===========     ====       ====


---------------

(1) Includes the depositary for our preferred American depositary shares.

MARKET PRICE INFORMATION

     The table below sets forth trading information for our preferred American
depositary shares, as reported by the New York Stock Exchange (and for periods
prior to June 2000, reported by the National Quotations Bureau, Inc.), and for
our preferred shares and our common shares, as reported by BOVESPA, for the
periods indicated.



                                    REAIS PER       REAIS PER PREFERRED   U.S. DOLLARS PER PREFERRED
                                  COMMON SHARE         CLASS A SHARE       AMERICAN DEPOSITARY SHARE
                                -----------------   -------------------   ---------------------------
                                 HIGH       LOW       HIGH       LOW          HIGH           LOW
                                -------   -------   --------   --------   ------------   ------------
                                                                       
1997..........................  R$33.00   R$17.00   R$31.50    R$18.40      US$28.51       US$16.87
1998..........................    27.00     10.00     29.10      13.00         25.13          11.38
1999..........................    42.00      9.80     50.00      13.80         26.50          10.87
2000..........................    52.40     33.00     59.00      38.82         33.13          19.75


                                        19




                                    REAIS PER       REAIS PER PREFERRED   U.S. DOLLARS PER PREFERRED
                                  COMMON SHARE         CLASS A SHARE       AMERICAN DEPOSITARY SHARE
                                -----------------   -------------------   ---------------------------
                                 HIGH       LOW       HIGH       LOW          HIGH           LOW
                                -------   -------   --------   --------   ------------   ------------
                                                                       
2001..........................    55.00     42.70     58.70      44.00         26.98          18.65
  1Q00........................    52.40     33.00     59.00      42.00         33.13          22.75
  2Q00........................    46.00     35.00     53.50      40.01         29.00          22.62
  3Q00........................    49.00     41.21     54.00      44.97         29.75          24.44
  4Q00........................    46.50     37.00     47.80      38.82         25.56          19.75
  1Q01........................    51.00     42.70     53.60      44.00         26.98          23.05
  2Q01........................    54.00     46.50     58.60      49.05         25.70          22.05
  3Q01........................    55.00     46.40     55.00      45.50         23.15          18.65
  4Q01........................    54.00     47.00     58.70      49.60         23.61          19.00
     August 2001..............    53.99     50.80     52.88      51.01         21.25          20.11
     September 2001...........    52.50     46.40     53.79      45.50         20.11          18.65
     October 2001.............    54.00     50.60     56.40      51.40         20.92          19.00
     November 2001............    53.60     47.00     58.70      49.60         22.65          20.20
     December 2001............    53.40     48.00     55.00      51.48         23.61          21.35
     January 2002.............    55.40     50.00     56.50      50.70         23.45          21.52


REGULATION OF THE BRAZILIAN SECURITIES MARKETS

     The Brazilian securities markets are regulated by Comissao de Valores
Mobiliarios, or CVM, the Brazilian securities commission, which has regulatory
authority over stock exchanges and securities markets generally, and by the
Central Bank, which has, among other powers, licensing authority over brokerage
firms and regulates foreign investment and foreign exchange transactions.

     Under the Brazilian Corporation Law, a company is either public, a
companhia aberta, or private, a companhia fechada. All public companies,
including us, are registered with the CVM and are subject to reporting
requirements. Our shares are listed and traded on BOVESPA and may be traded
privately subject to limitations.

     We have the option to ask that trading in our securities on BOVESPA be
suspended in anticipation of a material announcement. Trading may also be
suspended on the initiative of BOVESPA or the CVM, among other reasons, based on
or due to a belief that a company has provided inadequate information regarding
a material event or has provided inadequate responses to inquiries of the CVM or
the BOVESPA.

     The Brazilian securities laws and the Brazilian Corporation Law provide
for, among other things, disclosure requirements, restrictions on insider
trading and price manipulation and protection of minority shareholders. However,
the Brazilian securities markets are not as highly regulated and supervised as
the U.S. securities markets or markets in other jurisdictions.

EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

     There are no restrictions on ownership of our capital stock by individuals
or legal entities domiciled outside Brazil. Foreign investors may register their
investment under Law No. 4,131 of September 3, 1962 or Resolution No. 2,689 of
January 26, 2000 of the National Monetary Council. Registration under Law No.
4,131 or under Resolution No. 2,689 generally enables foreign investors to
convert into foreign currency dividends, other distributions and sales proceeds
received in connection with registered investments and to remit such amounts
abroad. Resolution No. 2,689 affords favorable tax treatment to foreign
investors who are not resident in a tax haven jurisdiction as defined by
Brazilian tax laws (i.e., a country that does not impose taxes or where the
maximum income tax rate is lower than 20%).

                                        20


     Under Resolution No. 2,689, foreign investors may invest in almost all
financial assets and engage in almost all transactions available in the
Brazilian financial and capital markets, provided that certain requirements are
fulfilled. In accordance with Resolution No. 2,689, the definition of foreign
investor includes individuals, legal entities, mutual funds and other collective
investment entities, domiciled or headquartered abroad.

     Under Resolution No. 2,689, a foreign investor must:

     - appoint at least one representative in Brazil, with powers to perform
       actions relating to its investment,

     - appoint an authorized custodian in Brazil for its investment,

     - register as a foreign investor with the CVM, and

     - register its foreign investment with the Central Bank.

     Securities and other financial assets held by foreign investors pursuant to
Resolution No. 2,689 must be registered or maintained in deposit accounts or
under the custody of an entity duly licensed by the Central Bank or the CVM. In
addition securities trading is restricted to transactions carried out on the Sao
Paulo stock exchange or through organized over-the-counter markets licensed by
the CVM, except for transfers resulting from a corporate reorganization, or
occurring upon the death of an investor by operation of law or will.

     Resolution No. 1,927 of the National Monetary Council, which is the
restated and amended Annex V to Resolution No. 1,289, or the Annex V
Regulations, provides for the issuance of depositary shares in foreign markets
in respect of shares of Brazilian issuers. The proceeds from the sale of
American depositary shares by holders of American depositary receipts outside
Brazil are free of Brazilian foreign investment controls and holders of the
American depositary receipts who are not resident in a tax haven jurisdiction
will be entitled to favorable tax treatment.

     The right to convert dividend payments and proceeds from the sale of our
capital stock into foreign currency and to remit these amounts outside Brazil is
subject to restrictions under foreign investment legislation which generally
requires, among other things, that the relevant investment be registered with
the Central Bank. Restrictions on the remittance of foreign capital abroad could
hinder or prevent the custodian for the common shares represented by American
depositary shares, or holders who have exchanged American depositary shares for
common shares from converting dividends, distributions or the proceeds from any
sale of common shares, as the case may be, into U.S. dollars and remitting such
U.S. dollars abroad. Delays in, or refusal to grant any required government
approval for conversions of Brazilian currency payments and remittances abroad
of amounts owed to holders of American depositary shares could adversely affect
holders of American depositary receipts.

     The custodian will obtain a certificate of registration in the name of
JPMorgan Chase Bank, the depositary. Pursuant to the certificate, the custodian
and the depositary are able to convert dividends and other distributions with
respect to the common shares represented by American depositary shares into
foreign currency and to remit the proceeds outside Brazil. In the event that a
holder exchanges American depositary shares for common shares, the holder will
be entitled to rely on the custodian's certificate of registration for five
business days after the exchange. After that, the holder must seek to obtain its
own certificate of registration by registering its investment directly with the
Central Bank under Law No. 4,131 or Resolution No. 2,689. Thereafter, unless the
holder has registered its investment with the Central Bank, the holder may not
convert into foreign currency and remit outside Brazil the proceeds from the
disposition of, or distributions with respect to, the common shares. The holder
generally will be subject to less favorable Brazilian tax treatment than a
holder of American depositary shares. For a more detailed description of
Brazilian tax treatment of holders of American depositary receipts as compared
to holders of our common shares, see "Taxation -- Brazilian Tax Considerations."

                                        21


                                DIVIDEND POLICY

     Under the Brazilian Corporation Law, shareholders are generally entitled to
receive an annual mandatory dividend set forth in the company's by-laws, which
may not be lower than 25% of adjusted net income for the relevant year,
calculated in accordance with the Brazilian Corporation Law. Accordingly, our
by-laws prescribe that we must distribute to our shareholders an amount equal to
not less than 25% of the amount of profits available for distribution with
respect to each fiscal year, unless the board of directors advises our
shareholders at the general shareholders' meeting that payment of the required
distributions for the preceding fiscal year is inadvisable in light of our
financial condition. The audit committee must review any such determination and
report to the shareholders and to the CVM. The shareholders must also approve
the recommendation of the board of directors with respect to any required
distributions. To date, our board of directors has never determined that a
payment of the required distribution amount was inadvisable.

     In addition to any required distributions, the board of directors may
recommend to the shareholders the payment of distributions from other funds that
are legally available.

     Since our privatization in 1997, and following a recommendation from
Valepar, our principal shareholder, we have distributed a dividend equal to at
least 50% of the amount of profits available for distribution with respect to
each fiscal year.

     Holders of preferred class A shares and the golden share are entitled to
receive an amount equal to 6% of their pro rata share of our paid-in capital
prior to any distribution to holders of preferred class B shares, if any are
issued, or to holders of common shares. Holders of preferred class B shares, if
any are issued, are entitled to receive an amount equal to 6% of their pro rata
share of our paid-in capital prior to any distribution to holders of common
shares and to any additional distribution to holders of preferred class A shares
and the golden share. After holders of common shares receive distributions per
share in an amount equal to the preferential dividend of holders of preferred
shares, all holders of shares receive the same additional distribution amount
per share.

     According to Law No. 10,303, the recently enacted law that amended the
Brazilian Corporation Law, in order to be listed and traded on stock exchanges,
preferred shares must entitle their holders to at least one of the following
rights:

     (i) a non-cumulative preferential dividend equal to at least 3% of the book
value per share and the right to receive the same additional dividend amounts as
are paid to holders of common shares, after holders of common shares have
received distributions equivalent, on a per share basis, to the preferential
dividends;

     (ii) a preferential dividend 10% higher, on a per share basis, than the
dividends and other distributions received by holders of common shares; or

     (iii) rights to join in any sale of control by our controlling shareholder
at a price per share at least equal to the price paid for common shares.

     According to Law No. 10,303, we must amend our by-laws to conform to the
new requirements for listing and trading on a stock exchange by March 1, 2003.
These amendments to our by-laws will not give rise to redemption rights if made
prior to December 31, 2002. Since our privatization, we have had sufficient
distributable amounts to be able to distribute equal amounts to both common and
preferred shareholders. For a discussion on our preferred class A and preferred
class B shares, see "Description of Capital Stock."

     We may make distributions either in the form of dividends or in the form of
interest on shareholders' equity. Dividends with respect to the American
depositary shares, and to non-resident holders of common shares, will not be
subject to Brazilian withholding tax, except for dividends declared based on
profits generated prior to December 31, 1995. These dividends will be subject to
a 15% Brazilian withholding tax.

                                        22


Distributions of interest on shareholders' equity to shareholders, including
holders of American depositary receipts, are currently subject to Brazilian
withholding tax of 15%. We pay distributions in Brazilian currency.

     We are required to hold a general shareholders' meeting by April 30 of each
year at which an annual dividend may be declared. Additionally, our board of
directors may declare interim dividends. Under the Brazilian Corporation Law,
dividends are generally required to be paid to the holder of record on a
dividend declaration date within 60 days following the date the dividend was
declared, unless a shareholders' resolution sets forth another date of payment,
which, in either case, must occur prior to the end of the fiscal year in which
the dividend was declared. A shareholder has a three-year period from the
dividend payment date to claim dividends (or payments of interest on
shareholders' equity) in respect of its shares, after which we will have no
liability for such payments. Since 1997, all cash distributions we have made
have been in the form of interest on shareholders' equity.

     We will make cash distributions on common shares underlying the American
depositary shares in Brazilian currency to the custodian on behalf of the
depositary. The custodian will then convert such proceeds into U.S. dollars and
will cause such U.S. dollars to be delivered to the depositary for distribution
to holders of American depositary receipts. Under current Brazilian law,
dividends paid to shareholders who are not Brazilian residents, including
holders of the American depositary receipts, will not be subject to Brazilian
withholding tax. For more information on Brazilian tax policies regarding
dividend distributions, see "Taxation -- Brazilian Tax Considerations."

     The table below sets forth the dollar equivalent of cash distributions we
paid to holders of common shares and preferred shares for the periods indicated.
For your convenience, we have calculated U.S. dollar conversions using both the
commercial market rate in effect on the date of payment and the exchange rate at
January 25, 2002 of R$2.4064 per US$1.00. We stated amounts gross of any
applicable withholding tax.



                                                                    U.S. DOLLARS     U.S. DOLLARS
                                                                    PER SHARE AT     PER SHARE AT
YEAR   PAYMENT DATE                                                 PAYMENT DATE   JANUARY 25, 2002
----   ------------                                                 ------------   ----------------
                                                                          
1997   May 30....................................................     0.48                 0.20
       September 2...............................................     0.30                 0.13
1998   May 8.....................................................     0.88                 0.42
       August 31.................................................     0.64                 0.31
1999   January 15................................................     0.44                 0.27
       March 31..................................................     0.29                 2.10
       August 20.................................................     0.57                 0.46
2000   March 1...................................................     0.66                 0.49
2001   February 20...............................................     1.66                 1.38
2001   December 10...............................................     0.98                 0.96


                                        23


                                 EXCHANGE RATES

     There are two principal foreign exchange markets in Brazil:

     - the commercial rate exchange market, and

     - the floating rate exchange market.

     Most trade and financial foreign-exchange transactions are carried out on
the commercial rate exchange market. These transactions include the purchase or
sale of shares or the payment of dividends or interest with respect to shares.
Foreign currencies may only be purchased through a Brazilian bank authorized to
operate in these markets. In both markets, rates are freely negotiated but may
be strongly influenced by Central Bank intervention. In 1999, the Central Bank
unified the exchange positions of the Brazilian banks in the floating rate
exchange market and commercial exchange market, which led to a convergence in
the pricing and liquidity of both markets. Since February 1, 1999, the floating
market rate has been the same as the commercial market rate. However, there is
no guarantee that the rates will continue to be the same in the future. Despite
the convergence in the pricing and liquidity of both markets, each market
continues to be regulated differently.

     From its introduction on July 1, 1994 through March 1995, the real
appreciated against the U.S. dollar. In 1995, the Central Bank announced that it
would intervene in the market and buy or sell U.S. dollars, establishing a band
in which the exchange rate between the real and the U.S. dollar could fluctuate.
This policy resulted in a gradual devaluation of the real relative to the U.S.
dollar. On January 13, 1999, the band was set between R$1.20 and R$1.32 per
US$1.00. Two days later, on January 15, 1999, due to market pressures, the
Central Bank abolished the band system and allowed the real/U.S. dollar exchange
rate to float freely. As a result, the exchange rate dropped to R$2.1647 per
US$1.00 on March 3, 1999. Since then, the real/U.S. dollar exchange rate has
been established by the interbank market, and has fluctuated considerably. In
the past, the Central Bank has intervened occasionally to control unstable
movements in the foreign exchange rate. It is not possible to predict whether
the Central Bank will continue to let the real float freely or whether the real
will remain at its present level. Accordingly, it is not possible to predict
what impact the Brazilian government's exchange rate policies may have on us.
The Brazilian government could impose a band system in the future or the real
could devalue or appreciate substantially. For more information on these risks,
see "Risk Factors -- Risks Relating to Brazil."

     The following table sets forth the commercial selling rate, expressed in
reais per U.S. dollar (R$/ US$) for the periods indicated.



                                                                       AVERAGE FOR
                                                          PERIOD-END     PERIOD       LOW    HIGH
                                                          ----------   -----------   -----   -----
                                                                                 
YEAR ENDED
December 31, 1997.......................................    1.116         1.088(1)   1.040   1.116
December 31, 1998.......................................    1.209         1.168(1)   1.117   1.209
December 31, 1999.......................................    1.789         1.851(1)   1.208   2.165
December 31, 2000.......................................    1.955         1.835(1)   1.723   1.985
December 31, 2001.......................................    2.320         2.353(1)   1.936   2.801
MONTH ENDED
August 31, 2001.........................................    2.552         2.502(2)   2.446   2.559
September 30, 2001......................................    2.671         2.678(2)   2.559   2.801
October 31, 2001........................................    2.707         2.735(2)   2.687   2.783
November 30, 2001.......................................    2.529         2.571(2)   2.460   2.682
December 31, 2001.......................................    2.320         2.380(2)   2.293   2.467
January 31, 2002........................................    2.418         2.366(2)   2.293   2.438


---------------
(1) Average of the rates on the last day of each month in the period.

(2) Average of the high and low exchange rates for each month.

Source: Central Bank.

     On February 1, 2002, the commercial selling rate was R$2.4153 per US $1.00.

                                        24


                                 CAPITALIZATION

     The table below sets forth our current liabilities and capitalization at
September 30, 2001. You should read the table together with our consolidated
financial statements and the notes thereto appearing elsewhere in this
prospectus. The sale of common shares, either directly or in the form of
American depositary shares, in this offering by the selling shareholders will
not change our capitalization.



                                                               AT SEPTEMBER 30,
                                                                     2001
                                                               ----------------
                                                               (IN MILLIONS OF
                                                                     US$)
                                                            
Current liabilities:
  Current portion of long-term debt.........................       US$  260
  Short-term debt...........................................            643
  Other.....................................................          1,257
                                                                   --------
          Total current liabilities.........................          2,160
                                                                   --------
Long-term liabilities:
  Long-term debt:
     Secured................................................            495
     Unsecured..............................................          1,569
                                                                   --------
          Total long-term debt..............................          2,064
  Loans from related parties................................              4
  Other.....................................................            753
                                                                   --------
          Total long-term liabilities.......................          2,821
                                                                   --------
Minority interest...........................................              5
                                                                   --------
Shareholders' equity:
  Preferred shares -- 600,000,000 shares authorized and
     138,575,913 issued.....................................            820
  Common shares -- 300,000,000 shares authorized and
     249,983,143 issued.....................................          1,479
  Treasury shares -- 4,249,970 common and 91 preferred
     shares.................................................            (79)
Additional paid-in capital..................................            498
Retained earnings...........................................          5,139
  Appropriated..............................................          2,321
  Unappropriated............................................          2,818
Other cumulative comprehensive income.......................         (3,929)
                                                                   --------
          Total shareholders' equity........................          3,928
                                                                   --------
          Total capitalization..............................       US$8,914
                                                                   ========


                                        25


                      SELECTED CONSOLIDATED FINANCIAL DATA

     The tables below present selected consolidated financial data at and for
the periods indicated. The data at and for the five years ended December 31,
2000 has been derived from our consolidated financial statements, which were
audited by PricewaterhouseCoopers Auditores Independentes. The data at and for
the nine months ended September 30, 2000 and 2001 has been derived from our
unaudited interim financial statements, included elsewhere in this prospectus,
which, in the opinion of management, reflect all adjustments which are of a
normal recurring nature necessary for a fair presentation of the results for
such periods. The results of operations for the nine months ended September 30,
2001 are not necessarily indicative of the operating results to be expected for
the entire year ended December 31, 2001. You should read the information below
in conjunction with our audited and unaudited consolidated financial statements
and notes thereto included elsewhere in this prospectus, as well as
"Presentation of Financial Information" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."



                                                                                                  FOR THE NINE MONTHS
                                                  FOR THE YEAR ENDED DECEMBER 31,                 ENDED SEPTEMBER 30,
                                     ---------------------------------------------------------   ---------------------
                                       1996        1997        1998        1999        2000        2000        2001
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------
                                                                   (IN MILLIONS OF US$)
                                                                                        
STATEMENT OF INCOME DATA
Net operating revenues.............  US$ 3,585   US$ 3,748   US$ 3,553   US$ 3,076   US$ 3,935   US$ 2,996   US$ 3,030
Cost of products and services......     (2,724)     (2,653)     (2,272)     (1,806)     (2,429)     (1,865)     (1,748)
Selling, general and administrative
  expenses.........................       (245)       (207)       (171)       (138)       (225)       (140)       (188)
Research and development...........        (59)        (51)        (48)        (27)        (48)        (34)        (31)
Employee profit sharing plan.......        (51)        (46)        (29)        (24)        (29)        (31)        (21)
Banco Nacional de Desenvolvimento
  Economico e Social (BNDES) --
  cost reimbursement under Mineral
  Risk Contract....................         --          37          --          --          --          --          --
Restructuring costs................         --         (87)         (9)         --          --          --          --
Other (expenses)...................         40        (104)       (170)       (161)       (206)       (223)       (326)
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------
Operating income...................        546         637         854         920         998         703         716
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------
Non-operating income (expenses):
  Financial income.................        167         235         394         200         208         136          80
  Financial expenses...............       (230)       (238)       (243)       (233)       (315)       (204)       (240)
  Foreign exchange and monetary
    gain (loss)....................         15          15        (108)       (213)       (142)        (10)       (700)
  Gain on sale of investments......         --          --          --          --          --          54         784
  Translation gain (loss)..........         (1)         (8)         --          --          --          --          --
  Other............................        (56)        (12)         (5)         (4)         (4)        (11)        (43)
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------
                                          (105)         (8)         38        (250)       (253)        (35)       (119)
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------
Income before income taxes, equity
  results, minority interests and
  extraordinary items..............        441         629         892         670         745         668         597
Income taxes benefit (charge)......          3         (52)        (96)        (33)         25          (3)         37
Equity in results of affiliates and
  joint ventures...................        115         155          80          41         267         191           1
Change in provision for losses on
  equity investments...............          3          (8)         21        (268)         62          53         (45)
Minority interests.................         (4)         (2)         (1)          2           1          --           7
Income before extraordinary
  items............................        558         722         896         412       1,100         909         597
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------
Extraordinary items (net of
  taxes)(1)........................         --        (372)         --          --          --          --          --
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------
Net income.........................  US$   558   US$   350   US$   896   US$   412   US$ 1,100   US$   909   US$   597
                                     =========   =========   =========   =========   =========   =========   =========
Total cash distributions...........  US$   146   US$   302   US$   607   US$   452   US$   246   US$   246   US$   639


---------------

(1) Extraordinary items in 1997 relate to transactions in connection with the
    first step of our privatization.

                                        26




                                                                                           FOR THE NINE MONTHS
                                       FOR THE YEAR ENDED DECEMBER 31,                     ENDED SEPTEMBER 30,
                        --------------------------------------------------------------   -----------------------
                           1996         1997         1998         1999         2000         2000         2001
                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                           (IN US$ EXCEPT RECORDED DIVIDENDS AND INTEREST ON
                                           SHAREHOLDERS' EQUITY PER SHARE AND SHARE NUMBERS)
                                                                                 
PER SHARE DATA
  Basic earnings per
    common and
    preferred
    share(2):
  Income before
    extraordinary
    items.............  US$   1.44   US$   1.86   US$   2.31   US$   1.07   US$   2.86   US$   2.36   US$   1.55
                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
  Extraordinary
    items.............          --        (0.96)          --           --           --           --           --
  Net income..........  US$   1.44   US$   0.90   US$   2.31   US$   1.07   US$   2.86   US$   2.36   US$   1.55
                        ==========   ==========   ==========   ==========   ==========   ==========   ==========
Recorded dividends and
  interest on
  shareholders' equity
  per share in
  US$(3)..............  US$   0.64   US$   1.20   US$   1.58   US$   1.28   US$   1.70   US$   1.11   US$   1.72
Recorded dividends and
  interest on
  shareholders' equity
  per share in
  Brazilian
  reais(3)............  R$    0.67   R$    1.33   R$    1.86   R$    2.28   R$    3.33   R$    2.04   R$    4.61
Weighted average
  number of shares
  outstanding (in
  thousands):
  Common shares.......     249,983      249,983      249,983      249,983      249,983      249,983      249,864
  Preferred
    shares(2).........     138,576      138,563      137,965      134,917      134,917      134,917      135,042
                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
    Total.............     388,559      388,546      387,948      384,900      384,900      384,900      384,906
                        ==========   ==========   ==========   ==========   ==========   ==========   ==========


---------------

(2) Each American depositary share represents one common share and each
    preferred American depositary share represents one preferred share.

(3) Since 1997, all distributions have been in the form of interest on
    shareholders' equity.

                                        27




                                                      AT DECEMBER 31,                         AT SEPTEMBER 30,
                                  --------------------------------------------------------   -------------------
                                    1996        1997        1998        1999       2000        2000       2001
                                  ---------   ---------   ---------   --------   ---------   --------   --------
                                                               (IN MILLIONS OF US$)
                                                                                   
BALANCE SHEET DATA
Current assets..................  US$ 2,469   US$ 2,599   US$ 2,856   US$2,498   US$ 2,515   US$2,327   US$3,011
Property, plant and equipment,
  net...........................      5,451       5,482       5,161      3,848       3,850      3,916      3,239
Investments in affiliated
  companies and joint ventures
  and other investments, net of
  provision for losses..........      1,844       1,877       2,059      1,639       2,223      2,152      1,189
Other assets....................      1,540       1,731       1,234        976       1,489      1,462      1,475
                                  ---------   ---------   ---------   --------   ---------   --------   --------
    Total assets................  US$11,304   US$11,689   US$11,310   US$8,961   US$10,077   US$9,857   US$8,914
                                  =========   =========   =========   ========   =========   ========   ========
Current liabilities.............  US$ 1,846   US$ 2,053   US$ 2,057   US$2,038   US$ 2,124   US$2,127   US$2,160
Long-term liabilities (excluding
  long-term debt)...............      1,099       1,157       1,169        601       1,061        975        757
Long-term debt(4)...............  US$ 1,256   US$ 1,389   US$ 1,306   US$1,290   US$ 1,965   US$1,495   US$2,064
Minority interest...............         71          63          63         --           5         22          5
                                  ---------   ---------   ---------   --------   ---------   --------   --------
    Total liabilities...........  US$ 4,272   US$ 4,662   US$ 4,595   US$3,929   US$ 5,155   US$4,619   US$4,986
                                  ---------   ---------   ---------   --------   ---------   --------   --------
Shareholders' equity Outstanding
  capital stock.................      1,313       1,288       1,740      1,927       1,927      1,927      2,220
  Additional paid-in capital....        180         498         498        498         498        498        498
  Reserves and retained
    earnings....................      5,539       5,241       4,477      2,607       2,497      2,813      1,210
                                  ---------   ---------   ---------   --------   ---------   --------   --------
    Total shareholders'
      equity....................  US$ 7,032   US$ 7,027   US$ 6,715   US$5,032   US$ 4,922   US$5,238   US$3,928
                                  ---------   ---------   ---------   --------   ---------   --------   --------
    Total liabilities and
      shareholders' equity......  US$11,304   US$11,689   US$11,310   US$8,961   US$10,077   US$9,857   US$8,914
                                  =========   =========   =========   ========   =========   ========   ========


---------------

(4) Excludes current portion. At December 31, 2000, we had extended guarantees
    for borrowings of joint ventures and affiliated companies in an aggregate
    amount of US$833 million. These contingent liabilities do not appear on the
    face of our consolidated balance sheets, but appear in note 15(a) to our
    consolidated financial statements.

                                        28


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion is based on and should be read in conjunction with
our consolidated financial statements and notes thereto and other financial
information included elsewhere in this prospectus.

OVERVIEW

     Several factors will affect our results of operations, liquidity and
capital resources, including, but not limited to:

     - contract prices for iron ore and pellets and world market prices for
       aluminum and gold,

     - the level of demand for our iron ore and pellets,

     - the level of demand for our third-party transportation services,

     - the relationship between the real and the U.S. dollar, in which most of
       our sales are denominated,

     - the results of operations of joint ventures and affiliated companies (in
       particular our aluminum operations and pellet joint ventures) recorded
       under the equity method in our financial statements,

     - Brazil's electricity shortage, and

     - Brazilian tax legislation.

  Prices

     The prices for our core mineral products fluctuate, although iron ore and
pellet prices are less volatile than those of aluminum and gold. We expect these
fluctuations to continue.

     The table below sets forth our quarterly sinter feed reference prices in
U.S. dollars for iron ore and pellet export sales and world quarterly market
prices for gold and aluminum for the periods indicated.



                                                            IRON ORE
                                              -------------------------------------
                                                ASIAN       EUROPEAN
                                              MARKET(1)   MARKET(1)(2)   PELLETS(3)     GOLD         ALUMINUM
                                              ---------   ------------   ----------   ---------   --------------
                                                                                      (PER TROY
                                                           (PER TON)                  OUNCE)(4)   (PER POUND)(5)
                                                                                   
1Q98........................................  US$15.82      US$19.21      US$34.66     US$301        US$0.66
2Q98........................................     15.78         19.21         34.66        296           0.60
3Q98........................................     15.78         19.21         34.66        294           0.61
4Q98........................................     15.78         19.21         34.66        288           0.57
1Q99........................................     15.78         17.10         30.07        279           0.62
2Q99........................................     14.48         17.10         30.07        261           0.60
3Q99........................................     14.48         17.10         30.07        299           0.68
4Q99........................................     14.48         17.10         30.07        290           0.71
1Q00........................................     14.48         17.82         31.87        277           0.75
2Q00........................................     15.35         17.82         31.87        288           0.68
3Q00........................................     15.35         17.82         31.87        274           0.72
4Q00........................................     15.35         17.82         31.87        274           0.67
1Q01........................................     15.35         18.68         32.46        258           0.69
2Q01........................................     16.01         18.68         32.46        269           0.67
3Q01........................................     16.01         18.68         32.46        293           0.62
4Q01........................................     16.01         18.68         32.46        278           0.61


                                        29


---------------

(1) Represents our quarterly standard sinter feed reference prices for export
    sales for periods indicated (FOB Tubarao -- Asian market and FOB Sao
    Luis -- European market) and not actual prices realized on sales.

(2) Brazilian iron ore prices are generally based on the European market
    reference price.

(3) Represents our quarterly standard pellet reference prices for export sales
    for period indicated (FOB Tubarao) and not actual prices realized on sales.

(4) Represents London Gold Market prices.

(5) Represents London Metals Exchange prices (cash/three-month average
    quotations).

     Iron Ore.  Our iron ore export sales are generally made pursuant to
long-term supply contracts which provide for annual price adjustments. Cyclical
changes in the world demand for steel products affect sales prices and volumes
in the world iron ore market. Different factors, such as the iron content of
specific ore deposits, the various beneficiation and purifying processes
required to produce the desired final product, particle size, moisture content,
and the type and concentration of contaminants (such as phosphorus, alumina and
manganese) in the ore, influence contract prices for iron ore. Contract prices
also depend on transportation costs. Fines, lump ore and pellets typically
command different prices. We generally conduct annual price negotiations from
November to February of each year, with separate prices established for the
Asian and European iron ore markets. In the Asian market, the renegotiated
prices are effective from April of the current year until March of the following
year. In the European market, the renegotiated prices are effective for the
calendar year. Because of the wide variety of iron ore and pellet quality and
physical characteristics, iron ore and pellets are less commodity-like than
other minerals. This factor combined with the structure of the market has
prevented the development of an iron ore futures market. We do not hedge our
exposure to iron ore price volatility.

     Gold.  We sell gold in an active world market in which prices respond to
daily changes in supply and demand. We generally seek to manage the risks
associated with changes in gold prices through hedging. For more information
about our gold hedging activities, see "-- Market Risk."

     Aluminum.  We sell our aluminum in an active world market where prices are
determined by reference to prices prevailing on terminal markets, such as the
London Metals Exchange and the Commodity Exchange, Inc., or COMEX, at the time
of delivery. We sell aluminum purchased from the Albras aluminum joint venture
pursuant to a take-or-pay commitment for 51% (representing our proportional
ownership interest) of the joint venture's annual aluminum production. Although
our annual purchase commitment can be substantial, approximately US$241 million
in the first nine months of 2001 and US$280 million in 2000, prevailing world
market prices for aluminum (subject to discount in accordance with the terms of
our joint venture agreements) determine our aluminum purchase prices. Albras
seeks to manage the risks associated with changes in aluminum prices by hedging.
For more information about aluminum hedging, see "-- Market Risk."

  Demand

     Demand for our iron ore products is a function of worldwide demand for
steel, which is, in turn, heavily influenced by worldwide economic activity.
Worldwide demand for steel has had a downward trend in 2001 from 2000. A
slowdown in economic activity in Europe or Asia will directly affect demand for
our iron ore products, although there will typically be a lag effect. Demand for
our other mineral products is also influenced to varying degrees by worldwide
economic activity.

     Demand for our third party transportation services is influenced by
Brazilian economic growth as well as by Brazilian exports and imports of goods.

                                        30


  Inflation

     The following table sets forth the Brazilian inflation rate as measured by
the IGP-M Index, published by the Fundacao Getulio Vargas.



                                                                                             FOR THE NINE
                                                                                                MONTHS
                                                                                                 ENDED
                                                        FOR THE YEAR ENDED DECEMBER 31,      SEPTEMBER 30,
                                                     -------------------------------------   -------------
                                                     1997   1998   1999     2000      2001   2000    2001
                                                     ----   ----   ----   ---------   ----   -----   -----
                                                                          (PERCENT)
                                                                                
Brazilian inflation rate...........................  7.7    1.8    20.1      9.9      10.4    8.2     7.8


     Before July 1, 1997, Brazil was considered to have a highly inflationary
economy. For periods before July 1, 1997, we remeasured (translated) our
financial statements into U.S. dollars from financial statements presented in
reais, in accordance with the provisions of Statement of Financial Accounting
Standards 52 -- Foreign Currency Translation, or SFAS 52. Under the financial
statement remeasurement procedures we adopted, we translated non-monetary items
(inventories, property, plant and equipment and accumulated depreciation and
depletion, as well as shareholders' equity accounts) at historical exchange
rates. We translated monetary assets and liabilities denominated in Brazilian
currency at period-end exchange rates. We included the translation gain or loss
resulting from this restatement process in the then-current statements of
operations.

     At July 1, 1997, we concluded that the Brazilian economy had ceased to be
highly inflationary for purposes of SFAS 52 and changed our functional currency
from the reporting currency, U.S. dollars, to the local currency, Brazilian
reais. Therefore, on July 1, 1997, we translated the U.S. dollar amounts of
non-monetary assets and liabilities into reais at the then-current exchange
rate. These translated amounts became the new accounting bases for such assets
and liabilities. At each period ended after July 1, 1997, we have remeasured all
assets and liabilities into U.S. dollars at the then-current exchange rate and
all accounts in the statements of operations and cash flows at the average rates
prevailing during the applicable period. We included the translation gain or
loss resulting from this translation process in the cumulative translation
adjustments component of shareholders' equity.

  Currency Fluctuations

     Most of our sales will continue to be U.S. dollar-denominated while most of
our costs, other than debt expenses, will continue to be denominated in
Brazilian currency. As a result, when the real is relatively strong against the
U.S. dollar, this tends to have a negative effect on our reported financial
results from operations, and vice versa. On the other hand, because most of our
debt, and debt at the joint venture and affiliate level, is U.S.
dollar-denominated, a relatively weak real causes us to record monetary and
foreign-exchange losses.

  Effects of Certain Equity Method Affiliates and Investments Carried at Cost

     The financial condition and results of operations of our joint ventures,
affiliated companies and investments have had a significant effect on our
results of operations and financial condition in the past. Our steel and pulp
and paper divestitures should limit this effect in future periods, although the
activities of our aluminum and pellet joint ventures will remain important. See
note 10 to our consolidated financial statements for information on these
effects.

  Rising Unit Extraction Costs

     Several of our mines, such as Caue, Conceicao and Capanema, have operated
for long periods and may experience rising extraction costs per unit as more
expensive processes become necessary to extract remaining ore in these mines.
Increases in extraction costs at each of theses mines did not materially affect
our results of operations during the historical periods discussed under
"-- Results of Operations" as such increases were offset by productivity gains
and by the favorable foreign exchange effects on these costs.

                                        31


  Electricity Costs

     Electricity costs are a significant component of the cost of producing
aluminum. Our aluminum plant, Albras, entered into a 20-year contract with
Eletronorte, a state-owned power utility, pursuant to which Albras purchases
electricity at rates which are lower than the prevailing market rates in the
region. For the first nine months of 2001 and for the years ended December 31,
2000, 1999 and 1998, the prevailing market rate was US$22.99, US$24.48, US$23.36
and US$36.06 per MWh, respectively. The average price paid by Albras for the
same periods was US$11.51, US$11.93, US$10.56 and US$11.39 per MWh,
respectively. The Eletronorte contract is scheduled to expire in May 2004.

  Effects of the Energy Shortage in Brazil

     On June 1, 2001, the Brazilian government, as part of its energy rationing
program, required energy consumption to decrease by at least 20% relative to
average consumption for May, June and July 2000. Aluminum and ferro-alloy
activities were categorized as electricity-intensive activities and energy
consumption relating to these activities was required to decrease by 25%
relative to average consumption for May, June and July 2000. Our total expected
energy consumption for 2001 was 14.5 TWh. However, due to this rationing
program, our actual energy consumption for 2001 was 12.47 TWh. In 2000, our
total energy consumption was 13.75 TWh. As a result, we reduced our ferro-alloy
production in the six-month period ending November 30, 2001 by 46,000 tons, from
the previously planned 220,000 tons to 174,000 tons. We also reduced 2001
aluminum production at Albras by 46,000 tons to 333,000 tons from the previously
planned 379,000 tons, and at Valesul by 13,000 tons to 80,000 tons from the
previously planned 93,000 tons. By the end of 2001, climate conditions in Brazil
improved, reducing the immediate risk of energy shortages. Therefore, in January
2002, the Brazilian government eliminated the restrictions on the use of energy
in the north region of Brazil, where most of our aluminum production is located.
For a discussion about the possible consequences and risks associated with
energy shortages, see "Risk Factors -- Risks Relating to Brazil -- The Brazilian
government's energy rationing program could adversely affect us" and
"Business -- Our Lines of Business -- Holdings -- Aluminum Business --
Aluminum."

  Divestitures

     In line with our focus on mining, logistics and energy, we have moved to
pare down our holdings of non-strategic assets. We are pursuing the disposition
of our pulp and paper assets and are also disposing of assets in the steel and
transportation sectors that are not strategically connected to our core
businesses.

     In the pulp and paper industry, in March 2001, we concluded the sale of our
interest in Bahia Sul Celulose S.A., known as Bahia Sul, for approximately
US$320 million. In September 2001, we concluded the sale of our stake in
Celulose Nipo Brasileira, S.A., known as Cenibra to our former partner for
US$670.5 million.

     In the steel industry, we disposed of our 2.3% stake in Acominas in
December 2000 for US$10 million worth of preferred shares of Gerdau S.A., a
publicly listed steel company which we intend to sell in the future. In
addition, in March 2001, we disposed of our 10.3% stake in Companhia Siderurgica
Nacional or CSN. We transferred our interest in CSN, valued at US$249 million to
Fundacao Vale do Rio Doce de Seguridade Social, known as VALIA, our employee
pension fund, in order to satisfy a funding obligation that we owed VALIA. For
more information on this contribution to VALIA see "Business -- Employees." We
continue to explore the divestiture of Celmar S.A. and of our forestry
subsidiary, Florestas Rio Doce S.A. See "Business -- Lines of Business -- Pulp
and Paper Division." Finally, we have begun the process of divesting our dry
bulk cargo shipping assets. In September 2001, we reached an agreement to sell
six of Docenave's carrier vessels, with a total capacity of 592,240 DWT, to
Empresa Naviera Elcano, S.A., a Spanish company, for US$53 million. This
transaction is expected to close in February 2002. We intend to sell Docenave's
remaining dry-bulk assets in the future, but have reached no agreement regarding
this sale to date.

                                        32


     Past divestitures include Bahia Sul (pulp and paper), Cenibra (pulp and
paper), Acominas (steel), and CSN (steel). Divestitures currently in progress
include our dry bulk cargo business and our forestry activities. The following
table shows the effects of both past divestitures and those currently in
progress on our gross revenues, net income and total assets:



                                                            FOR THE YEAR ENDED   FOR THE NINE MONTHS
                                                               DECEMBER 31,      ENDED SEPTEMBER 30,
                                                            ------------------   -------------------
                                                            2000   1999   1998          2001
                                                            ----   ----   ----   -------------------
                                                                     
Decrease in gross revenues................................   6.3%  4.9%    5.6%          5.1%
                                                            ----   ---    ----          ----
Increase (reduction) in net income........................  (7.4)  6.8    (1.3)         10.9
                                                            ----   ---    ----          ----
Decrease in total assets..................................   7.4   7.8      --           1.6
                                                            ----   ---    ----          ----


  Unwinding of Our Cross-Holding Relationships with CSN

     We acquired a stake in CSN, during its privatization process in 1993. CSN,
in turn, acquired a 6.8% stake in us during the first step of our privatization
process in 1997, through its indirect participation in Valepar, our principal
shareholder. In line with our strategy to consolidate and focus on mining,
logistics and energy, in the first quarter of 2001, we and CSN implemented a
program to unwind our cross-holding relationships.

     In March 2001, CSN concluded the sale of its shares in Valepar to Litel
Participacoes S.A., Bradesplan Participacoes S.A. and Bradespar S.A. Bradesplan
and Bradespar subsequently transferred their shares in Valepar to Babie
Participacoes, S.A. Babie is a holding company owned by Bradesplan and
Bradespar.

     In March 2001, we transferred our 10.3% stake in CSN, valued at US$249
million, to VALIA, our employee pension fund. For more information on this
contribution to VALIA, see "Business -- Employees."

     As part of the unwinding transaction, CSN granted us the following rights
of first refusal relating to CSN's Casa de Pedra mine, each of which lasts for a
period of 30 years:

     - the right to purchase any iron ore produced by the mine beyond CSN's
       internal requirements,

     - the right to purchase or to rent the mine should CSN decide to sell or
       lease it, and

     - the right to become a joint venture partner should CSN decide to form a
       pelletizing joint venture with a third party with iron ore produced by
       the mine.

     In return, we have granted CSN a right of first refusal to participate with
us in the construction of any new steel producing facilities that we undertake
in the next five years.

     This transaction, as a whole, is subject to review by the Brazilian
antitrust authorities.

     We do not expect the unwinding of our cross-holding relationships with CSN
to have any significant impact on our operations and financial results.

  Brazilian Taxes

     We are subject to a number of Brazilian taxes in addition to corporate
income tax. Brazilian tax legislation changes, which are frequent, can have an
impact on our results of operations. Some Brazilian taxes are described below.

     Value-Added Tax.  Our revenues consist of total revenues from sales, net of
discounts, returns and allowances, together with amounts we collect in respect
of value-added tax. Net operating revenues represent revenues less value-added
tax, which we collect on behalf of, and must remit to, state taxing authorities.
Export sales are currently exempt from value-added tax.

                                        33


     Social Contribution on Profits.  Social contribution on profits is a
federal income tax. The rate has fluctuated in the past three years from 8% to
12% and is currently at 9%. Before 1997, this tax was deductible for income tax
purposes; beginning in 1997, the tax is no longer deductible. After December
2002, the applicable rate is scheduled to be 8%.

     Social Integration Program and Social Contribution on Gross Sales.  The
Social Integration Program, or PIS, aims to finance special social programs
through the collection of a 0.65% revenues tax. Social contribution on gross
sales, or COFINS, finances special social programs through the collection of a
3% revenues tax. Export sales are currently exempt from both of these taxes.

     Provisional Tax on Financial Transactions.  The provisional tax on
financial transactions applies to every debit or withdrawal of money from a bank
account. The rate has fluctuated from 0.2% to 0.38% since its creation in 1997.
For the period between March 18, 2001 and June 16, 2002, the rate is 0.38%.

     Financial Compensation for the Exploration of Mineral Resources.  We owe a
government royalty on net revenues derived from the production and sale of
mineral resources. The annual rates on our products are:

     - iron ore, 2%,

     - bauxite, manganese and potash, 3%, and

     - gold, 1%.

     Federal Tax on Industrialized Products.  Manufacturers pay this federal tax
on behalf of their customers at the time of sale, either to another manufacturer
to further the manufacturing process or to the retailer of the ultimate
customer. Export operations are currently excluded. The tax on our aluminum
production is at the rate of 4%.

RESULTS OF OPERATIONS

  RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2000

  Revenues

     Net operating revenues increased 1.1% to US$3,030 million in the nine
months ended September 30, 2001 from US$2,996 million in the same period of
2000, reflecting a strong increase in our iron ore and pellets revenues
partially offset by decreases in revenues in other lines of business.

     Revenues from iron ore and pellets increased 18.5% to US$1,937 million in
the nine months ended September 30, 2001 from US$1,635 million in the same
period of 2000, reflecting a 13.6% increase in volume sold to 110.8 million tons
in 2001 from 97.5 million tons in 2000, a 4.4% increase in average selling
prices and a 0.5% increase due to changes in product mix. In 2001, there was an
increase in demand from the growing market in China, and therefore our exports
to this country increased to 11.5 million tons in the nine months ended
September 30, 2001 compared to 6.6 million tons in the same period of 2000. Our
acquisition of Ferteco in April 2001 added US$157 million to our revenues in the
nine months ended September 30, 2001, representing 8.5 million tons.

     Revenues from gold sales decreased 11.5% to US$100 million in the nine
months ended September 30, 2001 from US$113 million in the same period of 2000,
representing a 8.8% decrease in volume sold and a 2.7% decrease in average
selling prices. The reduction in volume sold was due to the closure of our Almas
and Caete mines at the end of 2000 and operational problems at two other mines
during the first quarter of 2001, which have now been resolved.

     Revenues from other mining products decreased 11.0% to US$291 million in
the nine months ended September 30, 2001 from US$327 million in the same period
of 2000. This decrease is mainly due to a reduction in sales of our ferro-alloys
subsidiary Sibra to US$100 million in the nine months ended September 30, 2001
from US$112 million in the same period of 2000, reflecting a decrease in average
prices. Potash and kaolin sales also decreased as a result of lower demand.
                                        34


     Revenues from transportation services decreased 13.9% to US$497 million in
the nine months ended September 30, 2001 from US$577 million in the same period
of 2000. The reduction partly reflects services billed to Ferteco and Samitri in
2000, which as a result of our acquisition of these companies, are now
eliminated in our consolidated financial statements. Such services included in
revenues for the nine months ended September 30, 2000 (prior to our acquisition
of Samitri) totaled US$68 million and in the nine months ended September 30,
2001 (prior to our acquisition of Ferteco) totaled US$22 million. Volumes in our
other transportation activities were stable during the two periods compared,
while prices of domestic transport declined some 12.4% as a result of the
devaluation of the real in 2001. We intend to sell 15 ships in the period
between 2001 and 2002. These ships generated revenues of US$160 million in the
nine months ended September 30, 2001.

     Revenues from aluminum products (bauxite, alumina and aluminum) decreased
20.0% to US$224 million in the nine months ended September 30, 2001 from US$280
million in the same period of 2000. The total decrease of US$56 million
comprises US$35 million related to a reduction of 15.0% in aluminum sales and
US$21 million related to lower resales of alumina as a result of higher direct
sales to other shareholders in our alumina affiliate, Alunorte.

     Revenues from other products and services decreased 48.1% to US$83 million
in the nine months ended September 30, 2001 from US$160 million in the same
period of 2000, primarily representing decreases in sales volumes of pulp and
paper products following the divestment of our investment in Cenibra and the
consequent termination of our purchases from this former affiliate.

 Operating Costs and Expenses

     Overall costs and expenses increased 0.9% to US$2,314 million in the nine
months ended September 30, 2001 from US$2,293 million in the same period of
2000. This increase includes US$109 million, or 4.8%, in 2001 relating to
Ferteco. If the effect of the Ferteco acquisition had not been taken into
account, our costs would have been reduced by US$88 million.

     In the nine months ended September 30, 2001 our costs and expenses, as
expressed in U.S. dollars, were favorably affected by the significant
devaluation of the real against the U.S. dollar during the period (from R$1.9554
to US$1.00 at December 31, 2000 to R$2.6713 to US$1.00 at September 30, 2001, or
36.6%), because the majority of these costs and expenses are denominated in
reais. In terms of comparison between the first nine months of 2001 and 2000,
the average rate of exchange was R$2.2854 to US$1.00 in the 2001 period and
R$1.7975 to US$1.00 in the 2000 period, or an increase of 27.1%.

     Cost of ores and metal sold increased 4.3% to US$1,155 million in the nine
months ended September 30, 2001 from US$1,107 million in the same period of
2000, including US$85 million relating to costs of Ferteco. The favorable impact
of exchange rate movements between the two periods compared is estimated at
US$90 million.

     Cost of transportation services decreased 15.1% to US$303 million in the
nine months ended September 30, 2001 from US$357 million in the same period of
2000, in line with the decrease in revenue.

     Cost of aluminum products decreased 17.4% to US$214 million in the nine
months ended September 30, 2001 from US$259 million in the same period of 2000
as a result of lower levels of activity. The favorable effect of exchange rate
movements on the cost of aluminum products is small, since they are primarily
determined by the international market.

     Cost of other products and services decreased 46.5% to US$76 million in the
nine months ended September 30, 2001 from US$142 million in the same period of
2000, reflecting principally the decreases in volumes of pulp and paper
purchases.

     Selling, general and administrative expenses increased 34.3% to US$188
million in the nine months ended September 30, 2001 from US$140 million in the
same period of 2000. Ferteco added US$24 million or 17.1% to these expenses in
2001. Excluding this effect, expenses increased by 17.2% due to increased
business activity and an increase of the value of services from third-parties,
partially offset by the effects of exchange rate movements.

                                        35


     Research and development, employee profit sharing and other costs and
expenses increased 31.2% to US$378 million in the nine months ended September
30, 2001 from US$288 million in the same period of 2000. This increase is mainly
attributable to asset impairment provisions made in 2001, including losses on
the sale of ships expected to take place in 2002 (US$25 million) and the
amortization of remaining goodwill relative to our affiliates Centro-Atlantica
and GIIC (US$42 million), the calculation of which was based on our revised
profit expectations and other economic factors.

 Non-Operating Income (Expenses)

     Net non-operating expenses were US$119 million in the nine months ended
September 30, 2001 compared to US$35 million in the same period of 2000. The
aggregate unfavorable change of US$84 million includes US$92 million of
additional net financial expenses in 2001 resulting from increased average net
debt balances during the period because of our acquisitions, capital
expenditures and payment of interest (dividends) to our shareholders. In
addition the change includes the negative effect of exchange rate movements
(US$690 million) on our U.S. dollar denominated liabilities, mainly short and
long-term debt, and gains on sales of investments (US$730 million) upon
divestment of our interests in Bahia Sul, CSN and Cenibra in 2001. In September
2000, the gain on sale of investments was reclassified to non-operating income
for comparative purposes.

 Income Taxes

     In the nine months ended September 30, 2001 we have estimated that we will
record a tax benefit for the calendar year and this has been proportionally
reflected in the interim financial statements. The final determination of the
tax benefit depends on the amount of tax-deductible dividends that we pay in the
form of interest on shareholders' equity, and the tax savings obtained under our
Carajas tax exemption (a tax incentive relative to our iron ore and manganese
operations in Carajas), among other factors.

 Affiliates and Joint Ventures

     Our equity in the results of affiliates and joint ventures and provision
for losses on equity investments in aggregate totaled a loss of US$44 million in
the nine months ended September 30, 2001 compared to a gain of US$244 million in
the same period of 2000.

     In 2001, our affiliates in the aluminum sector recorded losses due to the
effects of the devaluation of the real on their foreign currency denominated
debt. Albras reported a loss for the nine months ended September 30, 2001 of
US$72 million, of which we recognized our portion of US$37 million though the
provision for losses on equity investments and Alunorte reported a loss of US$79
million, of which we recognized our portion of US$37 million though equity
accounting. In the same period of 2000, our portion of gains reported by Albras
and Alunorte were US$55 million and US$8 million, respectively.

     In addition to exchange rate effects, the operating results of our major
aluminum sector affiliates and joint ventures in the nine months ended September
30, 2001 compared to the same period of 2000, were influenced by the following
factors:

     Albras -- Aluminum sales volume decreased 5.1% to 262,000 tons in 2001 from
276,000 tons in 2000 and average sales prices decreased 3.2% to US$1,468.08 per
ton in 2001 from US$1,516.41 per ton in 2000.

     Alunorte -- Alumina sales volume increased 0.3% to 1,180,000 tons in 2001
from 1,177,000 tons in 2000 and the average sales prices decreased by 1.9%
US$192.04 per ton in 2001 as compared to US$195.84 per ton in 2000.

     MRN -- Bauxite sales volume decreased 7.6% to 7,777,000 tons in 2001 from
8,416,000 tons in 2000 and average sales prices decreased 1.3% to US$20.95 per
ton in 2001 from US$21.23 per ton in 2000.

     Also in 2001, we sold our interest in Bahia Sul and Cenibra, which had
contributed US$34 million and US$50 million, respectively, to our consolidated
net income in the nine months ended September 30,

                                        36


2000. In 2001, the equity in results of these affiliates until the date of their
respective sale totaled the aggregate amount of only US$11 million. However, the
sale of Bahia Sul and Cenibra resulted in one-time gains of US$170 million and
US$507 million, respectively, which are included in non-operating income
(expenses).

     Our steel sector affiliates were affected by a weaker market for steel
products which resulted in decreased average sales prices and volumes in 2001.
Our U.S. affiliate, CSI, was also affected by higher costs resulting from the
energy crisis in California and earnings of our Brazilian affiliate CST were
reduced by the impact of the devaluation of the real. In the nine months ended
September 30, 2001 we recorded a gain of US$19 million in respect of these
affiliates against a gain of US$44 million in the same period of 2000.

     Our 45.65% owned railroad affiliate, Centro-Atlantica, performed very
poorly in the nine months ended September 30, 2001 and we recorded an equity
loss of US$28 million against a loss of US$14 million in the same period of
2000. We and the other shareholders of Centro-Atlantica are currently
implementing various plans to recover the potential of this business.

     In 2001, the results of our other equity investments were generally lower
than in 2000 due to the effects of the devaluation of the real and difficult
trading conditions.

 RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR
 ENDED DECEMBER 31, 1999

 Revenues

     Net operating revenues increased 27.9% to US$3,935 million in 2000 from
US$3,076 million in 1999, reflecting improvements in most areas of our business,
as discussed below.

     Revenues from iron ore and pellets increased 28.5% to US$2,177 million in
2000 from US$1,694 million in 1999, representing an increase in volume sold of
29.3% to 124.5 million tons in 2000 from 96.3 million tons in 1999, partially
offset by changes in product mix. Our acquisitions of Samitri and Mineracao
Socoimex S.A., known as Socoimex, in May 2000 added US$101 million to our
revenues in the period, representing increased volume of 7.4 million tons.
Demand was strong in all of our major markets, notably Europe, Asia and Brazil.
A portion of increased revenues is due to the termination of tolling
arrangements with our pelletizing joint ventures. Currently, we sell ore to
these joint ventures and buy pellets back from them. As a result, both revenues
and costs of ores and metals sold have increased.

     Revenues from gold sales increased 0.6% to US$156 million in 2000 from
US$155 million in 1999, reflecting a 1.2% increase in volume sold, offset by a
0.6% decrease in average prices.

     Revenues from other mining products, such as kaolin, manganese and potash,
increased 135.4% to US$412 million in 2000 from US$175 million in 1999. This
increase includes US$207 million due to the consolidation in 2000 of our
ferro-alloy and kaolin subsidiaries upon acquiring control from our former
partners in these enterprises, but volumes and average prices also improved in
our manganese business.

     Revenues from transportation services increased 18.4% to US$760 million in
2000 from US$642 million in 1999, mainly due to a 67.3% increase in the revenues
of our shipping subsidiary to US$271 million in 2000 from US$162 million in
1999, reflecting a 37.2% increase in average prices and a 23.2% increase in
tonnage carried.

     Revenues from aluminum products (bauxite, alumina and aluminum) remained
virtually unchanged at US$362 million in 2000 and US$363 million in 1999.
Aluminum sales volumes decreased 21% in 2000 as compared to 1999, primarily due
to the termination of our tolling arrangement with Valesul, which is an
unconsolidated subsidiary, whereby that company now sells its production
directly into the market rather than through our wholly-owned subsidiary
Aluvale, offset by increases in average prices and increased alumina sales.

                                        37


     Revenues from other products and services increased 57.8% to US$202 million
in 2000 from US$128 million in 1999, primarily resulting from increases in the
international prices for pulp and paper products. We are currently in the
process of divesting our pulp and paper business.

 Operating Costs and Expenses

     Overall costs and expenses increased 36.2% to US$2,937 million in 2000 from
US$2,156 million in 1999. This increase includes US$234 million or 10.9% in
2000, relating to newly acquired subsidiaries which in total generated US$308
million of additional consolidated revenues (US$101 million relating to the
acquisition of Samitri and Socoimex and US$207 million relating to the
consolidation of ferro-alloy and kaolin subsidiaries).

     Cost of ores and metal sold increased 42.9% to US$1,423 million in 2000
from US$996 million in 1999, or 7.3% more than the increase in revenues. This
mainly reflects increased costs of acquiring pellets due to the termination of
tolling arrangements with affiliates and increased fuel costs.

     Cost of transportation services sales increased 30.7% to US$481 million in
2000 from US$368 million in 1999 or 12.3% more than the increase in revenues.
The most important factors in this increase were the continuing upward trend in
fuel costs (primarily determined by the international market) and the increase
in volumes, partially offset in terms of revenues by lower prices in
transportation services other than shipping.

     Cost of aluminum products sold increased 3.4% to US$334 million in 2000
from US$323 million in 1999, reflecting increases in the purchase price of these
products, substantially offset by decreases in volumes purchased.

     Cost of other products sold increased 60.5% to US$191 million in 2000 from
US$119 million in 1999, primarily due to increases in the prices for pulp and
paper products.

     Selling, general and administrative expenses increased 63.0% to US$225
million in 2000 from US$138 million in 1999. Newly acquired subsidiaries added
US$36 million to these costs, or 26.1%, in 2000. General and administrative
costs further increased by US$28 million in 2000 compared to 1999 as a result of
transferring various accounting, control, legal and information technology
functions from the operating divisions to the corporate center and outsourcing
data processing activities. The remaining increase of US$23 million is
attributable to the effect of increased business activity on selling and general
expenses.

     Research and development, employee profit sharing and other costs and
expenses increased 33.5% to US$283 million in 2000 from US$212 million in 1999
mainly due to increased geological research activity targeting copper deposits,
and to provisions for labor-related and tax contingencies, which were US$24
million higher in 2000 than in 1999.

 Non-Operating Income (Expenses)

     Net non-operating expenses increased to US$253 million in 2000 from US$250
million in 1999. Although the rate of devaluation of the real against the U.S.
dollar in 2000 was lower than in 1999, thereby reducing our net foreign exchange
and monetary loss (mainly on our foreign currency debt) by US$71 million, this
positive impact was offset by an increase in financial expenses of US$82
million, most of which was related to increased borrowing (US$53 million) and to
taxes on financial transactions (US$25 million).

 Income Taxes

     In 2000, we obtained approval for certain tax incentives relative to our
iron ore and manganese operations in Carajas, which resulted in a tax saving of
US$31 million. As a result, our income tax benefit was US$25 million in 2000
compared to an expense of US$33 million in 1999. We also continue to pay
tax-deductible dividends in the form of interest on shareholders' equity, which
reduced our taxes payable by US$222 million in 2000 compared to US$181 million
in 1999.

                                        38


 Affiliates and Joint Ventures

     Our equity in the results of affiliates and joint ventures and provisions
for losses on equity investments in aggregate totaled a gain of US$329 million
in 2000 as compared to a loss of US$227 million in 1999.

     In 1999, most of our affiliates and joint ventures in Brazil recorded
losses due to the effects of the devaluation of the real on their foreign
currency debt. Our affiliates in the aluminum sector were especially affected.
Albras reported a loss of US$203 million, of which we recognized US$104 million
through equity accounting. Alunorte reported a loss of US$137 million, of which
we recognized US$89 million through equity accounting. In 2000, with a more
stable exchange rate and price improvements, all our affiliates and joint
ventures recorded positive results except for Centro-Atlantica and CFN, our
railroad investments.

     The operating results of our major affiliates and joint ventures in 2000 as
compared with 1999 were influenced by the following major factors:

     Albras -- Albras contributed US$66 million to our net income in 2000.
Aluminum sales volume increased 2.8% to 366,000 tons in 2000 from 356,000 tons
in 1999 and average prices increased 16.0% to US$1,508.42 per ton in 2000 from
US$1,300.35 per ton in 1999.

     Alunorte -- Alunorte contributed US$11 million to our net income in 2000.
Alumina sales volume rose 14.8% to 1,628,000 tons in 2000 from 1,418,000 tons in
1999 and average prices increased 16.9% to US$196.63 per ton in 2000 from
US$168.17 per ton in 1999.

     MRN -- MRN contributed US$36 million to our net income in 2000. Bauxite
sales volume increased 3.3% to 11,242,000 tons in 2000 from 10,884,000 tons in
1999 and average prices increased 3.2% to US$21.18 per ton in 2000 from US$20.53
per ton in 1999.

     Bahia Sul -- Bahia Sul contributed US$42 million to our net income in 2000,
compared to US$13 million in 1999. Pulp sales volume decreased 8.7% to 367,000
tons in 2000 from 402,000 tons in 1999 and average pulp prices increased 31.5%
to US$618 per ton in 2000 from US$470 per ton in 1999. Paper sales volume
decreased 2.3% to 211,000 tons in 2000 from 216,000 tons in 1999 and average
paper prices increased 28.8% to US$824 per ton in 2000 from US$640 per ton in
1999. In the first half of 2001, we sold our interest in Bahia Sul for
approximately US$320 million, US$2.4 million of which corresponded to unpaid
dividends relating to 2000.

     Cenibra -- Cenibra contributed US$66 million to our net income in 2000.
Pulp sales volume decreased 2.5% to 789,000 tons in 2000 from 809,000 tons in
1999 and average prices increased 38.0% to US$587.54 per ton in 2000 from
US$425.79 per ton in 1999. On July 6, 2001, our former partner in Cenibra agreed
to buy our stake in Cenibra for US$670.5 million. The closing of this
transaction took place in September 2001.

     Steel sector affiliates -- Increases in volumes and prices, plus
productivity gains, produced a contribution of US$59 million to our net income
in 2000. Of this total, US$13 million relates to investments that we disposed of
in 2000 or 2001. We are pursuing the sale of most of our remaining steel
interests. In 1999, the devaluation of the real substantially affected the
results of these affiliates, producing a contribution of only US$7 million to
our consolidated earnings in that year.

  RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 COMPARED TO THE
YEAR ENDED DECEMBER 31, 1998

  Revenues

     Net operating revenues decreased 13.4% to US$3,076 million in 1999 from
US$3,553 million in 1998, reflecting decreases in substantially all of our major
products and services.

     Revenues from iron ore and pellets decreased 12.2% to US$1,694 million in
1999 from US$1,930 million in 1998, representing a decrease in volume sold of
3.3% to 96.3 million tons in 1999 from 99.6 million tons in 1998 and a decrease
in the average selling prices of 11.7%, partially offset by a change in the mix
of the products sold. Our iron ore and pellet prices are 96% linked to the U.S.
dollar.

                                        39


The decrease in average selling prices was due to a less favorable scenario for
steel production at the time of the 1999 price negotiations and consequent
unfavorable results for iron ore producers. In terms of our two major markets,
sales volume increased in Asia (including Japan) by 7.1% whereas in Europe sales
volume decreased by 17.2% due to the decrease in steel production. Average
selling prices in both markets fell 11% in 1999 compared to 1998.

     Revenues from gold sales decreased 7.7% to US$155 million in 1999 from
US$168 million in 1998, due to a decrease in quantity sold of 2.8% and a 5.1%
decline in average selling prices in 1999 compared to 1998. International market
prices quoted in U.S. dollars declined on average 5.4% in the period.

     Revenues from other mining products (manganese, potash and ferro-alloys),
decreased 12.5% to US$175 million in 1999 from US$200 million in 1998.
Reductions in sales volumes and average selling prices on both manganese and
potash, caused by reduction in demand and market inventory levels, as well as
competition with imports in the case of potash strongly influenced these revenue
decreases. Improved ferro-alloy volumes and prices partially offset these
declines.

     Revenues from transportation services decreased 24.3% to US$642 million in
1999 from US$848 million in 1998. The volume of general cargo handled on our
transportation system (railroads, ports and ships) decreased on average 7.6% in
1999 compared to 1998, due mainly to a drop in industrial production in Brazil.
Average selling prices decreased 18.1% in 1999 compared to 1998. The devaluation
of the real significantly affected these average selling price decreases since
32% of prices in the transportation services area are not linked to the U.S.
dollar. We estimate that the weakening of the real resulted in an overall
reduction in average selling prices, when expressed in U.S. dollars, of 12%, and
the remaining 6.1% substantially relates to reductions in international freight
prices.

     Revenues from aluminum products decreased 10.8% to US$363 million in 1999
from US$407 million in 1998. Average selling prices remained stable in 1999 as
compared to 1998 and the decrease in revenues of US$44 million resulted from the
cession of a portion of our take from Alunorte and Albras which would otherwise
have been sold to third parties.

     Revenues from other products and services increased 21.9% to US$128 million
in 1999 from US$105 million in 1998 primarily because of increased sales of
pulp.

  Operating Costs and Expenses

     Overall costs and expenses decreased 20.1% to US$2,156 million in 1999 from
US$2,699 million in 1998. The most significant factor contributing to this
decrease was the devaluation of the real beginning in mid-January 1999, because,
other than for imported materials and services, we primarily incur our costs and
expenses in reais. Local currency operating costs and expenses (when expressed
in U.S. dollars) decrease when the rate of devaluation of the real against the
U.S. dollar exceeds the rate of inflation, as occurred in 1999. The weighted
average of devaluation in 1999 as compared with 1998 was 36.0% and the weighted
average of inflation was 10.9% compared with the same period.

     Cost of ores and metal sold decreased 26.1% to US$996 million in 1999 from
US$1,348 million in 1998, since we incur 71.1% of our costs in reais. The level
of costs in reais remained stable in 1999 as compared to 1998 following the
major cost reduction and productivity programs implemented subsequent to our
privatization.

     Cost of transportation services sales decreased 16.4% to US$368 million in
1999 from US$440 million in 1998. This decrease was less than the decrease in
overall cost and expenses due mainly to increased fuel costs reflecting
international trends in 1999.

     Cost of aluminum products sold decreased 16.5% to US$323 million in 1999
from US$387 million in 1998, primarily due to a decrease of 15.7% in quantities
sold. Translation effects arising from costs denominated in reais caused the
higher decrease in cost.

     Selling, general and administrative expenses decreased 19.3% to US$138
million in 1999 from US$171 million in 1998 in line with the decrease in overall
costs and expenses.
                                        40


     Other operating costs and expenses decreased 10.1% to US$161 million in
1999 from US$179 million in 1998, which was lower than the decrease in overall
costs and expenses due primarily to additional charges in 1999 arising from
ongoing reviews of estimates relative to provisions for contingencies.

  Non-Operating Income (Expenses)

     Net non-operating expenses in 1999 totaled US$250 million as compared to
net non-operating income in 1998 of US$38 million. Non-operating expenses in
1999 included exchange losses of US$774 million on debt denominated in U.S.
dollars, compared with US$188 million in 1998. The major portion of the exchange
losses in 1999 does not represent a short-term cash outflow since it relates to
medium and long-term debt. Exchange gains on cash equivalents denominated in
U.S. dollars totaled US$285 million in 1999, compared with US$21 million in
1998.

     From September 1998 through December 1999, we concentrated our short-term
financial holdings in U.S. dollar-denominated instruments which resulted in a
reduction of interest income as compared with the previous policy of investing
in high interest bearing Brazilian instruments. This policy, however, resulted
in increased exchange gains upon the devaluation of the real in 1999.

  Income Taxes

     Income tax expense decreased by US$63 million to US$33 million in 1999 from
US$96 million in 1998, mainly due to the reduction in net income in 1999 as
compared to 1998, and the use of tax credits. In 1999, we continued the practice
of paying tax-deductible dividends to our shareholders in the form of interest
on shareholders' equity, thereby reducing our effective tax rate. For more
information on our income taxes, see note 3 to our consolidated financial
statements.

  Affiliates and Joint Ventures

     Our equity in results of affiliates and joint ventures and provisions for
losses on equity investments in aggregate totaled a loss of US$227 million in
1999 as compared to a gain of US$101 million in 1998.

     The losses recorded in 1999 relate mainly to the effects of exchange losses
in Albras, Alunorte and Bahia Sul, all of whose affiliates and joint ventures
have significant U.S. dollar denominated debt, as well as operating losses in
the joint venture Vale Usiminas Participacoes S.A., or VUPSA. In 1999, Bahia Sul
recorded a US$93 million tax valuation allowance reversal.

     The following table provides a comparison of the pre-tax results of the
major affiliates as adjusted for the effects of exchange losses.



                                                FOR THE YEAR ENDED DECEMBER 31,
                       ----------------------------------------------------------------------------------
                                          1999                                       1998
                       -------------------------------------------   ------------------------------------
                                                      (IN MILLIONS OF US$)
                       PRE-TAX INCOME                                PRE-TAX INCOME
                           BEFORE        PRE-TAX      EXCHANGE        (LOSS) BEFORE    PRE-TAX   EXCHANGE
                       EXCHANGE LOSSES    LOSS         LOSSES        EXCHANGE LOSSES    LOSS      LOSSES
                       ---------------   -------   ---------------   ---------------   -------   --------
                                                                               
Albras...............       US$82        US$296        US$378             US$19         US$83     US$102
Alunorte.............          20           193           213                18            18         36
Bahia Sul............          56            71           127               (58)           92         34


     The improved results of Albras reflect the increase of 6% in quantity of
aluminum sold reaching 356,013 tons, of which 346,630 tons went to the foreign
market.

     Alunorte achieved a result in 1999 similar to that reported in 1998.
Although alumina production increased by 5.8% to 1.5 million tons in 1999, a
decrease in average selling prices largely offset this improvement.

     The improved results of Bahia Sul reflect a 20.0% increase in sales volume
to 402,000 tons of pulp and 216,000 tons of paper together with a strong
increase in international prices for its products.

                                        41


     Production and sales of our steel affiliates in 1999 were higher than 1998
levels. However, the devaluation of the real substantially affected our
affiliates in Brazil. Therefore, this sector contributed only US$7 million to
our consolidated earnings in 1999 as compared to US$82 million in 1998.

     In December 1999, we purchased the remaining 50% of VUPSA. We have
consolidated VUPSA at December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

 Liquidity

     Our principal sources of liquidity have consisted of cash generated from
operations and short-term and long-term secured and unsecured borrowings. We
believe these sources will continue to be adequate to meet our currently
anticipated uses of funds, which include working capital, investment capital,
capital expenditures, debt repayment and dividend payments.

     From time to time, we review acquisition and investment opportunities and
will, if a suitable opportunity arises, make an investment. We can make any
future investments either directly or through subsidiaries, joint ventures or
affiliated companies, and we may fund these investments through internally
generated funds, the issuance of debt or equity or a combination of these
methods.

     As a result of our acquisitions in 2000, we generated a net decrease in
cash and cash equivalents of US$242 million compared to net increases of US$264
million in 1999 and US$81 million in 1998. At September 30, 2001, we had cash
and cash equivalents of US$1,708 million.

 Sources of Funds

     Operating activities provided net cash flows of US$1,090 million in the
nine months ended September 30, 2001 compared to US$967 million in the nine
months ended September 30, 2000, and net cash flows of US$1,424 million in 2000,
compared to US$1,336 million in 1999 and US$1,372 million in 1998.

     Financing activities (before distributions to shareholders), which include
short-term and long-term secured and unsecured borrowings and debt repayments,
provided net cash flows of US$161 million in the nine months ended September 30,
2001 compared to net cash flows of US$66 million in the nine months ended
September 30, 2000, and provided net cash flows of US$176 million in 2000
compared to using net cash flows of US$41 million in 1999 and providing net cash
flows of US$32 million in 1998. In 2000, our principal source of borrowed funds
was a US$300 million asset securitization.

     At September 30, 2001, our aggregate outstanding debt was US$3,092 million,
consisting of short-term debt of US$1,024 million, including US$121 million in
loans from joint ventures and affiliated companies in connection with our cash
management system, and long-term debt (excluding current portion) of US$2,068
million, including US$4 million in loans from related parties. Our short-term
debt consists primarily of U.S. dollar-denominated trade financing, documented
mainly in the form of export prepayments and export sales advances with
Brazilian and foreign financial institutions.

 Uses of Funds

     Investing activities before proceeds from total of investments, primarily
including acquisitions, other capital expenditures and investments in and loans
to joint ventures and affiliated companies, consumed net cash flows of US$955
million in the nine months ended September 30, 2001 compared to US$1,179 million
in the nine months ended September 30, 2000, and net cash flows of US$1,533
million in 2000, compared to US$469 million in 1999.

                                        42


     Other significant uses of cash included:

     - repayment of debt, which consumed US$353 million, US$353 million, US$444
       million, US$347 million and US$326 million for the nine months ended
       September 30, 2001 and 2000 and for the years ended December 31, 2000,
       1999 and 1998, respectively.

     - payment of dividends and interest on shareholders' equity, which consumed
       US$639 million, US$251 million, US$246 million, US$452 million and US$607
       million for the nine months ended September 30, 2001 and 2000 and for the
       years ended December 31, 2000, 1999 and 1998, respectively.

DEBT

     Our long-term debt consists principally of U.S. dollar-denominated notes
and borrowings. At September 30, 2001, approximately US$495 million of our debt
was secured by liens on some of our assets.

     All of our currently outstanding long-term debt is likely to mature by 2011
in accordance with the schedule below:



THROUGH SEPTEMBER 30,                                          (IN MILLIONS OF US$)(1)
                                                            
  2002......................................................          US$   55
  2003......................................................               642
  2004......................................................               713
  2005......................................................               192
  2006......................................................               129
  2007 and thereafter.......................................               277
  No due date (perpetual notes).............................                56
                                                                      --------
     Total..................................................          US$2,064
                                                                      ========


---------------

(1) Excludes US$4 million in loans from related parties.

     We often use joint venture and affiliated company ownership structures with
domestic and foreign partners to finance our large-scale projects. On occasion,
we provide guarantees to support the debt of these joint ventures and affiliated
companies. At September 30, 2001, we had extended guarantees for borrowings of
joint ventures and affiliated companies in an aggregate amount of US$843
million, of which US$645 million was denominated in U.S. dollars and the
remaining US$198 million was denominated in Brazilian currency. These guarantees
do not appear in the table above.

     At September 30, 2001, US$308 million of our total long-term debt was
guaranteed by non-CVRD Group entities pursuant to a transaction which arose out
of our privatization.

     We use derivative instruments to manage our exposure to interest rate
fluctuations. For a detailed description on these derivative instruments, see
"-- Market Risk." Giving effect to these instruments, at September 30, 2001, our
weighted average effective interest rate on long-term debt was 7.43%.

     Some of our long-term debt instruments contain restrictive financial
covenants. We believe that we will be able to operate within the terms of these
financial covenants for the foreseeable future. None of these covenants
restrains our ability to pay dividends on equity securities at the parent
company level.

     We intend to raise approximately $300 million in debt during 2002, with an
expected maturity in 2007. We will use the proceeds for general corporate
purposes.

CAPITAL EXPENDITURES

     The table below sets forth our capital expenditures by business area for
the periods indicated. Our capital expenditures have historically been more
intensive in the second half of the year.

                                        43




                                                                                  FOR THE NINE MONTHS
                                               FOR THE YEAR ENDED DECEMBER 31,    ENDED SEPTEMBER 30,
                                              ---------------------------------   -------------------
BUSINESS AREA                                   1998        1999        2000        2000       2001
-------------                                 ---------   ---------   ---------   --------   --------
                                                               (IN MILLIONS OF US$)
                                                                              
Ferrous.....................................   US$346      US$183      US$354      US$157     US$310
Non-ferrous.................................       32          56          50          29         36
Logistics...................................        1           4          14          12         17
Energy......................................       20          18          19          11         72
Corporate center............................       13           4          10           5          9
                                               ------      ------      ------      ------     ------
     Total..................................   US$412      US$265      US$447      US$214     US$444
                                               ======      ======      ======      ======     ======


     For the nine months ended September 2001, capital expenditures for the
maintenance of ferrous products were US$129 million. At September 2001, capital
expenditures relating to ferrous product projects were US$139 million. This was
due to the investment in the construction of the Sao Luis pelletizing plant
(US$66 million), the infrastructure for the Sao Luis pelletizing plant (US$40
million), the acquisition of locomotives and wagons (US$21 million), and the
construction of a new stockyard and pier at the Ponta da Madeira marine terminal
(US$5 million).

     For the nine months ended September 2001, capital expenditures for the
maintenance of non-ferrous products were US$21 million, and capital expenditures
for non-ferrous projects were US$3 million due to the increase in the capacity
of potash production.

     For the nine months ended September 2001, capital expenditures for the
maintenance of logistics was US$5 million, and capital expenditures for
logistics projects were US$14 million. The main projects were the enlargement of
the Praia Mole marine terminal (US$2 million) and the acquisition of locomotives
and wagons (US$8 million).

     For the nine months ended September 2001, capital expenditures for energy
were US$72 million due to investments in the construction of hydroelectric power
plants. Our actual expenditures for that period exceeded our budgeted capital
expenditure for energy by US$5 million, which were financed with operating cash
flow.

     The table below sets forth our capital expenditures budget for 2001.



                                                                 BUDGETED EXPENDITURES
BY BUSINESS AREA                                                       FOR 2001
----------------                                              ---------------------------
                                                              (IN MILLIONS OF US$ EXCEPT
                                                                  PERCENTAGE AMOUNTS)
                                                                           
Ferrous.....................................................    US$514             71.7%
Non-ferrous.................................................        55              7.7
Logistics...................................................        58              8.1
Energy......................................................        67              9.3
Corporate center............................................        23              3.2
                                                                ------             ----
     Total..................................................    US$717              100%
                                                                ======             ====


     Structural changes in the production of iron ore and steel have been
generating a growing global demand for pellets and smoothing the volatility of
the pellet market. See "Business -- Our Strengths -- Well-Positioned to Meet
Demand in a Changing Steel Industry." In the belief that this trend will
continue over the next few years, we have been investing heavily in our pellet
operations. At September 30, 2001, we had invested US$66 million in the Sao Luis
pelletizing plant construction project. Completion is expected in the first
quarter of 2002. The plant is designed to have an annual production capacity of
6 million tons. We estimate the total investment cost for the Sao Luis plant at
US$181 million, the equivalent of US$39 per annual ton of pellet production
capacity.

                                        44


     Similarly, we and our partners in the Tubarao pelletizing complex have
approved a capacity expansion from a current 25 million tons to 28.2 million
tons of pellets per year. Completion is scheduled for 2003. The total cost is
estimated at US$81 million, or US$25.3 per ton, which is lower than the figure
for the Sao Luis plant. Our expenditure on this project for the first nine
months of 2001 was US$1 million.

     The demand pressures and low investment in power generation over the last
decade indicate a trend of rising electricity prices in Brazil. Investment in
energy is therefore expected to become a powerful tool in controlling and
reducing costs. This amount will be absorbed by the ongoing hydro-electric
projects at Aimores, Porto Estrela, Candonga and Funil.

     Most of the capital expenditures budget relating to replacement and
improvement is expected to be allocated toward the Southern System, to be spent
mainly on modernization and increasing the capacity of the mines and the Vitoria
Minas railroad. We will modernize control and maintenance systems for the
railroad and will replace a number of processing systems in the mines.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

     Our mineral exploration activities are currently focused on identifying
copper and gold deposits for future exploitation. We incurred geological
exploration expenses of US$31 million in the nine months ended September 30,
2001 compared to US$34 million in the nine months ended September 30, 2000, and
US$48 million, US$27 million and US$48 million in 2000, 1999 and 1998,
respectively.

MARKET RISK

     The principal market risks we face are interest rate risk, exchange rate
risk and commodity price risk. We manage some of these risks through the use of
derivative instruments. Our policy has been to settle all contracts in cash,
without physical delivery of product.

     Our risk management activities follow policies and guidelines that our
board of directors reviewed and approved. These policies and guidelines
generally prohibit speculative trading and short selling and require
diversification of transactions and counter-parties. We monitor and evaluate our
overall position daily in order to evaluate financial results and impact on our
cash flow. We also periodically review the credit limits and creditworthiness of
our hedging counter-parties. We report the results of our hedging activities to
senior management on a monthly basis.

     Interest Rate and Exchange Rate Risk

     The table below sets forth our floating and fixed rate long-term debt,
categorized by local and foreign currency, and as a percentage of our total
long-term debt portfolio at the dates indicated including loans from both
related and unrelated parties, as reflected in our consolidated financial
statements.



                                                  AT DECEMBER 31,            AT SEPTEMBER 30,
                                         ---------------------------------   -----------------
                                              1999              2000               2001
                                         ---------------   ---------------   -----------------
                                               (IN MILLIONS OF US$, EXCEPT PERCENTAGES)
                                                                       
Floating rate debt
  Real-denominated.....................  US$  165   12.8%  US$  137    7.0%  US$   12     0.7%
  Foreign currency denominated.........       537   41.6      1,045   53.1      1,072    52.8
Fixed rate debt
  Real-denominated.....................                          --     --        116     5.7%
  Foreign currency denominated.........       588   45.6        785   39.9        830    40.8
                                         --------   ----   --------   ----   --------    ----
Total..................................  US$1,290    100%  US$1,967    100%  US$2,030     100%
                                         ========   ====   ========   ====   ========    ====


                                        45


     The table below provides information about our debt obligations at December
31, 2000, which are sensitive to changes in interest rates and exchange rates.
The table presents the principal cash flows and related weighted-average
interest rates of these obligations by expected maturity date. Weighted-average
variable interest rates are based on the applicable reference rate (LIBOR or
TJLP) at December 31, 2000. The debt obligations' actual cash flows are
denominated in U.S. dollars or Brazilian reais, as indicated.



                                               FOR THE YEAR ENDED DECEMBER 31,                         FAIR VALUE      FAIR VALUE
                                     ---------------------------------------------------              CASH FLOW AT    ACCOUNTING AT
                                                                                 2007 TO              SEPTEMBER 30,   SEPTEMBER 30,
                                     2002     2003     2004     2005     2006     2012      TOTAL         2001            2001
                                     -----   ------   ------   ------   ------   -------   --------   -------------   -------------
                                                                                                           (1)             (2)
                                                                     (IN THOUSANDS OF U.S. DOLLARS)
                                                                                        
U.S. dollar-denominated
Fixed rate
  Bonds..............        9.375%  US$ 0   US$201   US$  0   US$  0   US$  0   US$  0    US$  201     US$  201        US$  201
  Bonds..............       10.000%      0        0      301        0        0        0         301          301             301
  Loans..............  up to 7.000%      0        0        1        2        1        1           5            5               4
  Loans..............   over 7.000%     15       26       44       63       64      132         321          321             323
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
                                     US$15   US$227   US$346   US$ 66   US$ 41   US$133    US$  828     US$  828        US$  829
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
Floating rate
  Loans..............  up to 7.000%     45      375      281      111       60      191       1,065        1,065           1,017
  Loans..............   over 7.000%      0       16       10       11       10       17          64           64              55
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
                                        45      394      290      122       70      208       1,129        1,129           1,072
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
                                     US$60   US$621   US$636   US$187   US$188   US$341    US$1,957     US$1,957        US$1,901
                                     =====   ======   ======   ======   ======   ======    ========     ========        ========
Real-denominated
Fixed rate
  Loans..............  up to 7.000%  US$15   US$ 13   US$ 12   US$ 16   US$ 15   US$  3    US$   74     US$   74        US$   75
  Loans..............   over 7.000%      5       18       15        7        2        0          47           47              41
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
                                     US$20   US$ 31   US$ 27   US$ 23   US$ 17   US$  3    US$  121     US$  121        US$  116
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
Floating rate
  Loans..............   over 7.000%      0        1       11        0        0        0          12           12              12
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
                                        --        1       11       --       --       --          12           12              12
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
                                     US$20   US$ 32   US$ 38   US$ 23   US$ 17   US$  3    US$  133     US$  133        US$  128
                                     -----   ------   ------   ------   ------   ------    --------     --------        --------
Total................                US$80   US$653   US$674   US$209   US$128   US$344    US$2,090     US$2,090        US$2,029
                                     =====   ======   ======   ======   ======   ======    ========     ========        ========


---------------

(1) Includes future payments of interest.

(2) Based on the values recorded in our consolidated financial statements, which
    include prorated interest up to September 30, 2001.

  Interest Rate Risk

     We are exposed to interest rate risk in our floating-rate debt. Our
long-term floating-rate debt consists principally of U.S. dollar denominated
notes and borrowings which we have incurred primarily in connection with capital
expenditures, and investments in and loans to joint ventures and affiliated
companies. Our short-term floating-rate debt consists principally of U.S. dollar
denominated trade financing. In general, our foreign currency floating rate debt
is principally subject to changes in the London Interbank Offered Rate, or
LIBOR. Our floating rate debt denominated in reais is principally subject to
changes in the TJLP (Long Term Interest Rate), as fixed by the Central Bank.

     Our interest rate derivatives portfolio generally consists of option trades
which aim to cap our exposure to interest rate fluctuations. A cap is the
maximum rate we will be required to pay on the notional amount of the debt.
Conversely, a floor is the minimum rate we will be required to pay on the

                                        46


notional amount of the debt. Certain caps are subject to knock-out provisions
which, if triggered, eliminate the protection provided by the cap.

     The table below sets forth certain information with respect to our interest
rate derivatives portfolio at September 30, 2001 and 2000:


                                   AT SEPTEMBER 30, 2001
                       ---------------------------------------------
                                                     UNREALIZED GAIN
TYPE                   NOTIONAL VALUE   RATE RANGE       (LOSS)
----                   --------------   ----------   ---------------
                         (IN MILLIONS OF US$, EXCEPT RATE RANGES)
                                            
Cap..................     US$1,375          5-8%        US$  1.80
Floor................        1,000         5-6.5              (31)
Swap.................          125       5.5-7.5               12
                                                        ---------
                                                        US$(41.29)
                                                        =========


                                   AT SEPTEMBER 30, 2000
                       ---------------------------------------------
                                                     UNREALIZED GAIN
TYPE                   NOTIONAL VALUE   RATE RANGE       (LOSS)        FINAL MATURITY
----                   --------------   ----------   ---------------   --------------
                                  (IN MILLIONS OF US$, EXCEPT RATE RANGES)
                                                           
Cap..................     US$1,200          5-8%         US$7.26          11/2006
Floor................          850        5-6.5%              (3)         11/2006
Swap.................           --           --               --          10/2007
                                                         -------
                                                         US$3.83
                                                         =======


     The table below sets forth certain information with respect to our interest
rate derivatives portfolio at December 31, 2000 and 1999.


                                   AT DECEMBER 31, 2000
                       ---------------------------------------------
                                                     UNREALIZED GAIN
TYPE                   NOTIONAL VALUE   RATE RANGE       (LOSS)
----                   --------------   ----------   ---------------
                         (IN MILLIONS OF US$, EXCEPT RATE RANGES)
                                            
Cap..................     US$1,200        5-8%            US$ 3
Floor................          850       5-6.5               (7)
Swap.................          125      5.5-7.5              (4)
                                                          -----
                                                          US$(8)
                                                          =====


                                   AT DECEMBER 31, 1999
                       ---------------------------------------------
                                                     UNREALIZED GAIN
TYPE                   NOTIONAL VALUE   RATE RANGE       (LOSS)        FINAL MATURITY
----                   --------------   ----------   ---------------   --------------
                                  (IN MILLIONS OF US$, EXCEPT RATE RANGES)
                                                           
Cap..................     US$1,200        5-8%            US$10           12/2004
Floor................          850       5-6.5%              (4)          12/2004
Swap.................           --         --                --           10/2007
                                                          -----
                                                          US$ 6
                                                          =====


     The unrealized losses and gains represent the amounts payable or receivable
if the transactions had been settled on the dates indicated.

  Exchange Rate Risk

     Our long-term debt is primarily denominated in foreign currencies,
principally the U.S. dollar. Because our revenues are primarily
dollar-denominated, we do not believe that the high incidence of
dollar-denominated debt in our long-term debt portfolio exposes us to an undue
amount of exchange rate risk.

     However, a portion of our indebtedness is also denominated in euros and in
Japanese yen, and we use derivatives instruments to protect ourselves against
specific risks associated with exchange rate movements in these foreign
currencies.

     The table below sets forth certain information with respect to our exchange
rate derivatives portfolio at September 30, 2001 and 2000:


                                      AT SEPTEMBER 30, 2001
                       ----------------------------------------------------
                                                            UNREALIZED GAIN
TYPE                   NOTIONAL VALUE      PRICE RANGE          (LOSS)
----                   --------------   -----------------   ---------------
                             (IN MILLIONS OF US$, EXCEPT RATE RANGES)
                                                   
Yen Purchased........     US$31.44      Y70-110 per US$        US$(0.88)
Euro Purchased.......        12.35         E1.10-1.30 per         (3.34)
Euro Sold............         4.07      E0.90-1.2 per US $         0.83

BRL Sold.............                                                 0
                                                               --------
                                                               US$(3.19)
                                                               ========


                                      AT SEPTEMBER 30, 2000
                       ---------------------------------------------------
                                                           UNREALIZED GAIN
TYPE                   NOTIONAL VALUE     PRICE RANGE          (LOSS)        FINAL MATURITY
----                   --------------   ----------------   ---------------   --------------
                                     (IN MILLIONS OF US$, EXCEPT RATE RANGES)
                                                                 
Yen Purchased........     US$17.37      Y70-110 per US$       US$  0.2           4/2005
Euro Purchased.......        13.29            E1.10-1.30         (2.70)          4/2005
Euro Sold............           --                    --            --          10/2001
BRL Sold.............       120.00                                1.01          11/2000
                                                              --------
                                                              US$(1.52)
                                                              ========


                                        47


     The table below sets forth certain information with respect to our exchange
rate derivatives portfolio at December 31, 2000 and 1999. These derivatives are
structured forwards that we have purchased, which will require us to purchase
foreign currencies as specified below:



                                    AT DECEMBER 31, 2000                            AT DECEMBER 31, 1999
                       ----------------------------------------------   ---------------------------------------------
                       NOTIONAL                       UNREALIZED GAIN   NOTIONAL                      UNREALIZED GAIN    FINAL
TYPE                    VALUE        PRICE RANGE          (LOSS)         VALUE       PRICE RANGE          (LOSS)        MATURITY
----                   --------   -----------------   ---------------   --------   ----------------   ---------------   --------
                                                       (IN MILLIONS OF US$, EXCEPT PRICE RANGES)
                                                                                                   
Yen..................     US$15     Y90-100 per US$        US$(2)           US$8    Y90-100 per US$        US$0.6        4/2005
Euro.................        12    US$0.9-1.2 per E           (2)           13.3   US$0.9-1.2 per E       US$(1.1)       4/2005
                                                      ----------                                      -----------
                                                           US$(4)                                         US$(0.5)
                                                      ==========                                      ===========


     The unrealized losses and gains represent the amounts payable or receivable
if the transactions had been settled on the dates indicated.

  Commodity Price Risk

     We are also exposed to various market risks relating to the volatility of
world market prices for:

     - iron ore, which represented 53.5% of our 2000 consolidated revenues,

     - aluminum, which represented 8.9% of our 2000 consolidated revenues, and

     - gold, which represented 3.8% of our 2000 consolidated revenues.

     We do not enter into derivatives transactions to hedge our iron ore
exposure. For information on how our iron ore export sales are priced, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operation -- Overview -- Prices."

     To manage the risk associated with fluctuations in aluminum prices, our
affiliates Albras and Alunorte engage in hedging transactions involving put and
call options, as well as forward contracts. These derivative instruments allow
Albras and Alunorte to establish minimum average profits for their future
aluminum production in excess of their expected production costs and therefore
ensure stable cash generation. However, they also have the effect of reducing
potential gains from price increases in the spot market for aluminum.

     We have a 51% voting capital interest and a 51% total capital interest in
Albras. The table below sets forth certain information with respect to Albras's
derivatives portfolio at September 30, 2001 and 2000:


                                        AT SEPTEMBER 30, 2001                              AT SEPTEMBER 30, 2000
                           ------------------------------------------------   ------------------------------------------------
                                                            UNREALIZED GAIN                                    UNREALIZED GAIN
TYPE                       NOTIONAL VALUE    PRICE RANGE        (LOSS)        NOTIONAL VALUE    PRICE RANGE        (LOSS)
----                       --------------   -------------   ---------------   --------------   -------------   ---------------
                              (TONS OF      (US$ PER TON)    (IN MILLIONS        (TONS OF      (US$ PER TON)    (IN MILLIONS
                             ALUMINUM)                          OF US$)         ALUMINUM)                          OF US$)
                                                                                             
Puts purchased...........      67,500        1,400-1,600        US$10.1           45,000        1,400-1,500       US$  2.5
Forwards sold............      54,750        1,400-1,600            9.6           39,750        1,500-1,700           (0.7)
Calls sold...............      54,750        1,500-1,800           (0.3)         101,250        1,500-1,700           (7.2)
Hybrid Instruments(1)....     108,187                              (1.4)          97,455                              (5.4)
                                                                -------                                           --------
                                                                US$18.0                                           US$(10.8)
                                                                =======                                           ========



TYPE                       FINAL MATURITY
----                       --------------

                        
Puts purchased...........     12/2003
Forwards sold............     12/2006
Calls sold...............      6/2004
Hybrid Instruments(1)....      6/2004


---------------

(1) The payoff of these instruments depends, at least partly, on the manner in
    which the price of the underlying asset behaves during the life of the
    transaction.

                                        48


     The table below sets forth certain information with respect to Albras's
derivatives portfolio at December 31, 2000 and 1999:


                                     AT DECEMBER 31, 2000                               AT DECEMBER 31, 1999
                       ------------------------------------------------   ------------------------------------------------
                                                        UNREALIZED GAIN                                    UNREALIZED GAIN
TYPE                   NOTIONAL VALUE    PRICE RANGE        (LOSS)        NOTIONAL VALUE    PRICE RANGE        (LOSS)
----                   --------------   -------------   ---------------   --------------   -------------   ---------------
                          (TONS OF      (US$ PER TON)    (IN MILLIONS        (TONS OF      (US$ PER TON)    (IN MILLIONS
                         ALUMINUM)                          OF US$)         ALUMINUM)                          OF US$)
                                                                                         
Puts purchased.......      42,000        1,450-1,650        US$ 2.0           39,000        1,450-1650        US$ (5.3)
Forwards sold........      85,189        1,500-1,700           (1.4)         168,000        1,500-1700             (20)
Calls sold...........     105,000        1,500-1,700           (5.5)          90,000        1,500-1700           (13.8)
                                                            -------                                           --------
                                                            US$(4.9)                                          US$(39.1)
                                                            =======                                           ========



TYPE                   FINAL MATURITY
----                   --------------

                    
Puts purchased.......     12/2001
Forwards sold........     12/2006
Calls sold...........     12/2003


     We have a 50.3% voting capital interest and a 49.3% total capital interest
in Alunorte. The table below sets forth certain information with respect to
Alunorte's derivatives portfolio at September 30, 2001 and 2000:


                                        AT SEPTEMBER 30, 2001                              AT SEPTEMBER 30, 2000
                           ------------------------------------------------   ------------------------------------------------
                                                            UNREALIZED GAIN                                    UNREALIZED GAIN
TYPE                       NOTIONAL VALUE    PRICE RANGE        (LOSS)        NOTIONAL VALUE    PRICE RANGE        (LOSS)
----                       --------------   -------------   ---------------   --------------   -------------   ---------------
                              (TONS OF      (US$ PER TON)    (IN MILLIONS        (TONS OF      (US$ PER TON)    (IN MILLIONS
                             ALUMINUM)                          OF US$)         ALUMINUM)                          OF US$)
                                                                                             
Puts purchased...........      26,250        1,400-1,600       US$  4.6           42,000        1,400-1,600       US$  4.1
Forwards sold............      30,500        1,400-1,600            3.2            5,250        1,600-1,800            0.3
Calls sold...............      38,000        1,600-1,800           (0.1)          43,500        1,600-1,800           (2.4)
Hybrid Instruments(2)....     272,000                               0.5          162,000                              (2.9)
                                                               --------                                           --------
                                                               US$  8.2                                           US$ (0.9)
                                                               ========                                           ========



TYPE                       FINAL MATURITY
----                       --------------

                        
Puts purchased...........     12/2002
Forwards sold............      3/2003
Calls sold...............     12/2003
Hybrid Instruments(2)....     12/2003


---------------

(2) The payoff of these instruments depends, at least partly, on the manner in
    which the price of the underlying asset behaves during the life of the
    transaction.

     The table below sets forth certain information with respect to Alunorte's
derivatives portfolio at December 31, 2000 and 1999:


                                      AT DECEMBER 31, 2000                                 AT DECEMBER 31, 1999
                       ---------------------------------------------------   ------------------------------------------------
                                                           UNREALIZED GAIN                                    UNREALIZED GAIN
TYPE                   NOTIONAL VALUE     PRICE RANGE          (LOSS)        NOTIONAL VALUE    PRICE RANGE        (LOSS)
----                   --------------   ----------------   ---------------   --------------   -------------   ---------------
                          (TONS OF                          (IN MILLIONS        (TONS OF                       (IN MILLIONS
                         ALUMINUM)       (US$ PER TON)         OF US$)         ALUMINUM)      (US$ PER TON)       OF US$)
                                                                                            
Puts purchased.......      60,000         1,450-1,650          US$ 3.8                                           US$   --
Forwards sold........      24,000         1,500-1,700             (0.3)          15,000        1,500-1,700            0.8
Calls sold...........     163,500         1,500-1,700             (5.1)          60,000        1,500-1,700            2.9
                                          1,450-1,550
                                        (puts purchased)
Collars conditional..      36,000         1,550-1,750
                                          (calls sold)             0.2
                                                               -------                                           --------
                                                               US$(1.4)                                          US$  3.7
                                                               =======                                           ========



TYPE                   FINAL MATURITY
----                   --------------

                    
Puts purchased.......     12/2002
Forwards sold........     12/2002
Calls sold...........     12/2002
Collars conditional..
                          12/2003


     To manage the risk associated with fluctuations in gold prices, we enter
into derivative instruments which allow us to establish a minimum profit level
for future gold production. However, they may also have the effect of
eliminating potential gains on certain price increases in the spot market for
gold.

                                        49


     The table below sets forth certain information with respect to our gold
derivatives portfolio at September 30, 2001 and 2000:


                                      AT SEPTEMBER 30, 2001                              AT SEPTEMBER 30, 2000
                         ------------------------------------------------   ------------------------------------------------
                                                          UNREALIZED GAIN                                    UNREALIZED GAIN
TYPE                     NOTIONAL VALUE    PRICE RANGE        (LOSS)        NOTIONAL VALUE    PRICE RANGE        (LOSS)
----                     --------------   -------------   ---------------   --------------   -------------   ---------------
                            (TONS OF                       (IN MILLIONS        (TONS OF                       (IN MILLIONS
                           ALUMINUM)      (US$ PER TON)       OF US$)         ALUMINUM)      (US$ PER TON)       OF US$)
                                                                                           
Puts purchased.........     479,500          270-340         US$10.79           552,000           302-372       US$13.42
Calls sold.............     545,500          305-580            (4.79)        1,224,800           305-366          (7.11)
Hybrid
  Instruments(3).......      25,000                              0.10
                                                             --------                                           --------
                                                             US$ 6.10                                           US$ 6.31
                                                             ========                                           ========



TYPE                     FINAL MATURITY
----                     --------------

                      
Puts purchased.........     12/2005
Calls sold.............     12/2005
Hybrid
  Instruments(3).......     12/2005


---------------

(3) The payoff of these instruments depends, at least partly, on the manner in
    which the price of the underlying asset behaves during the life of the
    transaction.

     The table below sets forth certain information with respect to our gold
derivatives portfolio at December 31, 2000.



                                                                        DECEMBER 31, 2000
                                                  -------------------------------------------------------------
                                                                               UNREALIZED GAIN
TYPE                                              QUANTITY     PRICE RANGE         (LOSS)        FINAL MATURITY
----                                              --------     -----------     ---------------   --------------
                                                   (OZ.)      (US$ PER OZ.)     (IN MILLIONS
                                                                                   OF US$)
                                                                                     
Puts purchased..................................  479,500        300-345            US$13           12/2004
Calls sold......................................  999,800        330-390               (5)          12/2004
                                                                 300-315
                                                                  (puts
                                                               purchased)
Collars conditional.............................   15,000        330-350
                                                              (calls sold)              1           11/2002
                                                                                    -----
                                                                                    US$ 9
                                                                                    =====


     The unrealized gain in the amount of US$9 million represents the amount
receivable if all transactions had been settled on December 31, 2000.

     The table below sets forth certain information with respect to our gold
derivatives portfolio at December 31, 1999.



                                                                     DECEMBER 31, 1999
                                                     -------------------------------------------------
TYPE                                                 QUANTITY      UNREALIZED GAIN      FINAL MATURITY
----                                                 ---------   --------------------   --------------
                                                       (OZ.)     (IN MILLIONS OF US$)
                                                                               
Forwards sold......................................     20,000          US$ --             12/2000
Puts purchased.....................................    374,500               7             12/2004
Calls sold.........................................  1,446,000             (17)            12/2004
                                                                        ------
                                                                        US$(10)
                                                                        ======


                                        50


                             IRON INDUSTRY OVERVIEW

IRON ORE INDUSTRY

  INTRODUCTION

     Iron ore is the primary component of the world's production of iron and
steel with essentially all iron ore produced worldwide consumed in steelmaking.
Iron ore demand, and therefore pricing, depend on the global steel industry.
Conditions in the steel industry generally reflect global economic conditions,
but, since demand for steel is driven by basic components of industrial and
economic growth (e.g., heavy construction and automotive industries), from time
to time regional differences exist in steel and, therefore, in iron ore demand.

     Since 1960, world pig iron production has grown at an average rate of 2.2%
per year to 576 million tonnes in 2000. Pig iron is a high carbon primary iron
made by smelting iron ore in blast furnaces using carbonaceous materials.
Production and growth trends in pig iron are representative of trends in iron
ore. This growth is consistent with the growth in global steel production over
the same period, with both largely influenced by economic development in the
East Asia and Southeast Asian regions. Iron ore production is expected to grow
at an average rate of 1.2% per year over the next five years according to Grant
Samuel Independent Valuation of North Limited.
[LINE GRAPH OF WORLD PRODUCTION OF PIG IRON AND CRUDE STEEL]



                                                                        CRUDE STEEL                          PIG IRON
                                                                        -----------                          --------
                                                                                           
1960                                                                        347                                242
1961                                                                        347                                251
1962                                                                        354                                257
1963                                                                        379                                272
1964                                                                        430                                308
1965                                                                        452                                326
1966                                                                        471                                336
1967                                                                        493                                352
1968                                                                        524                                378
1969                                                                        571                                408
1970                                                                        595                                427
1971                                                                        582                                423
1972                                                                        630                                447
1973                                                                        696                                494
1974                                                                        704                                503
1975                                                                        644                                470
1976                                                                        675                                489
1977                                                                        675                                486
1978                                                                        717                                501
1979                                                                        747                                528
1980                                                                        716                                508
1981                                                                        707                                497
1982                                                                        645                                453
1983                                                                        663                                458
1984                                                                        710                                491
1985                                                                        719                                500
1986                                                                        714                                496
1987                                                                        736                                509
1988                                                                        780                                538
1989                                                                        786                                545
1990                                                                        770                                532
1991                                                                        734                                504
1992                                                                        720                                499
1993                                                                        728                                528
1994                                                                        725                                509
1995                                                                        752                                524
1996                                                                        751                                517
1997                                                                        799                                547
1998                                                                        777                                539
1999                                                                        788                                541
2000                                                                        847                                576


Source:  Australian Bureau of Agricultural and Resource Economics -- ABARE.

     Worldwide, iron ore is mined in about 50 countries, with the seven largest
of these producing countries -- Brazil, Australia, former USSR republics, China,
India, the United States and South Africa -- accounting for approximately
three-quarters of total world production.

     While most of the seven major iron ore production countries are also major
steel producers, nearly half of estimated world iron ore production in 2000
(between 490 million and 495 million tonnes) changed hands via seaborne
export-import trade. Brazil and Australia together dominate the world's seaborne
trade in iron ore exports, with a 39% and 33% share of seaborne tonnage,
respectively, according to ABN AMRO research.

                                        51


     The following table presents iron ore production for 1985, 1990 and the
1998-2000 period in millions of tonnes by the seven largest producers worldwide,
and the percentage change for the 1999-2000 and 1990-2000 periods.

                        WORLD IRON PRODUCTION BY COUNTRY



                                                 2000    1999    1998    1990    1985    2000/99   2000/90
                                                 -----   -----   -----   -----   -----   -------   -------
                                                        (IN MILLIONS OF TONNES)          (IN PERCENTAGES)
                                                                              
COUNTRY
Brazil.........................................  200.4   188.7   183.1   152.3   128.2     6.2%      31.6%
Australia......................................  171.3   153.0   163.3   113.5    96.2    12.0       50.9
Former Soviet Union............................  157.0   138.1   132.1   236.2   247.6    13.7      (33.5)
China..........................................   99.9    92.2    97.1    80.0    62.1     8.4       24.9
India..........................................   75.4    70.2    71.7    53.7    44.2     7.4       40.4
USA............................................   63.0    57.8    62.9    56.4    49.5     9.0       11.7
Canada.........................................   35.9    34.0    38.7    36.7    40.4     5.6       (2.2)
Others.........................................  134.4   124.7   131.2   156.2   172.0     7.8      (14.0)
                                                 -----   -----   -----   -----   -----    ----      -----
  World........................................  937.3   858.7   880.1   885.0   840.2     9.2%       5.9%
                                                 =====   =====   =====   =====   =====    ====      =====
As a percentage of world production:
Top two........................................   39.7%   39.8%   39.4%   30.0%   26.7%
Top four.......................................   67.1    66.6    65.4    65.8    63.6


---------------

Source: Iron Ore Manual, 2001-2002.

     Globally, the iron ore industry is currently undergoing a period of
consolidation, reflecting a tendency by iron ore producers toward economies of
scale to accelerate efficiency improvements and improve earnings. Following the
latest round of consolidation in 2000 and 2001, the three primary companies in
the global iron ore industry are CVRD, Rio Tinto and BHP. During this period,
CVRD's acquisitions of Socoimex, Samitri, Ferteco and Caemi have sustained its
leading position in the iron ore market place, even as Rio Tinto's acquisition
of North Limited in 2000 moved Rio Tinto ahead of BHP into second place in terms
of annual production. Global producer rankings are presented in the following
chart:

                 MANAGED IRON ORE PRODUCTION BY COMPANY (2000)
[GLOBAL IRON ORE PRODUCTS GRAPH]


                                                           
CVG                                                                              20.00
LKAB                                                                             21.00
Ferteco                                                                          23.00
Iscor                                                                            26.00
Caemi                                                                            35.00
Cleveland Cliffs                                                                 42.00
BHP                                                                              76.00
Rio Tinto                                                                       115.00
CVRD                                                                            129.00


                        PRODUCTION (MILLIONS OF TONNES)
Source: Iron Ore 2002, AME Mineral Economics.
Notes:
- CVRD includes = CVRD + Samitri + Socoimex + GIIC (100%) + Samarco (100%)
- BHP = BHP + Samarco (100%)
- CAEMI = MBR + QCM
- RIO TINTO = Hameraley - Robe River + IOC + Corumbense

                                        52


  IRON ORE MARKETS
     Geographically, the primary iron ore import markets can be broadly divided
into three regions: Asia, Europe and North America. The competition among
producers and exporters to supply steel mill customers in these regions is
primarily dictated by freight costs. A secondary competitive factor is the
demand for particular iron ore products, which also tends to vary along regional
lines. For example, steel mills in North America generally are configured to
process predominantly iron pellets, while blast furnace steel makers in Asia are
configured to process predominantly sinter fines and lump ore. However, the
ability to provide iron ore products tailored to individual customers'
specifications, such as high-grade, low-impurity blending ores, pellets, etc.,
and/or the metallurgical properties of particular ores permit producers to
increase their presence in more distant markets.
     The following table illustrates the distribution of world import demand for
1985, 1990 and the 1998-2000 period in millions of tonnes for the seven largest
importers of iron ore worldwide, and the percentage change for the 1999-2000 and
1990-2000 periods.
                            WORLD IMPORTS BY COUNTRY



                                                  2000    1999    1998    1990    1985    2000/99   2000/90
                                                  -----   -----   -----   -----   -----   -------   -------
                                                         (IN MILLIONS OF TONNES)          (IN PERCENTAGES)
                                                                               
COUNTRY
Japan...........................................  131.7   120.1   120.8   125.3   124.5     9.7%       5.1%
China...........................................   70.0    55.3    51.8    14.3    10.0    26.6      389.5
Germany.........................................   47.6    39.2    46.8    43.7    45.1    21.4        8.9
South Korea.....................................   39.0    35.5    33.6    22.6    13.2     9.9       72.6
France..........................................   19.7    20.2    19.8    18.8    16.2    (2.5)       4.8
Italy...........................................   17.6    15.6    15.7    17.2      --    12.8        2.3
United Kingdom..................................   16.7    17.0    20.8    17.6    15.4    (1.8)      (5.1)
Others..........................................  142.7   130.6   142.5   140.6      --     9.3        1.5
                                                  -----   -----   -----   -----   -----    ----      -----
  World.........................................  485.0   433.5   451.8   400.1   377.5    11.9%      21.2%
                                                  =====   =====   =====   =====   =====    ====      =====
As a percentage of world imports:
Top two.........................................   41.6%   40.5%   38.2%   34.9%   35.6%
Top four........................................   59.4    57.7    56.0    51.5    51.1


---------------

Source: Iron Ore Manual, 2001-2002.
  STEEL INDUSTRY
     Demand for iron ore is dictated by the global steel industry, which
consumes substantially all (98%) of the iron ore produced worldwide. Demand for
crude steel is correlated primarily to the automotive and construction
industries, both of which are affected by the general state of the world
economy. Therefore, demand for iron ore depends ultimately on global economic
conditions.
     The steel industry worldwide produced over 800 million tonnes of crude
steel in 2000. The largest producing countries are China, Japan and the United
States, each of which produces approximately 100 million tonnes annually.
Germany and Korea follow, each of which produces approximately 40-50 million
tonnes annually.
     World crude steel production has grown by an average of 2.3% per year since
1960. Over the next five years, global production is forecasted to grow at a
rate of 1.6% per year. Regional growth rates are expected to vary in line with
regional economic growth. Steel consumption in North America is expected to grow
at about 0.5% per year while developing countries are expected to achieve growth
in excess of 2% per year, according to Grant Samuel Independent Valuation of
North Limited. In particular, steel

                                        53


consumption in Asia is expected to grow at a higher rate as a result of high
rates of investment in industry, transportation, infrastructure, construction
and an overall improvement in standards of living.
  STEEL MANUFACTURING PROCESSES
     There are two basic manufacturing processes that account for the vast
majority of modern steelmaking:
     Integrated Process -- The integrated process is the blast furnace/basic
oxygen furnace process, which currently accounts for approximately 60% of world
steel production. Lump ore and processed fines are fed directly into a
coke-fired blast furnace, together with coke and limestone, to produce pig iron.
Pig iron, together with some scrap steel, is then integrated with oxygen in a
basic oxygen furnace to produce crude steel.
     EAF Process -- According to the Institute for Steel and Iron, the electric
arc furnace, or EAF process, currently accounts for approximately 34% of world
steel production. Scrap steel is melted in an electric arc furnace and then
alloyed in a ladle furnace to produce crude steel. EAF and "mini-mills" (steel
making plants that consume primarily scrap metal and use single-stage,
continuous casting technology to produce end-user ready steel products) have
gained popularity over the last decade as a result of their lower capital cost
and reduced environmental impact.
     According to CRU International the proportion of world steel production
using the EAF process is expected to grow from 34% to 40% over the next few
years, increasing demand for direct reduced iron, or DRI, a clean iron feed
material produced by a high-temperature, solid-state process that removes oxygen
from iron ore. High-quality, low-impurity iron ore can be processed to produce
DRI, which can, in turn, be further treated to make hot briquetted iron, or HBI,
essentially DRI compacted at high temperature into briquettes. Each of these
higher value-added, intermediate iron products benefits from significantly lower
transportation and re-handling costs per delivered tonne of iron content
compared to unprocessed iron ore. DRI and HBI are mainly used to supplement
steel scrap in electric arc furnaces where low levels of metallic impurities are
required. The increasing demand for DRI is expected to result in greater demand
for direct reduction grade pellets. However, the blast furnace segment of the
market currently remains the most important consumer of iron ore products.
  IRON ORE PRODUCTS
     Demand for pellet feed is steadily increasing, due to a combination of
customer specification and environmental preference for the pelletizing process
versus the sintering process. Sinter feed products have become less desirable
due to the amount of greenhouse gases emitted during the sintering process.
Demand for pellet feed is correlated to pellet demand. According to our
estimates, demand for pellets in the seaborne market has increased by 59% from
1990 to 2000 and 28% from 1995 to 2000.
     In addition, significant worldwide reserves of iron ore fines suitable for
pelletizing exist, which provide producers with the ability to convert an
increasing volume of production into pellets. As a result, global trade in
pellets is expected to grow at a rate higher than that of other iron ore
products. The principal constraint on growth of the pellet market is the
installed base of world pellet production capacity, which is currently
approximately 319 million tonnes per year, according to the U.S. Geological
Survey Minerals Yearbook for 1999.
  IRON ORE PRICES
     The majority of the international iron ore trade is conducted pursuant to
frame-type contract arrangements, in which annual tonnages are specified for the
term of the contract, but prices are negotiated annually. Contract prices for
iron ore are influenced by a range of factors, including iron content of
specific ore deposits, the various beneficiation processes required to produce
the desired final product, particle size, moisture content, type and
concentration of contaminants in the ore, and other metallurgical properties.
Contract prices also depend on the geographic location of the relevant ore
deposit. Fines, lump

                                        54


ore and pellets each typically command different prices. Iron ore prices are
specified in U.S. dollars per metallic unit in dry metric tonnes (tonnes) or dry
long tonnes. The base price quoted for a particular tonne of ore depends
principally on its iron content (grade) and moisture content.
     Lump ore has historically traded at a higher price than that of sinter
fines, reflecting its use as a direct feed to blast furnaces. Iron concentrates
typically trade at a level similar to that of sinter fines. Pellets trade at a
significant premium to that of both lump ore and sinter fines.
     Iron ore price negotiations for 2001 were settled at higher prices than
those of the previous year. The table below sets forth the percentage change in
the prices of our non-ore products sold to Europe and Japan over the 2000-2001
period.
               PERCENTAGE CHANGE IN IRON ORE PRICES FOR 2000-2001



                                                              EUROPE(1)   JAPAN(2)
                                                              ---------   --------
                                                                (IN PERCENTAGES)
                                                                    
FINES:
Southern System Standard Sinter Feed........................    4.52%       4.30%
Carajas Sinter Feed.........................................    4.31        4.21
LUMPS:
New Tubarao A...............................................      --        3.23
Special Lump Rio Doce.......................................      --        3.23
PELLETS:
Blast Furnace Pellets.......................................    1.75          --


---------------

Source: CVRD.
(1) Percentage change of prices for Europe is based on prices valid on a
    calendar year basis (January to December 2001). The prices were based on the
    U.S. dollar price per dry metric tonne.
(2) Percentage change of prices for Japan is based on prices valid on a fiscal
    year basis (April 2001 to March 2002). The prices were based on the U.S.
    dollar price per dry long tonne.
COPPER INDUSTRY
     Refined copper is a primary material used in a range of industries,
including automotive and other durable consumer goods (e.g., fine wire, magnet
wire and certain specialty brass mill products), as well as construction (e.g.,
tubing), electrical products and transmission (e.g., wire), and general
industrial (e.g., wire rod and other milled brass). Copper demand is cyclical,
generally varying in line with changes in global and regional economic
conditions. The industrial sectors consuming copper, however, can follow
divergent cycles in some regions during certain periods, including where demand
for consumer durables slows but basic infrastructure construction, such as
electricity transmission, is ongoing. Copper products are priced by reference to
benchmark spot and futures prices on the London Metals Exchange, or LME (or
other major commodities exchanges). Spot and future prices in turn are
influenced by both the general level and trend of end-user demand and the level
of LME or other exchange physical inventories of refined copper metal.
     The international trade in copper involves products in various stages of
refinement:
     - Copper concentrates -- An intermediate mine product, where ore mined is
       processed to create a bulk concentrate with copper content (grade)
       typically ranging between 30% and 35% by volume; sold to smelters which
       further process and refine the material into blister or cathode;
     - Blister/anode copper -- Depending upon the smelter technology employed,
       blister or anode copper may be the final smelter product, requiring an
       additional stage of refining to produce copper cathode; and

                                        55


     - Copper cathode -- Cathode is copper metal refined to 99.9% purity, the
       copper product quoted by the LME and other major commodities exchanges
       generally acceptable to manufacturers; it is sold directly to mills or
       foundries or delivered to the warehouses of the LME or other major
       commodities exchanges.
     While the growth in worldwide demand for copper has varied in recent years,
ranging between 2.5% and 6.4% in the period from 1997 through 2000, the
long-term world demand growth trend has ranged from 2.5% to 3.5% per year.
                     WORLD COPPER CONSUMPTION GROWTH RATES
                                (1994 TO 2005E)


                                                           
1994                                                                              5.2
1995                                                                              3.2
1996                                                                              5.1
1997                                                                              4.1
1998                                                                              2.5
1999                                                                              5.5
2000                                                                              6.9
2001E                                                                             0.0
2002E                                                                             3.5
2003E                                                                             3.6
2004E                                                                             3.3
2005E                                                                             3.3


Source: CRU International Ltd. -- July 2001.
     The current economic slowdown in the U.S., Europe and, to a lesser extent,
Asia, was expected to result in effectively zero copper demand positive growth
for 2001, with a return to a positive growth trend in the 2003-2005 period,
according to CRU in July 2001.
     The supply side of the copper market is affected by developments in two
segments of the supply chain. First, mine production tends to be added in
significant increments as a result of the scale required to generate economic
returns on the large capital investment required by new mine construction or the
expansion of existing mines. Moreover, cyclical highs in the copper price, such
as those in the late 1980s and early 1990s, tend to lead to new mine
developments. In addition to conventional concentrate-producing mines, the
advent of copper leaching -- SX/EW technology, where copper is leached from ore
using solvents and then electrolytically recovered from the resulting solution
as cathode, bypassing the concentrate stage, has rendered the exploitation of
lower grade orebodies economic, adding to the volume of copper mine production
brought to market. These two developments converged during the 1995-2000 period,
when the annual rate of mine production grew by more than three million tonnes
of contained copper according to the International Copper Study Group of the
American Bureau of Metals Statistics. Low levels of growth in mine production
were expected in 2001, substantially all coming from leaching -- SX/EW
operations, while smelter capacity expands by more than 6.0%, to continue
catching up with the new mine developments and expansions of the 1990s.
     Thereafter, during the 2001 through 2005 period, mine production and
smelter capacity are expected to continue to seek equilibrium as the most recent
mine capacity additions work their way into the market. In 2001, refined
production was projected to grow by 4.6%, and thereafter grow by an average of
3.2% annually through 2005, roughly in line with the trend growth rate of world
copper consumption according to CRU in July 2001.

                                        56


  COPPER PRICES
     Most international trade in copper concentrates occurs under long-term
contracts, with annual tonnages specified for the term of the contract, but
price and treatment and refining charges, or TC/RCs, determined annually by
quoted benchmark prices such as the LME spot or forward price.
     The miner typically sells copper concentrates FOB "net smelter return" and
the title passes to the smelter. Some concentrates, however, are smelted and
refined on a "tolling" basis, where title remains with the miner; the smelter
receives only the TC/RC and some metal deduction as compensation for processing
the miner's concentrates.
     Blister or anode copper is sold to or toll-refined by refiners on behalf of
the blister or anode producer, with prices and refining charges set by
prevailing copper prices. Market prices for refined copper are set by the bid
and ask for metal of certain specification (e.g., LME Grade A copper) on major
commodities exchanges.
     Producers of finished metal sell their product either through direct
transactions with consumers (e.g., rod, wire or brass mills) or on the open
market through the LME.
                              COPPER PRICE HISTORY
                  JANUARY 6, 1995 TO JANUARY 25, 2002 (WEEKLY)
[COPPER PRICE HISTORY LINE GRAPH]


                                                           
01/06/95                                                                        136.08
01/13/95                                                                        137.37
01/20/95                                                                        138.66
01/27/95                                                                        136.19
02/03/95                                                                        130.01
02/10/95                                                                        131.56
02/17/95                                                                        130.73
02/24/95                                                                        129.64
03/03/95                                                                        132.04
03/10/95                                                                        131.88
03/17/95                                                                        131.23
03/24/95                                                                        134.54
03/31/95                                                                        134.88
04/07/95                                                                        134.58
04/13/95                                                                        132.31
04/21/95                                                                        130.16
04/28/95                                                                        128.10
05/05/95                                                                        123.29
05/12/95                                                                        125.00
05/19/95                                                                        124.40
05/26/95                                                                        128.96
06/02/95                                                                        130.91
06/09/95                                                                        132.72
06/16/95                                                                        137.35
06/23/95                                                                        142.20
06/30/95                                                                        139.07
07/07/95                                                                        140.07
07/14/95                                                                        145.42
07/21/95                                                                        132.40
07/28/95                                                                        135.44
08/04/95                                                                        138.53
08/11/95                                                                        136.65
08/18/95                                                                        141.52
08/25/95                                                                        137.76
09/01/95                                                                        133.31
09/08/95                                                                        133.38
09/15/95                                                                        129.72
09/22/95                                                                        132.93
09/29/95                                                                        132.79
10/06/95                                                                        128.64
10/13/95                                                                        127.96
10/20/95                                                                        124.83
10/27/95                                                                        126.33
11/03/95                                                                        134.31
11/10/95                                                                        137.35
11/17/95                                                                        135.81
11/24/95                                                                        135.81
12/01/95                                                                        134.04
12/08/95                                                                        135.26
12/15/95                                                                        131.07
12/22/95                                                                        129.86
12/29/95                                                                        128.91
01/05/96                                                                        124.33
01/12/96                                                                        116.12
01/19/96                                                                        115.53
01/26/96                                                                        113.49
02/02/96                                                                        116.89
02/09/96                                                                        116.62
02/16/96                                                                        112.99
02/23/96                                                                        115.71
03/01/96                                                                        116.71
03/08/96                                                                        118.66
03/15/96                                                                        115.89
03/22/96                                                                        114.74
03/29/96                                                                        115.53
04/04/96                                                                        112.67
04/12/96                                                                        117.53
04/19/96                                                                        121.43
04/26/96                                                                        122.79
05/02/96                                                                        123.24
05/03/96                                                                        124.38
05/10/96                                                                        126.13
05/17/96                                                                        116.53
05/24/96                                                                        115.12
05/31/96                                                                        115.89
06/07/96                                                                        112.58
06/14/96                                                                         93.65
06/21/96                                                                         90.27
06/28/96                                                                         89.81
07/03/96                                                                         88.81
07/12/96                                                                         87.50
07/19/96                                                                         89.00
07/26/96                                                                         95.26
08/02/96                                                                         92.53
08/09/96                                                                         92.81
08/16/96                                                                         90.14
08/23/96                                                                         90.31
08/30/96                                                                         95.21
09/06/96                                                                         88.27
09/13/96                                                                         85.64
09/20/96                                                                         85.64
09/27/96                                                                         88.79
10/04/96                                                                         86.95
10/11/96                                                                         89.44
10/18/96                                                                         89.63
10/25/96                                                                         93.62
11/01/96                                                                         91.08
11/08/96                                                                         94.53
11/15/96                                                                        102.42
11/22/96                                                                        106.69
11/29/96                                                                        112.58
12/06/96                                                                        103.69
12/13/96                                                                        101.24
12/20/96                                                                        102.38
12/27/96                                                                        100.93
01/03/97                                                                        104.55
01/10/97                                                                        109.08
01/17/97                                                                        111.49
01/24/97                                                                        114.58
01/31/97                                                                        109.59
02/07/97                                                                        111.13
02/14/97                                                                        106.28
02/21/97                                                                        110.77
02/28/97                                                                        110.50
03/07/97                                                                        112.17
03/14/97                                                                        109.40
03/21/97                                                                        110.04
03/27/97                                                                        110.18
04/04/97                                                                        108.00
04/11/97                                                                        104.67
04/18/97                                                                        105.96
04/25/97                                                                        117.35
05/02/97                                                                        110.18
05/09/97                                                                        110.90
05/16/97                                                                        115.25
05/23/97                                                                        118.07
05/30/97                                                                        117.64
06/06/97                                                                        115.64
06/13/97                                                                        121.88
06/20/97                                                                        122.11
06/27/97                                                                        116.76
07/04/97                                                                        115.69
07/11/97                                                                        109.79
07/18/97                                                                        111.36
07/25/97                                                                        110.18
08/01/97                                                                        106.14
08/08/97                                                                        105.05
08/15/97                                                                        100.36
08/22/97                                                                         99.59
08/29/97                                                                         99.75
09/05/97                                                                         98.16
09/12/97                                                                         93.87
09/19/97                                                                         95.64
09/26/97                                                                         93.99
10/03/97                                                                         93.01
10/10/97                                                                         93.67
10/17/97                                                                         94.87
10/24/97                                                                         90.99
10/31/97                                                                         91.13
11/07/97                                                                         88.81
11/14/97                                                                         87.93
11/21/97                                                                         83.71
11/28/97                                                                         83.90
12/05/97                                                                         80.54
12/12/97                                                                         80.94
12/19/97                                                                         79.31
12/24/97                                                                         78.27
12/31/97                                                                         78.00
01/09/98                                                                         74.37
01/16/98                                                                         76.76
01/23/98                                                                         78.00
01/30/98                                                                         78.72
02/06/98                                                                         76.44
02/13/98                                                                         75.80
02/20/98                                                                         74.53
02/27/98                                                                         76.42
03/06/98                                                                         79.66
03/13/98                                                                         81.55
03/20/98                                                                         78.82
03/27/98                                                                         78.31
04/03/98                                                                         75.93
04/09/98                                                                         80.01
04/17/98                                                                         83.82
04/24/98                                                                         84.37
05/01/98                                                                         83.37
05/08/98                                                                         79.94
05/15/98                                                                         78.34
05/22/98                                                                         76.23
05/29/98                                                                         76.84
06/05/98                                                                         76.34
06/12/98                                                                         76.04
06/19/98                                                                         76.18
06/26/98                                                                         73.73
07/03/98                                                                         72.55
07/10/98                                                                         71.89
07/17/98                                                                         76.26
07/24/98                                                                         79.81
07/31/98                                                                         76.19
08/07/98                                                                         74.08
08/14/98                                                                         72.92
08/21/98                                                                         73.23
08/28/98                                                                         74.96
09/04/98                                                                         75.01
09/11/98                                                                         75.74
09/18/98                                                                         74.40
09/25/98                                                                         74.71
10/02/98                                                                         72.47
10/09/98                                                                         71.94
10/16/98                                                                         73.66
10/23/98                                                                         71.86
10/30/98                                                                         72.09
11/06/98                                                                         72.92
11/13/98                                                                         70.82
11/20/98                                                                         72.13
11/27/98                                                                         70.89
12/04/98                                                                         68.04
12/11/98                                                                         65.72
12/18/98                                                                         65.43
12/24/98                                                                         65.20
12/31/98                                                                         66.47
01/08/99                                                                         65.36
01/15/99                                                                         65.83
01/22/99                                                                         65.16
01/29/99                                                                         63.65
02/05/99                                                                         65.66
02/12/99                                                                         65.23
02/19/99                                                                         62.57
02/26/99                                                                         62.38
03/05/99                                                                         62.64
03/12/99                                                                         62.18
03/19/99                                                                         61.81
03/26/99                                                                         64.55
04/01/99                                                                         62.20
04/09/99                                                                         63.66
04/16/99                                                                         68.18
04/23/99                                                                         69.03
04/30/99                                                                         70.75
05/07/99                                                                         70.78
05/14/99                                                                         70.16
05/21/99                                                                         66.42
05/28/99                                                                         62.10
06/04/99                                                                         61.90
06/11/99                                                                         63.85
06/18/99                                                                         63.92
06/25/99                                                                         66.88
07/02/99                                                                         74.34
07/09/99                                                                         75.59
07/16/99                                                                         77.03
07/23/99                                                                         73.69
07/30/99                                                                         72.94
08/06/99                                                                         76.16
08/13/99                                                                         76.34
08/20/99                                                                         72.71
08/27/99                                                                         74.10
09/03/99                                                                         78.34
09/10/99                                                                         79.97
09/17/99                                                                         81.74
09/24/99                                                                         78.29
10/01/99                                                                         79.04
10/08/99                                                                         75.25
10/15/99                                                                         78.70
10/22/99                                                                         79.95
10/29/99                                                                         79.06
11/05/99                                                                         78.70
11/12/99                                                                         75.73
11/19/99                                                                         77.63
11/26/99                                                                         79.10
12/03/99                                                                         78.59
12/10/99                                                                         77.75
12/17/99                                                                         81.47
12/24/99                                                                         83.25
12/30/99                                                                         84.14
01/07/00                                                                         83.53
01/14/00                                                                         83.92
01/21/00                                                                         85.37
01/28/00                                                                         82.58
02/04/00                                                                         80.82
02/11/00                                                                         83.27
02/18/00                                                                         82.10
02/25/00                                                                         81.33
03/03/00                                                                         78.60
03/10/00                                                                         78.29
03/17/00                                                                         80.45
03/24/00                                                                         79.38
03/31/00                                                                         78.65
04/07/00                                                                         75.05
04/14/00                                                                         74.30
04/21/00                                                                         75.66
04/28/00                                                                         78.34
05/05/00                                                                         81.04
05/12/00                                                                         82.15
05/19/00                                                                         82.28
05/26/00                                                                         81.56
06/02/00                                                                         78.21
06/09/00                                                                         78.09
06/16/00                                                                         80.78
06/23/00                                                                         79.65
06/30/00                                                                         80.42
07/07/00                                                                         79.16
07/14/00                                                                         80.55
07/21/00                                                                         83.55
07/28/00                                                                         84.10
08/04/00                                                                         83.76
08/11/00                                                                         83.60
08/18/00                                                                         84.44
08/25/00                                                                         84.44
09/01/00                                                                         84.44
09/08/00                                                                         84.44
09/15/00                                                                         84.44
09/22/00                                                                         90.08
09/29/00                                                                         89.68
10/06/00                                                                         88.36
10/13/00                                                                         87.41
10/20/00                                                                         84.57
10/27/00                                                                         82.78
11/03/00                                                                         82.49
11/10/00                                                                         81.49
11/17/00                                                                         80.73
11/24/00                                                                         81.07
12/01/00                                                                         82.86
12/08/00                                                                         86.19
12/15/00                                                                         85.55
12/22/00                                                                         82.86
12/29/00                                                                         81.78
01/05/01                                                                         81.78
01/12/01                                                                         81.78
01/19/01                                                                         82.69
01/26/01                                                                         82.69
02/02/01                                                                         81.42
02/09/01                                                                         81.42
02/16/01                                                                         81.42
02/23/01                                                                         81.42
03/02/01                                                                         81.42
03/09/01                                                                         81.21
03/16/01                                                                         78.43
03/23/01                                                                         77.16
03/30/01                                                                         75.31
04/06/01                                                                         74.25
04/12/01                                                                         75.85
04/20/01                                                                         76.52
04/27/01                                                                         75.27
05/04/01                                                                         76.68
05/11/01                                                                         76.68
05/18/01                                                                         76.98
05/25/01                                                                         78.13
06/01/01                                                                         75.05
06/08/01                                                                         73.89
06/15/01                                                                         72.25
06/22/01                                                                         72.48
06/29/01                                                                         70.33
07/06/01                                                                         70.15
07/13/01                                                                         69.96
07/20/01                                                                         68.89
07/27/01                                                                         67.04
08/03/01                                                                         67.52
08/10/01                                                                         65.25
08/17/01                                                                         67.48
08/24/01                                                                         67.73
08/31/01                                                                         67.00
09/07/01                                                                         64.55
09/14/01                                                                         64.59
09/21/01                                                                         64.05
09/28/01                                                                         64.57
10/05/01                                                                         62.80
10/12/01                                                                         63.08
10/19/01                                                                         61.30
10/26/01                                                                         62.37
11/02/01                                                                         60.74
11/09/01                                                                         57.29
11/16/01                                                                         67.09
11/23/01                                                                         66.30
11/30/01                                                                         70.38
12/07/01                                                                         68.86
12/14/01                                                                         65.84
12/21/01                                                                         66.32
12/28/01                                                                         66.25
01/04/02                                                                         65.57
01/11/02                                                                         68.63
01/18/02                                                                         68.81
01/25/02                                                                         69.51
01/25/02                                                                         62.89


Source: LME spot prices.
     Since 1995, copper prices have generally had a downward trend, from highs
in the range of US$1.35/lb to the current price level, which is at or below
US$0.70/lb. This trend reflects both the bulge in new mine supply developed in
the 1990s and the demand interruptions caused by the Asian and Russian economic
crises of the late 1990s.
     The long term supply/demand balance outlook, with deficits in 2002-2003
followed by long-term demand growth outstripping supply, is expected by most
analysts to stimulate a recovery in copper prices in 2002-2003, and result in
long-term copper prices in the range of US$0.90/lb to US$1.00/lb.
ALUMINUM INDUSTRY
     Refined aluminum is a primary material used in a range of industries,
including containers and packaging, transportation (e.g., aircraft, railroad
cars, automobiles), building and construction, and

                                        57


electrical equipment that make use of aluminum's light weight, high
strength-to-weight ratio and/or high conductivity (e.g., long-distance power
transmission). In addition, a wide variety of coating alloys and wrought alloys
are produced to improve the structural strength of lightweight aluminum and/or
take advantage of its corrosion-resistant properties. Aluminum demand is
cyclical, generally varying in line with global and regional economic
conditions. The industrial and consumer products sectors which consume aluminum,
however, can follow divergent cycles in given regions during certain periods,
for example, where demand for consumer goods lags behind other segments of the
economy. The amenability of aluminum to recycling has enabled primary producers
to incorporate scrap as an important element of their feed stock chain,
substantially reducing their overall cost of producing refined aluminum.
Aluminum produced from recycled scrap saves approximately 95% of the energy
costs incurred in producing aluminum from bauxite. Aluminum products are priced
by reference to benchmark spot and futures prices on the LME or other major
commodities exchanges.
     The international trade in aluminum principally involves products in two
stages of refinement:
     - Alumina -- Bauxite ore is aluminum's principal raw material, and is
       refined by chemical and electrolytic processes into alumina or aluminum
       oxide and sold to smelters which further process and refine the material
       into refined aluminum metal. Most primary aluminum producers control
       their own reserves of bauxite and alumina refining capacity.
     - Aluminum -- Primary aluminum producers smelt and refine alumina and/or
       recycle scrap aluminum to 99.9% purity, the aluminum product quoted by
       the LME and other major commodities exchanges generally acceptable to
       manufacturers. Most of the major primary aluminum producers are
       vertically integrated and produce some range of semi-finished aluminum
       products for sale to industrial customers, which may include flat-rolled
       products (e.g., rigid container sheet and foil for packaging, sheet and
       plate mill products for transportation and construction), engineered
       products (extrusions, aluminum and alloy forgings and castings, and
       fasteners), or finished packaging products for sale to beverage or food
       manufacturers.
     Annual growth in the worldwide demand for aluminum has historically varied
widely from year to year. However, the compound annual growth rate (CAGR) in
demand for the 15-year period ending in the year 2000 was 3.0%. During the
initial five-year period (1985-1990) and the final five-year period (1995-2000),
the CAGR accelerated to 3.9%. The rate slowed 1.3% in the middle five-year
period (1990-1995), due to the adverse impact of the U.S. recession in early
1991 according to World Metals Statistics, WMS. Merrill Lynch Research has
estimated the long-term annual rate of consumption growth to be 3.25%, resulting
from increasing intensity of use in the automotive segment, as well as organic
growth in world industrial output.
                    WORLD ALUMINUM CONSUMPTION GROWTH RATES
[BAR CHART]                     (1998 TO 2005E)


                                                           
1998                                                                              0.50
1999                                                                              5.70
2000                                                                              6.10
2001E                                                                            -0.80
2002E                                                                             5.00
2003E                                                                             5.30
2004E                                                                             4.80
2005E                                                                             5.00


Source: CRU -- July 2001.

                                        58


     World aluminum consumption was expected to have increased by 1.1% during
2001, with continued strength in China offsetting weakness in the United States,
Europe, and Japan. Western world demand was expected to have decreased by as
much as 1% during 2001. In the United States, the manufacturing recession has
led to an inventory correction, with a similar pattern having emerged in Europe.
However, a recovery is forecasted in 2002, with world growth increasing
approximately 3.5%, in line with the current GDP forecast of Merrill Lynch
economists.
     The supply of aluminum over the past ten years has adjusted to the influx
of material after the fall of the Soviet Union in 1991. As a result of the
ensuing period of strong economic growth, aluminum demand in the Western World
has increased to where it is now dependent on Russia's imports. China has also
emerged as a sizeable producer of aluminum, more than tripling its production
during 2000 from a level of 850,000 mt in 1990. However, because China's
consumption has more than quadrupled over the same time period, it remains a net
importer of alumina and aluminum. Depending upon its short-term needs, China has
entered the market as a seller, as well as buyer of these materials.
     A wave of consolidation among aluminum suppliers followed the Asian
economic crisis in 1998, prompted by low prices and rising inventories, with
some rationalization of aluminum production. The more recent period has seen
considerable supply curtailments related mainly to rising power costs and/or a
lack of power availability in the United States, Pacific Northwest, Western
Canada, and Brazil. Approximately 1.8 million tonnes have been curtailed (7% of
world production), with continued high power prices and lower aluminum prices
(US$0.62/lb as of the second quarter of 2001) providing a disincentive for any
near-term restarts of significance. As of the second quarter of 2001, CRU
estimated that idle world capacity totaled 2.15 million annual tonnes, with
further power-related shutdowns possible elsewhere in the world (e.g., Brazil)
in 2001. Over the next few years, world capacity growth and higher utilization
rates are expected to increase world aluminum production to over 29 million
tonnes per year by 2005 according to CRU for July 2001.
  ALUMINUM PRICES
     As shown in the chart below, since 1995 the aluminum price has generally
had a downward trend, from highs in the range of US$0.90/lb to the current price
level, at or around US$0.55/lb. This trend reflects primarily the change in
Russian production from internal consumption to export markets, with the trend
exacerbated by the Asian economic crisis beginning in 1998.
     Forecast supply/demand balances in 2002-2003, followed by a long-term
supply picture better-managed by a consolidated primary producer industry, is
expected by most analysts to stimulate a recovery in the aluminum price in
2002-2003, and result in long-term aluminum prices of greater than US$0.70/lb.

                                        59


                             ALUMINUM PRICE HISTORY
[LINE GRAPH]      JANUARY 6, 1995 TO JANUARY 25, 2002 (WEEKLY)



                                                                         ALUMINUM SPOT USC/LB
                                                                         --------------------
                                                           
01/06/95                                                                         91.80
01/13/95                                                                         92.25
01/20/95                                                                         96.77
01/27/95                                                                         95.00
02/03/95                                                                         93.84
02/10/95                                                                         86.67
02/17/95                                                                         85.40
02/24/95                                                                         83.18
03/03/95                                                                         85.01
03/10/95                                                                         82.29
03/17/95                                                                         79.81
03/24/95                                                                         83.63
03/31/95                                                                         84.08
04/07/95                                                                         83.99
04/13/95                                                                         82.99
04/21/95                                                                         86.58
04/28/95                                                                         81.86
05/05/95                                                                         79.92
05/12/95                                                                         78.77
05/19/95                                                                         79.00
05/26/95                                                                         81.86
06/02/95                                                                         81.74
06/09/95                                                                         80.59
06/16/95                                                                         80.37
06/23/95                                                                         82.49
06/30/95                                                                         81.37
07/07/95                                                                         81.46
07/14/95                                                                         86.62
07/21/95                                                                         85.81
07/28/95                                                                         84.88
08/04/95                                                                         87.27
08/11/95                                                                         85.84
08/18/95                                                                         86.78
08/25/95                                                                         85.57
09/01/95                                                                         80.13
09/08/95                                                                         80.43
09/15/95                                                                         79.57
09/22/95                                                                         80.81
09/29/95                                                                         79.70
10/06/95                                                                         79.19
10/13/95                                                                         75.90
10/20/95                                                                         73.56
10/27/95                                                                         74.55
11/03/95                                                                         76.53
11/10/95                                                                         74.79
11/17/95                                                                         74.31
11/24/95                                                                         76.19
12/01/95                                                                         75.19
12/08/95                                                                         74.61
12/15/95                                                                         75.99
12/22/95                                                                         75.82
12/29/95                                                                         76.25
01/05/96                                                                         73.92
01/12/96                                                                         73.62
01/19/96                                                                         70.42
01/26/96                                                                         69.70
02/02/96                                                                         72.05
02/09/96                                                                         73.63
02/16/96                                                                         73.46
02/23/96                                                                         72.16
03/01/96                                                                         72.64
03/08/96                                                                         72.65
03/15/96                                                                         73.15
03/22/96                                                                         74.37
03/29/96                                                                         74.56
04/04/96                                                                         72.50
04/12/96                                                                         72.28
04/19/96                                                                         70.93
04/26/96                                                                         72.17
05/02/96                                                                         73.32
05/03/96                                                                         73.38
05/10/96                                                                         74.34
05/17/96                                                                         72.08
05/24/96                                                                         70.77
05/31/96                                                                         71.19
06/07/96                                                                         68.28
06/14/96                                                                         67.13
06/21/96                                                                         67.37
06/28/96                                                                         66.87
07/03/96                                                                         66.86
07/12/96                                                                         65.31
07/19/96                                                                         65.76
07/26/96                                                                         67.04
08/02/96                                                                         67.10
08/09/96                                                                         66.83
08/16/96                                                                         66.20
08/23/96                                                                         65.62
08/30/96                                                                         67.12
09/06/96                                                                         65.83
09/13/96                                                                         63.65
09/20/96                                                                         62.56
09/27/96                                                                         62.41
10/04/96                                                                         60.17
10/11/96                                                                         59.28
10/18/96                                                                         60.33
10/25/96                                                                         63.86
11/01/96                                                                         63.45
11/08/96                                                                         64.90
11/15/96                                                                         64.32
11/22/96                                                                         68.63
11/29/96                                                                         68.22
12/06/96                                                                         68.00
12/13/96                                                                         67.22
12/20/96                                                                         69.00
12/27/96                                                                         68.76
01/03/97                                                                         69.19
01/10/97                                                                         71.12
01/17/97                                                                         71.52
01/24/97                                                                         73.37
01/31/97                                                                         72.65
02/07/97                                                                         71.48
02/14/97                                                                         69.52
02/21/97                                                                         72.59
02/28/97                                                                         73.84
03/07/97                                                                         74.66
03/14/97                                                                         74.25
03/21/97                                                                         73.77
03/27/97                                                                         73.05
04/04/97                                                                         72.14
04/11/97                                                                         69.46
04/18/97                                                                         69.03
04/25/97                                                                         72.03
05/02/97                                                                         72.39
05/09/97                                                                         74.50
05/16/97                                                                         74.78
05/23/97                                                                         73.68
05/30/97                                                                         72.81
06/06/97                                                                         71.39
06/13/97                                                                         70.84
06/20/97                                                                         70.60
06/27/97                                                                         70.54
07/04/97                                                                         71.88
07/11/97                                                                         70.55
07/18/97                                                                         71.87
07/25/97                                                                         76.54
08/01/97                                                                         79.15
08/08/97                                                                         79.97
08/15/97                                                                         78.70
08/22/97                                                                         78.07
08/29/97                                                                         73.22
09/05/97                                                                         72.64
09/12/97                                                                         72.99
09/19/97                                                                         74.25
09/26/97                                                                         74.14
10/03/97                                                                         74.80
10/10/97                                                                         74.41
10/17/97                                                                         72.81
10/24/97                                                                         70.90
10/31/97                                                                         73.03
11/07/97                                                                         72.35
11/14/97                                                                         74.37
11/21/97                                                                         72.44
11/28/97                                                                         71.55
12/05/97                                                                         70.37
12/12/97                                                                         69.83
12/19/97                                                                         68.93
12/24/97                                                                         67.93
12/31/97                                                                         69.44
01/09/98                                                                         66.48
01/16/98                                                                         66.87
01/23/98                                                                         69.30
01/30/98                                                                         68.79
02/06/98                                                                         68.08
02/13/98                                                                         67.58
02/20/98                                                                         65.22
02/27/98                                                                         65.93
03/06/98                                                                         64.55
03/13/98                                                                         65.58
03/20/98                                                                         65.00
03/27/98                                                                         65.08
04/03/98                                                                         62.94
04/09/98                                                                         64.08
04/17/98                                                                         64.62
04/24/98                                                                         65.19
05/01/98                                                                         63.90
05/08/98                                                                         62.47
05/15/98                                                                         60.94
05/22/98                                                                         62.71
05/29/98                                                                         61.07
06/05/98                                                                         59.81
06/12/98                                                                         58.89
06/19/98                                                                         60.38
06/26/98                                                                         58.21
07/03/98                                                                         57.82
07/10/98                                                                         57.31
07/17/98                                                                         60.25
07/24/98                                                                         62.65
07/31/98                                                                         60.10
08/07/98                                                                         59.97
08/14/98                                                                         59.37
08/21/98                                                                         59.96
08/28/98                                                                         60.97
09/04/98                                                                         63.00
09/11/98                                                                         62.56
09/18/98                                                                         59.81
09/25/98                                                                         59.78
10/02/98                                                                         59.22
10/09/98                                                                         60.37
10/16/98                                                                         60.26
10/23/98                                                                         58.74
10/30/98                                                                         58.85
11/06/98                                                                         58.80
11/13/98                                                                         59.57
11/20/98                                                                         58.79
11/27/98                                                                         59.04
12/04/98                                                                         57.45
12/11/98                                                                         56.37
12/18/98                                                                         55.80
12/24/98                                                                         56.10
12/31/98                                                                         56.11
01/08/99                                                                         56.01
01/15/99                                                                         55.68
01/22/99                                                                         55.42
01/29/99                                                                         54.34
02/05/99                                                                         55.04
02/12/99                                                                         54.10
02/19/99                                                                         53.45
02/26/99                                                                         53.02
03/05/99                                                                         51.58
03/12/99                                                                         52.04
03/19/99                                                                         55.54
03/26/99                                                                         56.17
04/01/99                                                                         55.20
04/09/99                                                                         56.56
04/16/99                                                                         58.93
04/23/99                                                                         58.59
04/30/99                                                                         61.07
05/07/99                                                                         60.39
05/14/99                                                                         61.35
05/21/99                                                                         59.63
05/28/99                                                                         56.72
06/04/99                                                                         57.94
06/11/99                                                                         59.55
06/18/99                                                                         60.60
06/25/99                                                                         61.12
07/02/99                                                                         62.56
07/09/99                                                                         63.06
07/16/99                                                                         64.74
07/23/99                                                                         64.70
07/30/99                                                                         62.65
08/06/99                                                                         65.33
08/13/99                                                                         65.45
08/20/99                                                                         64.59
08/27/99                                                                         65.32
09/03/99                                                                         66.86
09/10/99                                                                         68.10
09/17/99                                                                         68.83
09/24/99                                                                         66.99
10/01/99                                                                         67.42
10/08/99                                                                         66.01
10/15/99                                                                         66.97
10/22/99                                                                         67.45
10/29/99                                                                         66.89
11/05/99                                                                         66.97
11/12/99                                                                         65.29
11/19/99                                                                         66.42
11/26/99                                                                         68.71
12/03/99                                                                         69.62
12/10/99                                                                         68.81
12/17/99                                                                         71.21
12/24/99                                                                         73.08
12/30/99                                                                         73.88
01/07/00                                                                         74.82
01/14/00                                                                         75.05
01/21/00                                                                         78.56
01/28/00                                                                         78.28
02/04/00                                                                         77.91
02/11/00                                                                         77.36
02/18/00                                                                         74.66
02/25/00                                                                         74.64
03/03/00                                                                         72.27
03/10/00                                                                         71.75
03/17/00                                                                         73.01
03/24/00                                                                         71.12
03/31/00                                                                         69.26
04/07/00                                                                         66.47
04/14/00                                                                         65.04
04/21/00                                                                         65.17
04/28/00                                                                         66.40
05/05/00                                                                         66.11
05/12/00                                                                         65.92
05/19/00                                                                         67.94
05/26/00                                                                         66.83
06/02/00                                                                         64.37
06/09/00                                                                         66.10
06/16/00                                                                         71.07
06/23/00                                                                         70.11
06/30/00                                                                         70.80
07/07/00                                                                         70.07
07/14/00                                                                         71.26
07/21/00                                                                         71.19
07/28/00                                                                         70.43
08/04/00                                                                         70.05
08/11/00                                                                         68.97
08/18/00                                                                         68.97
08/25/00                                                                         68.97
09/01/00                                                                         68.97
09/08/00                                                                         68.97
09/15/00                                                                         68.97
09/22/00                                                                         72.50
09/29/00                                                                         71.72
10/06/00                                                                         69.31
10/13/00                                                                         69.20
10/20/00                                                                         67.80
10/27/00                                                                         65.81
11/03/00                                                                         67.04
11/10/00                                                                         66.05
11/17/00                                                                         65.84
11/24/00                                                                         67.99
12/01/00                                                                         68.51
12/08/00                                                                         72.01
12/15/00                                                                         73.06
12/22/00                                                                         70.80
12/29/00                                                                         71.22
01/05/01                                                                         71.22
01/12/01                                                                         71.22
01/19/01                                                                         74.82
01/26/01                                                                         74.82
02/02/01                                                                         76.59
02/09/01                                                                         76.59
02/16/01                                                                         76.59
02/23/01                                                                         76.59
03/02/01                                                                         76.59
03/09/01                                                                         69.46
03/16/01                                                                         66.97
03/23/01                                                                         67.62
03/30/01                                                                         66.82
04/06/01                                                                         65.97
04/12/01                                                                         67.77
04/20/01                                                                         69.42
04/27/01                                                                         70.09
05/04/01                                                                         71.57
05/11/01                                                                         71.57
05/18/01                                                                         70.30
05/25/01                                                                         69.47
06/01/01                                                                         68.09
06/08/01                                                                         67.82
06/15/01                                                                         66.39
06/22/01                                                                         66.09
06/29/01                                                                         65.77
07/06/01                                                                         64.72
07/13/01                                                                         64.82
07/20/01                                                                         64.26
07/27/01                                                                         62.98
08/03/01                                                                         62.57
08/10/01                                                                         61.88
08/17/01                                                                         63.40
08/24/01                                                                         63.93
08/31/01                                                                         62.86
09/07/01                                                                         61.15
09/14/01                                                                         61.79
09/21/01                                                                         60.43
09/28/01                                                                         59.81
10/05/01                                                                         58.72
10/12/01                                                                         58.19
10/19/01                                                                         57.32
10/26/01                                                                         57.99
11/02/01                                                                         56.89
11/09/01                                                                         60.81
11/16/01                                                                         62.68
11/23/01                                                                         60.63
11/30/01                                                                         66.00
12/07/01                                                                         63.02
12/14/01                                                                         59.79
12/21/01                                                                         60.75
12/28/01                                                                         60.81
01/04/02                                                                         60.65
01/11/02                                                                         62.40
01/18/02                                                                         62.28
01/25/02                                                                         62.89


Source: LME spot prices.

                                        60


                                    BUSINESS
OVERVIEW
     We are one of the world's largest producers and exporters of iron ore. We
are the largest diversified mining company in the Americas by market
capitalization and one of the largest companies in Brazil. We hold exploration
claims that cover 7.0 million hectares (17.3 million acres). We operate two
large railway systems that are integrated with our mining operations and that,
taken together, transported approximately 58.5% of the rail tonnage shipped in
Brazil in for the first nine months of 2001. Through joint ventures, we have
major investments in the production of aluminum.
     For the nine months ended September 30, 2001, we had consolidated gross
operating revenues of US$3,132 million, 61.8% of which were attributable to
sales of iron ore and pellets, 15.9% of which were attributable to third-party
transportation, 7.2% of which were attributable to sales of aluminum sector
products and 3.2% of which were attributable to sales of gold. For the nine
months ended September 30, 2001, we recorded consolidated operating income of
US$716 million and consolidated net income of US$597 million. Our equity in
results of affiliates and joint ventures and provisions for losses on equity
investments in aggregate totaled a loss of US$44 million over that period.
     For the year ended December 31, 2000, we had consolidated gross operating
revenues of US$4,069 million, 53.5% of which were attributable to sales of iron
ore and pellets, 18.7% of which were attributable to third-party transportation,
8.9% of which were attributable to sales of aluminum sector products and 3.8% of
which were attributable to sales of gold. For the year ended December 31, 2000,
we recorded consolidated operating income of US$944 million and consolidated net
income of US$1,100 million. Our equity in results of affiliates and joint
ventures and provisions for losses on equity investments in aggregate totaled
US$329 million over that period.
     Our main lines of business are mining, logistics and energy and are
generally grouped according to the business segments below:
     - ferrous minerals: comprised of iron ore, pellets as well as manganese and
       ferro alloys businesses,
     - non-ferrous minerals: comprised of gold, kaolin, potash and copper
       businesses,
     - logistics: comprised of railroads, ports and terminals and shipping
       businesses,
     - energy: comprised of power generation businesses, and
     - holdings: comprised of aluminum, steel, fertilizers and e-commerce
       businesses.
     Mining.  Our primary mining activities involve iron ore. We operate two
world-class integrated systems in Brazil for producing and distributing iron
ore, each consisting of mines, railroads and port and terminal facilities. The
Southern System, based in the states of Minas Gerais and Espirito Santo,
contains aggregate estimated proven and probable iron ore reserves of
approximately 2.3 billion tons. The Northern System, based in the states of Para
and Maranhao, contains aggregate estimated proven and probable iron ore reserves
of approximately 1.2 billion tons. We also operate nine pellet producing
facilities, six of which are joint ventures with international partners. We have
a 50% stake in Samarco Mineracao S.A., in Ponta do Ubu, which owns and operates
two pelletizing plants.
     Exploration Assets.  As part of our mineral prospecting and development
activities in Brazil, we have acquired extensive experience in exploration
techniques and processes specifically designed for use in tropical areas of the
world. Our current mineral exploration efforts are mainly in Brazil and focus on
copper, gold, nickel, manganese, and kaolin. Expenditures for our mineral
exploration program were US$31 million in the first nine months of 2001 and
US$34 million in the first nine months of 2000. We currently hold claims to
explore approximately 7.0 million hectares (17.3 million acres).
     Logistics.  In our logistics business, we provide our clients with various
forms of transportation and related support services, such as warehouse, port
and terminal services. We are a leading competitor in the Brazilian
transportation industry. Each of our iron ore complexes incorporates an
integrated railroad

                                        61


network linked to automated port and terminal facilities, and is designed to
provide iron ore, freight and passenger rail transportation, bulk terminal
storage and ship loading services to us and third parties. For the nine months
ended September 30, 2001, our railroads transported approximately 58.5% of the
total freight tonnage transported by Brazilian railroads, or approximately 125.9
million tons of cargo, of which 100.4 million tons were our iron ore and
pellets. Of the total amount transported, 48% was for third parties and 52% was
for ourselves. Our two wholly-owned railroads, the Vitoria-Minas railroad and
the Carajas railroad, serve primarily to transport our iron ore products from
interior mines to coastal port and terminal facilities. In addition, the
Vitoria-Minas railroad carries significant amounts of third party cargo as well
as passengers.

     Energy.  In 2001, energy became one of our core businesses. We currently
hold stakes in nine hydroelectric power plants (Igarapava, Porto Estrela, Funil,
Candonga, Aimores, Capim Branco I, Capim Branco II, Foz do Chapeco and Santa
Isabel) which have a total installed capacity of 3,364 MW. The Igarapava and the
Porto Estrela power plants started operations in September 1999 and September
2001, respectively. Our remaining power generation projects are scheduled to
start operations within the next six years, except for Santa Isabel, which does
not have a scheduled date to start operations yet. Depending on market
conditions, the power generated by these plants will be sold in the market
and/or used for our own operations.

     Aluminum Operations.  Through joint ventures, our wholly owned subsidiary,
Aluvale, conducts major operations in the production of aluminum. They include
bauxite mining, alumina refining and aluminum metal smelting and trading.
Aluvale conducts its bauxite mining activities through its 40.0% interest in
MRN, which holds substantial bauxite reserves with a low strip ratio and high
recovery rate. MRN, one of the largest bauxite producers in the world, produced
11.2 million tons of bauxite in 2000 and 7.9 million tons in the first nine
months of 2001. Aluvale currently holds a 50.3% voting interest in our alumina
refining joint venture, Alunorte, which has a nominal production capacity of 1.5
million tons of alumina per year and produced 1.2 million tons in the first nine
months of 2001. Aluvale participates in two aluminum smelting joint ventures,
Albras, in which it has a 51.0% interest, and Valesul, in which it has a 54.5%
interest. These joint ventures have a combined production capacity of 500,000
tons of aluminum per year, and produced a total of 322,000 tons of aluminum in
the first nine months of 2001. Our integrated aluminum operations rank among the
largest in Latin America in terms of production volume.
OUR STRENGTHS

 World-Class Iron Ore Operations

     We are a leading producer and supplier of iron ore to the world market. Our
iron ore operations are the foundation for our skill in prospecting and
exploring mineral deposits, developing and operating large-scale mines and
industrial facilities, managing complex logistics systems and marketing minerals
and metals. We benefit from the following strengths in our iron ore operations:

     - Large resource base.  We hold large iron ore resources in our principal
       mining sites, the Northern System (Carajas) and the Southern System.
       Based on 2000 production levels, we have approximately 20 years of proven
       and probable iron ore reserves, and more than 300 years of additional
       mineral resources.
     - High quality iron ore deposits.  Our iron ore deposits have high metal
       content compared to those of many of our competitors. Our Northern System
       reserves average 65.4% iron content and our Southern System reserves
       average 55.0% iron content. Our ores also have low impurity levels and
       good metallurgical characteristics, which yield high levels of
       productivity in our customers' furnaces.
     - Ability to produce a broad range of iron ore products.  Our mines offer
       varying types of ore characteristics, which allow us to produce a broad
       range of iron ore products. Our ability to reconcile large-scale
       production with the capacity to produce specialized, high quality ore
       products,

                                        62


       which have high iron content, low impurity levels and complement the
       needs of our customers' furnaces, has allowed us to become a major
       supplier to significant Asian customers, despite their greater proximity
       to some of our competitors.
     - Production cost advantages.  We have competitive production and delivery
       cost advantages in our iron ore business. We have the ability to
       transport iron ore to our customers efficiently and reliably at low costs
       through our own mine-to-port systems. We operate an integrated railroad
       and marine terminal network in both the Southern System and the Northern
       System. These networks transport our iron ore from interior mining
       locations to the port terminals and to our domestic clients. In addition,
       the high iron content in the Northern System eliminates the need to
       operate a concentration plant at Carajas.
     - Reliable delivery and customer service.  We believe our dependable
       mine-to-port system and emphasis on customer service have earned us a
       reputation for reliability. Through our sales support offices in Rio de
       Janeiro, New York, Brussels, Tokyo and Shanghai, we stay in close contact
       with our customers, monitor their requirements and our contract
       performance, and ensure that our customers receive deliveries on
       schedule.
 Well-Positioned to Meet Demand in a Changing Steel Industry
     Ongoing structural changes in the production of iron and steel have
stimulated increased demand for pellets as a proportion of the global iron ore
and pellet market. These changes are driven by tightening environmental
restrictions that have led to the closing of sintering machines, the
construction of new blast furnaces without sintering machines and the more
extensive use of pulverized coal injection, each of which increases the need for
high quality ore in the form of pellets. We believe these industry changes will
also reduce the volatility of the demand for pellets, which has decreased by as
much as 2% and increased by as much as 17% on a year-over-year basis since 1996.
     We have developed substantial pellet production capacity because we believe
that the increase in pellet demand is a trend which will continue. Our six
pelletizing joint ventures have a combined annual production capacity of 35.8
million tons (of which 17.9 million tons constitute the production capacity
attributable to our equity ownership in the pelletizing joint ventures). Our
wholly-owned pelletizing operations, including our Ferteco plant, have an
additional combined annual production capacity of 9.2 million tons. For
information on our ownership percentages in these pelletizing joint ventures,
see "-- Our Lines of Business -- Pellets."
 Pipeline of Copper Development Projects
     We own 100% of the Sossego mine, which is located in Carajas and has a
production capacity of 140,000 tons of copper per year. In addition, we have
joint venture interests in four Brazilian copper development projects containing
approximately 1.7 billion tons of mineral deposits with a weighted average grade
of 1.02%. An independent study indicates that these are among the most
competitive development-stage copper projects in the world in terms of
investment cost per ton of ore, in part because of the existence of a gold
byproduct and open pit mines. Each project is located in Carajas and will
therefore benefit from efficiencies provided by our existing mine-to-port
system. We believe these projects provide a strong foundation for our strategy
of seeking a significant position in the growing world copper market.
 Low-Cost Integrated Aluminum Activities
     We operate integrated aluminum operations primarily through joint ventures,
involving bauxite mining, alumina refining and the production of primary
aluminum. Our bauxite joint venture owns 166.8 million tons of proven and
probable bauxite reserves and 626.4 million tons of other mineral deposits. Our
alumina refinery is modern and is directly adjacent to one of our aluminum
smelting facilities. An independent study indicates that Albras is among the top
5% lowest cash cost producers of primary aluminum in the industry. As a result,
we have lower cash costs in the production of primary aluminum than many of our
competitors.

                                        63


 Strong Position in Manganese Ore and Ferro-Alloys
     We are the world's second leading producer of manganese ore and third
leading producer of manganese ferro-alloys. We believe that our main manganese
mine, Igarape do Azul, is the world's lowest cash cost producer, and that we
have lower cash costs in our manganese mining operations than many of our
competitors. We continue to consolidate our position as an integrated manganese
ore and ferro-alloy producer. Having recently acquired our former partner's
interests in CPFL and SIBRA, both leading producers of ferro-alloys, we now have
450,000 tons of attributable annual production capacity. We are self-sufficient
in manganese ore to supply this production capacity. At December 31, 2000, we
had 39.4 million tons of proven and probable manganese reserves, or more than 20
years of supply at 2000 production rates.
 Integrated Logistics Business
     We have extensive experience managing complex logistics operations. Built
originally to serve our iron ore business, our logistics system includes our 898
km Vitoria-Minas railroad and Tubarao and Praia Mole ports in the Southern
System, and our 892 km Carajas railroad and Ponta da Madeira marine terminal in
the Northern System. In addition, in the last five years we have acquired stakes
in four privatized railroads, including Centro-Atlantica, which interconnects
with the Vitoria-Minas railroad using the same track gauge, and therefore
increases its available transportation volume. We made these investments to
further expand our cargo business. We believe our extensive transportation
expertise should improve their profitability and efficiency.
 Financial Resources
     Our balance sheet and strong cash flows provide us with the financial
wherewithal to pursue growth and development opportunities. We generated
operating cash flows of US$1,090 million in the first nine months of 2001 on
operating revenues of US$3,030 million. The ratio of our long-term debt to
shareholders' equity at September 30, 2001 was 0.53:1, and we therefore believe
that we have additional debt capacity. Substantially all of our iron ore sales
are made under long-term contracts, a factor that minimizes our exposure to
year-to-year volume fluctuations. We hedge a major part of aluminum and gold
production against price volatility in order to avoid volatility in our cash
flow.
 Energy
     We believe that we can successfully compete in the Brazilian energy market,
mainly because of our successful track record in implementing and managing large
projects and dealing with environmental protection issues. In addition, the
balance between supply and demand and the prospect of deregulation of the
Brazilian electricity industry starting as early as 2003 lead us to believe that
there is significant growth potential in this market.
OUR STRATEGY
     Before 1997, CVRD was a traditional state-owned conglomerate with the aim
of promoting national economic development, sometimes through investments in
economic sectors that had no clear synergies with our main business. Since our
privatization in 1997, we have become a more efficient, diversified mining,
logistics and energy company and are in the process of divesting non-core assets
that no longer have strategic importance for us. Through organic, disciplined
growth and selective acquisitions, we will continually seek to develop our
mining, logistics and energy capabilities and increase scale while working to
reduce costs. We aim to achieve earnings growth and increase cash generation,
while maximizing our return on capital employed and the total return to our
shareholders. We are focusing on our core businesses of mining, logistics and
energy to achieve these goals, by:
     - maintaining our leadership position in the world iron ore market,
     - expanding our pelletizing facilities to accommodate current market
       demands,

                                        64


     - growing our logistics business,
     - developing our copper resources,
     - increasing our aluminum activities,
     - developing power generation projects, and
     - restructuring our portfolio of joint ventures and minority investments.
  Maintaining Our Leadership Position in the World Iron Ore Market
     In 2000, we produced 15% of the world's iron ore, more than any other
producer. In 2001, we acquired Ferteco, which accounted for 3% of world iron ore
production in 2000, and we acquired one half of Caemi, which accounted for 4% of
world iron ore production in 2000. We are committed to maintaining our position
in the world iron ore market by keeping close contact with our customers,
focusing our product line to capture industry trends and controlling costs. We
believe that our strong relationships with major customers, tailored product
line and logistical advantages will enable us to achieve this goal.
  Expanding Our Pelletizing Facilities to Accommodate Current Market Demands
     We believe that the growth in global demand for pellets will continue to
increase at a rate faster than the growth rate of the overall iron ore markets,
and therefore we plan to continue investing in the development of this dynamic
segment of the iron ore market. We are investing US$240 million to construct a
new pelletizing plant at Sao Luis and are expanding production capacity at our
Tubarao and Samarco pellet operations. When these investments are completed, we
will have an additional 11.2 million tons of annual production capacity, and a
total of 56.2 million tons of annual production capacity.
  Growing Our Logistics Business
     The privatization and deregulation of transportation facilities has
revitalized the Brazilian logistics market. We believe there is potential for
growth in the near term from the conversion of existing truck haulage to rail,
and in the longer term from increased bulk cargo resulting from economic growth
in Brazil. We believe that the quality of our railway assets and our many years
of experience as a railroad and port operator position us to take advantage of
this market and establish ourselves as a leading Brazilian logistics company
serving both domestic and export markets. We plan to focus on the physical and
commercial integration of our transportation assets, and also to take advantage
of new e-business technology. Our subsidiary Valepontocom has launched two
Internet portals, Solostrata and Multistrata, to help the sale of logistics
services.
  Developing Our Copper Resources
     Global demand for copper has been growing rapidly since the early 1990s.
From 1993 to 2001, global consumption of copper increased from 10,967,000 tons
to 15,281,000 tons per year. We expect this trend to continue over the next
decade, driven by the spending in the automotive, computer, telecommunications
and electrical appliance sectors of the world economy. We believe that our
copper projects, which are all situated in the Carajas region, can be among the
most competitive in the world in terms of investment cost per ton of ore. When
our copper mines enter production, they will benefit from our transportation
facilities serving the Northern System. Additionally, in March 1997, we and
BNDES, a selling shareholder, entered into a Mineral Risk Contract providing for
the joint development of certain unexplored mineral resources in approximately
two million identified hectares of land in the Carajas region, as well as
proportional participation in any financial benefits earned from the development
of those resources. For more detailed information on the Mineral Risk Contract,
see "-- Our Lines of Business -- Ferrous Minerals -- Exploration -- Mineral Risk
Contract."

                                        65


  Increasing Our Aluminum Activities
     We believe that global demand for aluminum will continue to grow during the
next decade, driven mainly by the transportation and packaging industries. We
therefore plan to develop and increase production capacity in our integrated
aluminum operations. Our bauxite joint venture, MRN, is increasing annual
production capacity from 11.0 to 16.3 million tons by 2003. Our alumina joint
venture, Alunorte, is increasing annual production capacity from 1.5 to 2.3
million tons per year by 2002. Our aluminum joint venture, Albras, increased its
production capacity by 40,000 tons in 2001. In addition, we own large unexplored
deposits of high quality bauxite in the states of Para and Maranhao that will
allow us to pursue further growth opportunities in the aluminum sector.
  Developing Power Generation Projects
     In 2000 and 2001, we consumed 12.47 TWh and 13.75 TWh of electricity,
respectively. Energy management and supply has become a priority for us, driven
both by the Brazilian government's privatization program of the industry, and by
the risk of rising electricity prices and electricity rationing due to energy
shortages, such as the one Brazil experienced in mid-2001. We currently perceive
favorable investment opportunities in the Brazilian electricity sector and are
taking advantage of them to invest in hydroelectric power generation projects.
These projects will sell their production to third parties in the power market,
and, as a result, our energy department will be engaged in wholesale marketing
activities. Our energy business is comprised of the sale but not the delivery of
electricity. We may use some of the electricity from these projects for our
internal needs. As we are a large consumer of electricity, we expect that
investing in the energy business will help protect us against electricity price
volatility.
     In the first nine months of 2001, we spent US$72 million on investments in
power projects. We currently hold stakes in two hydroelectric power plants
(Igarapava and Porto Estrela), which have already started operations. Both are
located in the state of Minas Gerais. We are also investing in the construction
of five hydroelectric power plants and developing the economical and
environmental feasibility studies for two other hydroelectric projects for which
we and our joint venture partners have obtained a concession. When completed,
these projects will provide us with the equivalent of approximately half of our
2000 electricity consumption (approximately 14 TWh, which represented 4.5% of
Brazil's electricity consumption). We are also analyzing other hydroelectric
power plant projects that will require additional investments.
  Restructuring Our Portfolio of Joint Ventures and Minority Investments
     In line with our focus on mining, logistics and energy, we have moved to
reduce our holdings of non-strategic assets. We are pursuing the disposition of
our pulp and paper assets and are also disposing of assets in the steel and
transportation sectors that are not strategically connected to our core
business. In March 2001, we concluded the sale of our interest in the pulp and
paper producer Bahia Sul for approximately US$320 million. In September 2001, we
concluded the sale of our stake in Cenibra to our former partner for US$670.5
million. In the steel industry, we disposed of our 2.3% stake in Acominas in
December 2000 and, in March 2001, we disposed of our 10.3% stake in CSN.
Finally, we have begun the process of divesting our dry bulk cargo shipping
assets.
OUR LINES OF BUSINESS
     Our principal lines of business consist of mining, logistics and energy.
For internal management purposes, we group our aluminum operations together with
our other significant equity participations in steel and pulp and paper. We are
in the process of divesting our pulp and paper activities and have divested some
of our steel assets. For information about this divestiture process, see
"-- Holdings."
  FERROUS MINERALS
     Our ferrous minerals business segment is comprised of iron ore mining and
pellet production, as well as transportation facilities in the Northern and
Southern Systems (including railroads, ports and terminals)

                                        66


as they relate to mining operations. Manganese mining and ferro-alloys are also
part of our ferrous minerals business.
     The table below sets forth our ferrous minerals revenues by geographic
market and by category for the periods indicated as reflected in our
consolidated financial statements.



                                                                          FOR THE NINE MONTHS
                                       FOR THE YEAR ENDED DECEMBER 31,    ENDED SEPTEMBER 30,
                                      ---------------------------------   -------------------
                                        1998        1999        2000        2000       2001
                                      ---------   ---------   ---------   --------   --------
                                                       (IN MILLIONS OF US$)
                                                                      
REVENUES CLASSIFIED BY GEOGRAPHIC
  DESTINATION
Export sales:
  Latin America.....................    US$177      US$149      US$224      US$161     US$194
  United States.....................       185         147         252         169        154
  Europe............................       751         621         969         660      1,015
  Middle East.......................       135         146         209         135        149
  Japan.............................       299         351         544         409        191
  Asia, other than Japan............       456         575         651         446        867
  Other.............................         1          --          --          --         --
                                      --------    --------    --------    --------   --------
                                         2,004       1,989       2,849       1,980      2,570
                                      --------    --------    --------    --------   --------
Domestic sales......................       776         639       1,000         748        805
                                      --------    --------    --------    --------   --------
     Total..........................  US$2,780    US$2,628    US$3,849    US$2,728   US$3,375
                                      ========    ========    ========    ========   ========
REVENUES CLASSIFIED BY CATEGORY
Iron ore............................  US$1,970    US$1,859    US$2,710    US$1,904   US$2,468
Pellets.............................       683         632         769         557        637
Manganese and ferro-alloys..........       127         137         370         267        270
                                      --------    --------    --------    --------   --------
     Total..........................  US$2,780    US$2,628    US$3,849    US$2,728   US$3,375
                                      ========    ========    ========    ========   ========


                                        67


  Iron Ore
     We conduct our iron ore business primarily at the parent company level.
  System Structure
     The table below sets forth information regarding our proven and probable
iron ore reserves as of December 31, 2000. The estimates of mineral reserves
have been audited and verified by Mineral Resources Development, Inc., or MRDI,
experts in geology, mining and ore reserve determination.



                                                                PROVEN AND PROBABLE
                                                                     RESERVES
                                                              -----------------------
                                                                  ORE
MINE                                                            TONNAGE      GRADE(1)
----                                                          ------------   --------
                                                              (MILLIONS OF    (% FE)
                                                                 TONS)
                                                                       
SOUTHERN SYSTEM
Itabira District
     Caue...................................................       25.0        51.3%
     Conceicao..............................................      338.8        56.7
     Dois Corregos(2).......................................      423.9        59.4
                                                                -------
     Total Itabira District.................................      787.7        58.0
                                                                -------
Timbopeba(3)................................................       78.2        53.2
Gongo Soco Complex(4).......................................      494.4        54.9
Capanema/Ouro Fino..........................................       29.7        59.5
Fazendao....................................................      238.2        50.7
Samitri
     Alegria Complex(5).....................................      631.6        54.0
     Agua Limpa Complex(6)..................................       68.8        45.5
     Corrego do Meio Complex(7).............................        8.4        60.3
                                                                -------
     Total Samitri..........................................      708.8        53.2
                                                                -------
  Subtotal..................................................    2,337.0        55.0
                                                                -------
NORTHERN SYSTEM
Carajas(8)..................................................    1,167.4        65.4
                                                                -------
     Total CVRD Group.......................................    3,504.4        58.5%
                                                                =======


---------------

(1) The subtotal and total figures include weighted-average ore grades.
(2) Dois Corregos consists of several mines.
(3) Reserves are based on 1997 model. A new model is in progress to support a
    feasibility study for expansion of the project.
(4) The Gongo Soco Complex consists of the Gongo Soco, Brucutu, Bau and Gralhos
    deposits.
(5) The Alegria Complex consists of the Alegria, Fabrica Nova and Morro da Mina
    deposits.
(6) The Agua Limpa Complex consists of the Agua Limpa and Cururu deposits.
(7) The Corrego do Meio Complex consists of the Corrego do Meio and Segredo
    deposits.
(8) Includes four active mines.
     In May 2000, we acquired 100% of Mineracao Socoimex S.A., known as
Socoimex, a mining company located in Minas Gerais, for approximately US$55
million. Socoimex's main activity is the production and sale of iron ore
extracted from Gongo Soco mine, with proven and probable reserves of

                                        68


approximately 106 million tons and a capacity to produce 7 million tons per
year. We began operating the Gongo Soco mine in August 2000. In August 2000, we
merged Socoimex into CVRD.
     In May 2000, we acquired a controlling interest in Samitri for
approximately US$520 million. In September 2000, through a public tender, we
acquired additional shares to bring our ownership to 99.3% of the voting capital
and 99.2% of the total capital of Samitri. In February 2001, we increased our
ownership interest in Samitri to 100% by exchanging 140,023 of our preferred
class A shares for the shares in Samitri that we did not already own. In October
2001, we merged Samitri into the CVRD Group. The total cost of the Samitri
acquisition was US$710.5 million, which we principally financed with operating
cash flow. Samitri operates the Alegria, Agua Limpa and Corrego do Meio iron ore
mining complexes in the state of Minas Gerais, and is one of Brazil's largest
producers of iron ore. Its production capacity is 17.5 million tons per year,
and it has proven and probable reserves of 709 million tons of high grade
hematite and other mineral deposits of 11.6 billion tons of itabirites. The
Samitri acquisition allowed us to acquire a 50% interest in the pelletizing
operations of Samarco Mineracao S.A.
     In April 2001, we acquired 100% of Ferteco Mineracao S.A. from Thyssen
Krupp Stahl AG, for approximately US$523 million. Ferteco is one of the largest
producers of iron ore in Brazil, with a production capacity of 15 million tons
per year. It has other mineral deposits of 263 million tons of hematite and
itabirite ores, with a quality similar to our Southern System reserves. It
operates two open pit iron ore mines, Fabrica and Feijao, and a pellet plant in
the Iron Quadrangle region in the state of Minas Gerais which has a production
capacity of 4 million tons per year.
     In August 2001, we agreed to supply Shanghai Baosteel Group Corporation, a
steel company located in the People's Republic of China, with approximately 6
million tons of iron ore annually for a 20-year term. In addition, we and
Baosteel agreed to form a joint venture, Baovale Mineracao S.A. In October 2001,
we ceded our mining rights in the Agua Limpa mining complex located in the
Southern System to Baovale, which resulted in a decrease of 68.8 million of tons
in our proven and probable reserves. In return, Baosteel paid us US$18.9 million
for its 50% interest in Baovale's total capital. In exchange for a monthly fee,
Baovale leases us its rights in the mining deposit which we continue to operate.
We expect that this transaction will increase our presence in the Asian market.
     In September 2001 we acquired a 99.99% stake in Belem Administracoes e
Participacoes Ltda., from Bethlehem Steel Corporation and Bethlehem Steel
International Corporation, for approximately US$25 million. Belem is a holding
company which owns 9.9% of Empreendimentos Brasileiros de Mineracao S.A., a
privately held company controlled by Caemi Mineracao e Metalurgia S.A., a
Brazilian producer of iron ore and pellets, as well as kaolin and refractory
bauxite.
     In December 2001, we acquired 50% of Caemi's voting shares for
approximately US$278 million. We completed the acquisition after receiving the
approval of the European Commission, which required as a condition that Caemi
sell its 50% interest in Quebec Cartier Mining Company, known as QCM, a Canadian
iron ore and pellets producer. Caemi has been following all the procedures
required by the European Commission and is in the process of disposing of its
stake in QCM but has not entered into a definitive agreement to do so. We
currently own 50% of the voting capital and 17% of the total capital of Caemi.
Mitsui & Co., Ltd. holds the remaining 50% of Caemi's voting capital.

                                        69


     The table below sets forth information regarding our mines. The projected
exhaustion dates are based on 2000 production levels.



                              COMMENCEMENT       PROJECTED      OUR OWNERSHIP
                              OF OPERATIONS   EXHAUSTION DATE     INTEREST                  PRODUCTION
                              -------------   ---------------   -------------   -----------------------------------
                                                                                                      FOR THE NINE
                                                                                FOR THE YEAR ENDED    MONTHS ENDED
                                                                                   DECEMBER 31,       SEPTEMBER 30,
                                                                                -------------------   -------------
MINE                                                                            1998   1999   2000    2000    2001
----                                                                            ----   ----   -----   -----   -----
                                                                  (PERCENT)            (IN MILLIONS OF TONS)
                                                                                      
SOUTHERN SYSTEM
Itabira District
  Caue......................      1942             2014              100%       19.9   17.8    20.1   14.9    15.2
  Conceicao.................      1957             2014              100        19.3   18.8    19.8   14.8    14.6
  Dois Corregos.............        --               --               --          --     --      --     --      --
  Total Itabira District....        --               --               --        39.2   36.6    39.9   29.7    29.8
                                                                                ----   ----   -----   ----    ----
Timbopeba...................      1984             2006              100         7.5    7.4     7.6    5.7     4.1
Gongo Soco Complex(1).......      2000             2010              100         0.2    0.7     6.6    4.5     5.2
Capanema/Ouro Fino..........      1982             2003               51         4.6    3.7     5.3    4.1     3.1
Fazendao....................      1997             - (7)             100         1.1    0.9     1.2    0.9     0.9
Samitri
  Alegria Complex(2)........      2000             2040              100          --     --     9.4    7.1     7.7
  Agua Limpa Complex(3).....      2000             2009              100          --     --     3.7    2.9     1.6
  Corrego do Meio
    Complex(4)..............      2000             2006              100          --     --     1.5    1.2     1.0
                                                                                ----   ----   -----   ----    ----
Total Samitri...............        --               --               --          --     --    14.6   11.2    10.3
                                                                                ----   ----   -----   ----    ----
Urucum(5)...................      1993               --              100         0.7    0.6     0.7    0.5     0.4
                                                                                ----   ----   -----   ----    ----
  Total Southern System.....        --               --               --        53.3   49.9    75.9   56.6    53.8
                                                                                ----   ----   -----   ----    ----
NORTHERN SYSTEM
Carajas(6)..................      1986             2021              100        45.8   44.0    47.6   33.7    38.8
                                                                                ----   ----   -----   ----    ----
Total CVRD Group............                                                    99.1   93.9   123.5   90.3    92.6
                                                                                ====   ====   =====   ====    ====


---------------

(1) The Gongo Soco Complex consists of the Gongo Soco, Brucutu, Bau and Gralhos
    deposits.
(2) The Alegria Complex consists of the Alegria, Fabrica Nova and Morro da Mina
    deposits.
(3) The Agua Limpa Complex consists of the Agua Limpa and Cururu deposits.
(4) The Corrego do Meio Complex consists of the Corrego do Meio and Segredo
    deposits.
(5) There are no proven and probable reserves at Urucum.
(6) Includes four active mines.
(7) Certain investments would be required to maintain or increase production
    from 2000 levels.

                                        70


  Integrated Systems

[Integrated Systems Chart]
     Our iron ore mining and related operations are concentrated in two regions
in Brazil, the Southern System and the Northern System. The Southern System is
located in the states of Minas Gerais and Espirito Santo, and the Northern
System is located in the states of Para and Maranhao. Each system includes iron
ore reserves and other mineral deposits, mines, ore processing facilities and
integrated railroad and terminal transportation facilities. Our railroads
connect the systems and bring products from the mines to our marine terminals,
located at Tubarao and Praia Mole in the Southern System, and Sao Luis in the
Northern System. The operation of two separate systems, each with transportation
capability under our control, enhances reliability and consistency of service to
our customers.
  Southern System

[Southern System Map]
     The Southern System is an integrated system consisting of iron ore mines,
the Vitoria-Minas railroad, and the ports of Tubarao and Praia Mole (located in
Vitoria, in the state of Espirito Santo). The iron ore mines of the Southern
System are located in a region called the Iron Quadrangle in the state of Minas

                                        71


Gerais, in the southeast of Brazil. Nine mining complexes compose this system:
Caue and Conceicao in the Itabira District, Timbopeba, Gongo Soco Complex,
Alegria Complex, Agua Limpa Complex, Corrego do Meio Complex, Capanema and
Fazendao. The Southern System is accessible by road or by spur tracks of the
Vitoria-Minas railroad, which transports iron ore concentrate, lump, and natural
pellet ore to the Tubarao marine terminal (located approximately 600 kilometers
away) and domestic steelmakers, as well as third party general cargo.
     Iron ore in the Southern System is mined by open pit methods. These ore
reserves have high ratios of itabirite ore relative to hematite ore. Itabirite
is a quartz-hematite rock with an average iron content ranging from 35% to 60%,
requiring concentration to achieve shipping grade, which is above a 64% average
iron content. Mines in the Southern System generally process their run-of-mine
by means of standard crushing, classification and concentration steps, producing
sinter feed, lump ore and pellet feed.
     Our Vitoria-Minas railroad transports Southern System iron ore to the
Tubarao marine terminal located at Vitoria in the state of Espirito Santo. The
Southern System has train-loading facilities with a daily carrying capacity of
300,000 tons of iron ore. A train composed of two diesel-electrical locomotives
and up to 240 gondola ore-cars makes a roundtrip to the marine terminal every 43
hours. The Tubarao/ Praia Mole marine terminal complex has a storage capacity of
4.5 million tons of iron ore and pellets. The storage capacity in connection
with the complex's two piers, which are 25 meters deep and 600 meters wide,
ensures access for ships of up to 365,000 DWT. Our loading system consists of a
bucket-wheel reclaimer, conveyor belts and a ship-loader for each pier, which
represents a total loading capacity of 32,000 tons per hour to the terminal.
  Northern System

[Northern System Map]
     The Northern System is an integrated mine, railroad and port system,
including open pit mines and an ore processing complex. The Northern System is
located in the Carajas region, in the states of Para and Maranhao in the north
of Brazil (in the Amazon River basin), on public lands for which we hold mining
concessions. The Northern System's reserves are among the largest iron ore
deposits in the world, with a life of more than 21 years at 2000 output levels.
These reserves are divided into two main ranges (north and south), situated
approximately 35 kilometers apart. Iron ore mining activities in the Northern
System are currently being conducted in the north range, which is divided into
four main mining bodies (N4E, N4WC, N4WN and N5).

                                        72


     The N4E deposit is the largest operational pit in the Northern Region.
Industrial scale mining operations began at this mine in 1985. We selected the
N4E mine as the first iron body to be developed in the Northern System because
development of the N4E would facilitate access to the N4W and N5 deposits, which
could share the N4E beneficiation complex and train loading terminal. We began
mining operations at N4W in 1994, opening two pits (N4WC and N4WN). We completed
the construction of two in-pit crushing systems located at N4E and N4WN mines in
late December 1998. The N4E and N4W mines use conventional open pit benching,
with drilling and blasting to open a free face followed by shovel loading.
During 1998, we also started operations in the N5 mines (N5W and N5E).
     Because of the high iron content (65.4% on average) in the Northern System,
we do not have to operate a concentration plant at Carajas. The beneficiation
process for creating marketable sinter feed, pellet feed, special fines for
direct reduction processes and lump ore consists simply of sizing operations,
including screening, hydrocycloning, crushing and filtration. We can therefore
produce marketable iron ore in the Northern System at a lower cost than in the
Southern System. Output from the beneficiation process consists of sinter feed,
pellet feed, special fines for direct reduction processes and lump ore, which is
sampled regularly before storage at the Carajas stockyard by automatic sampling
systems that conform to ISO 9002 standards. After the beneficiation process, our
Carajas railroad transports Northern System iron ore to the Ponta da Madeira
marine terminal located at Sao Luis in the state of Maranhao, on the Atlantic
Ocean. The Northern System has train-loading facilities with an aggregate
nominal loading capacity of 14,000 tons per hour. A train composed of three
diesel-electrical locomotives and up to 206 gondola ore-cars, each car having a
net capacity of 105 tons, makes each 54.5-hour round-trip to the marine
terminal. At the Ponta da Madeira marine terminal, a 100 kilometer long natural
channel (at least 23 meters deep and 500 meters wide) ensures access for ships
of up to 420,000 DWT. With a storage capacity of 3.5 million tons, a loading
system consisting of bucket-wheel reclaimers, conveyor belts and single boom
ship-loaders at two piers, the marine terminal can handle vessels from 20,000 to
420,000 DWT with no repositioning.
     Our complex in Carajas is accessible by road, air and rail. It obtains
electrical power at market rates from regional utilities. To support our Carajas
operations and to reduce turnover of mining personnel, we provide housing and
other facilities for our workers in a nearby township.
  Pellets
     We conduct our pellet business as follows:

                               [CVRD FLOW CHART]

                                        73


     The table below sets forth information regarding attributable pellet
production capacity by us and our joint ventures for the periods indicated.



                                                                                   FOR THE NINE
                                                           FOR THE YEAR ENDED      MONTHS ENDED
                                                              DECEMBER 31,        SEPTEMBER 30,
                                                          --------------------    --------------
PELLET PRODUCER                                           1998    1999    2000    2000     2001
---------------                                           ----    ----    ----    -----    -----
                                                                    (MILLIONS OF TONS)
                                                                            
CVRD....................................................   4.7     4.8     5.0     3.9      3.7
Itabrasco...............................................   3.4     3.4     3.3     2.6      2.4
Hispanobras.............................................   3.9     3.6     3.8     2.8      2.7
Nibrasco................................................   7.5     6.1     8.5     6.4      5.8
Kobrasco................................................   0.4     3.8     4.4     3.2      3.2
Samarco.................................................    --      --    12.7     9.5      8.2
GIIC....................................................    --      --     3.6     2.9      2.1
                                                          ----    ----    ----    ----     ----
     Total..............................................  19.9    21.7    41.3    31.3     28.1
                                                          ====    ====    ====    ====     ====
Percentage DR pellets...................................  29.1%   25.9%   23.5%     25%      25%


     Except for GIIC, which is located in Bahrain, and Samarco, which is in
Ponta do Ubu, all of our pelletizing operations are in the Southern System at
our Tubarao complex. We acquired Samarco in May 2000, and GIIC in October 2000.
     In April 2001, we acquired an additional 4 million tons of annual
production capacity of pellets through our acquisition of Ferteco Mineracao
S.A., known as Ferteco.
     We have completed the first phase of the construction of our new Sao Luis
pelletizing plant, and we expect to complete the plant by March 2002. At
September 30, 2001, we had invested approximately US$120 million in the Sao Luis
plant and expect to spend an additional US$61 million through March 2002. The
plant will be located in our Northern System.
     Our pellet activities increase our market for fine and ultrafine iron ore
products. We sell pellet feed to our pellet joint ventures at market-based
prices. Historically, we have supplied all of the iron ore requirements of our
joint ventures located in the Southern System.
     The table below sets forth information regarding iron ore shipments to our
pellet joint ventures for the periods indicated.



                                                                                         FOR THE NINE
                                                                                         MONTHS ENDED
                                                    FOR THE YEAR ENDED DECEMBER 31,     SEPTEMBER 30,
                                                    --------------------------------    --------------
JOINT VENTURE                                       1998(1)     1999(1)     2000(1)     2000     2001
-------------                                       --------    --------    --------    -----    -----
                                                                    (MILLIONS OF TONS)
                                                                                  
Kobrasco..........................................     0.4         4.1         4.7       4.4      4.4
Itabrasco.........................................     3.6         3.6         3.6       3.5      3.5
Hispanobras.......................................     4.3         4.0         4.1       4.0      3.7
Nibrasco..........................................     8.2         6.6         9.3       8.8      7.6
Samarco...........................................      --          --         1.9       1.4      1.6
GIIC..............................................      --          --         2.0       1.5      1.4
                                                      ----        ----        ----      ----     ----
     Total........................................    16.5        18.3        25.6      23.6     22.2
                                                      ====        ====        ====      ====     ====


---------------

(1) Shipments in 1999 and 1998 represent iron ore sold and iron ore delivered to
    the joint ventures on a tolling basis. Shipments in 2000 represent iron ore
    sold to the joint ventures.

                                        74


  Customers, Sales and Marketing (Iron Ore and Pellets)
     We use all of our iron ore and pellets (including our share of
joint-venture pellet production) to supply the steelmaking industry. Prevailing
and expected levels of demand for steel products affect demand for our iron ore
and pellets. Demand for steel products is influenced by many factors, such as
expected rates of economic growth.
     Historically, we have exported more than two-thirds of our iron ore
shipments. We export iron ore products primarily to Asia and Europe, with
customers in Japan, China, South Korea and Germany accounting for approximately
54.8% of our total export shipments in the first nine months of 2001 and 52.6%
in 2000. In the first nine months of 2001, our 10 largest customers collectively
purchased 30.5 million tons of iron ore and pellets from us, representing 46.3%
of our iron ore and pellet shipments and approximately 27.3% of our total
revenues. No individual customer accounted for more than 7.0% of our sales of
iron ore products for any of the three years ended December 31, 2000.
     We strongly emphasize customer service in order to improve our
competitiveness. We work with our customers to understand their principal
objectives and then tailor our iron ore to meet specific customer needs. To
provide a tailored product, we take advantage of our large number of iron ore
mines in order to produce multiple iron ore products possessing different grades
of iron, silica and alumina, and varying physical properties, including grain
size. We believe that we offer our customers more variety than our competitors
in Australia and Canada. This variety helps us offset any disadvantages in
relation to competitors who may be more conveniently located geographically. In
addition to offering technical assistance to our customers, we operate sales
support offices in Tokyo, Brussels, New York and Shanghai. These offices allow
us to stay in close contact with our customers, monitor their requirements and
our contract performance, and ensure that our customers receive deliveries on
schedule. Our central sales office in Rio de Janeiro coordinates the activities
of these offices.
  Distribution (Iron Ore and Pellets)
     Our ownership and operation of transportation systems designed for the
efficient transportation of iron ore products complements our iron ore mining
business. We operate an integrated railroad and terminal network in each of our
Northern and Southern Systems. This network transports our iron ore products
from interior mining locations to the marine terminal and domestic customers.
The Vitoria-Minas railroad provides the rail link for the Southern System and
has a daily carrying capacity of 300,000 tons of iron ore. The Carajas railroad
provides the rail link for the Northern System and has a daily carrying capacity
of 130,000 tons of iron ore.
     Our port and terminal facilities in the Southern and Northern Systems
receive iron ore and pellets from our railroads for dispatch onto ocean-going
vessels. We shipped a total of 85.6 million tons of iron ore and pellets for the
first nine months of 2001 and 117.2 million tons of iron ore and pellets in
2000. The Tubarao/Praia Mole marine terminal complex, located near the port of
Vitoria in the state of Espirito Santo, serves the Southern System. The
Vitoria-Minas railroad transports ore from iron ore mines in the Southern System
directly to the Tubarao terminal and its ship-loading facilities. The Ponta da
Madeira marine terminal complex, located near the port of Sao Luis in the state
of Maranhao, serves the Northern System. The Carajas railroad transports iron
ore from the Northern System mines directly to the Ponta da Madeira terminal and
its ship-loading facilities.
     We are currently seeking to divest our interests in our dry-bulk shipping
business due to its overall lack of profitability and to the significant
investment we would have to undertake to replace our existing dry-bulk shipping
fleet in the future. See "-- Logistics -- Shipping."
  Competition (Iron Ore and Pellets)
     The international iron ore market is highly competitive. Several large
producers dominate this market. The principal factors affecting competition are
price, quality, range of products offered, reliability and

                                        75


transportation costs. In 2000, the Asian market (primarily Japan, South Korea
and China) and the European market were the primary markets for our iron ore.
     Our biggest competitors in the Asian market are located in Australia and
include affiliates of Broken Hill Proprietary Company Limited, or BHP, and The
Rio Tinto Corporation Plc. Although the transportation costs of delivering iron
ore from Australia to Asian customers are generally lower than ours as a result
of Australia's geographical proximity, we believe we are able to remain
competitive in the Asian market for two principal reasons. First, steel
producers generally seek to obtain the types (or blends) of iron ore which can
produce the intended final product in the most economic and efficient manner.
Our iron ore has low impurity levels which generally lead to lower processing
costs. For example, the alumina content of our iron ore is very low compared to
Australian ore. Second, steel mills often develop sales relationships based on a
reliable supply of a specific mix of iron ore. We have an aggressive marketing
policy of meeting our clients' needs to the extent possible, including placing
specialized personnel in direct contact with our clients to determine the blend
that best suits each particular client. We sell our products FOB from our ports,
which means that the invoice price includes delivery at our expense to our ports
and no further. In general, our ownership of the process of producing and
transporting iron ore to our ports helps ensure that our products get to our
ports on schedule and at competitive costs. Consequently, we believe that the
sale of our shipping dry-bulk assets will not affect our competitiveness as we
have not subsidized shipping costs for those customers who have used our fleet.
We believe that third party carriers are available to serve our customers.
     We are competitive in the European market for the reasons we described
above, as well as the quality of our Carajas iron ore and the proximity of the
Ponta da Madeira port facilities to European customers. Our principal
competitors in Europe are:
     - Iron Ore Co. (Canada),
     - Quebec Cartier Mining Co. (Canada),
     - Luossavaara Kiirunavaara AB (Sweden),
     - Societe Nationale Industrielle et Miniere (Mauritania),
     - Kumba Resources (South Africa),
     - Mineracoes Brasileiras Reunidas S.A. (Brazil), and
     - affiliates of BHP (Australia) and Rio Tinto (UK).
     The Brazilian iron ore market is highly competitive with a wide range of
smaller producers. Although pricing is a relevant factor, quality and
reliability are important competitive factors as well. We believe that our
integrated transportation systems, high-quality ore and technical services make
us a strong competitor in domestic sales. Prevailing export market prices, with
adjustments negotiated to compensate for lower transport costs to domestic
customers, influence iron ore sales in the domestic market.

                                        76


  Manganese and Ferro-Alloys
     We conduct our manganese and ferro-alloy business as follows:

                             [CVRD BUSINESS CHART]

     We are the largest Brazilian manganese ore producer, with total production
in the first nine months of 2001 of approximately 1.3 million tons. We had
US$270 and US$267 million in gross revenues in the first nine months of 2001 and
2000, respectively, from manganese ore and ferro-alloy sales.
     We produce manganese ore products from the Azul mine in the Carajas region
in the state of Para and from the Urucum mine in the Pantanal region in the
state of Mato Grosso do Sul. We operate on-site beneficiation plants at both the
Azul and Urucum mines. Both mines are accessible by road and obtain electrical
power at market rates from regional electric utilities.
     Our manganese mines produce three types of manganese products:
     - metallurgical ore used primarily for the production of ferro-alloys,
     - natural manganese dioxide suitable for the manufacture of electrolytic
       batteries, and
     - chemical ore used in several industries for the production of fertilizer,
       pesticides and animal food and used as a pigment in the ceramics
       industry.
     The production of ferro-alloys consumes significant amounts of electricity.
On June 1, 2001, the Brazilian government, as part of its energy rationing
program, required a decrease of energy consumption by 25% for ferro-alloy
related activities. In response to these governmental measures, we immediately
began a plan to reduce our ferro-alloy output in the six-month period ending
November 30, 2001, by 46,000 tons, from the previously planned 220,000 tons to
174,000 tons. This reduction represents a revenue loss of US$26 million. We
believe that the remaining production will be sufficient to supply our clients
in Brazil and the rest of Latin America, our main ferro-alloys markets. Despite
this mandatory temporary reduction, we continue to pursue our long-term plan to
expand our ferro-alloy operations. For information on the risks associated with
the Brazilian government's rationing program, see "Risk Factors -- Risks
Relating to Brazil -- The Brazilian government's energy rationing program could
adversely affect us."

                                        77


     The table below sets forth information regarding our manganese reserves at
December 31, 2000. The estimates of mineral reserves have been audited and
verified by MRDI.



                                                             PROVEN AND PROBABLE RESERVES
                                                   -------------------------------------------------
MINE                                                    TYPE             ORE TONNAGE        GRADE(3)
----                                               --------------   ---------------------   --------
                                                                    (IN MILLIONS OF TONS)    (% MN)
                                                                                   
Azul.............................................     Open pit(1)           22.1              44.6
                                                           S/P(1)            0.8              47.3
                                                                            ----              ----
                                                                            22.9              44.7
                                                                            ====              ====
Urucum...........................................  Underground(2)           13.1              47.9
                                                                            ----              ----
     Total.......................................                           36.0              45.9
                                                                            ====              ====


---------------

(1) Reported as product wet tons (14.5% moisture content).
(2) Reported as product dry tons.
(3) Reported as recoverable product grade.
     The table below sets forth information regarding our manganese mines and
recent manganese ore production for the periods indicated. The projected
exhaustion dates are based on 2000 production levels.



                       COMMENCEMENT       PROJECTED      OUR OWNERSHIP
MINE                   OF OPERATIONS   EXHAUSTION DATE     INTEREST                      PRODUCTION
----                   -------------   ---------------   -------------   ------------------------------------------
                                                                         FOR THE YEAR ENDED     FOR THE NINE MONTHS
                                                                            DECEMBER 31,        ENDED SEPTEMBER 30,
                                                                         ------------------     -------------------
                                                                         1998   1999   2000      2000         2001
                                                                         ----   ----   ----     ------       ------
                                                                                  (MILLIONS OF TONS)
                                                                                     
Azul.................      1986             2014              100%       1.3    0.9    1.4        1.2          1.1
Urucum...............      1976             2035              100%       0.3    0.2    0.3        0.2          0.2
                                                                         ---    ---    ---        ---          ---
    Total............                                                    1.6    1.1    1.7        1.4          1.3
                                                                         ===    ===    ===        ===          ===


     The table below sets forth information regarding our ferro-alloy
production.



                                                                PRODUCTION     PRODUCTION IN
PLANT                                                            CAPACITY          2000
-----                                                         --------------   -------------
                                                              (THOUSANDS OF    (THOUSANDS OF
                                                              TONS PER YEAR)       TONS)
                                                                         
RDME........................................................      140.0            119.7
CPFL/SIBRA..................................................      311.6            273.9
NES.........................................................       45.0             37.5


---------------
     Prior to December 1999, we owned 50% of Vale Usiminas Participacoes, S.A.,
or VUPSA. In December 1999, we agreed to acquire, for a nominal sum, the 50%
stake in VUPSA that we did not already own from our former partner, Usinas
Siderurgicas de Minas Gerais S.A., known as Usiminas. In exchange for our
agreement to acquire the Usiminas interest in VUPSA, Usiminas was released from
some of its obligations with respect to the debt of Companhia Paulista de Ferro
Ligas, or CPFL, and Sibra Eletrosiderurgica Brasileira S.A., or SIBRA, two
leading Brazilian producers of ferro-alloys, which were owned by Ferro Ligas do
Norte S.A., a subsidiary of VUPSA. This acquisition enables us to integrate our
manganese mining operations with ferro-alloy producing plants. On December 31,
2000, after a corporate reorganization, we became the direct owner of SIBRA,
which in turn owns CPFL.
  NON-FERROUS MINERALS
     Our non-ferrous minerals business segment includes the production of gold
and other non-ferrous minerals, such as kaolin and potash. We also include our
copper exploration efforts in the non-ferrous category.

                                        78


     The table below sets forth information regarding our non-ferrous revenues
and sales by geographic market for the periods indicated.



                                                                                  FOR THE NINE MONTHS
                                               FOR THE YEAR ENDED DECEMBER 31,    ENDED SEPTEMBER 30,
                                              ---------------------------------   -------------------
                                                1998        1999        2000        2000       2001
                                              ---------   ---------   ---------   --------   --------
                                                               (IN MILLIONS OF US$)
                                                                              
REVENUES CLASSIFIED BY GEOGRAPHIC
  DESTINATION
Export sales:
  Latin America.............................   US$ --      US$ --      US$ --      US$ --     US$  4
  United States.............................      145         139         156         113        100
  Europe....................................       --          --          35          28         27
  Japan.....................................       --          --           4           2         --
  Asia, other than Japan....................       --           4           3          --          2
                                               ------      ------      ------      ------     ------
                                                  145         143         198         143        133
Domestic sales..............................      124          96          90          70         58
                                               ------      ------      ------      ------     ------
     Total..................................   US$269      US$239      US$288      US$213     US$191
                                               ======      ======      ======      ======     ======
REVENUES CLASSIFIED BY CATEGORY
Gold........................................   US$168      US$155      US$156      US$113     US$100
Potash......................................      101          84          85          66         58
Other minerals..............................       --          --          47          34         33
                                               ------      ------      ------      ------     ------
     Total..................................   US$269      US$239      US$288      US$213     US$191
                                               ======      ======      ======      ======     ======


     Gold
     We conduct our gold business primarily at the parent company level and each
of our gold mines is wholly owned.
     We started gold operations in 1984 and currently operate three gold mines.
We are one of the largest gold producers in Latin America, with a total gold
production of 376,200 troy ounces of refined gold for the first nine months of
2001. We were responsible for approximately 32% of all gold produced on an
industrial scale in Brazil during 2000. Gold sales generated US$100 million of
gross operating revenues in the first nine months of 2001.

                                        79


     The table below sets forth information regarding estimated gold proven and
probable reserves at December 31, 2000. The estimates of mineral reserves have
been audited and verified by MRDI.



                                                     PROVEN AND PROBABLE RESERVES
                                           ------------------------------------------------
                                 ORE          ORE                   CONTAINED      METAL
MINE(1)                         TYPE        TONNAGE     GRADE(3)      GOLD      RECOVERY(3)       RECOVERABLE GOLD
-------                      -----------   ---------   ----------   ---------   -----------   ------------------------
                                           (MILLIONS                                                    (MILLIONS OF
                                           OF TONS)    (GRAM/TON)    (TONS)      (PERCENT)    (TONS)   TROY OUNCES)(4)
                                                                                  
Igarape Bahia(2)...........  CIP Ore          3.12        3.70        11.54         91%       10.51         0.338
                             CIP Stock        0.23        2.96         0.68         91         0.62         0.020
                             HL Ore           4.23        1.31         5.54         81         4.49         0.144
                             HL Stock         3.07        1.09         3.35         81         2.71         0.087
                                             -----        ----        -----                   -----         -----
  Subtotal.................                  10.65        1.98        21.11         87        18.32         0.589
                                             -----        ----        -----                   -----         -----
Fazenda Brasileiro.........  Sulfide CIP      3.79        5.36        20.31         93        18.89         0.607
                                             -----        ----        -----                   -----         -----
Itabira....................  CIL in situ      0.27        3.22         0.86         96         0.83         0.027
                             S/P HL           0.26        0.60         0.15         60         0.09         0.003
                                             -----        ----        -----                   -----         -----
  Subtotal.................                   0.53        1.90         1.01         91         0.92         0.030
                                             -----        ----        -----                   -----         -----
Total......................                  14.97        2.83        42.43         90        38.13         1.226
                                             =====        ====        =====                   =====         =====


---------------

(1) The Almas and Caete deposits listed with reserves at December 1999 were
    depleted in 2000.
(2) Igarape Bahia includes the Acampamento Sul, Furo Trinta and Acampamento
    Norte deposits.
(3) The subtotal and total figures include weighted-average ore grades and
    metallurgical recovery rates.
(4) One troy ounce equals 31.103 grams.
     The table below sets forth information regarding our gold mines and recent
gold production. The projected exhaustion dates are based on 2000 production
levels.



                                                                        PRODUCTION
                                                    ---------------------------------------------------
                                                                                         FOR THE NINE
                                                                                         MONTHS ENDED
                          COMMENCE-    PROJECTED     FOR THE YEAR ENDED DECEMBER 31,     SEPTEMBER 30,
                           MENT OF     EXHAUSTION   ---------------------------------   ---------------
MINE                      OPERATIONS      DATE        1998        1999        2000       2000     2001
----                      ----------   ----------   ---------   ---------   ---------   ------   ------
                                                               (THOUSANDS OF TROY OUNCES)(2)
                                                                            
Igarape Bahia...........     1991         2003        359.4       357.5       333.9      243.5    241.4
Fazenda Brasileiro......     1984         2009        170.4       141.2       154.6      122.0    119.5
Almas(1)................     1985         2000         16.4        16.0        13.2       10.4      0.6
Caete(1)................     1996         2000         13.3        17.4        11.0        8.2      0.4
Itabira.................     1984         2002         22.9        20.0        22.4       16.1     14.3
                                                     ------      ------      ------     ------   ------
     Total.......................................     582.4       552.1       535.1      400.2    376.2
                                                     ======      ======      ======     ======   ======
Average total cash cost
  of production (US$ per
  troy ounce)(2)........                             US$175      US$143      US$165     US$167   US$150


---------------

(1) Exhausted at December 31, 2000.
(2) One troy ounce equals 31.103 grams.
     Our gold mines are located in the states of Minas Gerais, Bahia, and Para.
All gold mines are open-pit, except for Fazenda Brasileiro, which is
underground. Each mine includes an on-site processing facility to produce dore
bars from raw ore. We ship dore bars to a third party refinery for remelting and
chemical treatment, which yields gold bars with a 99.99% purity degree. Our gold
is insured from the time we place it in its mine vaults until it reaches the
customer.

                                        80


     At December 31, 2000, our proven and probable gold reserves represented
three years of production at 2000 output levels. We had expenditures of US$7.8
million for gold exploration and resource development for the first nine months
of 2001 and expenditures of US$8.5 million for gold exploration and resource
development in 2000, including US$1.6 million related to prospecting for new
deposits and US$5.9 million directed to the extension of existing reserves. Of
these expenses, US$0.8 million and US$1.0 million were reimbursed under the
Mineral Risk Contract for the first nine months of 2001, and for 2000,
respectively. For a further discussion about the Mineral Risk Contract, see
"-- Exploration -- Mineral Risk Contract."
     Drilling has indicated that our largest gold mine, Igarape Bahia, has gold
mineralization at three distinct levels. We expect that mineralization at the
uppermost level, which consists primarily of oxidized gold ore, will be depleted
by mid 2003. We are currently studying the commencement of mining in the second
and third ore zones in which gold mineralization exists with ores of other
metals, mainly copper. The second zone is a transition zone which changes from
oxide-based ore to sulfide, and the third zone consists entirely of sulfide ore.
Sulfide ore requires substantially more expensive processing technology than
oxide ore, which may result in higher unit production costs for gold. As the
mine transitions from predominantly oxide ore to sulfide ore, we will have to
invest significant amounts of capital in equipment to process the refractory
ore. We have not yet invested in such processing equipment, and if we decide not
to undertake such investments, gold production at Igarape Bahia will likely
decline.
  Kaolin
     We conduct our kaolin business through our stake in Para Pigmentos S.A.,
which began operations in August 1996. Our total and voting interests in Para
Pigmentos are 80.1% and 84.9%, respectively. Our partners in Para Pigmentos are
Mitsubishi Corporation and International Finance Corporation.
     Kaolin is a fine white aluminum silicate clay used in the paper, ceramic
and pharmaceutical industries as a coating agent and filler. In the first nine
months of 2001, Para Pigmentos reported revenues of US$33 million and a net loss
of US$37 million. In 2000, Para Pigmentos reported revenues of US$34 million and
a net loss of US$9.0 million. At September 30, 2001, Para Pigmentos had
approximately US$61 million of long-term debt outstanding, of which we guarantee
US$50 million. Para Pigmentos is conducting a four phased investment program to
increase production capacity in response to an expected increase in the demand
for kaolin.
     The table below sets forth the schedule for the investment program which
Para Pigmentos expects to carry out through 2007.



                                                                                           EXPECTED
INVESTMENT PHASE                                  PRODUCTION     TOTAL INVESTMENT     DATE OF COMPLETION
----------------                                  ----------   --------------------   ------------------
                                                   KT/YEAR     (IN MILLIONS OF US$)
                                                                             
I...............................................      320            US$140.0                2000
II..............................................      600                29.0                2001
III.............................................      800                24.4                2003
IV..............................................    1,000                26.3                2007


     Phases I and II were completed as scheduled.
  Potash
     Potash is an important raw material used in the production of fertilizers.
We lease a potash mine in the state of Sergipe from Petroleo Brasileiro S.A.,
the Brazilian oil company. It is the only mine of this type in Brazil and has a
current capacity of 600,000 tons per year. We had gross revenues of US$58
million from potash sales in the first nine months of 2001 and US$84.9 million
from potash sales in 2000.

                                        81


  Current Copper Prospects
     We conduct our copper development and exploration projects as follows:

                            [CVRD COPPER FLOW CHART]
     The table below sets forth information regarding the status and potential
productivity of our copper (Cu) prospects, all but one of which features a gold
(Au) byproduct.



                                                                              TOTAL EXPECTED
                                                                                 CAPITAL        ANTICIPATED
PROJECT                               STATUS         OTHER MINERAL DEPOSITS    EXPENDITURES    START-UP DATE
-------                         ------------------   ----------------------   --------------   -------------
                                                       (MILLIONS OF TONS)      (IN MILLIONS
                                                                                 OF US$)
                                                                                   
Sossego.......................     Feasibility       313 at 1.02% Cu and         US$  394          2004
                                    concluded            0.3 g/t Au
Salobo........................  Pre-feasibility in    784 at 0.96% Cu               1,005          2007
                                     progress          and 0.6 g/t Au
Project 118...................  Pre-feasibility in    100 at 0.80% Cu                 140          2004
                                     progress
Alemao........................  Pre-feasibility in    170 at 1.60% Cu                 550          2006
                                     progress         and 0.90 g/t Au
Cristalino....................  Pre-feasibility in    300 at 0.90% Cu                 500          2006
                                     progress          and 0.2 g/t Au


     In addition, we and BNDES are prospecting the Carajas region for new copper
exploration projects. For more information on this joint venture, see
"-- Exploration -- Mineral Risk Contract."
     In October 2001, we acquired the 50% stake in the Sossego joint venture
which we did not already own from our former partner, Phelps Dodge, for US$42.5
million.
     In November 2001, we agreed to form a 50/50 joint venture to explore new
opportunities to produce and process copper with Corporacion Nacional del Cobre
de Chile, or Codelco, the world's largest copper producer.
  Exploration
     As part of our mineral prospecting and development activities in Brazil, we
have acquired extensive experience in exploration techniques and processes
specifically designed for use in tropical areas of the world. Our current
mineral exploration efforts are in Brazil and focus primarily on copper.
Expenditures for our mineral exploration program in the first nine months of
2001 and 2000 were US$31 million and US$34 million, respectively.
     Since 1998, we have focused our exploration efforts on areas where
geological knowledge was more advanced, focusing primarily on gold and copper,
and let lapse those claims we did not consider economically attractive. As a
result, our undeveloped acreage claims decreased from approximately 31.2 million
hectares at December 31, 1997, to approximately 7.0 million hectares at December
31, 2001.

                                        82


     Mineral Risk Contract.  We and BNDES entered into a Mineral Risk Contract
in March 1997, relating to prospecting authorizations for mining regions where
drilling and exploration are still in their early stages. The Mineral Risk
Contract provides for the joint development of certain unexplored mineral
resources in approximately two million identified hectares of land in the
Carajas region, which is part of the Northern System, as well as proportional
participation in any financial benefits earned from the development of such
resources. Iron ore and manganese deposits already identified and subject to
development were specifically excluded from the Mineral Risk Contract.
     Pursuant to the Mineral Risk Contract, we and BNDES each agreed to provide
US$205 million, which represents half of the US$410 million in expenditures
estimated as necessary to complete geological exploration and mineral resource
development projects in the region over a period of five years. Under certain
circumstances, this period may be extended for an additional two years. We will
oversee these projects and BNDES will advance us half of our costs on a
quarterly basis. Under the Mineral Risk Contract, at December 31, 2001, we and
BNDES each had remaining commitments to contribute an additional US$77.5 million
toward exploration and development activities. In the event that either one of
us wishes to conduct further exploration and development after having spent such
US$205 million, the contract provides that each party may either choose to match
the other party's contributions, or may choose to have its financial interest
proportionally diluted. If a party's participation in the project is diluted to
an amount lower than 40% of the amount invested in connection with exploration
and development projects, then the Mineral Risk Contract provides that the
diluted party will lose (1) all the rights and benefits provided for in the
Mineral Risk Contract and (2) any amount previously contributed to the project.
     Under the Mineral Risk Contract, BNDES has agreed to compensate us for our
contribution of existing development and ownership rights in the Carajas region
through a finder's fee production royalty on mineral resources that are
discovered and placed into production. This finder's fee is equal to 3.5% of the
revenues derived from the sale of gold, silver and platinum group metals and
1.5% of the revenues derived from the sale of other minerals, including copper,
except for gold and other minerals discovered at Serra Leste, for which the
finder's fee is equal to 6.5% of revenues.

                                        83


  LOGISTICS
     We conduct our logistics business, which comprises the transportation of
third party products and passengers as follows:

                                  [FLOW CHART]
     The table below sets forth information regarding our third party logistics
revenues and sales by geographic market for the periods indicated.



                                                                                  FOR THE NINE MONTHS
                                               FOR THE YEAR ENDED DECEMBER 31,    ENDED SEPTEMBER 30,
                                              ---------------------------------   -------------------
                                                1998        1999        2000        2000       2001
                                              ---------   ---------   ---------   --------   --------
                                                               (IN MILLIONS OF US$)
                                                                              
Export market
  Latin America.............................   US$  5      US$ 13      US$ 30      US$ 16     US$ 52
  United States.............................       36          34          64          53         15
  Europe....................................       40          31          75          56         43
  Middle East...............................        2           3           6           3          3
  Japan.....................................       31           9          15           8          9
  Asia, other than Japan....................       15           9           5           7          3
Others......................................        6           1          --          --         --
                                               ------      ------      ------      ------     ------
                                                  135         100         195         143        125
Domestic sales..............................      396         318         403         295        269
                                               ------      ------      ------      ------     ------
                                               US$531      US$418      US$598      US$438     US$394
                                               ======      ======      ======      ======     ======


  Railroads
     Vitoria-Minas Railroad.  The Vitoria-Minas railroad, in the Southern
System, originates near the city of Belo Horizonte and our Itabira mines in the
state of Minas Gerais. We operate this railroad under a 30-year renewable
concession granted by the Brazilian government in July 1997. This railroad
extends 905 kilometers to our Tubarao marine terminal located near the port of
Vitoria in the state of Espirito Santo. The Vitoria-Minas railroad consists of
two lines of track extending for a distance of 601 kilometers to permit
continuous railroad travel in opposite directions, and single-track branches of
304 kilometers.

                                        84


Industrial manufacturers are located near this area and major agricultural
regions are adjacent and accessible to the Vitoria-Minas railroad. The
Vitoria-Minas rolling stock fleet consists of approximately 204 locomotives,
7,603 ore-cars, 5,879 cars for general cargo and 61 passenger cars. The
Vitoria-Minas railroad carried a total of 83.4 million tons of iron ore and
other cargo in the first nine months of 2001 (of which 55.7 million tons
consisted of cargo transported for third parties). The Vitoria-Minas railroad
also carried approximately 1.1 million passengers in the first nine months of
2001.
     The principal cargo of the Vitoria-Minas railroad consists of:
     - iron ore, carried for us and other Brazilian mining companies,
     - steel, coal and pig iron, carried for steel manufacturers located along
       the railroad, and
     - limestone, carried for steel mills located in the states of Minas Gerais
       and Espirito Santo.
     We charge market rates for third party freight, including pellets, aluminum
and pulp and paper originating from joint ventures and other enterprises in
which we do not own 100% of the equity interest. Market rates vary based upon
the distance traveled, the kind of product and the weight of the freight in
question.
     The table below sets forth information regarding the cargo that the
Vitoria-Minas railroad transported for the periods indicated.



                                                                                 FOR THE NINE MONTHS
                                             FOR THE YEAR ENDED DECEMBER 31,     ENDED SEPTEMBER 30,
                                             --------------------------------    --------------------
CARGO                                          1998        1999        2000        2000        2001
-----                                        --------    --------    --------    --------    --------
                                                               (THOUSANDS OF TONS)
                                                                              
Third Party
  Iron ore and pellets.....................   57,033      53,292      56,986      43,269      37,377
  Steel....................................    5,042       4,745       5,542       3,976       4,038
  Coal.....................................    4,236       4,223       4,905       3,654       3,679
  Pig iron.................................    2,016       2,042       2,585       2,056       2,009
  Limestone and dolomite...................    1,932       2,149       2,609       1,935       2,035
  Grain....................................    1,752       1,655       2,410       1,882       1,896
  Coking coal..............................      779         525         854         588         788
  Oil......................................      362         285         334         204         432
  Other....................................    3,523       4,143       4,284       3,114       3,456
                                             -------     -------     -------      ------      ------
     Third party subtotal..................   76,675      73,059      80,509      60,678      55,710
                                             -------     -------     -------      ------      ------
CVRD Group
  Iron ore.................................   26,473      26,322      29,338      21,944      26,250
  Wood pulp................................      708         726         756         582         567
  Other....................................      925         722       1,281         994         844
                                             -------     -------     -------      ------      ------
     CVRD Group subtotal...................   28,106      27,770      31,375      23,520      27,661
                                             -------     -------     -------      ------      ------
     Total.................................  104,781     100,829     111,884      84,198      83,371
                                             =======     =======     =======      ======      ======


     Carajas Railroad.  We operate the Carajas railroad under a 30-year
renewable concession granted by the Brazilian government in June 1997. This
railroad, located in the Northern System, starts at our Carajas iron ore mines
in the state of Para, and extends 892 kilometers to our Ponta da Madeira marine
terminal facilities located near the port of Sao Luis in the state of Maranhao.
The Carajas railroad consists of one line of track, with spur tracks and
turn-outs to permit the passage of trains in opposite directions. The Carajas
fleet consists of approximately 88 locomotives, 4,006 ore-cars, 745 cars for
general cargo and 37 passenger cars. The Carajas railroad carried a total of
42.5 million tons of iron ore and other cargo in the first nine months of 2001
(of which 4.7 million tons, or 11.0%, consisted of cargo transported for third

                                        85


parties). The Carajas railroad also carried approximately 326,000 passengers in
the first nine months of 2001 and 475,000 passengers in 2000.
     The table below sets forth information regarding the cargo the Carajas
railroad transported for the periods indicated.



                                                                                    FOR THE NINE MONTHS
                                                FOR THE YEAR ENDED DECEMBER 31,     ENDED SEPTEMBER 30,
                                                --------------------------------    --------------------
CARGO                                             1998        1999        2000        2000        2001
-----                                           --------    --------    --------    --------    --------
                                                                  (THOUSANDS OF TONS)
                                                                                 
Iron ore
  CVRD Group..................................   43,881      41,683      45,353      32,626      36,705
  Third party.................................    2,242       2,246       2,544       1,734       2,368
Manganese ore
  CVRD Group..................................      898         807       1,339         975       1,097
Pig iron......................................    1,243       1,321       1,526       1,027       1,303
Vehicles......................................      306         120         142         103          75
Fuels.........................................      399         383         394         276         341
Soy beans.....................................      357         426         491         491         507
Other.........................................      120         114         127          79         119
                                                 ------      ------      ------      ------      ------
     Total....................................   49,446      47,100      51,916      37,311      42,515
                                                 ======      ======      ======      ======      ======


     Other Investments.  We hold a 20% interest in the voting capital of
Centro-Atlantica, which operates the central east regional railway network of
the Brazilian national railway system under a 30-year renewable concession
granted by the government in August 1996. The central east network contains
approximately 7,000 kilometers of track extending into the states of Sergipe,
Bahia, Espirito Santo, Minas Gerais, Goias, Rio de Janeiro and Distrito Federal.
It connects with our Vitoria-Minas railroad near the cities of Belo Horizonte
and Vitoria. Centro-Atlantica currently operates on the same track gauge as our
Vitoria-Minas railroad. Centro-Atlantica reported net revenues of US$81 million
and a net loss of US$60 million in the first nine months of 2001 and net
revenues of US$120 million and a net loss of US$40.7 million in 2000.
     We also hold a 30% stake in the Malha Nordeste railroad through Companhia
Ferroviaria do Nordeste, known as CFN. The Malha Nordeste railroad operates
under a 30-year concession granted by the Brazilian government in December 1997.
Malha Nordeste is an existing rail line with 4,342 kilometers of track extending
into the states of Maranhao, Piaui, Ceara, Rio Grande do Norte, Paraiba,
Pernambuco, Alagoas and Sergipe. The Malha Nordeste line comes close to our
Carajas line in the Northern System but is built on a narrower gauge. The Malha
Nordeste line requires significant modernization, and the owners are currently
discussing the amount of investment required to effect the modernization. CFN
reported net revenues of US$5 million and a net loss of US$10 million in the
first nine months of 2001 and net revenues of US$9.8 million and a net loss of
US$17.7 million in 2000.
     We are part of a consortium which won the auction for a 30-year concession
for the Malha Paulista railroad in November 1998. We currently hold 18.7% of the
total capital in this consortium, which was incorporated as Ferrovias
Bandeirantes S.A., or Ferroban. We entered into this concession for a price of
US$205.7 million. Ferroban is a 4,236 kilometer railroad linking the states of
Sao Paulo, Minas Gerais and Parana. Ferroban reported net revenues of US$50
million and a net loss of US$34 million in the first nine months of 2001 and net
revenues of US$65.7 million and a net loss of US$38.3 million in 2000.
     In April 2001, we acquired 100% of Ferteco Mineracao S.A. Ferteco owns 9.6%
of the total capital and 17.2% of the voting capital of MRS Logistica S.A. MRS
is a 1,612 kilometer railroad which links the states of Rio de Janeiro, Sao
Paulo and Minas Gerais, and has a capacity to transport 80 million tons per
year. MRS operates under a 30-year renewable concession granted by the Brazilian
government in November 1996.

                                        86


     The Brazilian government has the option to extend our railroad concessions
when they expire. The table below sets forth the expiration date for each of our
concessions:



                                                                 CONCESSION
RAILROAD                                                       EXPIRATION DATE
--------                                                       ---------------
                                                            
Centro-Atlantica............................................   August 2026
MRS.........................................................   December 2026
Vitoria-Minas...............................................   June 2027
Carajas.....................................................   June 2027
CFN.........................................................   December 2027
Ferroban....................................................   December 2028


  Ports and Terminals
     We operate ports and terminals principally as a means to complete the
distribution of our iron ore and pellets to ocean-going vessels serving the
export market. For a detailed description of this distribution process, see
"-- Ferrous Minerals -- Distribution." We also use our ports and terminals to
handle third party cargo. In the first nine months of 2001, based on weight, 22%
of the cargo handled by our ports and terminals represented cargo handled for
third parties. In 2000, based on weight, 32% of the cargo handled by our ports
and terminals represented cargo handled for third parties.
     Tubarao/Praia Mole Marine Terminal.  The Tubarao/Praia Mole marine terminal
complex, which covers an area of approximately 18 square kilometers, is located
near the port of Vitoria in the state of Espirito Santo and has two piers. Pier
I can accommodate two vessels at a time, one of up to 80,000 DWT on the southern
side and one of up to 120,000 DWT on the northern side. Pier II can accommodate
one vessel of up to 300,000 DWT at a time. In Pier I there are two shiploaders
which can load up to a combined total of 14,000 tons per hour. In Pier II there
are two shiploaders that work alternately and can each load up to 16,000 tons
per hour. We operate a grain terminal, accessible by highway in the Tubarao
area, with an annual capacity of 1.5 million tons and a maximum loading speed of
1,500 tons per hour. We also operate a bulk liquid terminal with a capacity of
2.0 million cubic meters. There are two berths in the Tubarao terminal: one is
for transportation of grains, with a capacity of 3 million tons a year, and the
other is for transportation of general cargo and fertilizers.
     The table below sets forth information on cargo shipped through our
Tubarao/Praia Mole marine terminal by tonnage for the periods indicated.



                                                                                    FOR THE NINE MONTHS
                                                FOR THE YEAR ENDED DECEMBER 31,     ENDED SEPTEMBER 30,
                                                --------------------------------    --------------------
CARGO                                             1998        1999        2000        2000        2001
-----                                           --------    --------    --------    --------    --------
                                                                  (THOUSANDS OF TONS)
                                                                                 
Iron ore and pellets
  CVRD Group..................................   37,768      42,017      39,397      34,813      42,479
  Third party.................................   34,065      23,433      31,629      17,087       6,661
Coal..........................................    7,160       7,497       8,252       5,857       6,310
Grain.........................................    1,327       1,302       1,889       1,379       1,577
Cooking coal..................................      973         603         999         627         835
Pig iron......................................    1,774       1,867       2,081       1,662       1,433
Fertilizers...................................      292         405         334         180         358
Other.........................................    1,339       3,023       4,770       4,485       3,858
                                                 ------      ------      ------      ------      ------
     Total....................................   84,698      80,147      89,351      66,090      63,511
                                                 ======      ======      ======      ======      ======


     Ponta da Madeira Marine Terminal.  The Ponta da Madeira marine terminal
complex is located near the port of Sao Luis in the state of Maranhao. The Ponta
da Madeira port facilities can accommodate two

                                        87


vessels. Pier I can accommodate vessels displacing up to 420,000 DWT. Pier II
can accommodate vessels of up to 155,000 DWT. The two berths have a maximum
loading rate of 16,000 tons per hour at Pier I and 8,000 tons per hour at Pier
II.
     The table below sets forth information on cargo shipped through our Ponta
da Madeira marine terminal by tonnage for the periods indicated.



                                                                                    FOR THE NINE MONTHS
                                                FOR THE YEAR ENDED DECEMBER 31,     ENDED SEPTEMBER 30,
                                                --------------------------------    --------------------
CARGO                                             1998        1999        2000        2000        2001
-----                                           --------    --------    --------    --------    --------
                                                                  (THOUSANDS OF TONS)
                                                                                 
CVRD Group
  Iron ore....................................   42,921      41,531      46,178      34,068      36,420
  Manganese ore...............................      920         787       1,293         985       1,153
Third Party
  Pig iron....................................    1,197       1,223       1,533       1,036       1,283
  Soy beans...................................      372         451         561         534         607
                                                 ------      ------      ------      ------      ------
     Total....................................   45,410      43,992      49,565      36,623      39,463
                                                 ======      ======      ======      ======      ======


     Other Investments.  In September 1994, we licensed the Inacio Barbosa
marine terminal, located in the state of Sergipe, near our potash mine. Under
the terms of the ten-year agreement we entered into with Sergiportos, a
state-owned port company, we receive 40% of the net operating profit of the
terminal and must manage the terminal.
     In May 1998, we entered into a 25-year lease for the Capuaba marine
terminal in Vitoria, in the state of Espirito Santo. We shipped 789,000 tons of
cargo during the first nine months of 2001 from Capuaba, and 1,833,000 tons of
cargo during 2000.
     In September 1998, we acquired a 50% indirect interest in the lease of the
Sepetiba container terminal, operated by Sepetiba Tecon S.A. Companhia
Siderurgica Nacional, or CSN, holds the remaining 50% of Sepetiba Tecon. The
lease has a term of 25 years and we can renew it for an additional period of 25
years. The price for the concession was approximately US$79 million, of which we
have already paid US$33 million. The remainder is due in 276 monthly
installments starting after the completion of certain investments by Companhia
Docas do Rio de Janeiro required under the concession contract. We expect
payments to start in January 2003.
     Divestitures.  In August 2001, we sold our 50% interest in the Rio Doce
Pasha marine terminal, located in the port of Los Angeles in Los Angeles,
California, to our partner in the joint venture, the Pasha Group, for
approximately US$10 million. This marine terminal principally handles imports of
steel slabs for California Steel Industries, Inc., or CSI, our steelmaking joint
venture located approximately 60 miles inland from the terminal.
  Shipping
     Navegacao Vale do Rio Doce S.A., known as Docenave, and its affiliated
companies conduct our principal shipping activities. Founded in 1962 to support
iron ore distribution, Docenave has since expanded its transportation
capabilities to serve foreign and domestic third party customers.
     We are currently seeking to divest our interests in our dry-bulk shipping
business. In September 2001, we reached an agreement to sell six of Docenave's
carrier vessels, with a total capacity of 592,240 DWT, to Empresa Naviera
Elcano, S.A., a Spanish company, for US$53 million. This transaction is expected
to close in February 2002. We intend to sell Docenave's remaining dry-bulk
assets in the future, but have reached no agreement regarding this sale to date.
Although Docenave's revenues increased by 67% in 2000 compared to 1999, this
increase was largely offset by increased operating costs. Docenave reported an
operating gain of US$18 million for the first nine months of 2001, and operating
loss of US$18 million in 2000, compared to an operating loss of US$35 million in
1999. In addition to Docenave's overall lack of

                                        88


profitability, our decision to sell our dry-bulk shipping fleet is also a result
of the significant investment we would have to undertake to replace our existing
fleet in the future. In addition to its dry-bulk activities, Docenave regularly
operates charter vessels on short and medium-term charters, including an average
of approximately 14 vessels in 2001.
     The table below sets forth information on the cargo our shipping operations
transported for the periods indicated.



                                                                                    FOR THE NINE MONTHS
                                                FOR THE YEAR ENDED DECEMBER 31,     ENDED SEPTEMBER 30,
                                                --------------------------------    --------------------
CARGO                                             1998        1999        2000        2000        2001
-----                                           --------    --------    --------    --------    --------
                                                                  (THOUSANDS OF TONS)
                                                                                 
Iron ore
  CVRD Group..................................    3,317       1,328       3,058       6,296       5,575
  Third party.................................   13,780      12,514      15,608       7,203       6,865
Coal..........................................    7,986       6,541       7,452       5,117       3,729
Other.........................................    7,175       8,142       9,031       7,019       5,798
     Total....................................   32,258      28,525      35,149      25,635      21,967


     Major customers of Docenave include steelmakers (iron ore exports),
Alunorte (domestic bauxite purchases) and Brazilian steelmakers (coal imports).
  Competition in the logistics industry
     The lower costs of rail transport compared to road transport costs in the
routes served by the Carajas railroad restrict the competition. Competition with
the Vitoria-Minas railroad is limited with respect to its principal minerals and
bulk products cargo due to the comparative cost advantage of rail transport over
road transport for the same routes. The local trucking industry provides
competition for the Vitoria-Minas railroad with respect to non-bulk cargo. The
Centro-Atlantica railroad competes primarily with an established trucking
industry to carry freight in the region it serves.
     The Ponta da Madeira marine terminal does not face any significant
competition due to its geographic distance from other comparable marine
terminals and to its direct link with the Carajas railroad. The Tubarao/Praia
Mole marine terminal faces limited competition for most types of cargo due to
its direct link with the Vitoria-Minas railroad. However, with respect to some
types of cargo and origins, it encounters competition from the port of Rio de
Janeiro and the port of Santos.
     Our shipping services compete with a wide variety of international bulk
shipping companies. Competition for tonnage can be quite intense. It depends
principally on price, as well as the size, age, condition and acceptability of a
vessel and its operator to the customer. Varying economic factors can cause wide
swings in freight rates and sudden shifts in traffic patterns. Vessel
redeployment and new vessel construction can also lead to an overcapacity of
vessels offering the same service or operating in the same market.

                                        89


  ENERGY
     We conduct our energy business as follows:

                            [CVRD ENERGY FLOW CHART]

     Among our partners in these investments, Companhia Energetica de Minas
Gerais, known as Cemig, Companhia Espirito Santo Centrais Eletricas, S.A., known
as Escelsa, and Companhia Estadual de Energia Eletrica, known as CEEE, are
state-government controlled companies. Cemig Capim Branco Energia S.A. is an
affiliate of Cemig. Alcan Aluminio do Brasil Ltda. is an affiliate of Alcan Inc.
Comercial e Agricola Paineiras Ltda. is an affiliate of Suzano Participacoes
S.A. Petroleo Brasileiro S.A., known as Petrobras, is controlled by the
Brazilian government. Billiton Metais is a wholly-owned subsidiary of BHP
Billiton. Serra de Mesa Energia S.A. is an affiliate of the VBC Group, which
includes Votorantim Participacoes S.A., Banco Bradesco S.A. and Camargo Correa
S.A. Companhia Mineira de Metais and Votorantim Cimentos are affiliates of
Votorantim Participacoes S.A. Alcoa Aluminio S.A. is an affilate of Alcoa Inc.
Mineracao Morro Velho Ltda. is an affiliate of Anglo American Brasil Ltda.,
which in turn is affiliated with Anglo American PLC. Companhia de Tecidos do
Norte de Minas, known as Coteminas, is affiliated with Coteminas International
Ltd.
     In 2000 and 2001, we consumed 12.47 TWh and 13.75 TWh of electricity,
respectively. Energy management and supply has become a priority for us, driven
both by the Brazilian government's privatization program of the industry, and by
the risk of rising electricity prices and electricity rationing due to energy
shortages, such as the one Brazil experienced in mid-2001. We currently perceive
favorable investment opportunities in the Brazilian electricity sector and are
taking advantage of them to invest in the hydroelectric power generation
projects discussed below. These projects will sell their production to third
parties in the power market, and, as a result, our energy department will be
engaged in wholesale marketing activities. Our energy business is comprised of
the sale but not the delivery of electricity. We may use some of the electricity
from these projects for our internal needs. As we are a large consumer of
electricity, we expect that investing in the energy business will help protect
us against electricity price volatility.
     We hold a 38.1% stake in the Igarapava hydroelectric power plant, which has
an installed capacity of 210 MW and is located in Rio Grande, on the border
between the states of Sao Paulo and Minas Gerais. The Igarapava plant started
operations in September 1999. Our share of the power produced by the plant goes
to the operational units in Itabira and Timbopeba, in Minas Gerais.
     We hold a 33.3% stake in the Porto Estrela hydroelectric power plant, which
has an installed capacity of 112 MW and is located on the Santo Antonio River,
state of Minas Gerais. The electricity generated at the Porto Estrela plant is
sold to the market, and we use a portion to support our operations at the
Tubarao marine terminal.

                                        90


     The Aimores plant is an ongoing hydroelectric generation project located in
the Rio Doce basin in Minas Gerais. We expect the Aimores plant to start
operations in December 2003 with a projected installed capacity of 330 MW. We
own a 51.0% stake in Aimores, and our portion of the electricity generated from
this plant will go to our industrial units located in the state of Minas Gerais.
     In January 2000, we made the winning bid in an auction held by ANEEL, the
Brazilian electricity regulatory agency, for the concession to build and operate
the Candonga hydroelectric power plant, located on the Rio Doce, in the state of
Minas Gerais. We have a 50.0% stake in the consortium which is to build a plant
with an expected installed capacity of 140 MW, scheduled to start operations in
November 2003.
     In June 2000, we purchased a stake in the Funil hydroelectric power plant
project, located in Rio Grande, in the state of Minas Gerais, which has an
expected installed capacity of 180 MW. Plant construction began in October 2000,
and the plant is scheduled to start operations in December 2002. We have a 51.0%
stake in this project.
     We have a 48.4% stake in the consortium that made the winning bid at the
auction held by ANEEL in November 2000 for the Capim Branco I and II concessions
(Capim Branco Energy Complex), located on the Rio Araguari, in the state of
Minas Gerais. The plants have an expected installed capacity of 240 MW and 210
MW, respectively, and are due to be constructed consecutively. Capim Branco I
and Capim Branco II are scheduled to start operations in 2004 and 2005,
respectively.
     We have a 40% stake in a consortium which won a 35-year public concession
to build and explore the Foz do Chapeco hydroelectric power plant. The first
unit of this power plant must be operational by July 2006. The concession was
auctioned by ANEEL on June 28, 2001. The plant will be located on the Uruguai
River, on the border of the states of Santa Catarina and Rio Grande do Sul, and
has an expected capacity of 855 MW.
     Our total investment in the hydroelectric projects at Igarapava, Porto
Estrela, Funil, Candonga, Aimores, Capim Branco I, Capim Branco II and Foz do
Chapeco is estimated at US$504 million. We cannot assure you that the aggregate
cost will not escalate or that the projects will be completed on schedule.
     In February 2000, we signed an agreement with the Ministry of Mines and
Energy for the development of the Vitoria thermoelectric plant. We hold a 33.3%
stake in a consortium that will build and operate the plant.
     On November 30, 2001, we won a public concession to build and explore the
Santa Isabel hydroelectric power plant, together with Billiton Metais S.A.,
Alcoa Aluminio S.A., Votorantim Cimentos S.A. and Camargo Correa S.A. We own
43.85% of the economic interest in this venture, which is a 35-year renewable
concession. This plant must be operational within 84 months from the date of
execution of the contract and is expected to have a capacity of 1,087 MW.
     Due to the energy shortage, and in response to the Brazilian government's
energy program, we temporarily reduced our aluminum and ferro-alloy production.
For a description of these measures, see "Risk Factors -- Risks Relating to
Brazil -- The Brazilian government's energy rationing program could adversely
affect us," "Business -- Our Lines of Business -- Ferrous Minerals -- Manganese
and Ferro-Alloys," "-- Our Lines of Business -- Holdings -- Aluminum
Business -- Albras" and "-- Our Lines of Business -- Holdings -- Aluminum
Business -- Valesul."
  HOLDINGS
     Our holdings are comprised primarily of our aluminum operations, our pulp
and paper business and our interests in the steel industry. We are currently
selling our pulp and paper business, as well as some of our interests in the
steel industry.

                                        91


     The table below sets forth information regarding our holdings revenues and
sales by geographic market for the periods indicated.


                                        FOR THE YEAR ENDED DECEMBER 31,
                       -----------------------------------------------------------------
                             1998                1999                    2000
                       -----------------   -----------------   -------------------------
                       PULP &              PULP &              PULP &
                       PAPER    ALUMINUM   PAPER    ALUMINUM   PAPER    ALUMINUM   STEEL
                       ------   --------   ------   --------   ------   --------   -----
                                                              
Export market
 Latin America.......  US$--     US$105    US$ --    US$  5    US$ --    US$ 23    US$--
 Europe..............     43        269        39       146        48       237      --
 Middle East.........     --         --        --        --        --        16      --
 Japan...............     --         --        --        94        --        34      --
 United States.......     37         44        62        23        73        39      --
 Asia, other than
   Japan.............     --         --        --        50        --         2      --
Others...............     --          1        --        --        --        --      --
                       -----     ------    ------    ------    ------    ------    ----
                          80        419       101       318       121       351      --
Domestic sales.......      8         65        10        62        21        12       1
                       -----     ------    ------    ------    ------    ------    ----
                       US$88     US$484    US$111    US$380    US$142    US$363    US$1
                       =====     ======    ======    ======    ======    ======    ====


                              FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                       -----------------------------------------------------
                                 2000                        2001
                       -------------------------   -------------------------
                       PULP &                      PULP &
                       PAPER    ALUMINUM   STEEL   PAPER    ALUMINUM   STEEL
                       ------   --------   -----   ------   --------   -----
                                                     
Export market
 Latin America.......  US$ --    US$ 17    US$--   US$--     US$  8    US$--
 Europe..............      --       172      --        7        161      --
 Middle East.........      --        16      --       --         --      --
 Japan...............      --        34      --       --         --      --
 United States.......     114        34      --       42         33      --
 Asia, other than
   Japan.............      --         1      --       --         23      --
Others...............      --        --      --       --         --      --
                       ------    ------    ----    -----     ------    ----
                          114       274      --       49        225      --
Domestic sales.......       9        11       1        7          1      --
                       ------    ------    ----    -----     ------    ----
                       US$123    US$285    US$1    US$56     US$226    US$--
                       ======    ======    ====    =====     ======    ====


Aluminum Business
     We conduct our aluminum business as follows:

                           [CVRD ALUMINUM FLOW CHART]
     Our wholly-owned subsidiary, Aluvale, manages our aluminum operations
through participation in joint ventures that engage in:
     - mining bauxite,
     - refining bauxite into alumina, and
     - using alumina to produce primary aluminum and aluminum alloys.

                                        92


     Aluvale's principal operating activity consists of marketing the aluminum
produced by Albras -- Aluminio Brasileiro S.A., or Albras, and Valesul Aluminio
S.A., or Valesul. Gross revenues from aluminum products totaled US$224 million
in the first nine months of 2001, and US$363 million in 2000.
     Bauxite
     MRN, the largest bauxite producer in Latin America and one of the largest
in the world, produces bauxite for sale to its joint venture partners. Excess
production may be sold to third parties. MRN operates two open-pit bauxite mines
which produce high quality bauxite. In addition, MRN controls substantial
additional high quality bauxite resources which it believes can be produced
economically in the future. MRN had net revenues of US$148 million and net
income of US$53 million in the first nine months of 2001, and net revenues of
US$217 million and net income of US$91 million in 2000.
     MRN's mines are located in the northern region of the state of Para. The
table below sets forth information regarding MRN's bauxite reserves at December
31, 2000. The estimates of mineral reserves have been audited and verified by
MRDI.



                                                                           PROVEN AND PROBABLE
                                                                               RESERVES(1)
                                                                         ------------------------
MINE                                                            TYPE     ORE TONNAGE      GRADE
----                                                          --------   ------------   ---------
                                                                         (MILLIONS OF   (% AL203)
                                                                            TONS)
                                                                               
Mineracao Rio do Norte(2)...................................  Open pit      166.8         50.5


---------------

(1) Reported as recoverable product.
(2) Includes two active mines.
     Operations at MRN's mines commenced in 1979 and are projected to exhaust in
2016 at 2000 production levels. For the first nine months of 2001 and 2000, and
for the years 2000, 1999, and 1998, production equaled 7.9 million, 8.2 million,
11.2 million, 11.0 million, and 10.1 million tons, respectively.
     MRN operates ore beneficiation facilities at its mines, which are connected
by rail to a loading terminal and port facilities on the Trombetas River. The
Trombetas River is a tributary of the Amazon River, and MRN's port facilities
can handle vessels of up to 50,000 DWT. MRN owns and operates the rail and the
port facilities serving its mines. The MRN bauxite mines are accessible by road
from the port area and obtain electricity from their own thermoelectric power
station.
     MRN is undertaking an expansion of its capacity from 11.0 million tons to
16.3 million tons in 2003. The cost of this expansion is estimated at US$206
million.
     Alumina
     Alunorte began operations in July 1995 and produces alumina by refining
bauxite which MRN supplies. The Alunorte plant has a production capacity of 1.5
million tons of alumina per year. In the first nine months of 2001 and in 2000,
it produced 1.2 million and 1.6 million tons, respectively. Alunorte sells the
major portion of its production to Albras, Valesul and Aluvale for the
production of aluminum. The Alunorte plant is located near Belem in the state of
Para next to Albras's aluminum production facilities. This allows Alunorte and
its principal customer to share infrastructure and other resources. Alunorte had
net revenues of US$227 million and a net loss of US$79 million in the first nine
months of 2001 and net revenues of US$322 million and net income of US$23
million in 2000.
     With the exception of MRN, each Alunorte joint venture partner must
purchase on a take-or-pay basis all alumina produced by Alunorte in proportion
to its respective interest. MRN also has the right, but not the obligation, to
purchase its share of Alunorte's production. The joint venturers each pay the
same price, which is determined by a formula based on prevailing world market
prices of alumina and aluminum. In the aggregate, we are committed to
take-or-pay 465,816 metric tons per year of alumina

                                        93


produced by Alunorte, which at a market price of US$194.17 per metric ton at
September 30, 2001, represents an annual commitment of US$90 million.
     In 2000, Alunorte's partners agreed to contribute an additional US$126
million in equity capital to expand Alunorte's capacity from 1.5 million tons of
alumina per year to 2.3 million tons by 2002, a project which is expected to
cost approximately US$280 million. Our share of this contribution is US$42
million to be paid over six installments. Due to this contribution, our equity
interest in Alunorte will be diluted to 44.4% of the total capital by 2002,
although our voting interest will remain unchanged at 50.3%.
     Aluminum
     Albras and Valesul each produce aluminum using alumina which Alunorte
supplies. Alunorte has supplied all of Albras's alumina requirements since
October 1995. Albras produces aluminum ingots and Valesul produces aluminum
ingots, slabs, bars, billets and alloys. Aluminum is produced from alumina by
means of a continuous electro-chemical process which requires substantial
amounts of electricity.
     Albras
     The Albras plant is one of the largest aluminum plants in Latin America,
with a capacity of approximately 406,000 tons per year. Albras started its
operations in 1985 at a plant located near Belem in the state of Para. Albras
had net revenues of US$383 million and a net loss of US$72 million in the first
nine months of 2001, and net revenues of US$551 million and net income of US$129
million in 2000.
     The Albras joint venture partners must purchase on a take-or-pay basis all
aluminum produced by Albras in proportion to their ownership interests which
represents an annual commitment from us of US$275 million. See note 15(d) to our
consolidated financial statements. We generally market our share of Albras's
output in international export markets.
     The table below sets forth information regarding Albras's recent aluminum
production and our recent purchases from Albras.



                                                                                    FOR THE
                                                    FOR THE YEAR ENDED         NINE MONTHS ENDED
                                                       DECEMBER 31,              SEPTEMBER 30,
                                                 -------------------------     ------------------
ALUMINUM                                         1998      1999      2000      2000         2001
--------                                         -----     -----     -----     -----        -----
                                                               (THOUSANDS OF TONS)
                                                                             
Albras production..............................  342.0     358.0     366.0      275          261
Our purchases from Albras......................  174.0     183.0     187.0      140          133


     At September 30, 2001, Albras had US$583 million of long term outstanding
debt, of which US$210 million was denominated in Japanese yen (approximately 57%
of which was hedged into U.S. dollars). To reduce the impact of price
fluctuations and to assure adequate cash flow, Albras engages in hedging
activities from time to time, usually through one-year forward sales. For more
information on these hedging activities, see "Management's Discussion and
Analysis of Financial Conditions and Results of Operations -- Market
Risk -- Commodity Price Risk."
     In 2001, Albras obtained a financing package with BNDES aimed at financing
the expansion of the Albras plant from a capacity of approximately 366,000 tons
per year to a capacity of approximately 406,000 tons per year. In 2001, Albras
invested US$25.5 million in this expansion project, which was completed in the
fourth quarter of 2001. The total cost of this project was US$55 million.
Consequently, Albras' production capacity increased by 40,000 tons.
     Electricity.  The production of aluminum requires a continuous flow of
substantial amounts of electricity. Albras purchases electrical power from
Eletronorte, a state-owned electric power utility. Eletronorte generates
electricity at the Tucurui hydroelectric power plant located on the Tocantins
river. This plant is the sole source of electrical power in the region in the
quantities required for Albras's operations. Albras consumes approximately
one-quarter of the constant (year round) output of the Eletronorte plant.

                                        94


     We currently benefit from a contract between Albras and Eletronorte
pursuant to which Albras is able to purchase electricity at favorable rates.
This contract is scheduled to expire in 2004. We cannot assure you that we will
be able to renew this contract on the same or similarly favorable terms. We,
together with other aluminum producers in the region, are currently
investigating alternative electricity sources. For a detailed description of our
investments in alternative electricity sources, see "-- Our Lines of Business --
Energy."
     Due to the energy shortage and the Brazilian government's energy rationing
program which required an energy consumption decrease of 25% for aluminum
related activities, we reduced 2001 aluminum production at Albras by 46,000 tons
to 333,000 tons from the previously planned 379,000 tons. Despite this mandatory
temporary reduction, we continue to pursue our long-term plan to expand our
aluminum operations. In January 2002, Albras began operating at full production
capacity, which has increased to 406,000 tons following the completion of the
Albras plant expansion project. For information on the risk associated with the
Brazilian government's energy rationing program, see "Risk Factors -- Risks
relating to Brazil -- The Brazilian government's energy rationing program could
be adversely affect us."
     Valesul
     Valesul started its operations in 1982 and operates a plant located in the
state of Rio de Janeiro. Valesul produces primary aluminum and aluminum alloys
in the form of ingots, slabs, bars and billets. Valesul's aluminum is sold
primarily in the domestic Brazilian market on a spot basis. Valesul had net
revenues of US$103 million and a net income of US$15 million in the first nine
months of 2001, and net revenues of US$148 million and net income of US$21
million in 2000.
     The table below sets forth information regarding Valesul's primary aluminum
production, third party scrap recycled by Valesul and our recent tolling
acquisitions from Valesul.



                                                          FOR THE                  FOR THE
                                                         YEAR ENDED           NINE MONTHS ENDED
                                                        DECEMBER 31,            SEPTEMBER 30,
                                                   ----------------------     ------------------
ALUMINUM                                           1998     1999     2000     2000         2001
--------                                           ----     ----     ----     -----        -----
                                                                (THOUSANDS OF TONS)
                                                                            
Valesul production...............................  93.6     91.7     93.8     68.5         61.2
Third party scrap recycled.......................  15.4     20.1     19.5     14.4         15.3
Our acquisitions from Valesul....................  59.8     50.7       --       --           --


     At the end of 1999, Aluvale and Billiton, Valesul's shareholders, decided
to terminate the tolling agreement in force since 1987. Consequently, since
January 1, 2000, Valesul independently purchases its raw material requirements
and operates as a company in its own right.
     Electricity.  Valesul currently obtains approximately 20% of its electrical
energy requirements from four of our hydroelectric power plants located in the
state of Minas Gerais and the remainder from a third party power company at
market rates. The Brazilian federal power system uses a two-tiered (peak and
off-peak) rate structure, with electricity during peak hours costing
considerably more than off-peak electricity. Valesul has invested substantial
amounts to reduce its electricity cost during peak hours. If its initiatives are
successful, Valesul could realize substantial cost savings in producing
aluminum. To address Valesul's need for reliable electrical power sources, we
have built a ten megawatt hydroelectric power plant at Rio Preto in the state of
Minas Gerais, which began operations in October 1997. Valesul is also a
participant in another power plant, known as Machadinho, that will be
operational in 2002 and will ensure a self-sufficient power supply in peak
hours.
     Due to the energy shortage and the Brazilian government's energy rationing
program which required an energy consumption decrease of 25% for aluminum
related activities, we reduced 2001 aluminum production at Valesul by 13,000
tons to 80,000 tons from the previously planned 93,000 tons. Valesul decreased
the production of ingots, a commodity traded on the London Metal Exchange.
Valesul did not alter the production of higher value added products, such as
alloys and billets, that are sold under contracts with customers. Despite this
mandatory temporary reduction, we continue to pursue our long-

                                        95


term plan to expand our aluminum operations. For information on the risks
associated with the Brazilian government's energy rationing program, see "Risk
Factors -- Risks Relating to Brazil -- The Brazilian government's energy
rationing program could adversely affect us."
     Competition in the Aluminum Business
     Competition in the bauxite export market is based primarily on two key
factors: quality of bauxite and reliability of purchasers. We believe that MRN
remains competitive in this market because of:
     - the high quality of Brazilian bauxite, and
     - our aluminum production system which ensures internal use of our bauxite
       production.
     Quality, price and reliability of supply drive competition in the alumina
market. We believe that Alunorte is competitive in the alumina market because
of:
     - its proximity to MRN's bauxite mines,
     - its newly developed refinery facilities,
     - its efficient port facilities, and
     - the on-going support of its owners in committing to purchase a
       substantial portion of its annual production.
     Aluminum is a commodity and competition is based primarily on the economics
of transportation and the costs of production. We believe that Albras is
competitive in the aluminum market because of:
     - its relatively efficient and accessible port facilities, and
     - its generally prevailing lower costs of production.
Pulp and Paper Division
We conduct our pulp and paper business as follows:

                            [CVRD PAPER FLOW CHART]
     In the first half of 2001, we sold our 32% ownership interest in Bahia Sul
Celulose S.A., known as Bahia Sul, to our joint venture partner Companhia Suzano
de Papel e Celulose, or Suzano, for approximately US$320 million. Under the
terms of the acquisition agreement, Suzano agreed to guarantee Bahia Sul's debt
of US$116 million. Of this amount, US$70 million is guaranteed directly by
Suzano and US$46 million is guaranteed by us. Suzano has agreed to indemnify us
in case we must perform under the guarantee.

                                        96


     On September 14, 2001, we concluded the sale of our 51.5% stake in Celulose
Nipo-Brasileira S.A., known as Cenibra, to the Japanese consortium which held
the other 48.5% stake in Cenibra, for US$670.5 million.
     Our remaining interests in the pulp and paper industry currently consist of
our Celmar S.A. joint venture with Japanese partners, and our forestry
subsidiary, Florestas Rio Doce S.A. We continue to explore the divestiture of
these businesses in order to concentrate on our core mining, logistics and
energy businesses.
Steel Business
     We conduct our steel business as follows:

                            [CVRD STEEL FLOW CHART]
     In line with our strategy to consolidate and focus on mining, logistics and
energy, on December 31, 2000 we reached an agreement to unwind our cross
holdings with CSN, which we completed in March 2001. Additionally, in December
2000 we exchanged our 2.28% interest in Aco Minas Gerais S.A., or Acominas, a
privately held steel company for US$10 million worth of preferred shares of
Gerdau S.A., a publicly listed steel holding company, which shares we intend to
sell in the future. We might cease owning shares in Usiminas in the future, in
which case, our steel investments will be in CST, Siderar, and one steelmaker in
the United States, CSI. CSI is the principal purchaser of slabs from CST, with
whom we have an exclusive supply contract for iron ore and pellets. In addition,
our participation in CSI gives us access to and experience dealing with the U.S.
market, where we currently have a very small market share. For these reasons, we
intend to hold our investment in CSI.
     The following table sets forth information on our continuing interests in
makers of steel products.



                                                                  2000 NET
INVESTMENT                     LOCATION      2000 PRODUCTION      REVENUES           PRINCIPAL PRODUCTS
----------                   -------------   ---------------   ---------------   --------------------------
                                              (MILLIONS OF     (IN MILLIONS OF
                                                TONS)(1)           US$)(2)
                                                                     
CSI........................  United States         1.8                721        Hot-rolled steel; cold-
                                                                                 rolled steel; galvanized
                                                                                 steel; steel tubes
CST(3).....................  Brazil                4.9              1,008        Steel slabs
Usiminas...................  Brazil                4.5              1,224        Hot-rolled steel; cold-
                                                                                 rolled steel; heavy steel
                                                                                 plates; electro galvanized
                                                                                 steel
Siderar....................  Argentina             2.3                928        Hot-rolled steel; cold-
                                                                                 rolled steel; galvanized
                                                                                 steel; tin plates


                                        97


(1) Production in million of tons of crude steel for all steelmakers except CSI,
    and in millions of tons of finished products for CSI.
(2) Represents amounts translated from local financial statements and converted
    into U.S. dollars (where applicable) at prevailing year-end exchange rates.
(3) We are party to a shareholders' agreement which permits us to participate in
    a control group.
     The market value of our investments in CST, Usiminas, and Siderar, all of
which have publicly traded equity, was US$135 million at September 30, 2001. The
aggregate net book value of our investments in steel producing companies was
US$563 million at September 30, 2001. We earned US$27 million in dividends from
these investments in 2000, and US$26 million in the first nine months of 2001.
FERTILIZERS
     We conduct our fertilizer business primarily through our stake in
Fertilizantes Fosfatados S.A., or Fosfertil, a company that produces and sells
nitrate and phosphate based fertilizers. Our total and voting interest in
Fosfertil is 11.0%. Our main partner in Fosfertil is Fertifos-Administracao e
Participacoes S.A.
E-BUSINESS
     In 2000, we acquired an ownership interest in Quadrem International Holding
Ltd., which operates a global procurement website (an "e-procurement portal")
for the mining and metallurgical industries. Quadrem was launched in the last
quarter of 2001.
     The table below sets forth information regarding share ownership by each
company owning more than 5% of the shares in Quadrem:



                                                              SHARES    PERCENT OF
NAME                                                           OWNED     COMPANY
----                                                          -------   ----------
                                                                  
Alcan Finances (Bda) Ltd. ..................................  118,782      9%
Anglo American Luxembourg S.A. .............................  118,782       9
BHP Holdings (Resources) Inc. ..............................  118,782       9
Itabira Rio Doce Company Ltd. ..............................  118,782       9
Rio Tinto Overseas Holdings Limited.........................  118,782       9
Alcoa International Holdings Company........................   79,188       6
Codelco International Limited...............................   79,188       6
Compagnie Generale de Participation Industrielle et
  Financiere................................................   79,188       6
Phelps Dodge Corporation....................................   79,188       6
WMC Resources International Pty Ltd. Corp. .................   79,188       6


     Each of the remaining eleven companies that participate in Quadrem holds 3%
or less of the total shares.
     We have committed to provide US$9 million in funding for Quadrem. All of
our partners have also committed to provide funds in proportional amounts
relative to their share in Quadrem.
     In September 2000, we incorporated Valepontocom S.A., a vehicle for
development of and participation in e-business. With an initial investment of
US$50 million to be made up to the end of 2001, Valepontocom plans to
participate in portals, both vertical (industry-specific) and horizontal (goods
and services common to all industries), in order to provide negotiation and
delivery services to customers using our transportation assets and those of
third-parties.
     In February 2001, Valepontocom launched Solostrata (www.solostrata.com.br),
a portal that provides a virtual marketplace in which farmers may buy and sell
their products. Solostrata seeks to facilitate input and product transactions as
well as logistics services. Presently, Solostrata is 100% owned by

                                        98


Valepontocom, but, in the future, it may have additional shareholders. In 2001,
we invested US$4.9 million in this new venture.
     In April 2001, Valepontocom launched Multistrata. Multistrata was designed
to create an electronic marketplace for logistics services, particularly
railroads, in the Mercosur region. Multistrata operates a website
(www.multistrata.com.br) which provides a link between providers of logistics
services and their clients, and also provides consulting services relating to
logistics. The Multistrata website also provides daily news on the logistics
business. During its initial phase, Multistrata will be dealing with the
following sectors: agriculture, mining, chemical, steel, cement, pulp and paper
and containers logistics. In later stages, it intends to render services to the
beverage, food, pharmaceutical and electronics sectors. In Brazil, the Internet
industry is not subject to any specific regulation.
     At September 30, 2001, we had invested US$23 million in our e-business
ventures. All e-business related projects are still in the implementation phase
and have not generated any revenue to date. Due to the evolving and uncertain
nature of e-commerce, we are unable to predict if and when these operations will
be profitable.
REGULATORY MATTERS
     Under the Brazilian Constitution, all mineral resources in Brazil belong to
the Brazilian government. The Brazilian Constitution requires that mining
companies incorporate in accordance with Brazilian law.
     The Brazilian Constitution and Mining Code impose on mining companies
various regulatory restrictions relating to, among other things:
     - the manner in which mineral deposits are exploited,
     - the health and safety of workers,
     - the protection and restoration of the environment,
     - the prevention of pollution, and
     - the promotion of local communities where mines are located.
     Mining companies in Brazil can only prospect and mine for mineral resources
pursuant to prospecting authorizations or mining concessions granted by the
National Mineral Production Department, Departamento Nacional de Producao
Mineral, or DNPM, an agency of the Ministry of Mines and Energy of the Brazilian
government. DNPM grants prospecting authorizations to a requesting party for an
initial period of three years. These authorizations are renewable at DNPM's
discretion for another period of one to three years, provided that the
requesting party is able to show that the renewal is necessary for proper
conclusion of prospecting activities. On-site prospecting activities must start
within 60 days of official publication of the issuance of a prospecting
authorization. Upon completion of prospecting activities and geological
exploration at the site, the grantee must submit a final report to DNPM. If the
geological exploration reveals the existence of a mineral deposit that is
economically exploitable, the grantee will have one year (which DNPM may extend)
from approval of the report by DNPM to apply for a mining concession or to
transfer its right to apply for a mining concession to a third party. When a
mining concession is granted, the holder of the concession must begin on-site
mining activities within six months. DNPM grants mining concessions for an
indeterminate period of time lasting until the exhaustion of the mineral
deposit. Extracted minerals that are specified in the concession belong to the
holder of the concession. With the prior approval of DNPM, the holder of a
mining concession can transfer it to a third party that is qualified to own
concessions. In some cases, mining concessions are challenged by third parties.
     The Brazilian government taxes mining companies on the basis of minerals
extracted. It also imposes other financial obligations. For example, mining
companies must compensate both private property owners for damage and loss of
income caused by use and occupation of land and state or municipal governments
where the mine is located. In the case of mining on private lands, mining
companies must share

                                        99


production with landowners. A substantial majority of our mines and mining
concessions are on lands owned by us or on public lands for which we hold mining
concessions.
ENVIRONMENTAL MATTERS
     Federal, state and municipal legislation contain provisions for the control
and protection of the environment in Brazil. These laws oversee the reclamation
and restoration of mined areas, the control of atmospheric emissions, the
treatment of industrial effluents, as well as the use, handling and final
disposal of hazardous materials. It is possible that current environmental
regulations will become more strict in the future. The strengthening of these
laws may lead to greater costs for environmental compliance.
     In order to conduct our mining and industrial activities, we must prepare
environmental impact assessments and submit them to authorities who oversee the
granting of environmental permits. We are committed to complying with all legal
requirements and to achieving the best relationship with the interested parties,
especially the communities located near its operational activities. The
implementation of the environmental management system in all of our
installations and operations provides a systematic approach for the improvement
of the legal compliance and the environmental performance of our activities.
PATENTS AND TRADEMARKS
     We hold a significant number of patents, registered with the U.S. Patent
and Trademark Office, and with the Brazilian Instituto Nacional de Propriedade
Industrial, or INPI, governmental agencies responsible for the granting and
registration of patent and trademarks rights in the United States and in Brazil,
respectively. The majority of our patents relate to proprietary ore dressing
processes. One of our most successful patents relates to a concentration process
for lower grade iron ore, generally known as itabirite, which is widely used by
other iron ore mining companies around the world. We are currently conducting
technological research to permit commercial exploitation of our deposits of hard
itabirites.
     We have registered the "CVRD" trademark and our proprietary logo with the
INPI related to the following categories:
     - minerals in general,
     - geology, prospecting, topography, photogrammetry, oceanography and land
       survey services,
     - processing, treatment and dressing services in general,
     - cargo transport services,
     - ancillary services to transportation and warehousing, and
     - research and analysis services of material for industrial purposes.
     We renew our trademark registrations with the INPI every ten years.
INSURANCE
     We carry insurance covering various types of risks, such as general
liability, liability of officers and directors, automotive vehicles, fire,
operational risks, operational risks of marine terminals and transportation of
precious minerals, as well as group life insurance policy, insuring our
employees. The policies are currently in full force and the related premiums
were duly paid. We believe that our insurance coverage is adequate for the scope
of our operations.

                                       100


EMPLOYEES
     The table below sets forth the number of our employees by category at the
dates indicated.



                                                              AT DECEMBER 31,   AT SEPTEMBER 30,
                                                              ---------------   ----------------
                                                               1999     2000          2001
                                                              ------   ------   ----------------
                                                                       
Mining (other than gold)....................................   5,231    5,853         7,132
Transportation..............................................   3,862    2,177         4,030
Gold........................................................     587      555           528
Other operational(1)........................................     553    2,241           645
Administrative..............................................     510      616         1,069
                                                              ------   ------        ------
     Total..................................................  10,743   11,442        13,404
                                                              ======   ======        ======


---------------

(1) Does not include pelletizing, aluminum, or pulp and paper joint venture
    employees.
     We establish our annual wage and benefits programs in July of each year
following negotiations with our unions. In July 2001, our final proposals to our
unions included a 6% salary increase, additions to the list of available
medications, provisions for college materials for employees and annual bonus
amounts. The provisions of our collective bargaining agreements with our unions
also apply to our non-union employees. We have not suffered any material
economic loss as a result of labor strikes or stoppages.
     Since 1973 we have sponsored a defined benefit pension plan, known as the
old plan, covering substantially all employees, with benefits based on years of
service, salary and social security benefits. This plan is administered by
VALIA, and is funded by monthly contributions we and our employees make,
calculated based on periodic actuarial appraisals.
     In May 2000, we implemented a new pension plan, which is primarily a
defined contribution plan with a benefit feature relative to service prior to
May 2000, known as the new plan, and offered our active employees opportunity to
transfer to the new plan. Over 98% of our active employees opted to transfer to
the new plan. The old plan will continue in existence, covering almost
exclusively retired participants and their beneficiaries. In the first nine
months of 2001 and 2000, we contributed approximately US$17 million and US$37
million, respectively, to VALIA to fund the new plan and the old plan. In
addition, on March 9, 2001 we transferred our 10.3% interest in shares of
Companhia Siderurgica Nacional to the new plan, as a special contribution valued
at US$249 million, equivalent to the value of such shares (determined based on
their weighted average price in the last thirty trading sessions on the Sao
Paulo Stock Exchange during the period ended on March 9, 2001). We also provide
scholarships and apprenticeships at our corporate vocational centers. We believe
our relations with our union employees and other employees are good.
     Our employees have an equity stake in our business. On May 20, 1997, in
connection with our ongoing privatization, the Brazilian government completed
the sale of 11,120,919 common shares and 8,744,308 preferred shares to
Investvale, an association of our current and retired employees and certain
affiliates, at per share prices representing substantial discounts to prevailing
market prices.
LEGAL PROCEEDINGS
     We and our subsidiaries are defendants in numerous legal actions in the
normal course of business, including civil, administrative, tax, social security
and labor proceedings. We have set aside or deposited in court amounts to cover
estimated contingency losses due to adverse legal judgments. Based on the advice
of our legal counsel, we believe that the provision made against contingent
losses is sufficient to cover probable losses in connection with such actions.
     Conselho Administrativo de Defesa Economica, known as CADE, the Brazilian
antitrust regulator, has been conducting inquiries into our principal lines of
business to determine whether undue concentration exists in our respective
industries. One of such inquiries that CADE made was in the context of our

                                       101


privatization and involved our railroad system. In November 2001, CADE issued a
favorable opinion regarding this matter, on condition that we periodically
provide certain financial information to CADE and to the Ministry of
Transportation.
     Numerous lawsuits challenging the legality of our privatization are
pending, including a number of class-action lawsuits. None of these lawsuits has
blocked the implementation of the privatization to date. We do not believe that,
individually or in the aggregate, these actions will adversely affect the course
of the privatization process or otherwise have a material adverse effect on us.
     We are currently a defendant in two separate actions brought by the
municipal government of Itabira, state of Minas Gerais. It alleges that our
Itabira iron ore mining operations have caused environmental and social damages.
In one action, the municipal government of Itabira is asking for land recovery
and restoration of degraded land, a remedy that could involve substantial
expenditures. In the other action, the municipal government is claiming the
right to be reimbursed for expenses it has incurred in connection with public
services rendered as a consequence of our mining activities. We are vigorously
defending the pending actions. We believe they are without merit.
     We have been subpoenaed as a defendant in a public civil action seeking to
annul the concession agreement through which we and certain other defendants
operate the Praia Mole port terminal. The case is in its initial stages and we
believe that the claim is without merit.

                                       102


                                   MANAGEMENT

EXECUTIVE OFFICERS

     The executive officers are our legal representatives and are responsible
for our internal organization and day-to-day operations and the implementation
of the general policies and guidelines set forth by the board of directors. Our
by-laws provide for a minimum of three and a maximum of six executive officers.
The board of directors appoints executive officers for three-year terms and may
remove them at any time. According to the Brazilian Corporation Law and to our
by-laws, executive officers must be Brazilian residents. The executive officers
hold regularly scheduled meetings on a weekly basis and hold additional meetings
when called by any executive officer.

     We are in the process of revising our corporate governance model in order
to, among other things, improve the efficiency of our decision-making process.
We are also defining metrics of value creation, which will improve the
transparency in our communications with our investors. On April 7, 1999, the
general meeting approved an amendment to our by-laws to alter the structure of
the executive officers' board. As a result, we now have one chief executive
officer and up to five executive officers, each responsible for business areas
that the board of directors assigns to them. On October 24, 2001, the board of
directors approved a new management structure with the following areas:

     - Ferrous Minerals,

     - Non Ferrous,

     - Holdings and Business Development (including energy),

     - Logistics,

     - Finance,

     - Planning and Control and Investor Relations, and

     - Human Resources and Corporate Services.

     The table below lists our current executive officers.



                                           YEAR OF
NAME                                     APPOINTMENT                 POSITION                 AGE
---------------------------------------  -----------   ------------------------------------   ---
                                                                                     
Roger Agnelli..........................     2001       Chief Executive Officer                41
Armando de Oliveira Santos Neto........     2001       Executive Officer (Ferrous Minerals)   51
Antonio Miguel Marques.................     2001       Executive Officer (Holdings and        44
                                                       Business Development and
                                                       Non-Ferrous)
Guilherme Rodolfo Laager...............     2001       Executive Officer (Logistics)          44
Gabriel Stoliar........................     2001       Executive Officer (Planning and        46
                                                       Control, Finance and Investor
                                                       Relations)
Carla Grasso...........................     2001       Executive Officer (Human Resources     39
                                                       and Corporate Services)


     We have summarized below the experience, areas of expertise, and principal
outside business interests of our current executive officers.

          Roger Agnelli.  Since July 2001, Mr. Agnelli has been our chief
     executive officer. He served as chairman of our board of directors from
     April 2000 to July 2001. He also served as a member of the board of
     directors of VBC Energia S.A., Companhia Paulista de Forca e Luz, Companhia
     Siderurgica Nacional (CSN), Brasmotor S.A., Globo Cabo S.A. and Latas de
     Aluminio S.A. He also served as the chief executive officer of Bradespar
     S.A. from March 2000 to July 2001. Mr. Agnelli worked for 22 years with
     Banco Bradesco S.A., where he started his career as an investment analyst
     and served

                                       103


     as Executive Director from 1992 to 2000. Mr. Agnelli has a degree in
     Economics from Fundacao Alvares Penteado.

          Armando de Oliveira Santos Neto.  Mr. Santos was appointed as an
     executive officer of our ferrous minerals area in October 2001. Since 1970,
     Mr. Santos has held many different positions within the CVRD Group,
     including trainee at the railway division, assistant to the chief executive
     officer and marketing manager at Rio Doce America, Inc., or RDA, sales
     manager of the Far East area, coordinator for planning and sales promotion,
     general manager and director of Rio Doce International S.A., or RDI,
     general sales manager and executive officer of the iron ore division, as
     well as commercial officer and executive officer of RDA. Mr. Santos has a
     degree in civil engineering from the Universidade Federal do Espirito Santo
     (UFES).

          Antonio Miguel Marques.  Mr. Marques was appointed as an executive
     officer of our holdings, business development and non-ferrous minerals area
     in October 2001. Prior to that, Mr. Marques has held various positions at
     Caraiba Metais S.A. Industria e Comercio, DuPont do Brasil S.A., Billinton
     Metais S.A., Paranapanema Group and Votorantim Group. Mr. Marques has a
     degree in engineering from the Universidade Federal de Ouro Preto. He
     received his post-graduate degree in Mineral Treatment at the Universidade
     Federal de Minas Gerais (UFMG) and obtained an MBA from COPPEAD, at
     Universidade Federal do Rio de Janeiro (UFRJ).

          Guilherme Rodolfo Laager.  Mr. Laager was appointed as an executive
     officer of our logistics area in September 2001. Mr. Laager served as
     logistics, supplying and technological information director for AMBEV,
     Companhia de Bebidas das Americas from 1989 until August 2000. Mr. Laager
     has a degree in civil engineering from the Universidade Federal do Rio de
     Janeiro (UFRJ) and obtained an MBA in business administration from COPPEAD,
     also at UFRJ.

          Gabriel Stoliar.  Since April 14, 1999, Mr. Stoliar has served as our
     chief financial officer and as our chief accounting officer. In September
     1997, he was appointed as an executive officer of the corporate center and
     investor relations area. In 1994, he was appointed director of BNDESPAR. In
     1991, Mr. Stoliar assumed the position of superintendent of the operational
     division responsible for the areas of mining, metallurgy, chemicals,
     petrochemicals, pulp and paper. He was hired by BNDESPAR in 1988 as manager
     of operations in the area of capital, electronic and consumer goods. In
     1982, he was promoted to manager of BNDES for the project area of
     FINSOCIAL. In 1978, he was hired by BNDES as an analyst in the area of
     pulp, paper and petrochemicals. Mr. Stoliar began his career as a business
     organization consultant at the Institute of Economic and Management
     Development of the Federation of Industries of Rio de Janeiro. Mr. Stoliar
     obtained an engineering degree from Universidade Federal do Rio de Janeiro,
     a post graduate degree in production engineering and an MBA from
     PDG/EXEC-SDE in Rio de Janeiro.

          Carla Grasso.  Mrs. Grasso was appointed as an executive officer of
     human resources and corporate services area in October 2001. Prior to
     joining us, Mrs. Grasso served as an economic assistant to the President of
     Brazil. She has also been deputy coordinator of fiscal policy at the
     Ministry of the Economy and has held a variety of positions at the Ministry
     of Social Security. In 1997, she was appointed as an executive officer of
     Fundacao Vale de Rio Doce de Habitacao e Desenvolvimento Social (FVRD).
     Mrs. Grasso has both a degree in Economics and a master in Economics from
     Universidade de Brasilia (UNB).

BOARD OF DIRECTORS

     The conselho de administracao, the board of directors, is our
decision-making body responsible for determining general guidelines and policies
for our business, our wholly-owned subsidiaries and controlled companies, and
for formulating and expressing our policies. The board of directors is
responsible for supervising the executive officers. It also monitors the
executive officers' implementation of the general guidelines and policies. The
board of directors holds regularly scheduled meetings on a monthly basis and
holds additional meetings when called by its chairman, vice-chairman or any two
directors. Decisions of the board of directors require a quorum of a majority of
the directors and are taken by majority vote.
                                       104


     Under the Brazilian Corporation Law, the board of directors must have at
least three members. Each director and his or her respective alternate are
elected at a general shareholders' meeting and are subject to removal at any
time. Our by-laws state that the board of directors must consist of nine
members. Clube de Investimentos dos Empregados da Vale, or Investvale, an
association of our current and retired employees, has the right to appoint one
member of the board of directors and an alternate. According to our by-laws,
members of the board of directors must be Brazilian residents who are both
shareholders of CVRD and have managerial experience. Members of the board of
directors are elected for three-year terms and can be re-elected. Each alternate
director serves on behalf of a specific board member. In the absence of the
director for whom an alternate director is acting, that alternate director may
attend and vote at meetings of the board of directors.

     Four of our current directors and three of our current alternate directors
were appointed to their positions directly by Valepar, our principal
shareholder, pursuant to Valepar's shareholders' agreement. These appointments
were approved at the general shareholders' meeting held in April 2001. For a
description of Valepar's Shareholders' agreement, see "Major and Selling
Shareholders -- Major Shareholders -- Principal Shareholder."

     The table below lists the current members of the board of directors.



                                                         YEAR OF
                        NAME                           APPOINTMENT         POSITION          AGE
-----------------------------------------------------  -----------   ---------------------   ---
                                                                                    
Luiz Tarquinio Sardinha Ferro(1).....................     1999       Chairman of the
                                                                     Board................   39
Joao Moises de Oliveira(1)...........................     2001       Board Member.........   55
Erik Persson(1)......................................     2001       Board Member.........   47
Jose Marques de Lima(1)..............................     2000       Board Member.........   42
Octavio Lopes Castello Branco Neto...................     2001       Board Member.........   43
Romeu do Nascimento Teixeira.........................     2001       Board Member.........   68
Renato da Cruz Gomes.................................     2001       Board Member.........   48
Fabio de Oliveira Barbosa............................     2000       Board Member.........   39
Francisco Valadares Povoa(2).........................     1997       Board Member.........   51


---------------

(1) Appointed by Valepar.

(2) Appointed by Investvale.

     The table below lists the alternate members of the board of directors. One
additional alternate director is to be appointed by Valepar.



                                                         YEAR OF
                        NAME                           APPOINTMENT         POSITION          AGE
-----------------------------------------------------  -----------   ---------------------   ---
                                                                                    
Jose Ricardo do Carmo(1).............................     2000       Board Member.........   47
Ricardo Carvalho Giambroni(1)........................     2001       Board Member.........   44
Octavio Mauro Muniz Freire Alves(1)..................     2001       Board Member.........   40
Eleazar de Carvalho Filho............................     2001       Board Member.........   43
Antonio Joao Martins Torres..........................     2001       Board Member.........   51
Romulo de Mello Dias.................................     2001       Board Member.........   39
Renato Augusto Zagallo Villela dos Santos............     2001       Board Member.........   45
Otto de Souza Marques Junior(2)......................     1997       Board Member.........   53


---------------

(1) Appointed by Valepar.

(2) Appointed by Investvale.

                                       105


     We have summarized below the business experience, areas of expertise, and
principal outside business interests of our current directors:

          Luiz Tarquinio Sardinha Ferro.  Mr. Ferro was appointed chairman of
     our board of directors in July 2001. From May 1999 to July 2001, he served
     as vice-chairman of our board of directors. From 1996 to 1998, he was
     President of PREVI -- Caixa de Previdencia dos Funcionarios do Banco do
     Brasil and executive superintendent of the financial department of Banco do
     Brasil S.A. In 1995, he was appointed general coordinator of the public
     accounts management unit, at the Secretariat of the National Treasury. From
     1994 to 1995, he participated in an international management program of
     Banco do Brasil. From 1992 to 1994, Mr. Ferro worked at the Secretariat of
     the National Treasury.

          Joao Moises de Oliveira.  Mr. Oliveira has served as a member of our
     board of directors since 2001. Mr. Oliveira has worked at Banco Bradesco
     S.A. since 1962. He also served as a director at BRADESPAR S.A., and has
     held a variety of positions with several companies in which Banco Bradesco
     S.A. has a direct or indirect ownership interest.

          Erik Persson.  Mr. Persson has served as a member of our board of
     directors since April 25, 2001. Since June 2000, he has been working as a
     planning director of PREVI. He has been at PREVI since 1977.

          Jose Marques de Lima.  Mr. Lima has served as a member of our board of
     directors since April 2000. In June 1999, he was appointed as an executive
     officer of PREVI. From 1984 to 1998, he worked for Banco do Brasil S.A.
     holding a variety of positions, including team work coordinator and
     executive manager of the investor relations department, manager of the
     market and shareholders division and manager of the financial analysis
     department.

          Octavio Lopes Castello Branco Neto.  Mr. Castello Branco was appointed
     as a member of our board of directors in April 2001. He is also a managing
     director of BNDES. In 1995, he joined J.P. Morgan as head of the investment
     banking group in Brazil. From 1990 to 1995, Mr. Castello Branco worked at
     Caemi as the chief financial officer and member of the executive committee.
     Mr. Castello Branco started his career at JP Morgan's Sao Paulo Office in
     1983 and has developed an extensive experience in mergers and acquisitions,
     having managed projects across a number of sectors since the inception of
     J.P. Morgan's mergers and acquisitions group in Brazil.

          Romeu do Nascimento Teixeira.  Mr. Teixeira has served as a member of
     our board of directors since April 2001. Mr. Teixeira was also appointed as
     an executive officer of IESA, Internacional de Engenharia S.A., from 1986
     to 1993. Since 1960, he has held many different positions within the CVRD
     Group. From 1958 to 1960 he worked as an engineer at DNER, Departamento
     Nacional de Estradas de Rodagem.

          Renato da Cruz Gomes.  Mr. Gomes joined our board of directors in
     April 2001. In 2000, he was appointed as an executive officer of Bradespar
     S.A. From 1976 through 2000, Mr. Gomes held a variety of positions within
     BNDES and participated on the boards of directors of many companies, namely
     Elebra Eletronica, Light, Aracruz, Iochpe, Bahia Sul and Latasa. He is also
     a member of the consulting board of Factor Sinergia, a securities
     investment fund, and the investments committee of Bradesco Templeton Value
     and Liquidity Fund.

          Fabio de Oliveira Barbosa.  Mr. Barbosa has served as a member of our
     board of directors since April 2000. Prior to joining us, Mr. Barbosa
     served as an assistant secretary at the National Treasury Ministry and
     became secretary in July 1999. From 1992 to 1995, he served as an executive
     director at the World Bank. From 1990 to 1992, he was Deputy Coordinator of
     Fiscal Policy in the Ministry of the Economy, and, from 1989 to 1990, he
     was coordinator for economic analysis at SEPLAN-PR. From 1988 to 1989, he
     served as assistant to the chief planning minister to the President of
     Brazil. Prior to that time, Mr. Barbosa held a variety of positions at the
     Ministry of Industry and Commerce, the Parana State Development Institute,
     the Ministry of Labor and the Institute for Applied Economic Research.

                                       106


          Francisco Valadares Povoa.  Mr. Povoa has served as a member of our
     board of directors since May 1997. He also sits on the board of Valepar,
     Valepontocom, Rio Doce Manganese Europe, or RDME, Salobo Metais, CSI and
     Nova Era Silicon, or NES. Until March 2001, he was also a member of the
     board of directors of CSN and was previously an alternate member of the
     board of CSN. Mr. Povoa joined us as a mining engineer in 1972 and has held
     a variety of positions within the CVRD Group.

AUDIT COMMITTEE

     Under the Brazilian Corporation Law, we may appoint the conselho fiscal,an
audit committee, as a corporate body independent of our management and external
auditors. The primary responsibility of the audit committee is to review
management's activities and the financial statements, and report its findings to
the shareholders. We amended our by-laws on June 18, 1997 in order to provide
for the establishment of a five-member permanent audit committee. On April 25,
2001, the shareholders appointed the current members and their respective
alternates. Holders of preferred shares and the golden share together may elect
one member of the audit committee and the respective alternate. Non-controlling
holders of common shares comprising at least 10% of the common shares
outstanding may also elect one member of the audit committee and the respective
alternate. The terms of the members of the audit committee expire at the next
general shareholders' meeting following their election.

     The table below lists the current members of the audit committee.



                                                                 YEAR OF
NAME                                                           APPOINTMENT
----                                                           -----------
                                                            
Luis Carlos Angelotti.......................................      2001
Ronaldo Camillo.............................................      2000
Marcos Fabio Coutinho.......................................      1999
Eliseu Martins..............................................      1997
Claudia Torres Teixeira.....................................      2000


     The table below lists the alternate members of the audit committee.



                                                                 YEAR OF
NAME                                                           APPOINTMENT
----                                                           -----------
                                                            
Antonio Jose da Barbara.....................................      2001
Vicente Barcelos............................................      2001
Eduardo Coutinho Guerra.....................................      2001
Mercia Maria Nascimento Pimentel............................      2001
Luiz Otavio Nunes West......................................      1998


COMPENSATION

     According to our by-laws, our shareholders are responsible for establishing
the aggregate compensation we pay to the members of our board of directors and
our executive officers. Our shareholders determine this aggregate compensation
at the general shareholders' meeting each year. In order to establish aggregate
director and officer compensation, we believe that our shareholders usually take
into account various factors which range from age, experience and skills of our
directors and officers to the recent performance of our operations. Once
aggregate compensation is established, the members of our board of directors are
then responsible for distributing such aggregate compensation individually in
compliance with our by-laws. Our board of directors does not have a compensation
committee.

                                       107


     In 2001 and in 2000, we paid approximately R$5.0, and R$4.5 million,
respectively, in aggregate (including benefits in kind granted) to the members
of our board of directors and to the executive officers for services in all
capacities.

     In 2001 and in 2000, the monthly amount we paid to the members of the audit
committee was the higher of (1) R$4,200 or (2) the equivalent of 10% of the
amount paid to a director, excluding benefits. In addition, the members of the
audit committee receive refunds for expenses they incur in connection with
transportation and accommodation, whenever such expenses are necessary for the
performance of their functions. In 2000 and 2001, none of our board members and
executive officers had any financial or other interests in transactions
involving us which was not in the ordinary course of business.

                                       108


                         MAJOR AND SELLING SHAREHOLDERS

MAJOR SHAREHOLDERS

     The table below sets forth information regarding share ownership before and
after this offering, by each person who we know to be the owner of more than 5%
of any class of our outstanding capital stock, and by all directors and
executive officers as a group.



                                                   BEFORE THIS OFFERING       AFTER THIS OFFERING(1)
                                                 -------------------------   -------------------------
                                                                PERCENT OF                  PERCENT OF
                                                 SHARES OWNED     CLASS      SHARES OWNED     CLASS
                                                 ------------   ----------   ------------   ----------
                                                                                
COMMON SHARES
Valepar S.A.(2)................................  105,443,070       42.2%     105,443,070       42.2%
Federative Republic of Brazil (National
  Treasury)....................................   39,393,919       15.8%              --         --
BNDES..........................................   39,394,922       15.8%           1,003         --
BNDESPAR.......................................   11,672,271        4.7%      11,672,271        4.7%
Litel Participacoes S.A........................   25,272,641       10.1%      25,272,641       10.1%
Directors and executive officers, as a group...           17         --               17         --
GOLDEN SHARE
Federative Republic of Brazil..................            1      100.0%               1      100.0%


---------------

(1) Assumes full exercise of the underwriters' overallotment option.

(2) Certain shareholders of Valepar are legally required to transfer their CVRD
    common shares to Valepar. After this transfer, Valepar will hold 52.2% of
    our common shares.

                                       109


     The table below sets forth information regarding Valepar share ownership
and Litel Participacoes S.A. share ownership. These amounts will not change by
virtue of this offering.



                                                                              PERCENT OF
                                                                             TOTAL SHARES
                                                              SHARES OWNED      OWNED
                                                              ------------   ------------
                                                                       
VALEPAR
  Litel Participacoes S.A...................................   43,985,949           42%
  Babie(1)..................................................   15,019,621           14
  Eletron(2)................................................   21,875,000           21
  Sweet River Investments Ltd.(3)...........................   12,187,500           11
  BNDESPAR..................................................   11,250,000           11
  Investvale(4).............................................    1,125,000            1
                                                              -----------       ------
     Total..................................................  105,443,070          100%
                                                              ===========       ======
LITEL(5)(6)
  BB Carteira Ativa O.......................................  129,528,472        52.41%
  BB Carteira Ativa I.......................................   64,211,703        25.98
  BB Carteira Ativa II......................................   53,388,022        21.60
  Previ.....................................................          217       0.0001
  Funcef....................................................          219       0.0001
  Petros....................................................          219       0.0001
  Cesp......................................................          219       0.0001
  Icatu.....................................................            1           --
  Directors and Executive Officers, as a group..............            3           --
                                                              -----------       ------
     Total..................................................  247,129,075       100.00%
                                                              ===========       ======


(1) Babie is a holding company owned by Bradesplan and Bradespar, which are
    affiliated with Banco Bradesco S.A., a Brazilian financial services company.

(2) Eletron is a company 86% of which is owned by Bradespar and approximately
    14% of which is owned by Opportunity Amafi Participacoes S.A.

(3) Sweet River Investments Ltd. is an investment vehicle affiliated with Bank
    of America.

(4) Investvale is an investment club owned by our employees.

(5) Each of BB Carteira Ativa 0, BB Carteira Ativa I and BB Carteira Ativa II is
    a Brazilian investment fund. BB Carteira Ativa 0 and BB Carteira Ativa I are
    100% owned by Previ. BB Carteira Ativa II is 59.36% owned by Funcef, 38.8%
    owned by Petros and 4.84% owned by Cesp.

(6) Each of Previ, Petros, Funcef and Fundacao CESP is a Brazilian pension fund.

(7) Icatu is a financial institution.

  The Privatization

     In June 1995, the Brazilian government announced its intention to sell its
common and preferred share ownership interests in us as part of the ongoing
Brazilian privatization program. After a period of considerable governmental,
judicial and public attention and debate, the Brazilian government started our
privatization in May 1997.

     In the first step of the privatization process, on May 6, 1997, the
Federative Republic of Brazil and BNDES sold 99,999,203 common shares,
representing approximately 40.0% of the outstanding common shares, for
approximately US$3 billion to Valepar, a special-purpose company formed to hold
a controlling interest in our outstanding voting capital. The initial principal
investors in Valepar were a subsidiary of

                                       110


CSN, a Brazilian steelmaker, various Brazilian pension funds, an affiliate of
Bank of America, a U.S. bank, and certain foreign investment funds.

     In the second step of the privatization process, on May 20, 1997, the
Federative Republic of Brazil and BNDES sold 11,120,919 common shares,
representing approximately 4.5% of the outstanding common shares, and 8,744,308
preferred shares, representing approximately 6.3% of the outstanding preferred
shares, in an offering restricted to our current and retired employees.
Substantially all of the shares sold in this step of the privatization were
purchased through Investvale, an association of our current and retired
employees. Employees were also granted the option, exercisable through
Investvale, to obtain an interest in the controlling block held by Valepar by
exchanging their common shares for equity in Valepar. The shares offered to
employees were sold at substantial discounts to prevailing market prices. Common
shares exchanged for equity in Valepar were sold at R$11.09 per share,
representing a 58.4% discount from the then-current market price. Common shares
not exchanged for equity in Valepar were sold at R$8.88 per share (representing
a 66.7% discount from the then-current market price). Preferred shares were sold
at R$8.88 per share (representing a 63.2% discount from the then-current market
price). Investvale subsequently contributed 1,125,000 common shares to Valepar,
in exchange for a 0.9% equity interest in Valepar. These discounts gave rise to
a US$318 million extraordinary charge in 1997.

     In the third step of the privatization process, the Federative Republic of
Brazil and BNDES are each selling 34,255,582 shares (and an additional 5,138,337
shares each if the underwriters' overallotment option is exercised in full), in
the form of common shares or American depositary shares, which together
represent 27.4% of our outstanding common stock (31.5% if the underwriters'
overallotment option is exercised in full). Following this offering, BNDESPAR, a
wholly-owned subsidiary of BNDES, will own 11,672,271 common shares,
representing approximately 4.7% of our outstanding common shares. In addition,
assuming the exercise in full of the underwriters' overallotment option, the
Federative Republic of Brazil will only continue to own a golden share in us,
which gives it veto powers over certain actions that we could propose to take,
and BNDES will own 1,003 of our common shares. For a detailed description of the
veto powers granted to the Federative Republic of Brazil by virtue of its
ownership of the golden share, see "Description of "Capital Stock -- General."

  Shareholder Debentures

     At the time of the first step of our privatization in 1997, we issued
debentures to our then-existing shareholders, including the Brazilian
government. The terms of the debentures, which are described below, were set to
ensure that our pre-privatization shareholders, including the Brazilian
government, would participate alongside us in potential future financial
benefits that we are able to derive from exploiting our mineral resources.

     In preparation for the issuance of the debentures, we issued preferred
class B shares on a one-for-one basis to all holders of our common shares and
preferred class A shares. We then exchanged all of the preferred class B shares
for the debentures. The debentures are not redeemable or convertible, and do not
trade on a stapled basis or otherwise with our common or preferred shares.
Currently, the debentures cannot be traded. Holders will be able to trade the
debentures only after a three-month period that will commence upon completion of
this offering, which will constitute the third step of our privatization. We
will be required to register the debentures with the CVM in order to permit
trading at that time.

     Under Central Bank regulations, pre-privatization shareholders that held
their shares through our American depositary receipt program were not permitted
to receive the debentures or any financial benefits relating to the debentures.
We sought approval from the Central Bank to distribute the debentures to the
holders of American depositary receipts, but the Central Bank rejected our
request. We intend to renew our request to the Central Bank, but we cannot
assure you that we will succeed. If the Central Bank does not approve our
request, the depositary will not be able to distribute the debentures to the
holders of American depositary receipts and will not be able to sell the
debentures. Therefore, unless the Central Bank approves our request, the
debentures will not have any value for holders of American depositary receipts.

                                       111


     Under the terms of the debentures, holders will have the right to receive
semi annual payments equal to an agreed percentage of our net revenues (revenues
less value added tax) from certain identified mineral resources that we owned at
May 1997, to the extent that we exceed defined threshold production volumes of
these resources, and from the sale of mineral rights that we owned at May 1997.
Our obligation to make payments to the holders will cease when the relevant
mineral resources are exhausted. Based on current production levels, we would
begin making payments related to copper in approximately 2004, payments related
to iron ore resources in approximately 2012, and payments related to other
mineral resources in later years.

     The table below summarizes the amounts we will be required to pay under the
debentures based on the net revenues we earn from the identified mineral
resources and the sale of mineral rights.



                    AREA                          MINERAL            REQUIRED PAYMENTS BY CVRD
---------------------------------------------  --------------   ------------------------------------
                                                          
Southern System..............................  Iron ore         1.8% of net revenue, after total
                                                                production from May 1997 exceeds 1.7
                                                                billion tons
Northern System..............................  Iron ore         1.8% of net revenue, after total
                                                                production from May 1997 exceeds 1.2
                                                                billion tons
Pojuca, Andorinhas, Liberdade and Sossego....  Gold and         2.5% of net revenue from the
                                               Copper           beginning of commercial production
Igarape Bahia and Alemao.....................  Gold and         2.5% of net revenue, after total
                                               Copper           production from the beginning of
                                                                commercial production exceeds 70
                                                                tons of gold
Fazenda Brasileiro...........................  Gold             2.5% of net revenue after total
                                                                production from the beginning of
                                                                commercial production exceeds 26
                                                                tons
Other areas, excluding Carajas/Serra Leste...  Gold             2.5% of net revenue
Other areas owned at May 1997................  Other minerals   1% of net revenue, 4 years after the
                                                                beginning of commercial production
All areas....................................  Sale of          1% of the sales price
                                               mineral rights
                                               owned at May
                                               1997


  Principal Shareholder

     Through the Brazilian government's privatization program, the by-laws of
Valepar restrict concentration of ownership of Valepar shares by particular
types of investors for a period of five years through May 9, 2002. The by-laws
of Valepar state that no single investor or group of affiliated investors may
hold more than 45% of Valepar's outstanding capital stock. In addition, joint
shareholdings in Valepar by any group of iron ore producers or any group of
steel producers and iron ore trading companies combined, may not exceed 45% of
Valepar's outstanding capital stock. Finally, shareholdings in Valepar by
individual large iron ore producers, steel producers or iron ore trading
companies may not exceed 10% of Valepar's outstanding capital stock.

     The shareholders of Valepar have entered into a shareholders' agreement,
ending in 2017. This agreement:

     - gives rights of first refusal on any transfer of Valepar shares and
       preemptive rights on any new issue of Valepar shares,

     - prohibits encumbrances on Valepar shares (other than in connection with
       financing our acquisition),

     - requires each party generally to retain control of its special purpose
       company holding its interest in shares of Valepar,

                                       112


     - allocates Valepar's and our board seats, and

     - establishes super-majority voting requirements for certain matters
       relating to Valepar or to us.

     BNDESPAR has a golden share in Valepar giving it a veto right over:

     - any change in Valepar's corporate purpose,

     - the liquidation of Valepar,

     - a change in ownership of Valepar's shares if such change would increase
       concentration of the ownership of Valepar over specified limits by
       participants in the iron ore, steel or iron ore trading businesses, and

     - any transfer of Valepar's shares to anyone until May 2002 if the transfer
       would result in such person owning more than 45% of Valepar's shares.

     Another agreement among Valepar's shareholders, ending in 2002, contains
similar restrictions on transfers.

  Continuing Relationship with the Federative Republic of Brazil and BNDES

     From time to time, in the ordinary course of our business, we enter into
transactions with other entities which the Federative Republic of Brazil owns or
controls. The most significant of these transactions is with Eletronorte, a
state-owned company. Pursuant to a contract between Albras and Eletronorte,
Albras is able to purchase electricity at favorable rates. We are currently
seeking to renegotiate this contract, which expires in May 2004. For more
information on our Eletronorte contract, see "Business -- Our Lines of
Business -- Holdings -- Aluminum Business." No other entity controlled by the
Federative Republic of Brazil, by itself or in the aggregate, accounted for a
significant percentage of our consolidated revenues or purchases in 2000.

     We have also entered into a Mineral Risk Contract with BNDES relating to
prospecting authorizations for mining regions where drilling and exploration are
still in their early stages. This contract provides for the joint development of
certain unexplored mineral deposits in the Carajas region, which is part of the
Northern System. BNDES is also our partner in Project 118, Alemao and
Cristalino, which are joint ventures through which we conduct our copper mining
exploration and development. For more information on these joint ventures see
"Business -- Our Lines of Business -- Current Copper Prospects -- Exploration."

     As a result of the transfer of our voting control to Valepar, we are no
longer subject to various regulatory requirements and operating restrictions
applicable to Brazilian governmental entities. However, in connection with our
privatization, the Federative Republic of Brazil retained special rights with
respect to our and Valepar's future decisions and caused us to enter into
certain agreements which may restrict our activities and results of operations
in the future. We discuss these restrictions below.

  Golden Share

     The Federative Republic of Brazil holds one preferred golden share, which
confers upon its holder veto rights over certain changes, including:

     - our name,

     - the headquarters of our head office,

     - our corporate purpose as regards the working of mineral deposits, and

     - our continued operation of integrated iron ore mining systems.

     For a more detailed description of the golden share, see "Description of
Capital Stock -- General."

                                       113


     Since the privatization, the Federative Republic of Brazil has not
exercised its veto rights and, consequently, has refrained from interfering in
our decision-making process.

SELLING SHAREHOLDERS

     All of the American depositary shares and common shares being offered in
this offering are being sold by the Federative Republic of Brazil and by BNDES,
Brazil's national bank for economic and social development, which is wholly
owned by the Federative Republic of Brazil.

     BNDES is selling 34,255,582 shares (and an additional 5,138,337 shares if
the underwriters' overallotment option is exercised in full). The Federative
Republic of Brazil is selling 34,255,582 shares (and an additional 5,138,337
shares if the underwriters' overallotment option is exercised in full) through
BNDES which manages the Programa Nacional de Desestatizacao.

     BNDES is the main vehicle for the execution of the Brazilian government's
investment policy, providing support, either directly or indirectly, to
programs, projects, works and services related to the economic and social
development of Brazil. BNDES is the primary domestic source of long-term
financing in the Brazilian economy, with special emphasis on private sector
investment projects and public sector infrastructure projects. The legal
domicile of BNDES is located at Av. Republica do Chile No. 100, 20139-900, Rio
de Janeiro, State of Rio de Janeiro, Brazil.

     Following this offering BNDESPAR, a wholly-owned subsidiary of BNDES, will
own approximately 4.7% of our outstanding common shares. For information
regarding our share ownership, see "-- Major Shareholders."

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                           RELATED PARTY TRANSACTIONS

     At September 30, 2001, we had extended guarantees for borrowings obtained
by affiliates and joint ventures in the amount of US$843 million, of which
US$645 million is denominated in U.S. dollars and the remaining US$198 million
is denominated in Brazilian reais.

     For information regarding investments in affiliated companies and joint
ventures and for information regarding transactions with major related parties,
see notes 10 and 17 to our consolidated financial statements.

     BNDES, in its role as an economic development bank, is involved with us as
a lender, partner and/or co-investor in a number of projects, and will probably
continue to do so in the future.

     Current activities of BNDES related to us include:

     - investments in a number of our joint ventures,

     - entering into mineral risk contracts with us, and

     - providing financing for our expansion.

     Further, one of our directors is also a managing director of BNDES, one of
our executive officers was a director of an affiliate of BNDES. BNDESPAR, an
affiliate of BNDES, also owns a significant interest in our largest shareholder,
Valepar.

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                          DESCRIPTION OF CAPITAL STOCK

     Set forth below is certain information concerning our authorized and issued
capital stock and a brief summary of certain significant provisions of our
by-laws and the Brazilian Corporation Law. This description does not purport to
be complete and is qualified by reference to our by-laws (an English translation
of which has been filed with the Commission) and to the Brazilian Corporation
Law.

GENERAL

     Our by-laws authorize the issuance of up to 300 million common shares and
up to 600 million preferred class A shares or preferred class B shares, in each
case based solely on the approval of the board of directors without any
additional shareholder approval. There are currently no preferred class B shares
outstanding. Under the Brazilian Corporation Law, the number of preferred
non-voting or restricted voting shares outstanding, such as the preferred
shares, may not exceed two-thirds of the total number of outstanding shares.

     Each common share entitles the holder thereof to one vote at meetings of
our shareholders. Holders of common shares are not entitled to any preference
relating to our dividends or other distributions or any preference upon our
liquidation.

     Holders of preferred class A shares are generally entitled to the same
voting rights as holders of common shares, except with respect to the election
of members of the board of directors, and are entitled to a minimum annual
non-cumulative preferential dividend of 6% of their pro rata share of our
paid-in capital prior to any distribution to holders of common shares or to
holders of preferred class B shares, if any. Holders of preferred class A shares
and the golden share may also elect one member of the permanent audit committee
and an alternate. Non-controlling holders of common shares comprising at least
10% of the common shares outstanding may also elect one member of the audit
committee and an alternate. The preferred class A shares are not entitled to any
preference in the case of our liquidation.

     The golden share is a preferred share. It is required to be held by the
Federative Republic of Brazil. The holder of the golden share is entitled to the
same rights (including with respect to voting, dividend preference and
liquidation preference) as holders of preferred class A shares. In addition, the
holder of the golden share is entitled to veto any of our proposed action
relating to the following matters:

     - a change in our name,

     - a change in the location of our head office,

     - a change in our corporate purpose as regards the working of mineral
       deposits,

     - any liquidation of our company,

     - any disposal or winding up of activities of any one or more of the
       following stages of the integrated systems of our iron ore mining:

      (i) mineral deposits, ore deposits, mines,

      (ii) railways,

      (iii) ports and marine terminals,

     - any change in the by-laws relating to the rights accorded to the classes
       of capital stock issued by us, and

     - any change in the by-laws relating to the rights accorded the golden
       share.

CALCULATION OF DISTRIBUTABLE AMOUNT

     At each general shareholders' meeting, the board of directors is required
to recommend how to allocate our earnings for the preceding fiscal year. For
purposes of the Brazilian Corporation Law, a company's net income after income
taxes and social contribution taxes for such fiscal year, net of any
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accumulated losses from prior fiscal years and amounts allocated to employees'
and management's participation in earnings represents its "net profits" for such
fiscal year. In accordance with the Brazilian Corporation Law, an amount equal
to our "net profits," as further reduced by amounts allocated to the legal
reserve, to the contingency reserve or the unrealized income reserve established
by us in compliance with applicable law (as hereinafter discussed) and increased
by reversions of reserves constituted in prior years, will be available for
distribution to shareholders in any particular year. Such amount, the adjusted
net profits, is herein referred to as the distributable amount. We may also
establish discretionary reserves, reserves for investment projects and fiscal
investment reserves, as discussed below.

     Legal Reserve.  Under the Brazilian Corporation Law, we are required to
maintain a legal reserve to which we must allocate 5% of our "net profits" for
each fiscal year until the amount of the reserve equals 20% of our paid-in
capital. Net losses, if any, may be charged against the legal reserve.

     Discretionary Reserves.  Under the Brazilian Corporation Law, a company may
also provide for discretionary allocations of "net profits" to the extent set
forth in its by-laws. Our by-laws provide for one discretionary depletion
reserve which may be taken into account in calculating the distributable amount
for any fiscal year. We currently maintain a fiscal incentive depletion reserve
established in respect of certain mining operations. Appropriations to the
fiscal incentive depletion reserve are deductible for tax purposes. The
discretionary depletion reserve has not been used since 1996, when the related
fiscal incentive expired. For more details, see note 13 to the consolidated
financial statements. There are no limits on the size or amount of proceeds that
may be retained by our board in the discretionary depletion reserve.

     Contingency Reserve.  Under the Brazilian Corporation Law, a portion of our
"net profits" may also be discretionally allocated to a "contingency reserve"
for an anticipated loss that is deemed probable in future years. Any amount so
allocated in a prior year must be either reversed in the fiscal year in which
the loss was anticipated if such loss does not in fact occur or charged off in
the event that the anticipated loss occurs.

     Reserve for Investment Projects.  Under the Brazilian Corporation Law, we
may allocate a portion of our "net profits" for discretionary appropriations for
plant expansion and other capital investment projects, the amount of which is
based on a capital budget previously presented by management and approved by
shareholders. After completion of the relevant capital projects, we may retain
the appropriation until shareholders vote to transfer all or a portion of the
reserve to capital or retained earnings.

     Unrealized Income Reserve.  Under the Brazilian Corporation Law, if the
amount of "unrealized income" for any particular year exceeds the sum allocated
to the legal reserve, the discretionary reserves, the contingency reserve and
the reserve for investment projects in such year, such excess may be allocated
to an "unrealized income reserve." "Unrealized income" in any particular year
represents the sum of price-level restatement of certain balance sheet accounts
in such year in which the system of price-level restatement was applicable (up
to December 31, 1995), the share of equity earnings of subsidiary and associated
companies in such year and profits from installment sales to be received after
the end of the next succeeding fiscal year.

     Fiscal Incentive Investment Reserve.  Under the Brazilian tax laws, a
portion of "net profits" may also be allocated to a general "fiscal incentive
investment reserve" in amounts corresponding to reductions in our income tax
generated by credits for particular government-approved investments.

     The Brazilian Corporation Law provides that all discretionary allocations
of "net profits," including discretionary reserves, the contingency reserve, the
unrealized income reserve and the reserve for investment projects, are subject
to approval by the shareholders voting at the annual meeting and can be
transferred to capital or used for the payment of dividends in subsequent years.
The fiscal incentive investment reserve and legal reserve are also subject to
approval by the shareholders voting at the annual meeting and may be transferred
to capital but are not available for the payment of dividends in subsequent
years.

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     Our calculation of "net profits" and allocations to reserves for any fiscal
year are determined on the basis of financial statements prepared in accordance
with the Brazilian Corporation Law. Our consolidated financial statements have
been prepared in accordance with U.S. GAAP and, although our allocations to
reserves and dividends will be reflected in these financial statements,
investors will not be able to calculate such allocations or required dividend
amounts from our consolidated financial statements.

  MANDATORY DIVIDEND

     Our by-laws prescribe that we must distribute to our shareholders in the
form of dividends or interest on shareholders' equity an annual amount equal to
not less than 25% of the distributable amount, referred to as the mandatory
dividend, unless the board of directors advises our shareholders at the general
shareholders' meeting that payment of the mandatory dividend for the preceding
year is inadvisable in light of our financial condition. The audit committee
must review any such determination and report it to the shareholders and the
CVM. In addition to the mandatory dividend, our board of directors may recommend
to the shareholders payment of dividends from other funds legally available
therefor. Any payment of interim dividends will be netted against the amount of
the mandatory dividend for that fiscal year. The shareholders must also approve
the recommendation of the board of directors with respect to any required
distribution. The mandatory dividend is subject to the size of the legal
reserve, the contingency reserve, and the unrealized income reserve. The
mandatory dividend is not subject to the size of the discretionary depletion
reserve. For a description of the allocation of our earnings, see
"-- Calculation of Distributable Amount." To date, our board of directors has
never determined that payment of the mandatory dividend was inadvisable.

     Since our privatization in 1997, and following a recommendation from
Valepar, our principal shareholder, we have distributed a dividend equal to at
least 50% of the amount of profits available for distribution with respect to
each fiscal year.

DIVIDEND PREFERENCE OF PREFERRED SHARES

     Subject to the calculation of the mandatory dividend for any particular
year, pursuant to our by-laws, holders of preferred class A shares and the
golden share are entitled to a minimum annual non-cumulative preferential
dividend equal to 6% of their pro rata share of our paid-in capital ahead of
dividends to holders of preferred class B shares and common shares. In addition,
any future holders of our authorized but unissued preferred class B shares will
be entitled to a minimum annual non-cumulative preferential dividend equal to 6%
of their pro rata share of our paid-in capital ahead of dividends to holders of
common shares. To the extent that dividends are declared by us in any particular
year in amounts which exceed the preferential dividends on preferred shares, and
after holders of common shares have received distributions equivalent, on a per
share basis, to the preferential dividends on preferred shares, holders of
common shares and preferred shares shall receive the same additional dividend
amount per share. Since the first step of our privatization in 1997, we have had
sufficient distributable amounts to be able to distribute equal amounts to both
common and preferred shareholders.

OTHER MATTERS RELATING TO PREFERRED SHARES

     Our by-laws do not provide for the conversion of preferred shares into
common shares. In addition, the preferred shares do not have any preference upon
our liquidation and there are no redemption provisions associated with the
preferred shares.

PAYMENTS ON SHAREHOLDERS' EQUITY

     Pursuant to a change in Brazilian tax law effective January 1, 1996,
Brazilian companies are permitted to pay limited additional amounts to holders
of equity securities and treat such payments as an expense for Brazilian income
tax purposes. The purpose of the tax law change is to encourage the use of
equity investments as opposed to indebtedness to finance corporate activities.
In accordance with Law No. 9,249 dated December 26, 1995, our by-laws provide
for the distribution of interest on shareholders'

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equity as an alternative form of payment to shareholders. The interest rate
applied is generally limited to the Brazilian long-term interest rate, or TJLP,
for the applicable period. The amount of interest paid cannot exceed the greater
of (1) 50% of net income (before taking into account any such distribution and
deductions relating thereto and before deductions for income tax and social
contributions on net profits) for the period in respect of which the payment is
made or (2) 50% of the sum of retained earnings and profit reserves. Any payment
of interest on shareholders' equity to shareholders is subject to Brazilian
withholding tax at the rate of 15%, except for interest due the Brazilian
government which is exempt from withholding. Under our by-laws, the amount paid
to shareholders as interest on shareholders' equity (net of any withholding tax)
may be included as part of any mandatory dividend. Under the Brazilian
Corporation Law, we are obligated to distribute to shareholders an amount
sufficient to ensure that the net amount received, after payment by us of
applicable Brazilian withholding taxes in respect of the distribution of
interest on shareholders' equity, is at least equal to the mandatory dividend.

VOTING RIGHTS

     Each common share entitles the holder thereof to one vote at meetings of
our shareholders. Holders of preferred shares are entitled to the same voting
rights as holders of common shares except that they may not vote on the election
of members of the board of directors, except in the event of dividend
arrearages, as described below. One of the members of the permanent audit
committee and his or her alternate are elected by majority vote of the holders
of preferred shares.

     The golden share entitles the holder thereof to the same voting rights as
holders of preferred shares. The golden share also confers certain other
significant voting rights in respect of particular actions, as described under
"-- General."

     The Brazilian Corporation Law provides that non-voting or restricted-voting
shares, such as the preferred shares, acquire unrestricted voting rights
beginning when a company has failed for three consecutive fiscal years (or for
any shorter period set forth in a company's constituent documents) to pay any
fixed or minimum dividend to which such shares are entitled and continuing until
payment thereof is made. Our by-laws do not set forth any such shorter period.

     Any change in the preferences or advantages of our preferred class A
shares, or the creation of a class of shares having priority over the preferred
class A shares, would require the approval of holders of a majority of the
outstanding preferred class A shares, voting as a class at a special meeting.

SHAREHOLDERS' MEETINGS

     A general shareholders' meeting convenes each year to decide all matters
relating to our corporate purposes and to pass such resolutions as they deem
necessary for our corporate protection and well-being.

     Pursuant to the Brazilian Corporation Law, shareholders voting at a
shareholders' meeting have the power, among others, to:

     - amend the by-laws;

     - elect or dismiss members of the board of directors and members of the
       audit committee at any time;

     - receive the annual reports by management and accept or reject
       management's financial statements, including the allocation of net
       profits and the distributable amount for payment of the mandatory
       dividend and allocation to the various reserve accounts;

     - authorize the issuance of debentures;

     - suspend the rights of a shareholder in default of obligations established
       by law or by the by-laws;

     - accept or reject the valuation of assets contributed by a shareholder in
       consideration for issuance of capital stock;

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     - authorize the issuance of founder's shares;

     - pass resolutions to reorganize our legal form, to merge, consolidate or
       split us, to dissolve and liquidate us, to elect and dismiss our
       liquidators and to examine their accounts; and

     - authorize management to file for bankruptcy or to request a concordata, a
       procedure involving protection from creditors similar in nature to
       reorganization under the U.S. Bankruptcy Code.

     All shareholders' meetings, including the annual shareholders' meeting are
convened by publishing, no fewer than 15 days prior to the scheduled meeting
date and no fewer than three times, a notice in the Diario Oficial do Estado do
Rio de Janeiro and in a newspaper with general circulation in the city where we
have our registered office, which is Rio de Janeiro. Our shareholders have
previously designated Jornal do Commercio for this purpose. Also, as our shares
are traded on the Sao Paulo stock exchange, we must publish a notice in the Sao
Paulo-based Diario do Comercio da Industria. Such notice must contain the agenda
for the meeting and, in the case of an amendment to our by-laws, an indication
of the subject matter. In addition, under our by-laws, the holder of the golden
share is entitled to a minimum of 15 days prior notice of any shareholders'
meeting to consider any proposed action subject to the veto rights accorded to
the golden share. For more information about the veto rights associated with the
golden share, see "-- General."

     A shareholders' meeting may be held if shareholders representing at least
one-quarter of the voting capital are present. If no such quorum is present,
notice must again be given in the same manner as described above, and a meeting
may then be convened without any specific quorum requirement, subject to the
minimum quorum and voting requirements for certain matters, as discussed below.
A shareholder without a right to vote may attend a shareholders' meeting and
take part in the discussion of matters submitted for consideration.

     Except as otherwise provided by law, resolutions of a shareholders' meeting
are passed by a simple majority vote, abstentions not being taken into account.
Under the Brazilian Corporation Law, the approval of shareholders representing
at least one-half of the issued and outstanding voting shares is required for
the types of action described below, as well as, in the case of clause (a) and
clause (b), a majority of issued and outstanding shares of the affected class:
(a) creating a new class of preferred shares or disproportionately increasing an
existing class of preferred shares relative to the other classes of shares,
other than to the extent permitted by the by-laws, which permit us to increase
the number of preferred class B shares disproportionately in relation to the
number of common and preferred shares; (b) changing a priority, preference,
right, privilege or condition of redemption or amortization of any class of
preferred shares or creating any class of non-voting preferred shares that has a
priority, preference, right, condition or redemption or amortization superior to
an existing class of shares, such as the preferred shares; (c) creating
founders' shares; (d) reducing the mandatory dividend; (e) changing the
corporate purposes; (f) merging us with another company or consolidating or
splitting us; (g) dissolving or liquidating us; (h) participating in a group of
companies as defined under the Brazilian Corporation Law; and (i) canceling any
ongoing liquidation of us.

     Whenever the shares of any class of capital stock are entitled to vote,
each share is entitled to one vote.

     General shareholders' meetings must be held by April 30 of each year.
Shareholders' meetings are called, convened and presided over by the President
or by the Vice-President of our board of directors. A shareholder may be
represented at a shareholders' meeting by an attorney-in-fact appointed not more
than one year before the meeting, who must be a shareholder, a company officer
or a lawyer. For a public company, such as us, the attorney-in-fact may also be
a financial institution.

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REDEMPTION RIGHTS

     Our common shares and preferred shares are not redeemable, except that a
dissenting, or, in certain cases, a non-voting shareholder is entitled under the
Brazilian Corporation Law to obtain redemption upon a decision made at a
shareholders' meeting by shareholders representing at least 50% of the voting
shares:

          (1) to create a new class of preferred shares or to disproportionately
     increase an existing class of preferred shares relative to the other
     classes of shares (unless such actions are provided for or authorized by
     the by-laws);

          (2) to modify a preference, privilege or condition of redemption or
     amortization conferred on one or more classes of preferred shares, or to
     create a new class with greater privileges than the existing classes of
     preferred shares;

          (3) to reduce the mandatory distribution of dividends;

          (4) to change our corporate purposes;

          (5) to merge us with another company or consolidate us;

          (6) to transfer all of our shares to another company in order to make
     us a wholly-owned subsidiary of such company, an incorporacao de acoes;

          (7) to approve the acquisition of control of another company at a
     price which exceeds certain limits set forth in the Brazilian Corporation
     Law;

          (8) to approve our participation in a group of companies as defined
     under the Brazilian Corporation Law; or

          (9) in the event that the entity resulting from (a) a merger, (b) an
     incorporacao de acoes as described in clause (6) above, or (c) a spin-off
     that we conduct fails to become a listed company within 120 days of the
     shareholders' meeting at which such decision was taken.

     Only holders of shares adversely affected by the changes mentioned in items
(1) and (2) above may redeem their shares. The right of redemption mentioned in
items (5), (6) and (8) above may only be exercised if our shares do not satisfy
certain tests of liquidity at the time of the shareholder resolution. The right
of redemption lapses 30 days after publication of the minutes of the relevant
shareholders' meeting, unless, in the case of item (2) above, the resolution is
subject to confirmation by preferred shareholders (which must be made at a
special meeting to be held within one year), in which case the 30-day term is
counted from the publication of the minutes of the special meeting.

     We would be entitled to reconsider any action giving rise to redemption
rights within 10 days following the expiration of such rights if the redemption
of shares of dissenting shareholders would jeopardize our financial stability.
Law No. 9,457 dated May 5, 1997, which amended the Brazilian Corporation Law,
contains provisions which, among other provisions, restrict redemption rights in
certain cases and allow companies to redeem their shares at their economic
value, subject to certain requirements. Our by-laws currently do not provide
that our capital stock will be redeemable at its economic value and,
consequently, any redemption pursuant to the Brazilian Corporation Law would be
made at book value per share, determined on the basis of the last balance sheet
approved by the shareholders; provided that if the general shareholders' meeting
giving rise to redemption rights occurred more than 60 days after the date of
the last approved balance sheet, a shareholder would be entitled to demand that
his or her shares be valued on the basis of a new balance sheet dated within 60
days of such shareholders' meeting.

PREEMPTIVE RIGHTS

     Each of our shareholders has a general preemptive right to subscribe for
shares in any capital increase, in proportion to his or her shareholding. A
minimum period of 30 days following the publication of notice of a capital
increase is allowed for the exercise of the right and the right is negotiable.
Under our by-laws, our board of directors may decide not to extend preemptive
rights to our shareholders with

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respect to any issuance of shares, debentures convertible into shares and
warrants in the context of a public offering, subject to the limit on the number
of shares that may be issued with the approval of the board without any
additional shareholder approval. In the event of a capital increase which would
maintain or increase the proportion of capital represented by preferred shares,
holders of preferred American depositary receipts will have preemptive rights to
subscribe only to newly issued preferred shares. In the event of a capital
increase which would reduce the proportion of capital represented by preferred
shares, holders of preferred American depositary receipts will have preemptive
rights to subscribe for preferred shares, in proportion to their shareholdings,
and for common shares only to the extent necessary to prevent dilution of their
overall interest in us. Holders of American depositary shares may not be able to
exercise preemptive rights in respect of common shares.

NEW PROVISIONS IN THE BRAZILIAN CORPORATION LAW

     On October 31, 2001, Law 10,303, a legislative act modifying the Brazilian
Corporation Law, was enacted. The main goal of Law 10,303 is to broaden the
rights of minority shareholders.

     Law 10,303 could have a material impact on the shares represented by
American depositary shares because it will, as of March 1, 2002:

     - obligate our controlling shareholder to make a tender offer for our
       shares if it increases its interest in our share capital to a level that
       materially and negatively affects the liquidity of our shares, as defined
       by the CVM.

     - require any acquiror of control to make a tender offer for our common
       shares at a price equal to 80% of the per share price paid for the
       controlling block of shares.

     - authorize us to redeem minority shareholders' shares if, after a tender
       offer, our controlling shareholder increases its participation in our
       total share capital to more than 95%.

     - entitle dissenting or, in certain cases, non-voting shareholders, to
       obtain redemption upon a decision to conduct a spin-off that results in
       (a) change of our corporate purpose, (b) a reduction in the mandatory
       dividend or (c) any participation in a group of companies (as defined by
       the Brazilian Corporation Law).

     - require that preferred shares have one of the following advantages: (i)
       priority in receipt of dividends corresponding to at least 3% of the book
       value per share (after this priority condition is met, equal conditions
       apply to common shares); or (ii) dividends 10% higher than those paid for
       common shares; or (iii) tag-along right at 80% of the price paid to the
       controlling shareholder in case of a transfer of control. We will be
       required to amend our bylaws to contemplate one or more of these
       advantages. No withdrawal rights will arise from such amendment if it is
       made before December 31, 2002.

     - entitle each shareholder that is not a controlling shareholder but that
       holds

        (i) preferred shares representing at least 10% of our total share
capital or

        (ii) common shares representing at least 15% of our voting capital;

       the right to appoint one member and an alternate to our board of
       directors. If no common or preferred shareholder meets the thresholds
       described above, shareholders holding preferred or common shares
       representing at least 10% of our total share capital are entitled to
       combine their holdings to appoint one member and an alternate to our
       board of directors. Until 2005, these board members are to be chosen from
       a list of three names drawn up by the controlling shareholder. Any such
       members elected by the minority shareholders will have veto powers on the
       selection of our independent auditors.

     - require controlling shareholders and shareholders that appoint members of
       our management, board of directors or board of executive officers to file
       immediately with the CVM and the stock

                                       122


       exchanges (or the over-the-counter markets on which our securities are
       traded) a statement of any change in their shareholders.

     - require us to send copies of the documentation we submit to our
       shareholders in connection with shareholders meetings to the stock
       exchanges on which our shares are most actively traded.

     We are required to adapt our by-laws to these provisions by March 1, 2003.

FORM AND TRANSFER

     Our preferred shares and common shares are in registered form. The transfer
of such shares is made under the Brazilian Corporation Law which provides that a
transfer of shares is effected by a transfer recorded in our share transfer
records upon presentation of valid share transfer instructions to us by a
transferor or its representative. When preferred shares or common shares are
acquired or sold on a Brazilian stock exchange, the transfer is effected on our
records by a representative of a brokerage firm or the stock exchange's clearing
system. Transfers of shares by a foreign investor are made in the same way and
are executed by the investor's local agent, who is also responsible for updating
the information relating to the foreign investment furnished to the Central
Bank.

     The Sao Paulo stock exchange, known as BOVESPA, operates a central clearing
system through Companhia Brasileira de Liquidacao e Custodia, or CBLC. A holder
of our shares may participate in this system and all shares elected to be put
into the system will be deposited in custody with CBLC (through a Brazilian
institution that is duly authorized to operate by the Central Bank and maintains
a clearing account with CBLC). The fact that such shares are subject to custody
with the relevant stock exchange will be reflected in our registry of
shareholders. Each participating shareholder will, in turn, be registered in the
register of our beneficial shareholders that is maintained by CBLC and will be
treated in the same way as registered shareholders.

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                   DESCRIPTION OF AMERICAN DEPOSITARY SHARES

GENERAL

     JP Morgan Chase Bank has agreed to act as the depositary for the American
depositary shares. The depositary's offices are located at 60 Wall Street, New
York, New York 10260. American depositary shares represent ownership interests
in securities that are on deposit with the depositary. American depositary
shares are normally represented by certificates that are commonly known as
American depositary receipts. The depositary has appointed a custodian to
safekeep the securities on deposit. In this case, the custodian is Banco
Bradesco, located at Departamento de Acoes e Custodia-Cidade de Deus - Predio
Amarelo - 2-[degree symbol with hyphen under] andar-CEP 06029-900
Osasco-SP-Brazil.

     We appointed JPMorgan Chase Bank as depositary under the terms of a deposit
agreement, dated           , 2002. A copy of the deposit agreement is on file
with the Securities and Exchange Commission under cover of a registration
statement on Form F-6. You may obtain a copy of the deposit agreement from the
Securities and Exchange Commission's Public Reference Room. For instructions on
how you can obtain this information, see "Where You Can Find More Information."
Please refer to Registration Number 333-     when requesting your copy.

     We are providing you with a summary description of the material terms of
the American depositary shares and of your material rights as an owner of
American depositary shares. Your rights and obligations as an owner of American
depositary shares will be determined by reference to the terms of the deposit
agreement and not by this summary. This summary is not intended as a substitute
for the deposit agreement. We urge you to review the deposit agreement in its
entirety.

     Each American depositary share represents one of our common shares on
deposit with the custodian. An American depositary share will also represent any
other property received by the depositary or the custodian on behalf of the
owner of the American depositary share but that has not been distributed to the
owners of American depositary shares because of legal restrictions or practical
considerations.

     If you become an owner of American depositary shares, you will become a
party to the deposit agreement and therefore will be bound by its terms and to
the terms of the American depositary receipt that represents your American
depositary shares. The deposit agreement and the American depositary receipt
specify the rights and obligations of you, us and the depositary. As an American
depositary share holder you have agreed to appoint the depositary to act on your
behalf in certain circumstances. The deposit agreement and the American
depositary receipts are governed by New York law. However, our obligations to
the holders of the common shares will continue to be governed by the laws of
Brazil, which may be different from the laws in the United States.

     As an owner of American depositary shares, your American depositary shares
may be represented either by an American depositary receipt registered in your
name or through a brokerage or safekeeping account. If you decide to hold your
American depositary receipts through your brokerage or safekeeping account, you
must rely on the procedures of your broker or bank to assert your rights as an
American depositary receipts owner. Please consult with your broker or bank to
determine what those procedures are. This summary description assumes you have
opted to own the American depositary shares directly by means of an American
depositary receipt registered in your name and, as such, we will refer to you as
the "holder." When we refer to "you," we assume the reader owns American
depositary shares and will own American depositary shares at the relevant time.

DIVIDENDS AND DISTRIBUTIONS

     As a holder, you will generally have the right to receive the distributions
we make on the securities deposited with the custodian bank. Your receipt of
these distributions may be limited, however, by practical considerations and
legal limitations. You will receive distributions under the terms of the deposit
agreement in proportion to the number of American depositary shares held as of a
specified record date.

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     Distributions of Cash.  Whenever we make a cash distribution for the
securities on deposit with the custodian, we will notify the depositary. Upon
receipt of that notice the depositary will arrange for the funds to be converted
into U.S. dollars and for the distribution of the U.S. dollars to the holders,
subject to Brazilian laws and regulations.

     The conversion into U.S. dollars will take place only if practicable and if
the U.S. dollars are transferable to the United States. The depositary will
reduce the distribution of cash to holders by applicable fees, expenses, taxes
and governmental charges payable by holders under the terms of the deposit
agreement. The depositary will apply the same method for distributing the
proceeds of the sale of any property (such as undistributed rights) held by the
custodian in respect of securities on deposit.

     Distributions of Shares.  Whenever we make a distribution consisting of a
dividend and a free distribution of common shares on securities on deposit with
the custodian, we will notify the depositary and deposit the applicable number
of common shares with the custodian. Upon receipt of notice of such deposit, the
depositary will either distribute to holders new American depositary shares
representing the aggregate common shares deposited or modify the American
depositary share to common share ratio, in which case each American depositary
share you already hold will represent rights and interests in the additional
common shares deposited. Only whole new American depositary shares will be
distributed. Fractional entitlements will be sold and the proceeds of the sale
will be distributed to holders as in the case of a cash distribution described
above.

     The distribution of new American depositary shares or the modification of
the American depositary share-to-share ratio upon a distribution of common
shares will be reduced by applicable fees, expenses, taxes and governmental
charges payable by holders under the terms of the deposit agreement. In order to
pay the taxes or governmental charges, the depositary may sell all or a portion
of the new common shares so distributed.

     No distribution of new American depositary shares as described above will
be made if it would violate the U.S. securities laws, or any other law, or if it
is not operationally practicable. If the depositary does not distribute new
American depositary shares as described above, it will endeavor to sell the
common shares received and will distribute the proceeds of the sale as in the
case of a distribution of cash.

     Distribution of Rights.  If we distribute rights to subscribe for
additional common shares, we will notify the depositary and we may assist the
depositary in determining whether it is lawful and reasonably practicable to
make these additional rights available to holders.

     The depositary will establish procedures for the distribution of rights to
purchase additional American depositary shares to holders and to enable holders
to exercise rights when lawful and reasonably practicable. You may have to pay
fees, expenses, taxes and other governmental charges to subscribe for the new
American depositary shares upon the exercise of your rights. The depositary is
not obligated to make available to holders of rights a method to exercise rights
to subscribe to common shares directly rather than American depositary shares.

     The depositary will not distribute rights to you if:

     - we do not timely request that the rights be distributed to you or we
       request that the rights not be distributed to you;

     - we fail to deliver satisfactory documents to the depositary; or

     - it is not reasonably practicable to distribute the rights.

     The depositary will sell rights that are not exercised or distributed if
the sale is lawful and reasonably practicable. The proceeds of the sale will be
distributed to holders as in the case of a cash distribution described above. If
the depositary is unable to sell the rights, it will allow the rights to lapse.

     Other Distributions.  If we distribute property other than cash, common
shares or rights to purchase additional common shares, we will notify the
depositary in advance and will indicate whether we wish the

                                       125


distribution to be made to you. If so, we will assist the depositary in
determining whether the distribution to holders is lawful and reasonably
practicable.

     If it is reasonably practicable to distribute the property to you and if we
provide all of the documentation contemplated in the deposit agreement, the
depositary will distribute the property to the holders in a manner it deems
practicable.

     The distribution will be reduced by any applicable fees, expenses, taxes
and governmental charges payable by holders under the terms of the deposit
agreement. In order to pay the taxes and governmental charges, the depositary
may sell all or a portion of the property received.

     The depositary will not distribute the property to you and will sell the
property if:

     - we do not request that the property be distributed to you or if we ask
       that the property not be distributed to you;

     - we do not deliver satisfactory documents to the depositary; or

     - the depositary determines that all or a portion of the distribution to
       you is not reasonably practicable.

     The proceeds of the sale will be distributed to holders as in the case of a
cash distribution as described above.

CHANGES AFFECTING THE COMMON SHARES

     The common shares held on deposit for your American depositary shares may
be affected by changes from time to time. For example, there may be a change in
nominal or par value, a split-up, cancellation, consolidation or
reclassification of such common shares or a recapitalization, reorganization,
merger, consolidation or sale of assets.

     If a change were to occur, your American depositary shares would, to the
extent permitted by law, represent the right to receive the property received or
exchanged in respect of the common shares held on deposit. The depositary may in
those circumstances deliver new American depositary shares to you or call for
the exchange of your existing American depositary shares for new American
depositary shares. If the depositary may not lawfully distribute such property
to you, the depositary may sell the property and distribute the net proceeds to
you as in the case of a cash distribution as described above.

ISSUANCE OF AMERICAN DEPOSITARY SHARES UPON DEPOSIT OF COMMON SHARES

     The depositary may create American depositary shares on your behalf if you
or your broker deposit common shares with the custodian. The depositary will
deliver these American depositary shares to the person you indicate only after
you pay any applicable issuance fees and any charges and taxes payable for the
transfer of the common shares to the custodian. Your ability to deposit common
shares and receive American depositary shares may be limited by U.S. and
Brazilian legal considerations applicable at the time of deposit.

     The issuance of American depositary shares may be delayed until the
depositary or the custodian receives confirmation that all required approvals
have been given and that the common shares have been duly transferred to the
custodian. The depositary will only issue American depositary shares in whole
numbers.

     When you make a deposit of common shares, you will be responsible for
transferring good and valid title to the depositary. As such, you will be deemed
to represent and warrant that:

     - the common shares are duly authorized, validly issued, fully paid,
       non-assessable and legally obtained;

     - you are duly authorized to deposit the common shares.

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     If any of the representations or warranties are incorrect in any way, we
and the depositary may, at your cost and expense, take any and all actions
necessary to correct the consequences of the misrepresentations.

WITHDRAWAL OF SHARES UPON CANCELLATION OF AMERICAN DEPOSITARY SHARES

     As a holder, you will be entitled to present your American depositary
shares to the depositary, at the custodian's offices, for cancellation and
receive the corresponding number of underlying common shares. Your ability to
withdraw the common shares may be limited by U.S. and Brazilian law applicable
at the time of withdrawal. In order to withdraw the common shares represented by
your American depositary shares, you will be required to pay to the depositary
the fees for cancellation of American depositary shares and any charges and
taxes payable upon the transfer of the common shares being withdrawn. You assume
the risk of delivery of all funds and securities upon withdrawal. Once canceled,
the American depositary shares will not have any rights under the deposit
agreement.

     If you hold an American depositary receipt registered in your name, the
depositary may ask you to provide proof of identity and genuineness of any
signature and such other documents as the depositary may deem appropriate before
it will cancel your American depositary shares. The withdrawal of the common
shares represented by your American depositary shares may be delayed until the
depositary receives satisfactory evidence of compliance with all applicable laws
and regulations. The depositary will only accept American depositary shares for
cancellation that represent a whole number of securities on deposit.

     You will have the right to withdraw the securities represented by your
American depositary shares at any time unless any of these conditions exist:

     - delays that may arise out of temporary closing of transfer books of the
       common shares or American depositary shares, or temporary suspension of
       transferability of common shares are immobilized due to a shareholders'
       meeting or a payment of dividends;

     - unsatisfied obligations to pay fees, taxes and similar charges; or

     - restrictions imposed by laws or regulations applicable to American
       depositary shares or the withdrawal of securities on deposit.

     The deposit agreement may not be modified to impair your right to withdraw
the securities represented by your American depositary shares except to comply
with mandatory provisions of law.

RECORD DATES

     The depositary may, after consulting with us, if practicable, fix a record
date (which shall by as near as practicable to any corresponding date set by us)
for the determination of the holders of American depositary shares who shall be
entitled to receive any distribution on or in respect of the American depositary
shares, to give instructions for the exercise of any voting rights, to receive
any notice or to act in respect of other matters and only such holders shall be
so entitled.

VOTING RIGHTS

     As a holder, you will generally have the right under the deposit agreement
to instruct the depositary to exercise the voting rights for the common shares
represented by your American depositary shares. The voting rights of holders of
common shares are described in "Description of Capital Stock -- Voting Rights."

     At our request, the depositary will distribute to you any notice of
shareholders' meeting received from us, together with information explaining how
to instruct the depositary to exercise your voting rights on the securities
represented by American depositary shares.

     If the depositary timely receives voting instructions from a holder of
American depositary shares, it will endeavor to vote the securities represented
by the holder's American depositary shares in accordance

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with the voting instructions. If voting instructions are not timely received by
the depositary, the holder will be deemed to have given a discretionary proxy to
a person designated by us to vote your shares.

     The ability of the depositary to carry out voting instructions may be
limited by practical and legal limitations and the terms of the securities on
deposit. We cannot assure you that you will receive voting materials in time to
enable you to return voting instructions to the depositary in a timely manner.

     The depositary may fix record dates for the determination of the American
depositary receipt holders who will be entitled:

     - to receive a dividend, distribution or rights, or

     - to give instructions for the exercise of voting rights at a meeting of
       holders of ordinary shares or other deposited securities,

all subject to the provisions of the deposit agreement.

FEES AND CHARGES

     As a holder, you will be required to pay the following service fees to the
depositary:



                SERVICE FEES                                       FEES
                ------------                                       ----
                                            
Issuance of American depositary shares.......  Up to US$5.00 per 100 American depositary
                                               shares issued
Cancellation of American depositary shares...  Up to US$5.00 per 100 American depositary
                                               shares canceled
Exercise of rights to purchase additional
  American depositary shares.................  Up to US$5.00 per 100 American depositary
                                               shares issued
Distribution of cash dividends...............  No fee (so long as prohibited by NYSE)
Distribution of American depositary shares in
  connection with stock dividends or other
  free stock distributions...................  No fee (so long as prohibited by NYSE)
Distribution of cash.........................  Up to US$5.00 per 100 American depositary
                                               shares held (i.e., upon sale of rights or
                                               other entitlements)


     As a holder you will also be responsible for paying some of the fees and
expenses incurred by the depositary and certain taxes and governmental charges,
including:

     - fees and expenses as are incurred by the depositary in connection with
       compliance with exchange control regulations and other regulatory
       requirements applicable to common shares, American depositary shares and
       American depositary receipts;

     - expenses incurred in converting foreign currency into U.S. dollars;

     - cable, telex and fax transmissions and delivery expenses, as expressly
       provided for in the deposit agreement;

     - taxes and duties upon the transfer of securities (i.e., when common
       shares are deposited or withdrawn from deposit); and

     - transfer or registration fees for the registration of transfer of
       deposited securities on any applicable register in connection with the
       deposit or withdrawal of deposited securities.

     We have agreed to pay certain other charges and expenses of the depositary,
however, we will not pay or be liable for fees or related charges with respect
to shares or American depositary shares. The fees and charges you may be
required to pay may vary over time and may be changed by us and by the
depositary. You will receive prior notice of any changes in the amount you may
be required to pay.

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AMENDMENTS AND TERMINATION

     We may agree with the depositary to modify the deposit agreement at any
time without your consent. Any amendment which will increase any fees or charges
or which will otherwise materially prejudice an existing right you may have will
not become effective until 30 days after notice of the amendment is given to the
holders. We will not deem any modifications or supplements that are reasonably
necessary for the American depositary shares to be registered under the
Securities Act or to be traded solely in electronic book-entry form, and which
do not impose or increase the fees and charges you are required to pay, to be
materially prejudicial to your substantive rights. In addition, we may not be
able to provide you with prior notice of any modifications or supplements that
are required to comply with applicable provisions of law.

     You will be bound by the modifications to the deposit agreement if you
continue to hold your American depositary shares after the modifications to the
deposit agreement become effective. Except as permitted by law, the deposit
agreement cannot be amended so as to prevent you from withdrawing the common
shares represented by your American depositary shares.

     We have the right to direct the depositary to terminate the deposit
agreement. Similarly, the depositary may terminate the deposit agreement. In
either case, the depositary must give notice to the holders at least 30 days
before termination.

     For a period of six months after termination of the deposit agreement, you
will be able to request the cancellation of your American depositary shares and
the withdrawal of the common shares represented by your American depositary
shares and the delivery of all other property held by the depositary in respect
of those common shares on the same terms as prior to the termination. During
this six-month period, the depositary will continue to collect all distributions
received on the common shares on deposit but will not distribute anything to you
until you request the cancellation of your American depositary shares.

     After the expiration of the six-month period, the depositary may sell the
securities held on deposit. The depositary will hold the proceeds from the sale
and any other cash then held for the holders of American depositary receipts in
a non-interest bearing, segregated account. After making the sale, the
depositary will have no further obligations to holders under the deposit
agreement, other than to account for the net proceeds and other cash then held
for the holders of American depositary receipts still outstanding.

BOOKS OF DEPOSITARY

     The depositary will maintain American depositary share holder records at
its depositary office. You may inspect these records at its office during
regular business hours; provided, however, that the inspection will not be
carried out for the purpose of communicating with holders of American depositary
receipts in the interest of a business or object other than our business or
other than a matter related to the deposit agreement or American depositary
receipts.

     The depositary will maintain an office and facilities in New York to record
and process the issuance, cancellation, combination, split-up and transfer of
American depositary receipts. These facilities may be closed from time to time,
to the extent not prohibited by law.

LIMITATIONS ON OBLIGATIONS AND LIABILITIES

     The deposit agreement limits our obligations and the depositary's
obligations to you as follows:

     - we and the depositary are obligated to take only the actions specifically
       stated in the deposit agreement without gross negligence or bad faith;

     - the depositary will not be liable for any failure to carry out voting
       instructions, for the manner in which any vote is cast or for the effect
       of any vote, provided that the depositary acts in good faith and in
       accordance with the terms of the deposit agreement;

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     - the depositary will not be liable for any failure by it to determine that
       any distribution or action may be reasonably practicable, for the content
       of any information submitted by us for distribution to holders (or for
       any translation of a distribution), for any investment risk associated
       with an investment in the common shares, for the validity of the common
       shares or from any tax consequences that result from ownership of the
       American depositary shares, for the credit-worthiness of any third party,
       for allowing any rights to lapse under the terms of the deposit
       agreement, for the timeliness of any of our notices or for our failure to
       give notice;

     - we and the depositary will not be obligated to perform any act that is
       inconsistent with the terms of the deposit agreement;

     - we and the depositary disclaim any liability if we are prevented or
       forbidden from acting on account of any law or regulation, any provision
       of our by-laws, any provision of any securities on deposit or by reason
       of any act of God or war or other circumstances beyond our control;

     - we and the depositary disclaim any liability by reason of any exercise
       of, or failure to exercise, any discretion granted by the deposit
       agreement or in our charter or in any provisions of securities on
       deposit;

     - we and the depositary further disclaim any liability for any action or
       inaction in reliance on the advice or information received from legal
       counsel, accountants, any person presenting common shares for deposit,
       any holder of American depositary shares or authorized representatives
       thereof, or any other person believed by either of us in good faith to be
       competent to give such advice or information;

     - we and the depositary also disclaim liability for the inability by a
       holder to benefit from any distribution, offering, right or other benefit
       which is made available to holders of common shares but is not, under the
       terms of the deposit agreement, made available to you; and

     - we and the depositary may rely without any liability upon any written
       notice, request or other document believed to be genuine and to have been
       signed or presented by the proper parties.

     From time to time we may request you and other holders and beneficial
owners of American depositary shares to provide information as to:

     - the capacity in which you and other holders and beneficial owners own or
       owned American depositary shares;

     - the identity of any other persons then or previously interested in such
       American depositary shares; and

     - the nature of such interest and various other matters.

     You agree to provide any information requested by us or the depositary
pursuant to the deposit agreement. The depositary has agreed to use reasonable
efforts to comply with written instructions received from us requesting that it
forward any such requests to you and other holders and beneficial owners and to
forward to us any responses to such requests to the extent permitted by
applicable law.

PRE-RELEASE TRANSACTIONS

     The depositary may, in some circumstances, issue American depositary shares
before receiving a deposit of common shares referred to as a "pre-release
transaction." The deposit agreement limits the aggregate size of pre-release
transactions and imposes a number of conditions on these types of transactions
such as:

     - the need to receive collateral;

     - the type of collateral required;

                                       130


     - the need to receive written representations from recipients of
       pre-released American depositary shares that the recipient

          - owns the common shares that will be deposited;

          - assigns all beneficial right, title and interest in the common
            shares to the depositary;

          - holds the common shares for the account of the depositary; and

          - will deliver the common shares to the custodian as soon as
            practicable and promptly upon demand; and

     - restrictions on the percentage of American depositary shares that can be
       pre-released American depositary shares.

The depositary may retain for its own account the compensation received from the
pre-release transactions.

TAXES

     You will be responsible for taxes and other governmental charges payable on
the American depositary shares and the securities represented by the American
depositary shares. We, the depositary, and the custodian may deduct the taxes
and governmental charges payable by holders from any distribution and may sell
any and all property on deposit to pay the taxes and governmental charges
payable by holders. You will be liable for any deficiency if the sale proceeds
do not cover the taxes that are due.

     The depositary may refuse to issue American depositary shares, to deliver,
transfer, split and combine American depositary receipts or to release
securities on deposit until all taxes and charges are paid by the applicable
holder. The depositary and the custodian may take reasonable administrative
actions to obtain tax refunds and reduced tax withholding for any distributions
on your behalf. However, you may be required to provide to the depositary and to
the custodian proof of taxpayer status and residence and other information as
the depositary and the custodian may require to fulfill their legal obligations.
Under the deposit agreement, you will be required to indemnify us, the
depositary, and the custodian for any claims with respect to taxes based on any
tax benefit obtained for you.

FOREIGN CURRENCY CONVERSION

     The depositary will arrange for the conversion of all foreign currency
received into U.S. dollars if the conversion can be performed on a practicable
basis or by sale, and it will distribute the U.S. dollars in accordance with the
terms of the deposit agreement. You may have to pay any fees and expenses
incurred in converting foreign currency, such as fees and expenses incurred in
complying with currency exchange controls and other governmental requirements.

     If the conversion of foreign currency is not practical or lawful, or if any
required approvals are denied or not obtainable at a reasonable cost or within a
reasonable period, the depositary may take the following actions in its
discretion:

     - convert (or cause the custodian to convert) the foreign currency to the
       extent practical and lawful and distribute the U.S. dollars to the
       holders for whom the conversion and distribution is lawful and practical;

     - distribute the foreign currency to holders for whom the distribution is
       lawful and practical; or

     - hold the foreign currency (without liability for interest) for the
       accounts of the holders entitled to receive the foreign currency.

                                       131


                                    TAXATION

     The following summary contains a description of the principal Brazilian and
U.S. federal income tax consequences of the ownership and disposition of common
shares or American depositary shares. You should know that it does not purport
to be a comprehensive description of all the tax considerations that may be
relevant to a holder of common shares or American depositary shares.

     Although there is at present no income tax treaty between Brazil and the
United States, the tax authorities of the two countries have had discussions
that may result in such a treaty. We cannot predict whether or when such a
treaty will enter into force or how it will affect the U.S. holders, as defined
below, of common shares or American depositary receipts. Holders of common
shares or American depositary receipts should discuss with their own tax
advisors the tax consequences of the acquisition, ownership and disposition of
the common shares or American depositary shares in their particular
circumstances, including, in particular, the effect of any state, local or other
national tax laws.

BRAZILIAN TAX CONSIDERATIONS

     The following discussion of the material Brazilian tax consequences
applicable to the ownership and disposition of common shares or American
depositary shares by a non-Brazilian holder, as defined below, is the opinion of
Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados.

     This discussion only applies to a holder who is not domiciled in Brazil for
purposes of Brazilian taxation and to a holder of common shares, who has
registered his/her investment in common shares with the Central Bank as a U.S.
dollar investment (in each case, a non-Brazilian holder). It is based on the tax
laws of Brazil and regulations thereunder in effect on the date hereof, which
are subject to change (possibly with retroactive effect).

     Any change in such law may change the consequences we describe below. The
following discussion summarizes the principal tax consequences applicable under
current Brazilian law to non-Brazilian holders of common shares or American
depositary receipts; it does not specifically address all of the Brazilian tax
considerations applicable to any particular non-Brazilian holder. Therefore,
each non-Brazilian holder should consult his or her own tax advisor concerning
the Brazilian tax consequences of an investment in common shares or American
depositary shares.

     Taxation of Dividends.  Dividends, including dividends paid in kind, paid
by us (1) to the depositary in respect of the common shares underlying the
American depositary shares or (2) to a non-Brazilian holder in respect of common
shares will generally not be subject to Brazilian withholding income tax for
distribution of profits earned at January 1, 1996. Dividends paid from profits
generated before January 1, 1996 may be subject to taxation at varying rates,
except in case of stock dividends, which are not subject to withholding income
tax in Brazil unless we redeem the stock within five years from such
distribution or the non-Brazilian holder sells the stock in Brazil within such
five-year period.

     Since January 1, 1996, Brazilian corporations may attribute interest on
shareholders' equity, which they may pay in cash. They base the calculation on
shareholders' equity as stated in the statutory accounting records. The interest
rate applied may not exceed the TJLP as determined by the Brazilian Central Bank
from time to time (in 2000 the annual rate was approximately 10.75%). Also, the
amount paid may not be higher than the greater of (1) 50% of net income (after
the deduction of the provision of social contribution on net profits but before
taking into account such payment of interest and the provision of corporate
income tax) for the relevant period or (2) 50% of the sum of retained earnings
and profit reserves as of the beginning of the year in respect of which the
payment is made.

     The amount of interest attributed to shareholders is deductible for
corporate income tax and social contribution on net profit purposes. Therefore,
the benefit to us, as opposed to making a dividend payment, is a reduction in
our corporate taxes charge equivalent to 34% of such amount. Subject to certain
limitations, income tax is withheld from the shareholders on interest payments
at the rate of 15%, except if the beneficiary is located in a tax haven
jurisdiction (as described below), in which case the applicable rate is 25%.
                                       132


     Taxation of Gains.  Regarding this issue, for purposes of Brazilian
taxation, two types of non-Brazilian residents should be considered: (1)
non-Brazilian holders that are not resident or domiciled in tax haven
jurisdictions, which are registered before the Central Bank and the CVM to
invest in Brazil in accordance with Resolution 2,689 or are holders of American
depositary receipts; and (2) other non-Brazilian holders, which include any and
all non-residents in Brazil who invest in the country through any other means
and all types of investors that are located in a tax haven jurisdiction. The
investors identified in item (1) are subject to a favorable tax treatment, as
described below.

     Gains realized outside Brazil by a non-Brazilian holder on the disposition
of American depositary shares to another non-Brazilian holder are not subject to
Brazilian tax.

     The deposit of common shares in exchange for American depositary shares is
not subject to Brazilian income tax if the common shares are registered under
Resolution 2,689 and the respective holder is not located in a tax haven
jurisdiction. If the common shares are not registered or if they are registered
but the respective holder is located in a tax haven jurisdiction, the deposit of
common shares in exchange for American depositary shares may be subject to
Brazilian capital gains tax at the rate of 15%. The withdrawal of common shares
in exchange for American depositary shares is not subject to Brazilian tax. On
receipt of the underlying common shares, a non-Brazilian holder, registered
under Resolution 2,689 may register the U.S. dollar value of such shares with
the Central Bank as described below under Registered Capital.

     Non-Brazilian holders are not subject to tax in Brazil on gains realized on
sales of common shares that occur abroad to a non-Brazilian resident.
Non-Brazilian holders registered under Resolution 2,689 and not located in a tax
haven jurisdiction are subject to income tax imposed at a rate of 15% on gains
realized on sales or exchanges of common shares that occur in Brazil or with a
resident of Brazil, other than on a Brazilian stock, future or commodities
exchange. With reference to proceeds of a redemption or of a liquidating
distribution with respect to the common shares, the difference between the
amount received and the amount of foreign currency registered with the Central
Bank, translated into reais at the commercial market rate on the date of the
redemption or liquidation distribution, will be also subject to income tax at a
rate of 15%, once such transactions are treated as a sale or exchange carried
out of the Brazilian stock, future commodities exchange.

     Gains realized arising from transactions on a Brazilian stock, future or
commodities exchange, by an investor under Resolution 2,689 and not located in a
tax haven jurisdiction are exempt from income tax. At January 1, 2000, the
preferential treatment under Resolution 2,689 is no longer applicable if the
non-Brazilian holder of the American depositary shares or common shares is
resident in a tax haven jurisdiction in accordance with Law 9,959 of January 27,
2000. As a consequence, gains realized on transactions performed by such holder
of Brazilian stock, futures or commodities exchange are subject to income tax at
a rate of 20%, except if such gains are obtained on the spot market of a
Brazilian stock exchange or on variable funds, in which case the applicable rate
is 10% (to be increased to 20% at January 1, 2002).

     Therefore, non-Brazilian holders are subject to income tax imposed at a
rate of 10% (20% on and after January 1, 2002) on gains realized on sales or
exchanges in the spot market in Brazil of common shares that occur on a
Brazilian stock exchange unless such a sale is made by a non-Brazilian holder
who is not resident in a tax haven jurisdiction (1) and such sale is made within
five business days of the withdrawal of such common shares in exchange for
American depositary shares and the proceeds thereof are remitted abroad within
such five-day period, or (2) such sale is made under Resolution 2,689 by
registered non-Brazilian holders who obtain registration with the Brazilian
securities commission.

     The gain realized as a result of a transaction on a Brazilian stock
exchange is the difference between the amount in Brazilian currency realized on
the sale or exchange and the acquisition cost, without any correction for
inflation, of the shares sold. The gain realized as a result of a transaction
that does not occur on a Brazilian stock exchange will be calculated based on
the foreign currency amount registered with the Central Bank. It is possible
that the current preferential treatment for holders of American depositary
receipts and non-Brazilian holders of common shares under Resolution 2,689 will
not continue in the future.
                                       133


     Any exercise of preemptive rights relating to the common shares will not be
subject to Brazilian taxation. Any gain on the sale or assignment of preemptive
rights relating to the common shares by the depositary that occurs abroad among
non-residents will not be subject to Brazilian taxation. In case such sale or
assignment is made to a Brazilian party, any gain on the transaction will be
subject to Brazilian income taxation according to the same rules applicable to
the sale or disposition of common shares, unless such sale or assignment is
performed within Brazilian stock exchanges and by a investor under Resolution
2,689 who is not a resident in a tax haven jurisdiction, in which the gains are
exempt from income tax.

     Taxation of Foreign Exchange Transactions (IOF/Cambio). Pursuant to Decree
2,219 of May 2, 1997, the conversion into Brazilian currency of proceeds
received by a Brazilian entity from a foreign investment in the Brazilian
securities market (including those in connection with an investment in common
shares or the American depositary shares and those under Resolution 2,689) and
the conversion into foreign currency of proceeds received by a non-Brazilian
holder are subject to a tax on exchange transactions known as IOF/Cambio, which
is currently zero for the transaction under analysis. However, according to Law
8,894/94, the IOF/Cambio rate may be increased at any time to a maximum of 25%
by a decision of the Minister of Finance, but only in relation to future
exchange transactions.

     Tax on Bonds and Securities Transactions (IOF/Titulos).  Law 8,894/94
created the Tax on Bonds and Securities Transactions, the IOF/Titulos, which may
be imposed on any transactions involving bonds and securities, even if these
transactions are performed on Brazilian stock, futures or commodities exchanges.
As a general rule, the rate of this tax is currently zero, although the
executive branch may increase such rate up to 1.5% per day, but only with
respect to future transactions.

     Tax on Bank Accounts (CPMF).  As a general rule, CPMF is imposed on any
debit to bank accounts, at a current rate of 0.38%. Although CPMF is set to
expire in June 2002, the Government is discussing the possibility of converting
this tax into a permanent tax.

     Other Brazilian Taxes.  There are no Brazilian inheritance, gift or
succession taxes applicable to the ownership, transfer or disposition of common
shares or American depositary shares by a non-Brazilian holder. There are no
Brazilian stamp, issue, registration, or similar taxes or duties payable by
holders of common shares or American depositary receipts.

     Registered Capital.  The amount of an investment in common shares held by a
non-Brazilian holder who obtains registration under Resolution 2,689, or by the
depositary representing such holder, is eligible for registration with the
Central Bank; such registration (the amount so registered is referred to as
Registered Capital) allows the remittance outside Brazil of foreign currency,
converted at the commercial market rate, acquired with the proceeds of
distributions on, and amounts realized with respect to disposition of, such
common shares.

     The registered capital for each common share purchased in the form of an
American depositary shares, or purchased in Brazil, and deposited with the
depositary in exchange for an American depositary share, will be equal to its
purchase price (in U.S. dollars) to the purchaser.

     The registered capital for a common share that is withdrawn upon surrender
of an American depositary share will be the U.S. dollar equivalent of:

          (1) the average price of a common share on the Brazilian stock
     exchange on which the greatest number of such shares was sold on the day of
     withdrawal, or

          (2)  if no common shares were sold on that day, the average price on
     the Brazilian stock exchange on which the greatest number of common shares
     were sold in the fifteen trading sessions immediately preceding such
     withdrawal.

     The U.S. dollar value of the common shares is determined on the basis of
the average commercial market rates quoted by the Central Bank on such date (or,
if the average price of common shares is

                                       134


determined under clause (2) of the preceding sentence, the average of such
average quoted rates on the same fifteen dates used to determine the average
price of the common shares).

     A non-Brazilian holder of common shares may experience delays in completing
such registration which may delay remittances abroad. Such a delay may adversely
affect the amount, in U.S. dollars, received by the non-Brazilian holder.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following discussion of the material U.S. federal income tax
consequences applicable to the ownership and disposition of common shares or
American depositary shares by U.S. holders, as defined below, is the opinion of
Davis Polk & Wardwell.

     This discussion only applies to U.S. holders who hold their common shares
or American depositary shares as capital assets. This discussion does not
describe all of the tax consequences that may be relevant in light of a holder's
particular circumstances or to holders subject to special rules, such as:

     - certain financial institutions,

     - insurance companies,

     - dealers or traders in securities or foreign currencies,

     - persons holding common shares or American depositary shares as part of a
       hedge, straddle, conversion or other integrated transaction,

     - holders whose functional currency is not the U.S. dollar,

     - partnerships or other entities classified as partnerships for U.S.
       federal income tax purposes,

     - persons subject to the alternative minimum tax, or

     - persons owning, actually or constructively, 10% or more of our voting
       shares.

     This discussion is based on the Internal Revenue Code of 1986, as amended
to the date hereof, administrative pronouncements, judicial decisions and final,
temporary and proposed Treasury Regulations, changes to any of which may affect
the tax consequences described herein. Holders should consult their tax advisors
with regard to the application of the U.S. federal income tax laws to their
particular situations as well as any tax consequences arising under the laws of
any state, local or non-U.S. taxing jurisdiction.

     This discussion is also based, in part, on representations of the
depositary and the assumption that each obligation in the deposit agreement and
any related agreement will be performed in accordance with its terms.

     As used herein, the term "U.S. holder" means a beneficial owner of common
shares or American depositary shares that is for U.S. federal income tax
purposes:

     - a citizen or resident alien individual of the United States,

     - a corporation created or organized in or under the laws of the United
       States or of any political subdivision thereof, or

     - an estate or trust the income of which is subject to U.S. federal income
       taxation regardless of its source.

     The term "U.S. holder" also includes certain former citizens of the United
States.

     In general, for U.S. federal income tax purposes, holders of American
depositary receipts evidencing American depositary shares will be treated as the
beneficial owners of the common shares represented by those American depositary
shares. Deposits and withdrawals of common shares by holders in exchange for
American depositary shares will not result in the realization of gain or loss
for U.S. federal income tax purposes.

                                       135


     Taxation of Dividends.  Subject to the discussion under "-- Passive Foreign
Investment Company Rules" below, distributions paid on American depositary
shares or common shares, including distributions paid in the form of payments of
interest on capital for Brazilian tax purposes, out of our current or
accumulated earnings and profits, as determined for U.S. federal tax purposes,
before reduction for any Brazilian income tax withheld by us, will be taxable to
you as foreign source dividend income and will not be eligible for the
dividends-received deduction allowed to corporations.

     You will be required to include dividends paid in reais in income in an
amount equal to their U.S. dollar value calculated by reference to an exchange
rate in effect on the date such items are received. If you hold American
depositary shares, you will be considered to receive a dividend when the
dividend is received by the depositary.

     Subject to generally applicable limitations and restrictions, you will be
entitled to a credit against your United States federal income tax liability, or
a deduction in computing your U.S. federal taxable income, for Brazilian income
taxes withheld by us. You must satisfy minimum holding period requirements to be
eligible to claim a foreign tax credit for Brazilian taxes withheld on
dividends. The limitation on foreign taxes eligible for credit is calculated
separately for specific classes of income. For this purpose dividends paid by us
on our shares will generally constitute "passive income." The U.S. Treasury has
expressed concerns that parties to whom depositary receipts such as the American
depositary receipts are released may be taking actions that are inconsistent
with the claiming of foreign tax credits by U.S. holders of such depositary
receipts. Accordingly, the creditability of Brazilian taxes described above
could be affected by actions that may be taken by the U.S. Treasury.

     Taxation of Capital Gains.  Subject to the discussion under "-- Passive
Foreign Investment Company Rules" below, upon a sale or exchange of common
shares or American depositary shares, you will recognize a capital gain or loss
for U.S. federal income tax purposes equal to the difference, if any, between
the amount realized on the sale or exchange and your adjusted tax basis in the
common shares or American depositary shares. This gain or loss will be long-term
capital gain or loss if your holding period in the American depositary shares or
common shares exceeds one year. Any gain or loss generally will be U.S. source
gain or loss for U.S. foreign tax credit purposes. Consequently, if a Brazilian
withholding tax is imposed on the sale or disposition of common shares, and you
do not receive significant foreign source income from other sources you may not
be able to derive effective U.S. foreign tax credit benefits in respect of such
Brazilian withholding tax. You should consult your own tax advisor regarding the
application of the foreign tax credit rules to your investment in, and
disposition of, common shares.

     If a Brazilian tax is withheld on the sale or disposition of shares, your
amount realized will include the gross amount of the proceeds of such sale or
disposition before deduction of the Brazilian tax. For a discussion of this
Brazilian tax matter, see "-- Brazilian Tax Considerations -- Taxation of
Gains."

  Passive Foreign Investment Company Rules

     We do not believe that we will be considered a passive foreign investment
company for U.S. federal income tax purposes. However, it is unclear whether
certain of our income constitutes passive income for these purposes.
Furthermore, the classification as a passive foreign investment company depends
upon the composition of a company's income and assets, and the market value of
its assets from time to time. Therefore, there can be no assurance that we will
not be a passive foreign investment company in any taxable year. If we were
considered a passive foreign investment company for any taxable year during
which a U.S. holder holds common shares or American depositary shares, certain
adverse consequences could apply to the U.S. holder, including the imposition of
tax at higher rates than would otherwise apply to income derived from the common
shares or American depositary shares as well as additional tax form filing
requirements.

                                       136


  Information Reporting and Backup Withholding

     Information returns may be filed with the Internal Revenue Service in
connection with distributions on the common shares or American depositary shares
and the proceeds from their sale or other disposition. You may be subject to
United States backup withholding tax on these payments if you fail to provide
your taxpayer identification number or comply with certain certification
procedures or otherwise establish an exemption from backup withholding. The
amount of any backup withholding from a payment to you will be allowed as a
credit against your U.S. federal income tax liability and may entitle you to a
refund, provided that the required information is furnished to the Internal
Revenue Service.

                                       137


                                  UNDERWRITING

     The selling shareholders intend to offer the American depositary shares in
an underwritten offer to be made in the United States and elsewhere
internationally. Merrill Lynch, Pierce, Fenner & Smith Incorporated and ABN AMRO
Rothschild LLC are acting as representatives for each of the underwriters named
below. Subject to the terms and conditions described in a purchase agreement
among us, the selling shareholders, and the underwriters, the selling
shareholders have agreed to sell to the underwriters, and each of the
underwriters severally has agreed to purchase from the selling shareholders, the
number of American depositary shares listed opposite its name below.



                                                               NUMBER OF
                                                                AMERICAN
                                                               DEPOSITARY
                                                                 SHARES
UNDERWRITER                                                    ----------
-----------
                                                            
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
ABN AMRO Rothschild LLC.....................................
                                                               ---------
             Total..........................................
                                                               =========


     In the purchase agreement, the several underwriters have agreed, subject to
the terms and conditions set forth in that agreement, to purchase all of the
American depositary shares sold under the terms of that purchase agreement if
any of the American depositary shares sold under the terms of that agreement are
purchased. If an underwriter defaults, the purchase agreement provides that the
purchase commitments of the nondefaulting underwriters may be increased or the
purchase agreement may be terminated.

     In the purchase agreement, we and the selling shareholders have agreed to,
respectively, indemnify the underwriters against certain liabilities, including
liabilities under the Securities Act, and to contribute to payments the
underwriters may be required to make in respect of those respective liabilities.

     The underwriters are offering the American depositary shares, subject to
prior sale, when, as and if issued to and accepted by them, subject to approval
of legal matters by their counsel, including the validity of the common shares
and the American depositary shares, and other conditions contained in the
purchase agreement, such as the receipt by the underwriters of officers'
certificates and legal opinions. The underwriters reserve the right to withdraw,
cancel or modify offers to the public and to reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

     The representatives have advised us and the selling shareholders that the
underwriters propose to offer the American depositary shares to the public
initially at the public offering price listed on the cover page of this
prospectus, and to certain dealers at that price less a concession not in excess
of US$       per American depositary share. The underwriters may allow, and such
dealers may reallow, a discount not in excess of US$       per American
depositary share to certain other dealers. After the public offering, the public
offering price, concession and discount may be changed.

     The following table shows the per American depositary share and total
public offering price, underwriting discount to be paid and proceeds before
expenses to the selling shareholders. The information assumes either no exercise
or full exercise by the underwriters of their overallotment options.



                                                        PER AMERICAN
                                                      DEPOSITARY SHARE   WITHOUT OPTION   WITH OPTION
                                                      ----------------   --------------   -----------
                                                                                 
     Public offering price..........................        US$               US$             US$
     Underwriting discount..........................        US$               US$             US$
     Proceeds, before expenses, to the selling              US$
       shareholders.................................                          US$             US$


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     The following table shows the fees and estimated expenses payable in
connection with this offering:




                                                            
Securities and Exchange Commission registration fee.........   US$
New York Stock Exchange listing fee.........................
National Association of Securities Dealers, Inc. filing
  fee.......................................................
Blue Sky fees and expenses..................................
Printing and engraving expenses.............................
Legal fees and expenses.....................................
Accounting fees and expenses................................
Mining expert fees and expenses.............................
Taxes.......................................................
Miscellaneous...............................................
                                                               ----
     Total(1)...............................................   US$


     (1) Of the total expenses payable, exclusive of the underwriting discount,
         the selling shareholders have agreed to pay $     and the underwriters
         have agreed to reimburse us for some of our offering expenses.

OVERALLOTMENT OPTION

     The selling shareholders have granted an option to the representatives on
behalf of the underwriters, exercisable until 30 days after the date of this
prospectus, to purchase from the selling shareholders an additional amount of
shares (in the form of American depositary shares) up to a number not exceeding
15% of the aggregate number of shares (in the form of common shares or American
depositary shares) in the global offering, at the public offering price set
forth on the cover page of this prospectus, less the underwriting discount, to
cover overallotments, if any. The representatives may exercise this option from
time to time solely to cover overallotments, if any, made on the sale of our
American depositary shares offered hereby. If the representatives exercise this
option, each underwriter will be obligated, subject to certain conditions
contained in the purchase agreement, to purchase a number of additional American
depositary shares proportionate to that underwriter's initial amount reflected
in the above table.

INTERSYNDICATE AGREEMENT

     The underwriters and the Brazilian underwriters have entered into an
intersyndicate agreement that provides for the coordination of their activities.
Under the terms of the intersyndicate agreement, the underwriters and any dealer
to whom they sell American depositary shares will not offer to sell or sell
American depositary shares in Brazil or to persons they believe intend to resell
in Brazil, and the Brazilian underwriters and any dealer to whom they sell
common shares will not offer to sell or sell common shares outside of Brazil,
except in the case of transactions under the terms of the intersyndicate
agreement. The intersyndicate agreement also provides that Merrill Lynch,
Pierce, Fenner & Smith Incorporated may direct the transfer of American
depositary shares or common shares among the underwriters and the Brazilian
underwriters in response to market demand. The price of any American depositary
shares so transferred will be the initial public offering price, less an amount
not greater than the selling concession, as defined in the intersyndicate
agreement.

NO SALES OF SIMILAR SECURITIES

     We and the selling shareholders have agreed, with exceptions, not to sell
or transfer any shares for 120 days after the date of this prospectus without
first obtaining the written consent of Merrill Lynch,

                                       139


Pierce, Fenner & Smith Incorporated, on behalf of the underwriters.
Specifically, we and the selling shareholders have agreed not to directly or
indirectly:

     - offer, pledge, sell, or contract to sell any American depositary shares
       or common shares;

     - sell any option or contract to purchase any American depositary shares or
       common shares;

     - purchase any option or contract to sell any American depositary shares or
       common shares;

     - grant any option, right or warrant for the sale of any American
       depositary shares or common shares;

     - lend or otherwise dispose of or transfer any American depositary shares
       or common shares;

     - file a registration statement under the Securities Act relating to any of
       the foregoing; or

     - enter into any swap or other agreement or transaction that transfers, in
       whole or in part, directly or indirectly, the economic consequence of
       ownership of any American depositary shares or any common shares whether
       any such swap or transaction is to be settled by delivery of any American
       depositary shares, common shares or other securities, in cash or
       otherwise.

     This lock-up provision applies to common shares and to securities
convertible into or exchangeable or exercisable for or repayable with common
shares. It also applies to common shares and preferred shares owned now or
acquired later by the person executing the agreement or for which the person
executing the agreement later acquires the power of disposition. This
restriction does not apply only to those preferred shares of our company held by
BNDESPAR, a wholly owned subsidiary of BNDES, which may be contributed to an
investment fund intended to track the Sao Paulo Stock Exchange Index. Otherwise,
the lock-up applies to these preferred shares.

     The underwriters may, in their sole discretion, release all or any portion
of the shares subject to the lock-up agreements prior to the expiration of their
term. The underwriters may waive these restrictions at our request or upon the
request of a shareholder. In evaluating whether to grant such a request, the
underwriters may consider a number of factors with a view toward maintaining an
orderly market for, and minimizing volatility in the market price of our shares.
These factors include, among others, the number of shares involved, the then
recent trading volume and prices of the stock, the length of time before the
lock-up expires and the reasons for, and the timing of, the request.

NEW YORK STOCK EXCHANGE LISTING

     We have applied to list our American depositary shares on the New York
Stock Exchange under the symbol "RIO." In order to meet the requirements for
listing of the American depositary shares on that exchange, the underwriters
have undertaken to sell a minimum number of American depositary shares to a
minimum number of beneficial owners as required by that exchange.

     The underwriters do not expect to sell more than 5% of the common shares in
the aggregate to accounts over which they exercise discretionary authority.

PRICE STABILIZATION AND SHORT POSITIONS

     Until the distribution of the American depositary shares is completed, U.S.
Securities and Exchange Commission rules may limit the ability of the
underwriters and certain selling group members from bidding for and purchasing
our common shares, including common shares in the form of American depositary
shares. However, Merrill Lynch, Pierce, Fenner & Smith Incorporated and ABN AMRO
Rothschild LLC, as joint global coordinators, may engage in transactions that
stabilize the price of the American depositary shares, such as bids or purchases
to peg, fix or maintain that price.

     In connection with the offering, the global coordinators may make short
sales of the American depositary shares and may purchase the American depositary
shares on the open market to cover positions created by short sales. Short sales
involve the sale by the underwriters of a greater number of American depositary
shares than they are required to purchase in the offering. Covered short sales
are sales made in

                                       140


an amount not greater than the underwriters' overallotment option to purchase
additional American depositary shares in the offering. Naked short sales are
sales in excess of the overallotment option. The underwriters may close out any
covered short position by either exercising their overallotment option or
purchasing American depositary shares in the open market. In determining the
source of American depositary shares to close out the covered short position,
the underwriters will consider, among other things, the price of American
depositary shares available for purchase in the open market as compared to the
price at which they may purchase shares through the overallotment option. The
underwriters must close out any naked short position by purchasing American
depositary shares in the open market. A naked short position is more likely to
be created if the underwriters are concerned that there may be downward pressure
on the price of the American depositary shares in the open market after pricing
that could adversely affect investors who purchase in the offering. Similar to
other purchase transactions, the underwriters' purchases to cover the syndicate
short sales may have the effect of raising or maintaining the market price of
the common shares or preventing or retarding a decline in the market price of
the common shares. As a result, the price of the common shares may be higher
than the price that might otherwise exist in the open market.

     Neither we, the selling shareholders, nor any of the underwriters make any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the American
depositary shares. In addition, neither we, the selling shareholders, nor any of
the underwriters make any representation that these transactions, once
commenced, will not be discontinued without notice.

U.K. SELLING RESTRICTIONS

     Each underwriter has agreed that:

     - it has not offered or sold and will not offer or sell any American
       depositary shares to persons in the United Kingdom, except to persons
       whose ordinary activities involve them in acquiring, holding, managing or
       disposing of investments (as principal or agent) for the purposes of
       their businesses or otherwise in circumstances which do not constitute an
       offer to the public in the United Kingdom within the meaning of the
       Public Offers of Securities Regulations 1995;

     - it has complied and will comply with all applicable provisions of the
       Financial Services and Markets Act 2000 with respect to anything done by
       it in relation to the American depositary shares in, from or otherwise
       involving the United Kingdom; and

     - it has only communicated and caused to be communicated and will only
       communicate or cause to be communicated any invitation or inducement to
       engage in investment activity within the meaning of Section 21 of the
       Financial Services and Markets Act 2000 received by it in connection with
       the issue or sale of any American depositary shares in circumstances in
       which Section 21(1) of the Financial Services and Markets Act 2000 does
       not apply to us.

BRAZILIAN OFFERING

     The selling shareholders will be conducting a concurrent offering in Brazil
of        of our common shares to retail and institutional investors, pursuant
to a Brazilian underwriting agreement entered into between us, the selling
shareholders and BB Banco de Investimento S.A., Banco Merrill Lynch S.A. and NM
Rothschild and Sons (Brasil) Ltda., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated. Brazilian individual investors who, subject to certain limits of
investment, wanted to acquire our common shares directly in the Brazilian retail
offering, and certain investment vehicles made available to Brazilian individual
investors have made reservations for shares offered by the selling shareholders
and have deposited the amount of the proposed investment with the Brazilian
underwriters. The number of shares to be purchased by each individual investor
or each investment vehicle is the highest number of shares that may be purchased
with the amount deposited, and any remainder in the account representing less
than one share will be returned by the Brazilian underwriters to the depositing
investor.

                                       141


     PRIORITY IN THE ALLOCATION OF SHARES.  In the event of an over-subscription
for our shares in this offering, Brazilian individual retail investors and the
investment vehicles for individual investors will have priority with respect to
the allocation of shares to be offered by the Brazilian underwriters and the
underwriters. If Brazilian individual investors indicate an interest in all of
the shares offered by the selling shareholders, the underwriters will not be
permitted to purchase any shares in the offering. Furthermore, if all of the
shares are not purchased by Brazilian retail investors, the shares, either
directly or in the form of American depositary shares, will then be allocated to
institutional investors and the underwriters.

     RETAIL INCENTIVES.  In order to encourage investment at the retail level,
the selling shareholders are offering incentives to Brazilian individual
investors and the investment vehicles for individual investors, including:

     - preferential allocation for retail investors and the investment vehicles
       for individual investors; and

     - a discounted purchase price under certain circumstances.

     DISCOUNTED PURCHASE PRICE.  Brazilian individual investors and the
investment vehicles for individual investors who agree not to sell or transfer
any shares for six months after the date of this prospectus, will be entitled to
purchase the common shares offered by the selling shareholders at a discount of
5% from the retail offering price. With limited exceptions, shares purchased at
the discounted price may only be sold after six months.

NO PUBLIC OFFERING OUTSIDE THE UNITED STATES AND BRAZIL

     No action has been or will be taken in any jurisdiction (except in the
United States and Brazil) that would permit a public offering of the common
shares, directly or in the form of American depositary shares, or the
possession, circulation or distribution of this prospectus or any other material
relating to our company, the selling shareholders, our common shares or our
American depositary shares in any jurisdiction where action for that purpose is
required. Accordingly, our common shares, directly or in the form of American
depositary shares, may not be offered or sold, directly or indirectly, and
neither this prospectus nor any other offering material or advertisements in
connection with the common shares may be distributed or published, in or from
any country or jurisdiction except in compliance with any applicable rules and
regulations of any such country or jurisdiction.

     Purchasers of the securities offered by this prospectus may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase in addition to the offering price on the cover page of
this prospectus.

OTHER RELATIONSHIPS

     Some of the underwriters and their affiliates and the selling shareholders
have engaged in, and may in the future engage in, investment banking and other
commercial dealings in the ordinary course of business with us or the selling
shareholders. They have received customary fees and commissions for these
transactions.

                                 LEGAL MATTERS

     The validity of the American depositary shares offered hereby will be
passed upon for us by Davis Polk & Wardwell, New York, New York and for the
underwriters by Shearman & Sterling, New York, New York. The validity of the
common shares underlying the American depositary shares will be passed upon for
us by Paulo Francisco de Almeida Lopes, our general counsel, and for the
underwriters by Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, Sao
Paulo, Brazil. Various legal matters in connection with this offering will be
passed upon for the selling shareholders by Arnold & Porter, Washington, D.C.

                                       142


                                    EXPERTS

     Our consolidated financial statements at and for the three years ended
December 31, 2000 have been included in this prospectus in reliance upon the
report of PricewaterhouseCoopers Auditores Independentes, independent
accountants, given on the authority of said firm as experts in auditing and
accounting. The financial statements of certain of our subsidiaries and
affiliates, not separately included in this prospectus, have been audited by
various independent accountants other than PricewaterhouseCoopers Auditores
Independentes. The companies and periods covered by these audits are indicated
in the individual accountants' reports appearing in this prospectus. These
financial statements, to the extent they have been included in our consolidated
financial statements, have been included in reliance on the reports of the
various independent accountants given on the authority of said firms as experts
in auditing and accounting.

     With respect to our unaudited interim consolidated financial statements, at
and for the nine months ended September 30, 2000 and 2001,
PricewaterhouseCoopers Auditores Independentes reported that they have applied
limited procedures in accordance with professional standards for a review of
that information. However, their separate report thereon states that they did
not audit and they did not express an opinion on our unaudited information.
Accordingly, the degree of reliance on their report on that information should
be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers Auditores Independentes is not subject to the liability
provisions of Section 11 of the Securities Act for their report on our interim
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers Auditores
Independentes within the meaning of Sections 7 and 11 of the Securities Act.

     We have engaged Mineral Resources Development, Inc., or MRDI, experts in
geology, mining and ore reserve determination, to perform an audit of our
estimates of proven and probable reserves and mine life at December 31, 2000.
The estimates of proven and probable reserves and mine life as presented herein
have been audited and verified by MRDI, which has indicated that our proven and
probable reserves have been estimated in accordance with good engineering
practices, using current reasonable cost estimates. Reserves classified as
"other mineral deposits" have not been audited by MRDI.

           ENFORCEMENT OF CIVIL LIABILITIES AGAINST NON-U.S. PERSONS

THE ISSUER

     We are organized under the laws of Brazil and substantially all of our
assets are located outside of the United States. The majority of our directors
and executive officers and certain experts named in this prospectus reside
outside of the United States and substantially all of the assets of such persons
are located outside the United States. As a result, it may not be possible (or
may be difficult) for investors to effect service of process upon us or such
persons within the United States or to enforce against us or them judgments
obtained in U.S. courts, including those predicated upon the civil liability
provisions of the federal securities laws of the United States.

     We have been advised by Paulo Francisco de Almeida Lopes, our general
counsel, that a judgment of a U.S. court for civil liabilities predicated upon
the federal securities laws of the United States may be enforced in Brazil
against us and our directors and executive officers and certain of the experts
named herein without reconsideration of the merits, upon confirmation of that
judgment by the Brazilian Federal Supreme Court. Such confirmation, generally,
will be available if the foreign judgment (i) is for a payment of a sum certain,
(ii) fulfills all formalities required for its enforceability under the laws of
the United States, (iii) is issued by a competent court after proper service of
process, (iv) is not subject to appeal, (v) is authenticated by a Brazilian
consular office in the United States and is accompanied by a sworn translation
in Portuguese and (vi) does not violate Brazilian national sovereignty, public
policy or "good morals" (as set forth in Brazilian law). We have also been
advised by our General Counsel that (i) original civil actions may be brought in
connection with this prospectus predicated solely on the federal securities laws
of the United States in Brazilian courts and that Brazilian courts may enforce
such
                                       143


liabilities in such actions against us and our directors and executive officers
and certain of the experts named herein (provided that provisions of the federal
securities laws of the United States do not contravene Brazilian public policy
and provided further that Brazilian courts can assert jurisdiction over the
particular action) and (ii) the ability of a judgment creditor to satisfy a
judgment by attaching certain assets of the defendant is limited by provisions
of Brazilian law. In addition, a plaintiff (whether Brazilian or non-Brazilian)
that resides outside Brazil during the course of the litigation in Brazil must
provide a bond to guarantee court costs and legal fees if the plaintiff owns no
real property in Brazil.

THE SELLING SHAREHOLDERS

     BNDES, an entity owned by the Brazilian government, is incorporated under
the laws of Brazil. Substantially all of BNDES's assets are located in Brazil.
All of BNDES's directors and officers and some of the advisors named herein
reside in Brazil. As a result, it may not be possible for investors to effect
service of process within the United States upon such persons or to enforce
against them or BNDES in U.S. courts judgments predicated upon the civil
liability provisions of the federal securities laws of the United States.

     The Federative Republic of Brazil is a foreign sovereign government and has
not waived its sovereign immunity in connection with any action relating to the
securities, including any action arising out of or based on United States
federal or state securities laws. Under Brazilian law, the Federative Republic
of Brazil is prohibited from submitting to the jurisdiction of a foreign court
for the purpose of adjudication on the merits in any dispute, controversy or
claim against the Federative Republic of Brazil arising out of or relating to
the sale of the securities.

                      WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the periodic reporting and other informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith file reports and other information with the Commission. You
may inspect and copy reports and other information that we have filed with the
Commission at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain copies
of these materials by mail from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may
also inspect and copy this material at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which our American
depositary shares are listed.

     As a foreign private issuer, we are not subject to the proxy rules of
Section 14 of the Securities Exchange Act of 1934 or the insider short-swing
profit reporting requirements of Section 16 of that Act.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The Securities and Exchange Commission allows us to incorporate by
reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
be deemed to update and supersede this information. We incorporate by reference
the following documents that have been filed with the SEC:

     - our Annual Report on Form 20-F/A for the fiscal year ended December 31,
       2000; and

     - exhibits 1(a), 1(b) and 8 to our Annual Report on Form 20-F for the
       fiscal year ended December 31, 2000.

     We also incorporate by reference into this prospectus any future filings
made with the SEC under Sections 13(a), 13(c), or 15(d) of the Exchange Act and,
to the extent designated therein, reports on Form 6-K that we furnish to the
SEC.

                                       144


     Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

     We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated herein by reference, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference in such documents).
Requests should be directed to the Investor Relations Department, Avenida Graca
Aranha, No. 26, 17th floor, 20005-900 Rio de Janeiro, RJ, Brazil (telephone no:
5521-3814-4557).

                                       145


                                  MINING TERMS




                                                  
Alumina...........................................   Aluminum oxide. It is extracted from bauxite
                                                     in a chemical refining process and is the
                                                     principal raw material in the
                                                     electro-chemical process from which aluminum
                                                     is produced.
Bauxite...........................................   A rock composed primarily of hydrated
                                                     aluminum oxides. It is the principal ore of
                                                     alumina, the raw material from which aluminum
                                                     is made.
Beneficiation.....................................   The process of separating, concentrating and
                                                     classifying ore by particle size or some
                                                     other characteristic (e.g., specific gravity,
                                                     magnetic susceptibility, surface chemistry,
                                                     etc.) in order to obtain the mineral or metal
                                                     of interest.
CIF...............................................   Cost, insurance and freight. It indicates
                                                     that the seller pays for shipping, insurance,
                                                     and all other costs associated with
                                                     transportation of the commodity to its
                                                     destination.
CIL...............................................   Carbon-in-Leach. A method of recovering gold
                                                     in solution from slurry streams by contacting
                                                     activated carbon with the pulp during the
                                                     leaching process within agitated vessels and
                                                     separating loaded carbon from the pulp by
                                                     screening.
CIP...............................................   Carbon-in-Pulp. A method of recovering gold
                                                     and silver extracted from pregnant cyanide
                                                     solutions by absorbing the precious metals to
                                                     granules of activated carbon, which are
                                                     typically ground up coconut shells.
Concentration.....................................   Physical, chemical or biological process to
                                                     increase the grade of the metal or mineral of
                                                     interest.
DR................................................   Direct reduction. DR iron ore pellets are
                                                     used by steelmakers that employ minimill
                                                     technology.
DWT...............................................   Deadweight ton. The measurement unit of a
                                                     vessel's capacity for cargo, fuel oil, stores
                                                     and crew, measured in metric tons of 1,000
                                                     kg. A vessel's total deadweight is the total
                                                     weight the vessel can carry when loaded to a
                                                     particular load line.
Fines.............................................   Refers to iron ore with particles in the
                                                     range of 0.10 mm to 6.35 mm diameter.
FOB...............................................   Free on Board. It indicates that the
                                                     purchaser pays for shipping, insurance, and
                                                     all the other costs associated with
                                                     transportation of the commodity to its
                                                     destination.
Grade.............................................   The proportion of metal or mineral present in
                                                     ore or any other host material.
HL................................................   Heap Leaching. A low cost method of
                                                     extracting metals such as gold and copper
                                                     from low-grade ores. It consists of building
                                                     a heap of ore and applying a solution
                                                     (lixiviant) which dissolves the metal to
                                                     produce a pregnant solution (leachate) from
                                                     which the metal is recovered by precipitation
                                                     and smelting or carbon absorption, stripping
                                                     and electrowinning methods.


                                       146





                                                  
Kaolin............................................   A fine white aluminum silicate clay used as a
                                                     coating agent, filler, extender and absorbent
                                                     in the paper, ceramics and pharmaceutical
                                                     industries.
Lump ore..........................................   Iron ore or manganese ore with the coarsest
                                                     particle size in the range of 6.35 mm to 75
                                                     mm diameter, but varying slightly between
                                                     different mines and ores.
Manganese.........................................   A hard brittle metallic element found
                                                     primarily in the minerals pyrolusite,
                                                     hausmannite and manganate.
Mineral deposit(s) or mineralized material(s).....   Refers to a mineralized body which has been
                                                     intersected by a sufficient number of
                                                     closely-spaced drill holes and/or
                                                     underground/surface samples to support
                                                     sufficient tonnage and grade of metal(s) or
                                                     mineral(s) of interest to warrant further
                                                     exploration-development work. The deposit
                                                     does not qualify as an ore body until it can
                                                     be legally and economically extracted at the
                                                     time of ore reserve determination.
Open pit mining...................................   The extraction method by which surface or
                                                     barren rock is removed so that ore may be
                                                     removed using power shovels, front-end
                                                     loaders, hydraulic excavators, draglines,
                                                     etc.
Oxides............................................   Compounds of oxygen with another element. For
                                                     example, magnetite (Fe(3)O(4)) is an oxide
                                                     mineral formed by the chemical union of iron
                                                     with oxygen.
Pellet feed.......................................   Fine (0.10 mm to 6.35 mm) and ultra-fine
                                                     (less than 0.10 mm) iron ore particles
                                                     generated by the mining, grading, handling
                                                     and transporting of iron ore, with no
                                                     practical direct application in the steel
                                                     industry, unless the material is aggregated
                                                     into pellets through an agglomeration
                                                     process.
Pellets...........................................   Balls of agglomerated fine and ultra-fine
                                                     iron ore particles of a size and quality
                                                     suitable for particular steelmaking
                                                     processes. Our pellets range in size from 8
                                                     mm to 18 mm.
Potash............................................   A potassium chloride compound, chiefly KCl,
                                                     used in industry and agriculture.
Probable (indicated) reserves.....................   Reserves for which quantity and grade and/or
                                                     quality are computed from information similar
                                                     to that used for proven (measured) reserves,
                                                     but the sites for inspection, sampling and
                                                     measurement are farther apart or are
                                                     otherwise less adequately spaced. The degree
                                                     of assurance, although lower than that for
                                                     proven (measured) reserves, is high enough to
                                                     assume continuity between points of
                                                     observation.


                                       147





                                                  
Proven (measured) reserves........................   Reserves for which (1) quantity is computed
                                                     from dimensions revealed in outcrops,
                                                     trenches, workings or drill holes; (2) grade
                                                     and/or quality are computed from the results
                                                     of detailed sampling; and (3) the sites for
                                                     inspection, sampling and measurement are
                                                     spaced so closely and the geologic character
                                                     is so well defined that size, shape, depth
                                                     and mineral content of reserves are well-
                                                     established.
Recoverable reserve...............................   That portion of interest in the ore that can
                                                     be physically recovered through processing.
Reserve...........................................   Refers to that part of a mineral deposit
                                                     which could be economically and legally
                                                     extracted or produced at the time of the
                                                     reserve determination.
Run-of-mine.......................................   Ore in its natural (unprocessed) state, as
                                                     mined, without having been crushed.
Seaborne market...................................   The market for iron ore products that are
                                                     shipped in vessels which have a capacity in
                                                     excess of 50,000 DWT.
Sinter feed.......................................   Iron or manganese ore suitable for sintering.
Sintering.........................................   Refers to the agglomeration of small
                                                     particles into a coherent mass by heating
                                                     without melting.
S/P...............................................   Stockpile. Refers to ore or materials
                                                     accumulated or piled at the surface for
                                                     future use.
Sulfides..........................................   Compounds of sulphur with more than one
                                                     element and metallic sulfides (such as
                                                     galena, PbS, and chalcopyrite, CuFeS(2))
                                                     which occur as minerals.


                                       148


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                           
Index to Consolidated Financial Statements..................   F-1
Report of PricewaterhouseCoopers Auditores Independentes
  dated February 21, 2001 for the three years ended December
  31, 2000, 1999 and 1998...................................   F-3
Consolidated Balance Sheets as of December 31, 2000 and
  1999......................................................   F-4
Consolidated Statements of Income for the three years ended
  December 31, 2000, 1999 and 1998..........................   F-5
Consolidated Statements of Cash Flows for the three years
  ended December 31, 2000, 1999 and 1998....................   F-6
Consolidated Statements of Changes in Stockholders' Equity
  for the three years ended December 31, 2000, 1999 and
  1998......................................................   F-7
Notes to Consolidated Financial Statements..................   F-8
Report of PricewaterhouseCoopers Auditores Independentes
  dated October 22, 2001 for the Nine-month periods ended
  September 30, 2001 and 2000...............................  F-45
Consolidated Balance Sheets as of September 30, 2001 and
  2000......................................................  F-46
Consolidated Statements of Income for the Nine-month periods
  ended September 30, 2001 and 2000.........................  F-47
Consolidated Statements of Cash Flows for the Nine-month
  periods ended September 30, 2001 and 2000.................  F-48
Consolidated Statements of Changes in Stockholders' Equity
  for the Nine-month periods ended September 30, 2001 and
  2000......................................................  F-49
Notes to Consolidated Financial Statements..................  F-50
Report of Deloitte Touche Tohmatsu dated January 19, 2001
  with respect to the financial statements of Albras for the
  three years ended December 31, 2000, 1999 and 1998........   B-1
Report of Deloitte Touche Tohmatsu dated October 23, 2001
  with respect to the financial statements of Albras for the
  nine-month periods ended September 30, 2001 and 2000......   B-2
Report of Deloitte Touche Tohmatsu dated January 17, 2001
  with respect to the financial statements of Alunorte for
  the three years ended December 31, 2000, 1999 and 1998....   B-3
Report of Deloitte Touche Tohmatsu dated October 23, 2001
  with respect to the financial statements of Alunorte for
  the nine-month periods ended September 30, 2001 and
  2000......................................................   B-4
Report of Deloitte Touche Tohmatsu dated January 19, 2001
  with respect to the financial statements of Aluvale for
  the three years ended December 31, 2000, 1999 and 1998....   B-5
Report of KPMG Auditores Independentes dated February 6,
  2001 with respect to the consolidated financial statements
  of Bahia Sul Celulose S.A. and subsidiaries for the three
  years ended December 31, 2000, 1999 and 1998..............   B-6
Report of KPMG Auditores Independentes dated October 18,
  2000 with respect to the financial statements of Bahia Sul
  for the nine-month periods ended September 30, 2000 and
  1999......................................................   B-7
Report of KPMG LLP dated January 19, 2001 with respect to
  the financial statements of CSI for the three years ended
  December 31, 2000, 1999 and 1998..........................   B-8
Report of Deloitte Touche Tohmatsu dated January 19, 2001
  with respect to the financial statements of Cenibra for
  the two years ended December 31, 2000 and 1999............   B-9
Report of Deloitte Touche Tohmatsu dated November 1, 2001
  with respect to the financial statements of Cenibra for
  the nine-month periods ended September 30, 2001 and
  2000......................................................  B-10
Reports of Deloitte Touche Tohmatsu dated February 8, 2001
  and February 12, 1999 with respect to the financial
  statements of Docenave for the three years ended December
  31, 2000, 1999 and 1998...................................  B-11
Report of Deloitte Touche Tohmatsu dated October 22, 2001
  with respect to the financial statements of Docenave for
  the nine-month periods ended September 30, 2001 and
  2000......................................................  B-14
Report of Deloitte Touche Tohmatsu dated January 19, 2001
  with respect to the financial statements of Docepar for
  the two years ended December 31, 2000 and 1999............  B-15


                                       F-1


                                                           
Report of Deloitte Touche Tohmatsu dated October 22 , 2001
  with respect to the financial statements of Docepar for
  the nine-month periods ended September 30, 2001 and
  2000......................................................  B-16
Report of Arthur Andersen S/C dated January 15, 2001 with
  respect to the financial statements of Hispanobras for the
  three years ended December 31, 2000, 1999 and 1998........  B-17
Report of Arthur Andersen S/C dated October 19, 2001 with
  respect to the financial statements of Hispanobras for the
  nine-month periods ended September 30, 2001 and 2000......  B-18
Report of Arthur Andersen S/C dated January 15, 2001 with
  respect to the financial statements of Itabrasco for the
  three years ended December 31, 2000, 1999 and 1998........  B-19
Report of Arthur Andersen S/C dated October 19, 2001 with
  respect to the financial statements of Itabrasco for the
  nine-month periods ended September 30, 2001 and 2000......  B-20
Report of Deloitte Touche Tohmatsu dated January 29, 2001
  with respect to the financial statements of Kobrasco for
  the year ended December 31, 2000..........................  B-21
Report of Deloitte Touche Tohmatsu dated October 19, 2001
  with respect to the financial statements of Kobrasco for
  the nine-month periods ended September 30, 2001 and
  2000......................................................  B-22
Reports of Arthur Andersen S/C dated January 18, 2001 and
  January 17, 2000 with respect to the financial statements
  of MRN for the three years ended December 31, 2000, 1999
  and 1998..................................................  B-23
Report of Arthur Andersen S/C dated October 22, 2001 with
  respect to the financial statements of MRN for the
  nine-month periods ended September 30, 2001 and 2000......  B-25
Report of Deloitte Touche Tohmatsu dated January 29, 2001
  with respect to the financial statements of Nibrasco for
  the three years ended December 31, 2000, 1999 and 1998....  B-26
Report of Deloitte Touche Tohmatsu dated October 19, 2001
  with respect to the financial statements of Nibrasco for
  the nine-month periods ended September 30, 2001 and
  2000......................................................  B-27
Report of KPMG Auditores Independentes dated January 19,
  2001 with respect to the financial statements of Valesul
  for the two years ended December 31, 2000 and 1999........  B-28
Report of Deloitte Touche Tohmatsu dated January 20, 1999
  with respect to the financial statements of Valesul for
  the two years ended December 31, 1998 and 1997............  B-29
Report of KPMG Auditores Independentes dated October 19,
  2001 with respect to the financial statements of Valesul
  for the nine-month periods ended September 30, 2001 and
  2000......................................................  B-30
Report from Arthur Andersen S/C dated February 19, 2001 with
  respect to their consolidated financial statements of CSN
  for the two years ended 2000 and 1999.....................  B-31
Report of Arthur Andersen S/C dated October 20, 2000 with
  respect to the financial statements of CSN for the
  nine-month period ended September 30, 2000................  B-32
Reports of Deloitte Touche Tohmatsu dated February 2, 2001
  and April 28, 2000 with respect to financial statements of
  Terminal Vila Velha S.A for the three years ended December
  31, 2000, 1999, and 1998 (English Version)................  B-33
Report of Deloitte Touche Tohmatsu dated January 19, 2001
  with respect to financial statements of Nova Era Silicon
  S.A. for the year ended December 31, 2000 (English
  Version)..................................................  B-36
Report of Trevisan dated January 18, 2000 with respect to
  financial statements of Nova Era Silicon S.A. for the two
  years ended December 31, 1999 and 1998 (English
  Version)..................................................  B-38
Report of Deloitte Touche Tohmatsu dated January 19, 2001
  with respect to financial statements of Celmar
  S.A.-Industria de Celulose e Papel for the year ended
  December 31, 2000 (English Version).......................  B-39
Report of Deloitte Touche Tohmatsu dated January 22, 2001
  with respect to financial statements of SIBRA
  Eletrosiderurgica Brasileira S.A. for the year ended
  December 31, 2000 (English Version).......................  B-41


                                       F-2


[PRICEWATERHOUSECOOPERS LETTERHEAD]

--------------------------------------------------------------------------------
                                                     PricewaterhouseCoopers
                                                     Rua da Candelaria, 65
                                                     11--15-
                                                     20091-020 Rio de Janeiro,
                                                     RJ-Brasil
                                                     Caixa Postal 949
                                                     Telefone (21) 3232-6112
                                                     Fax (21) 2516-6319

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF COMPANHIA VALE DO RIO DOCE

In our opinion, based upon our audits and the reports of other auditors, the
accompanying consolidated balance sheets and the related consolidated statements
of income, of cash flows and of changes in stockholders' equity, present fairly,
in all material respects, the financial position of Companhia Vale do Rio Doce
and its subsidiaries at December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We did not audit the
financial statements of certain affiliates, the investments in which total
US$1,188 million and US$929 million at December 31, 2000 and 1999, respectively,
and equity in earnings of US$213 million, US$42 million and US$21 million for
2000, 1999 and 1998, respectively. Also, we did not audit the financial
statements of the majority-owned shipping and ferro alloys subsidiaries as at
and for the years ended December 31, 2000, 1999 and 1998, which statements
reflect total assets of US$584 million and US$569 million at December 31, 2000
and 1999, respectively, and total revenues of US$480 million, US$177 million and
US$222 million for 2000, 1999 and 1998, respectively. The financial statements
of these affiliates and subsidiaries were audited by other auditors whose
reports thereon have been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts for these affiliates and subsidiaries, is
based solely on the reports of the other auditors. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits and the reports of other auditors provide a reasonable basis for the
opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS
PRICEWATERHOUSECOOPERS
Auditores Independentes

Rio de Janeiro, Brazil
February 21, 2001, except for the information on subsequent events contained in
Note 21 which is as of March 9, 2001.

                                       F-3


                          CONSOLIDATED BALANCE SHEETS
                 EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS



                                                                   AS OF
                                                                DECEMBER 31
                                                              ----------------
                                                               2000      1999
                                                              ------    ------
                                                                  
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................   1,211     1,453
  Accounts receivable
    Related parties.........................................     125       107
    Unrelated parties.......................................     365       350
  Loans and advances to related parties.....................     136       103
  Inventories...............................................     306       244
  Deferred income tax.......................................      89        60
  Others....................................................     283       181
                                                              ------    ------
                                                               2,515     2,498
Property, plant and equipment, net..........................   3,850     3,848
Investments in affiliated companies and joint ventures and
  other investments.........................................   2,244     1,726
Provision for losses on equity investments..................     (21)      (87)
OTHER ASSETS
  Goodwill on acquisition of consolidated subsidiaries......     189        --
  Loans and advances
    Related parties.........................................     704       601
    Unrelated parties.......................................      52        66
  Unrecognized pension obligation...........................     125        64
  Deferred income tax.......................................     187       116
  Judicial deposits.........................................     119        72
  Others....................................................     113        57
                                                              ------    ------
TOTAL.......................................................  10,077     8,961
                                                              ======    ======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Suppliers.................................................     321       251
  Payroll and related charges...............................      51        48
  Interest attributed to stockholders.......................     657       254
  Current portion of long-term debt
    Related parties.........................................      28        30
    Unrelated parties.......................................     252       458
  Short-term debt...........................................     449       649
  Loans from related parties................................     156       197
  Others....................................................     210       151
                                                              ------    ------
                                                               2,124     2,038
                                                              ------    ------
LONG-TERM LIABILITIES
  Employees postretirement benefits.........................     591       314
  Long-term debt
    Related parties.........................................      74        90
    Unrelated parties.......................................   1,891     1,200
  Loans from related parties................................      21         4
  Provisions for contingencies (Note 15)....................     338       185
  Others....................................................     111        98
                                                              ------    ------
                                                               3,026     1,891
                                                              ------    ------
Minority interest...........................................       5        --
                                                              ------    ------
STOCKHOLDERS' EQUITY
  Preferred class A stock -- 600,000,000 no-par-value shares
    authorized and 138,575,913 issued.......................     709       709
  Common stock -- 300,000,000 no-par-value shares authorized
    and 249,983,143 issued..................................   1,279     1,279
  Treasury stock -- 3,659,311 (1999 -- 3,659,311) preferred
    and 7,300 common shares.................................     (61)      (61)
  Additional paid-in capital................................     498       498
  Other cumulative comprehensive income.....................  (3,020)   (2,465)
  Appropriated retained earnings............................   3,537     3,567
  Unappropriated retained earnings..........................   1,980     1,505
                                                              ------    ------
                                                               4,922     5,032
                                                              ------    ------
TOTAL.......................................................  10,077     8,961
                                                              ======    ======


                See Notes to Consolidated Financial Statements.

                                       F-4


                       CONSOLIDATED STATEMENTS OF INCOME
                 EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS
                (EXCEPT NUMBER OF SHARES AND PER-SHARE AMOUNTS)



                                                                YEAR ENDED DECEMBER 31
                                                              ---------------------------
                                                               2000      1999      1998
                                                              -------   -------   -------
                                                                         
Operating revenues, net of discounts, returns and allowances
  Sales of ores and metals
     Iron ore and pellets...................................    2,177     1,694     1,930
     Gold...................................................      156       155       168
     Others.................................................      412       175       200
                                                              =======   =======   =======
                                                                2,745     2,024     2,298
  Revenues from transportation services.....................      760       642       848
  Aluminum products.........................................      362       363       407
  Other products and services...............................      202       128       105
                                                              -------   -------   -------
                                                                4,069     3,157     3,658
  Value-added tax...........................................     (134)      (81)     (105)
                                                              -------   -------   -------
  Net operating revenues....................................    3,935     3,076     3,553
                                                              -------   -------   -------
Operating costs and expenses
  Cost of ores and metals sold..............................   (1,423)     (996)   (1,348)
  Cost of transportation services...........................     (481)     (368)     (440)
  Cost of aluminum products.................................     (334)     (323)     (387)
  Others....................................................     (191)     (119)      (97)
                                                              =======   =======   =======
                                                               (2,429)   (1,806)   (2,272)
  Selling, general and administrative expenses..............     (225)     (138)     (171)
  Research and development..................................      (48)      (27)      (48)
  Employee profit sharing plan..............................      (29)      (24)      (29)
  Other.....................................................     (206)     (161)     (179)
                                                              =======   =======   =======
                                                               (2,937)   (2,156)   (2,699)
                                                              =======   =======   =======
Operating income............................................      998       920       854
                                                              -------   -------   -------
Non-operating income (expenses)
  Financial income..........................................      208       200       394
  Financial expenses........................................     (315)     (233)     (243)
  Foreign exchange and monetary gains (losses), net.........     (142)     (213)     (108)
  Others....................................................       (4)       (4)       (5)
                                                              -------   -------   -------
                                                                 (253)     (250)       38
                                                              -------   -------   -------
Income before income taxes, equity results and minority
  interests.................................................      745       670       892
                                                              -------   -------   -------
Income taxes
  Current...................................................      (10)       --       (28)
  Deferred..................................................       35       (33)      (68)
                                                              -------   -------   -------
                                                                   25       (33)      (96)
                                                              -------   -------   -------
Equity in results of affiliates and joint ventures..........      267        41        80
Change in provision for losses on equity investments........       62      (268)       21
Minority interests..........................................        1         2        (1)
                                                              =======   =======   =======
Net income..................................................    1,100       412       896
                                                              -------   -------   -------
Basic earnings per Common Share.............................     2.86      1.07      2.31
                                                              -------   -------   -------
Basic earnings per Preferred Class A Share..................     2.86      1.07      2.31
                                                              -------   -------   -------
Weighted average number of shares outstanding (thousands of
  shares)
  Common shares.............................................  249,983   249,983   249,983
  Preferred Class A shares..................................  134,917   134,917   137,965


                 See Notes to Consolidated Financial Statements

                                       F-5


                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS



                                                               YEAR ENDED DECEMBER 31
                                                              ------------------------
                                                               2000     1999     1998
                                                              ------    -----    -----
                                                                        
Cash flows from operating activities:
  Net income................................................   1,100      412      896
  Adjustments to reconcile net income with cash provided by
    operating activities:
    Depreciation, depletion and amortization................     195      163      231
    Equity in results of affiliates and joint ventures, net
     of dividends received..................................    (134)      23       36
    Change in provision for losses on equity investments....     (62)     268      (21)
    Deferred income taxes...................................     (35)      33       68
    Provisions for contingencies............................     101       57       78
    Loss on disposals of property, plant and equipment......      47       23       64
    Gain on Alunorte/MRN transaction........................     (54)      --       --
    Pension plan............................................     105       55       88
    Foreign exchange and monetary losses....................     208      399      135
    Others..................................................      40       61      (50)
  Decrease (increase) in assets:
    Accounts receivable.....................................     (63)    (135)     (69)
    Inventories.............................................     (50)      (6)     (58)
    Others..................................................    (103)     (25)      (2)
  Increase (decrease) in liabilities:
    Suppliers...............................................      84       49       (2)
    Payroll and related charges.............................      (1)       2      (20)
    Others..................................................      46      (43)      (2)
                                                              ------    -----    -----
  Net cash provided by operating activities.................   1,424    1,336    1,372
                                                              ======    =====    =====
Cash flows from investing activities:
  Loans and advances receivable
    Related parties
      Additions.............................................    (168)    (202)    (399)
      Repayments............................................      32       42      230
      Others................................................       8        5        6
  Guarantees and deposits...................................     (98)      (4)     (47)
  Additions to investments..................................    (538)     (49)     (36)
  Additions to property, plant and equipment................    (447)    (265)    (412)
  Proceeds from disposal of property, plant and equipment...       1        1       12
  Proceeds from disposal of investments.....................      44       --       --
  Net cash used to acquire subsidiaries.....................    (323)      --       --
  Others....................................................      --        3       15
                                                              ------    -----    -----
  Net cash used in investing activities.....................  (1,489)    (469)    (631)
                                                              ------    -----    -----
Cash flows from financing activities:
  Short-term debt, net issuances............................    (278)    (110)      60
  Loans
    Related parties
      Additions.............................................       8      223       46
      Repayments............................................     (42)     (42)     (38)
  Perpetual notes...........................................     120       --       --
  Long-term debt
    Related parties.........................................      62       60       38
    Unrelated parties.......................................     750      175      288
  Repayments of long-term debt
    Related parties.........................................     (25)     (48)     (87)
    Unrelated parties.......................................    (419)    (299)    (239)
  Interest attributed to stockholders.......................    (246)    (452)    (607)
  Treasury stock............................................      --       --      (36)
                                                              ------    -----    -----
  Net cash used in financing activities.....................     (70)    (493)    (575)
                                                              ------    -----    -----
  Increase (decrease) in cash and cash equivalents..........    (135)     374      166
  Effect of exchange rate changes on cash and cash
    equivalents.............................................    (107)    (110)     (85)
  Cash and cash equivalents, beginning of year..............   1,453    1,189    1,108
                                                              ------    -----    -----
  Cash and cash equivalents, end of year....................   1,211    1,453    1,189
                                                              ======    =====    =====
  Cash paid during the year for:
    Interest on short-term debt.............................     (48)     (55)     (68)
    Interest on long-term debt, net of interest capitalized
     of $12 in 2000, $12 in 1999 and $23 in 1998............    (128)    (107)     (98)
    Income tax..............................................      (6)      --       --
  Non-cash transactions
    Exchange of loans receivable for investments............       7      241      240
    Transfer of credits from related parties at fair
     value..................................................      --      126       --


                 See Notes to Consolidated Financial Statements

                                       F-6


           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS
                (EXCEPT NUMBER OF SHARES AND PER-SHARE AMOUNTS)



                                                                     YEAR ENDED DECEMBER 31
                                                              -------------------------------------
                                                                SHARES       2000     1999    1998
                                                              -----------   ------   ------   -----
                                                                                  
Preferred class A stock (including one special share)
  Balance January 1, 1998, 1999 and 2000....................  138,575,913      709      642     468
  Transfer from appropriated retained earnings..............           --       --       67     174
                                                              ===========   ======   ======   =====
  Balance December 31, 1998, 1999 and 2000..................  138,575,913      709      709     642
                                                              -----------   ------   ------   -----
Common stock
  Balance January 1, 1998, 1999 and 2000....................  249,983,143    1,279    1,159     845
  Transfer from appropriated retained earnings..............           --       --      120     314
                                                              ===========   ======   ======   =====
  Balance December 31, 1998, 1999 and 2000..................  249,983,143    1,279    1,279   1,159
                                                              -----------   ------   ------   -----
Treasury stock
  Balance January 1.........................................   (1,347,500)     (61)     (61)    (25)
  Acquisitions in 1998......................................   (2,311,500)      --       --     (36)
  Acquisitions in 1999......................................         (311)      --       --      --
  Acquisitions in 2000......................................       (7,300)      --       --      --
                                                              -----------   ------   ------   -----
  Balance December 31.......................................   (3,666,611)     (61)     (61)    (61)
                                                              -----------   ------   ------   -----
Additional paid-in capital
  Balance January 1 and December 31.........................                   498      498     498
                                                                            ======   ======   =====
Other cumulative comprehensive income
  Amounts not recognized as net periodic pension cost
    Balance January 1.......................................                    --     (153)    (77)
    Excess of additional minimum liability..................                  (151)     229    (115)
    Tax effect on above.....................................                    51      (76)     39
                                                                            ------   ------   -----
    Balance December 31.....................................                  (100)      --    (153)
                                                                            ======   ======   =====
  Cumulative translation adjustments
    Balance January 1.......................................                (2,513)    (731)   (218)
    Change in the year......................................                  (439)  (1,782)   (513)
                                                                            ======   ======   =====
    Balance December 31.....................................                (2,952)  (2,513)   (731)
                                                                            ------   ------   -----
  Unrealized gain on available-for-sale securities
    Balance January 1.......................................                    54       30      --
    Unrealized gain (loss) in the year......................                   (30)      24      30
                                                                            ======   ======   =====
    Balance December 31.....................................                    24       54      30
                                                                            ------   ------   -----
  Adjustments relating to investments in affiliates
    Balance January 1.......................................                    (6)      (7)     --
    Change in adjustments relating to investments in
      affiliates............................................                    14        1      (7)
                                                                            ------   ------   -----
    Balance December 31.....................................                     8       (6)     (7)
                                                                            ------   ------   -----
Total other cumulative comprehensive income.................                (3,020)  (2,465)   (861)
                                                                            ======   ======   =====
Appropriated retained earnings
    Balance January 1.......................................                 3,567    5,212   5,806
    Transfer to retained earnings...........................                   (30)  (1,458)   (106)
    Transfer to capital stock...............................                    --     (187)   (488)
                                                                            ------   ------   -----
    Balance December 31.....................................                 3,537    3,567   5,212
                                                                            ======   ======   =====
Retained earnings
  Balance January 1.........................................                 1,505      126    (270)
    Net income..............................................                 1,100      412     896
    Interest attributed to stockholders
      Preferred class A stock ($1.70, $1.28 and $1.58 per
        share in 2000, 1999 and 1998).......................                  (230)    (172)   (212)
        Common stock ($1.70, $1.28 and $1.58 per share in
          2000, 1999 and 1998)..............................                  (425)    (319)   (394)
    Appropriation from reserves.............................                    30    1,458     106
                                                                            ======   ======   =====
  Balance December 31.......................................                 1,980    1,505     126
                                                              -----------   ------   ------   -----
Total stockholders' equity..................................  384,892,445    4,922    5,032   6,715
                                                              ===========   ======   ======   =====
Comprehensive income is comprised as follows:
  Net income................................................                 1,100      412     896
  Amounts not recognized as net period pension cost.........                  (100)     153     (76)
  Cumulative translation adjustments........................                  (439)  (1,782)   (513)
  Unrealized gain (loss) on available-for-sale securities...                   (30)      24      30
  Adjustments relating to investments in affiliates.........                    14        1      (7)
                                                                            ------   ------   -----
Total comprehensive income (loss)...........................                   545   (1,192)    330
                                                                            ======   ======   =====


                 See Notes to Consolidated Financial Statements

                                       F-7


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

1.  THE COMPANY AND ITS OPERATIONS

     Companhia Vale do Rio Doce (CVRD) is a limited liability company, duly
organized and existing under the laws of the Federative Republic of Brazil. Our
operations are carried out through CVRD and its subsidiary companies, joint
ventures and affiliates, and mainly consist of mining, non-ferrous metal
production and logistics, as well as pulp and paper, aluminum and steel
activities. Further details of our operations and those of our joint ventures
and affiliates are described in Note 16.

     The main operating subsidiaries we consolidate are as follows:



                                                             HEAD OFFICE
SUBSIDIARY                                    % OWNERSHIP     LOCATION       PRINCIPAL ACTIVITY
----------                                    -----------   -------------   ---------------------
                                                                   
S.A. Mineracao da Trindade -- SAMITRI.......      100          Brazil       Iron ore and pellets
Para Pigmentos S.A. ........................       76          Brazil              Kaolin
SIBRA -- Eletrosiderurgica Brasileira
  S.A.......................................       98          Brazil          Ferrous alloys
Navegacao Vale do Rio Doce S.A. --
  DOCENAVE..................................      100          Brazil             Shipping
Vale do Rio Doce Aluminio S.A. -- ALUVALE...      100          Brazil             Aluminum
Itabira Rio Doce Company Ltd. -- ITACO......      100       Cayman Island          Trading
Rio Doce International Finance
  Ltd. -- RDIF..............................      100          Bahamas      International finance


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

  (a) BASIS OF PRESENTATION

     We have prepared the consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America ("US
GAAP"), which differ in certain respects from the Brazilian accounting
principles that we use in preparing our statutory financial information.

     The U.S. dollar amounts for the years presented have been remeasured
(translated) from the Brazilian currency amounts in accordance with the criteria
set forth in Statement of Financial Accounting Standards 52 -- "Foreign Currency
Translation" ( SFAS 52).

     Prior to July 1, 1997, Brazil was considered under SFAS 52 to have a highly
inflationary economy, defined as an economy in which the cumulative inflation
rate over the latest thirty-six month period has exceeded 100%. Accordingly, up
to June 30, 1997, we adopted the U.S. dollar as both our functional currency and
reporting currency.

     As from July 1, 1997, we concluded that the Brazilian economy had ceased to
be highly inflationary and changed our functional currency from the reporting
currency (U.S. dollars) to the local currency (Brazilian reais). Accordingly, at
July 1, 1997, we translated the U.S. dollar amounts of non-monetary assets and
liabilities into reais at the current exchange rate, and those amounts became
the new accounting bases for such assets and liabilities. The resulting deferred
taxes associated with the differences between the new functional currency bases
and the tax bases, including those relating to affiliates and joint ventures,
net of related valuation allowances, were reflected in the cumulative
translation adjustments component of stockholders' equity.

                                       F-8

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     We have remeasured all assets and liabilities into U.S. dollars at the
current exchange rate at each balance sheet date (R$1.9554 and R$1.7890 to
US$1.00 at December 31, 2000 and 1999, respectively), and all accounts in the
statements of income (including amounts relative to local currency indexation
and exchange variances on assets and liabilities denominated in foreign
currency) at the average rates prevailing during the year. The translation gain
or loss resulting from this remeasurement process is included in the cumulative
translation adjustments account in stockholders' equity.

     The net transaction loss included in our statement of income was $115, $265
and $114 in 2000, 1999 and 1998, respectively.

  (b) BASIS OF CONSOLIDATION

     All majority-owned subsidiaries where we have both share and management
control are consolidated (unless control is temporary), with elimination of all
significant intercompany accounts and transactions. Investments in
unconsolidated affiliates and joint ventures are reported at cost less amortized
goodwill plus our equity in undistributed earnings or losses. Included in this
category are certain joint ventures in which we have majority ownership but, by
force of shareholders' agreements, do not have effective management control. We
provide for losses on equity investments with negative stockholders' equity
where applicable (see Note 10).

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

  (c) BUSINESS COMBINATIONS

     We adopt the procedures determined by Accounting Principles Board Opinion
16 -- "Business Combinations" (APB 16) to recognize acquisitions of interests in
other companies. The method of accounting normally used in our business
combination transactions is the "purchase method", which requires that acquirers
reasonably determine the fair value of the identifiable assets and liabilities
of acquired companies, individually, in order to determine the goodwill paid in
the purchase to be recognized as an intangible asset. On the acquisition of
assets which include the rights to mine reserves of natural resources, the
establishment of values for these assets includes the placing of fair values on
purchased reserves, which are classified in the balance sheet as property, plant
and equipment.

     Goodwill recorded in our business combination transactions is amortized in
a systematic manner over the periods estimated to be benefited.

  (d) INVENTORIES

     Inventories are stated at the average cost of purchase or production, lower
than replacement or realizable values. We record allowances for slow-moving or
obsolete inventories when considered appropriate, reflecting our periodic
assessment of recoverability. A write-down of inventory utilizing the allowance
establishes a new cost basis for the related inventory.

     Finished goods inventories include all related materials, labor and direct
production expenditures, and exclude general and administrative expenses.

  (e) PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are recorded at cost, including interest cost
incurred during the construction of major new facilities. We compute
depreciation on the straight-line basis at rates which take into consideration
the useful lives of the items, principally an average of 80 years for the
railroads, 20 years

                                       F-9

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

for ships, 25 years for buildings and improvements and between 10 to 20 years
for mining and other equipment. Expenditures for maintenance and repairs are
charged to operating costs and expenses as incurred.

     We capitalize the costs of developing major new ore bodies or expanding the
capacity of operating mines and amortize these to operations on the
unit-of-production method based on the total probable and proven quantity of ore
to be recovered. Exploration costs are expensed until viability of mining
activities is established; subsequently such costs are capitalized together with
further exploration costs. We capitalize mine development costs as from the time
we actually begin such development.

  (f) AVAILABLE-FOR-SALE EQUITY SECURITIES

     Equity securities classified as "available-for-sale" are recorded in
accordance with SFAS 115 "Accounting for Certain Investments in Debt and Equity
Securities". Accordingly, we exclude unrealized holding gains and losses, net of
taxes, if applicable, from income and recognize them as a separate component of
stockholders' equity until realized.

  (g) REVENUES AND EXPENSES

     Revenues are recognized when title has transferred to the customer or
services are rendered. Expenses and costs are recognized on the accrual basis.
Revenue from exported products is recognized when such products are loaded on
board the ship. Revenue from products sold in the domestic market is recognized
when delivery is made to the customer. Revenue from transportation services,
other than shipping operations, is recognized when the service order has been
fulfilled. Shipping operations are recorded on the completed voyage basis and
net revenue, costs and expenses of voyages not completed at period-end are
deferred. Anticipated losses on voyages are provided when probable and can be
reasonably estimated.

  (h) ENVIRONMENTAL AND SITE RECLAMATION AND RESTORATION COSTS

     Expenditures relating to ongoing compliance with environmental regulations
are charged against earnings or capitalized as appropriate. These ongoing
programs are designed to minimize the environmental impact of our activities.
With respect to our two major iron ore mines at Itabira and Carajas, which have
extensive remaining reserves, liabilities for final site reclamation and
restoration costs will be recorded when the respective reclamation and
restoration strategies can be reasonably determined and the related costs can be
reasonably estimated. At December 31, 2000 we have recorded provisions of $14.

  (i) COMPENSATED ABSENCES

     We fully accrue the liability for future compensation to employees for
vacations vested during the year.

  (j) INCOME TAXES

     In accordance with SFAS 109 "Accounting for Income Taxes", the deferred tax
effects of temporary differences have been recognized in the consolidated
financial statements. A valuation allowance is made when we believe that it is
more likely than not that tax assets will not be fully recoverable in the
future.

  (k) Statement of Cash Flows

     Cash flows relating to overnight financing and investment are reported net.
Short-term investments that have a ready market and maturity to us, when
purchased, of 90 days or less are considered cash equivalents.

                                       F-10

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     In 2000, dividends of $133 received from equity method affiliates and joint
ventures have been netted against the equity in results of these entities in the
statement of cash flows. For comparative purposes dividends received in 1999 and
1998 of $64 and $116, respectively, have been reclassified from investing
activities to reflect the same presentation.

  (l) Earnings Per Share

     Earnings per share are computed by dividing net income by the weighted
average number of common and preferred shares outstanding during the year.

  (m) Interest Attributed to Stockholders

     As from January 1, 1996 Brazilian corporations are permitted to attribute
interest on stockholders' equity. The calculation is based on the stockholders'
equity amounts as stated in the statutory accounting records and the interest
rate applied may not exceed the long-term interest rate (TJLP) determined by the
Brazilian Central Bank. Also, such interest may not exceed the greater of 50% of
net income for the year or 50% of retained earnings plus revenue reserves.

     The amount of interest attributed to stockholders is deductible for income
tax purposes. Accordingly, the benefit to us, as opposed to making a dividend
payment, is a reduction in our income tax charge equivalent to the statutory tax
rate applied to such amount. Income tax is withheld from the stockholders
relative to interest at the rate of 15%, except for interest due to the
Brazilian Government which is exempt from tax withholdings.

     We have opted to pay such tax-deductible interest to our stockholders and
have therefore accrued the amounts due as of December 31, 2000 and 1999, with a
direct charge to stockholders' equity.

     Under Brazilian law interest attributable to stockholders is considered as
part of the annual minimum dividend (See Note 13). Accordingly such
distributions are treated as dividends for accounting purposes.

  (n) Accounting for Derivatives and Hedging Activities

     In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133 -- Accounting for Derivative
Financial Instruments and Hedging Activities (SFAS 133). The standard, as
amended by SFAS 137 -- Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB 133, and amendment of FASB
Statement No. 133 and SFAS 138 -- Accounting for Certain Derivative Instruments
and Certain Hedging Activities, an amendment of FASB Statement No. 133 (referred
to hereafter as "FAS 133"), is effective for us as from January 1, 2001. FAS 133
requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or in other comprehensive income, depending on
whether the derivative is designated as part of a hedge transaction and, if it
is, depending on the type of hedge relationship. The ineffective portion of all
hedges is recognized in current period earnings. We currently believe that the
initial impact of the adoption of SFAS 133 will not be significant.

  (o) Comprehensive Income

     We have disclosed comprehensive income as part of the Statement of Changes
in Stockholders' Equity, in compliance with SFAS 130 -- "Reporting Comprehensive
Income".

3.  OUR PRIVATIZATION

     In May 1997, we were privatized by the Brazilian Government, which
transferred voting control to Valepar S.A. ("Valepar"). The Brazilian Government
has retained certain rights with respect to our future

                                       F-11

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

decisions and those of Valepar and has also caused us to enter into agreements
which may affect our activities and results of operations in the future. These
rights and agreements are:

     - Preferred Special Share.  The Brazilian Government holds a preferred
       special share of CVRD which confers upon it permanent veto rights over
       changes in our (i) name, (ii) headquarters location, (iii) corporate
       purpose with respect to mineral exploration, (iv) continued operation of
       our integrated iron ore mining systems and (v) certain other matters.

     - Preferred Class A Share of Valepar.  The Brazilian Government holds a
       preferred class A share of Valepar which confers upon it approval rights
       for a period of five years in respect of (i) concentration of ownership
       of Valepar by particular types of investors in excess of prescribed
       limitations and (ii) changes in the Valepar holding company structure
       relating to ownership of our common shares.

     - Shareholder revenue interests.  On July 7, 1997, we issued to
       shareholders of record on April 18, 1997 (including the Brazilian
       Government) revenue interests providing holders thereof with the right to
       receive semi-annual payments based on a percentage of our net revenues
       above threshold production volumes from identified mining resources.
       These instruments are not secured by the corresponding mineral reserves
       and deposits.

     In addition to the preferred special share mentioned above, the National
Treasury and the Banco Nacional de Desenvolvimento Economico e Social - BNDES,
the Government-owned development bank, together currently own 32% of our common
shares and 4% of our preferred shares, which in aggregate represents 22% of our
total capital.

4.  MAJOR ACQUISITIONS

     We made the following acquisitions during the year ended December 31, 2000.
Pro forma information with respect to results of operations is not presented
since the effects are not considered material to an understanding of our
consolidated financial statements.

          (a)  On May 11, 2000, we acquired the entire capital of Mineracao
     SOCOIMEX S.A., a non-public company whose main activity is production and
     commercialization of iron ore, for the total price of $55, being an initial
     cash payment of $47 and two further cash payments of $3 and $5, in 2001 and
     2002, respectively, plus interest based on 89% of the Brazilian Interbank
     Rate through the payment date. The increment of the fair value over the
     book value of SOCOIMEX at the date of purchase was entirely attributable to
     its mineral reserves, which are included in the property, plant and
     equipment. In August 2000 SOCOIMEX was merged into CVRD.

          (b) On May 30, 2000, we acquired 4,026,694,190 common shares and
     4,231,324,374 preferred shares of S.A. Mineracao Trindade -- SAMITRI,
     representing 79.27% of the voting capital and 63.06% of the total capital
     for $520 in cash: becoming the controlling stockholder. At the date of the
     purchase, SAMITRI was a publicly listed Brazilian iron ore mining company,
     which also owned a 51% interest in the voting capital of SAMARCO Mineracao
     S.A., a large iron ore pellets producer (see Note 10). On June 29, 2000, we
     sold 1% of the share capital of SAMARCO to BHP Brasil Ltda. (BHP), a
     subsidiary of The Broken Hill Proprietary Company Limited of Australia, for
     $8, to equalize our shareholdings in the joint venture.

                                       F-12

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

          (c) The assets and liabilities acquired as a result of the above
     transactions and corresponding goodwill were as follows:



                                                     UNCONSOLIDATED   {CONSOLIDATED SUBSIDIARIES}
                                                     JOINT VENTURE    ----------------------------
                                                        SAMARCO         SAMITRI        SOCOIMEX
                                                     --------------   ------------   -------------
                                                                            
Fair value of assets...............................      1,006             293              77
Fair value of liabilities..........................       (450)           (144)            (22)
                                                         -----           -----          ------
Net assets at fair value...........................        556             149              55
                                                         -----           -----          ------
Interest acquired..................................      50.00%          63.06%         100.00%
Fair value of net assets acquired..................        278              94              55
Attributable to minority stockholders of SAMITRI
  (36.94%).........................................       (103)             --              --
Tax benefits.......................................         31              --              --
                                                         -----           -----          ------
Effective interest acquired........................        206              94              55
Purchase price.....................................        252             268              55
                                                         -----           -----          ------
Goodwill...........................................         46             174              --
                                                         =====           =====          ======


          The main assets for which fair values differ from book values are
     inventories and property, plant and equipment. We determined the fair
     values of inventories based on the current replacement costs for raw
     materials and the estimated selling prices for finished goods, net of
     disposal costs and a selling margin. The fair values of property, plant and
     equipment were determined based on current replacement costs for similar
     capacity and the estimated market value of purchased reserves. Deferred
     taxes were recorded for the differences between fair values and tax bases.

          For SAMARCO, SAMITRI and SOCOIMEX inventories were valued at $36, $38
     and $9, respectively, property, plant and equipment were valued at $830,
     $161 and $58, respectively, and the deferred tax liability was $60, $49 and
     $15, respectively.

          We will amortize the goodwill on the SAMITRI and SAMARCO purchases on
     the straight-line basis over a period of 5 years, starting in the second
     half of 2001 when we expect the benefits will begin to be realized. Such
     benefits relate to:

        - reduction in our overall tax burden upon the intended merger of
          SAMITRI into CVRD before the end of 2001.

        - operational economies to be realized through logistic benefits,
          substitution of mines nearing depletion and postponement of
          investments in other mines. The implementation of actions to achieve
          these economies depends, in part, on a revision of our master plan for
          the Southern System, which we expect to be concluded in September
          2001.

          (d) On September 22, 2000 we acquired via public tender a further
     1,014,529,197 common shares and 3,716,344,366 preferred shares of SAMITRI
     bringing our ownership to 99.25% of the voting capital and 99.19% of the
     total capital. The cash cost of this purchase was $180 and resulted in
     additional goodwill of $27, all attributed to SAMARCO.

          (e) In October 2000, we acquired 50% of Gulf Industrial Investment
     Company (GIIC), a pelletizing company located in Bahrain, for $91,
     including goodwill of $20.

                                       F-13

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

5.  INCOME TAXES

     Income taxes in Brazil comprise federal income tax and social contribution,
which is an additional federal tax. The statutory enacted tax rates applicable
in the years presented are as follows:



                                                   YEAR ENDED DECEMBER 31 -- %
                                                 -------------------------------
                                                      2000             1999        1998
                                                 --------------   --------------   -----
                                                                          
Federal income tax.............................           25.00            25.00   25.00
Social contribution(*).........................   9.00 to 12.00    8.00 to 12.00    8.00
                                                 --------------   --------------   -----
Composite tax rate.............................  34.00 to 37.00   33.00 to 37.00   33.00
                                                 ==============   ==============   =====


---------------

(*) As from May 1, 1999 through January 31, 2000, the social contribution rate
    has been increased from 8% to 12% (not enacted). Pursuant to a provisional
    measure, which is valid only for 30 days unless approved by the Congress,
    the social contribution rate will be 9% from February 1, 2000 to December
    31, 2002 and will be reduced to 8% as from January 1, 2003. Since the
    provisional measure is not enacted, the social contribution rate of 8% was
    used to calculate deferred taxes at December 31, 2000.

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



                                                               YEAR ENDED DECEMBER 31
                                                              ------------------------
                                                               2000     1999     1998
                                                              ------   ------   ------
                                                                       
Income before income taxes, equity results, provision for
  losses on equity investments and minority interests.......    745      670      892
                                                               ====     ====     ====
Federal income tax and social contribution expense at
  statutory not enacted rates...............................   (253)    (248)    (294)
Adjustments to derive effective tax rate:
  Tax benefit on interest attributed to stockholders........    222      181      200
  Tax incentives............................................     31       --       --
  Exempt foreign income (losses)............................     69       (4)      23
  Valuation allowance reversal (provision)..................    (51)      37       (2)
     Other non-taxable gains (loss).........................      7        1      (23)
                                                               ----     ----     ----
Federal income tax and social contribution benefit (expense)
  in consolidated financial statements......................     25      (33)     (96)
                                                               ====     ====     ====


     In 2000, we obtained government approval of certain tax incentives relative
to our iron ore and manganese operations in Carajas. The incentives comprise
full income tax exemption on defined production levels up to 2005 and partial
exemption thereafter up to 2013. An amount equal to the tax saving must be
appropriated to a reserve account within stockholders' equity (Note 13) and may
not be distributed in the form of cash dividends.

                                       F-14

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     The major components of the deferred tax accounts in the balance sheet are
as follows:



                                                                 AS OF
                                                              DECEMBER 31
                                                              -----------
                                                              2000   1999
                                                              ----   ----
                                                               
Net current deferred tax assets
  Accrued expenses deductible only when disbursed...........    89     58
     Tax loss carryforwards.................................    --      2
                                                              ----   ----
                                                                89     60
                                                              ====   ====
Long-term deferred tax
Assets
Deferred tax relative to temporary differences :
  Established on the July 1, 1997 change in functional
     currency, less reversals...............................    16     23
  Relative to investments acquired..........................    15     --
Tax-deductible goodwill in business combinations............    96     --
Additional retirement benefits provision, net of
  unrecognized pension obligation...........................   158     84
Tax loss carryforwards......................................   190    214
Other temporary differences.................................     6      1
                                                              ----   ----
                                                               481    322
                                                              ----   ----
Liabilities
Inflationary income.........................................   (32)   (28)
Fair value adjustments in business combinations.............   (61)    --
                                                              ----   ----
                                                               (93)   (28)
                                                              ----   ----
Valuation allowance
Beginning balance...........................................  (178)   (54)
Translation adjustments.....................................    15     17
Additions...................................................   (51)    --
Valuation allowance of ferro alloys subsidiaries............    13   (158)
Reversals...................................................    --     17
                                                              ----   ----
Ending balance..............................................  (201)  (178)
                                                              ----   ----
Net long-term deferred tax assets...........................   187    116
                                                              ====   ====


6.  CASH AND CASH EQUIVALENTS



                                                                  AS OF
                                                               DECEMBER 31
                                                              -------------
                                                              2000    1999
                                                              -----   -----
                                                                
Cash........................................................     28      20
Deposits in local currency..................................    694     338
Deposits in United States dollars...........................    489   1,095
                                                              -----   -----
                                                              1,211   1,453
                                                              =====   =====


                                       F-15

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

7.  ACCOUNTS RECEIVABLE



                                                                 AS OF
                                                              DECEMBER 31
                                                              -----------
                                                              2000   1999
                                                              ----   ----
                                                               
Customers
  Domestic..................................................  198    195
  Export, all denominated in United States dollars..........  312    280
                                                              ---    ---
                                                              510    475
Allowance for doubtful accounts.............................  (14)   (13)
Allowance for ore weight credits............................   (6)    (5)
                                                              ---    ---
Total.......................................................  490    457
                                                              ===    ===


     Accounts receivable from customers in the steel industry amount to 16.3%
and 14.5% of domestic receivables (export receivables -- 78.8% and 80.8%) at
December 31, 2000 and 1999, respectively. No single customer accounted for more
than 10% of total revenues in any of the years presented.

8.  INVENTORIES



                                                                 AS OF
                                                              DECEMBER 31
                                                              -----------
                                                              2000   1999
                                                              ----   ----
                                                               
Finished products
  Iron ore..................................................  100     57
  Gold......................................................    4      9
  Manganese.................................................    7     22
  Ferro alloys..............................................   32     31
  Others....................................................   34     20
Spare parts and maintenance supplies........................  129    105
                                                              ---    ---
                                                              306    244
                                                              ===    ===


                                       F-16

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

9.  PROPERTY, PLANT AND EQUIPMENT

  a) Per Business Area:



                                           AS OF DECEMBER 31, 2000        AS OF DECEMBER 31, 1999
                                         ----------------------------   ----------------------------
                                                 ACCUMULATED                    ACCUMULATED
                                         COST    DEPRECIATION    NET    COST    DEPRECIATION    NET
                                         -----   ------------   -----   -----   ------------   -----
                                                                             
Ferrous
  Ferrous -- Southern System
     Mining............................  1,096        533         563     969        560         409
     Railroads.........................  1,022        513         509   1,110        574         536
     Marine terminals..................    157        102          55     184        115          69
                                         -----      -----       -----   -----      -----       -----
                                         2,275      1,148       1,127   2,263      1,249       1,014
  Ferrous -- Northern System
     Mining............................    691        310         381     783        333         450
     Railroads.........................  1,206        439         767   1,289        457         832
     Marine terminals..................    222        108         114     229        112         117
                                         -----      -----       -----   -----      -----       -----
                                         2,119        857       1,262   2,301        902       1,399
     Pelletizing.......................    194        123          71     190        125          65
     Ferro alloys......................    278        140         138     295        152         143
     Energy............................     77          4          73      81          2          79
     Construction in progress..........    406         --         406     250         --         250
                                         -----      -----       -----   -----      -----       -----
                                         5,349      2,272       3,077   5,380      2,430       2,950
                                         -----      -----       -----   -----      -----       -----
Non-Ferrous
  Potash...............................     47         16          31      48         14          34
  Gold.................................    295        132         163     323        134         189
  Kaolin...............................     91         12          79     153         18         135
  Research and projects................     19         10           9      21         10          11
  Construction in progress.............     43         --          43      31         --          31
                                         -----      -----       -----   -----      -----       -----
                                           495        170         325     576        176         400
                                         -----      -----       -----   -----      -----       -----
Logistics
  General cargo........................    349        173         176     371        177         194
  Maritime transportation..............    351        167         184     361        158         203
  Construction in progress.............     14         --          14       7         --           7
                                         -----      -----       -----   -----      -----       -----
                                           714        340         374     739        335         404
                                         -----      -----       -----   -----      -----       -----
Holdings
  Pulp and paper.......................     70         26          44      96         33          63
                                         -----      -----       -----   -----      -----       -----
Corporate Center
  Corporate............................     41         15          26      35         14          21
  Construction in progress.............      4         --           4      10         --          10
                                         -----      -----       -----   -----      -----       -----
                                            45         15          30      45         14          31
                                         -----      -----       -----   -----      -----       -----
Total..................................  6,673      2,823       3,850   6,836      2,988       3,848
                                         =====      =====       =====   =====      =====       =====


                                       F-17

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

  b) PER TYPE OF ASSETS:



                                           AS OF DECEMBER 31, 2000        AS OF DECEMBER 31, 1999
                                         ----------------------------   ----------------------------
                                                 ACCUMULATED                    ACCUMULATED
                                         COST    DEPRECIATION    NET    COST    DEPRECIATION    NET
                                         -----   ------------   -----   -----   ------------   -----
                                                                             
Land and buildings.....................    824        289         535     899        317         582
Installations..........................  1,634        885         749   1,806        976         830
Equipment..............................    597        290         307     519        259         260
Ships..................................    348        165         183     358        156         202
Railroads..............................  1,741        770         971   2,043        947       1,096
Mine development costs.................    326         83         243     303         64         239
Others.................................    736        341         395     610        269         341
                                         -----      -----       -----   -----      -----       -----
                                         6,206      2,823       3,383   6,538      2,988       3,550
Construction in progress...............    467         --         467     298         --         298
                                         -----      -----       -----   -----      -----       -----
Total..................................  6,673      2,823       3,850   6,836      2,988       3,848
                                         =====      =====       =====   =====      =====       =====


     Losses on disposals of property, plant and equipment totaled $47, $23 and
$64 in 2000, 1999 and 1998, respectively. In 2000 and 1999, disposals mainly
relate to sales of trucks, locomotives and other equipment which were replaced
in the normal course of business. In 1998, additional losses of $28 were
incurred with respect to closure of the Serra Leste gold mine and $13 on sale of
two ships.

10.  INVESTMENTS



                                                                 AS OF DECEMBER 31
                                 ----------------------------------------------------------------------------------
                                                     2000                         INVESTMENTS    EQUITY ADJUSTMENTS
                                 ---------------------------------------------   -------------   ------------------
                                                                  NET INCOME
                                 PARTICIPATION IN       NET       (LOSS) FOR
                                    CAPITAL(%)       EQUITY(1)    THE YEAR(1)    2000    1999    2000   1999   1998
                                 -----------------   ---------   -------------   -----   -----   ----   ----   ----
                                 VOTING     TOTAL
                                 -------   -------
                                                                                    
Investments in Affiliated
  Companies and Joint Ventures
STEEL
  Usinas Siderurgicas de Minas
    Gerais SA -- USIMINAS(2)...   22.99     11.46      1,213           61          225     255     7     (13)   10
  Companhia Siderurgica
    Nacional -- CSN(3)(7)......   10.33     10.33      1,621          129          167     134    13       3    39
  Companhia Siderurgica de
    Tubarao -- CST(4)..........   20.51     22.85      1,179           99          269     248    22      (5)   19
  California Steel Industries
    Inc -- CSI.................   50.00     50.00        238           34          119     110    17      22    14
PAPER AND PULP
  Celulose Nipo-Brasileira
    SA -- CENIBRA..............   50.67     51.48        407          129          210     177    66      (4)    6
  Bahia-Sul Celulose
    SA -- BSC..................   50.00     32.00        506          131          162     141    42      13   (28)
  Celmar SA -- Industria de
    Celulose e Papel(5)........   85.00     85.00         25           --           22      19    --      --    --


                                       F-18

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)



                                                                 AS OF DECEMBER 31
                                 ----------------------------------------------------------------------------------
                                                     2000                         INVESTMENTS    EQUITY ADJUSTMENTS
                                 ---------------------------------------------   -------------   ------------------
                                                                  NET INCOME
                                 PARTICIPATION IN       NET       (LOSS) FOR
                                    CAPITAL(%)       EQUITY(1)    THE YEAR(1)    2000    1999    2000   1999   1998
                                 -----------------   ---------   -------------   -----   -----   ----   ----   ----
                                 VOTING     TOTAL
                                 -------   -------
                                                                                    
ALUMINUM AND BAUXITE
  Mineracao Rio do Norte SA --
    MRN........................   40.00     40.00        383           91          153     145    36      10    28
  Valesul Aluminio SA --
    VALESUL....................   54.51     54.51         80           21           44      41    12      --    16
  Aluminio Brasileiro SA --
    ALBRAS.....................   51.00     51.00         --           --           --      --    --      --   (25)
  Alumina do Norte do Brasil
    SA -- ALUNORTE.............   50.28     49.29        102           23           80     105    11      --    --
PELLETS
  Companhia Nipo-Brasileira de
    Pelotizacao -- NIBRASCO....   51.11     51.00         54           22           28      39    11      10    11
  Companhia Hispano-Brasileira
    de Pelotizacao --
    HISPANOBRAS................   51.00     50.89         42           17           21      21     9       7     9
  Companhia Coreano Brasileira
    de Pelotizacao --
    KOBRASCO...................   50.00     50.00         24            3           12      12     2     (11)   (5)
  Companhia Italo-Brasileira de
    Pelotizacao -- ITABRASCO...   51.00     50.90         32           13           16      17     7       7     5
  Gulf Industrial Investment
    Company -- GIIC............   50.00     50.00        186            2           93      --     1      --    --
  SAMARCO Mineracao SA.........   50.00     50.00        519           30          325      --    15      --    --
OTHERS
  Fertilizantes Fosfaltados
    SA -- FOSFERTIL(6).........   10.96     10.96        281           48           31      33     5       7     6
  Salobo Metais SA(5)..........   50.00     50.00         50           --           25      27    --      --    --
  Ferrovia Centro-Atlantica
    SA -- FCA..................   20.00     45.65        131          (67)          82      --   (30)     --     0
  Vale Usiminas Participacoes
    SA -- VUPSA(8).............                                        --           --      --    --      --   (15)
  Para Pigmentos SA(8).........                                        --           --      --    --      --    (8)
  Others.......................                                                    111      96    21      (5)   (2)
                                                                                 -----   -----   ---    ----   ---
                                                                                 2,195   1,620   267      41    80
Investments at cost
  ACOMINAS.....................    2.28      2.28                                   --      29    --      --    --
  SIDERAR (market value $42 in
    2000 -- $69 in 1999).......    4.85      4.85                                   15      15    --      --    --
  Unrealized holding gains on
    equity security............                                                     27      54    --      --    --
  Others.......................                                                      7       8    --      --    --
                                                                                 -----   -----   ---    ----   ---
                                                                                 2,244   1,726   267      41    80
                                                                                 =====   =====   ===    ====   ===
Change in provision for losses
  on equity investments:
  Para Pigmentos SA(8).........                                                                   --     (15)   --


                                       F-19

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)



                                                                 AS OF DECEMBER 31
                                 ----------------------------------------------------------------------------------
                                                     2000                         INVESTMENTS    EQUITY ADJUSTMENTS
                                 ---------------------------------------------   -------------   ------------------
                                                                  NET INCOME
                                 PARTICIPATION IN       NET       (LOSS) FOR
                                    CAPITAL(%)       EQUITY(1)    THE YEAR(1)    2000    1999    2000   1999   1998
                                 -----------------   ---------   -------------   -----   -----   ----   ----   ----
                                 VOTING     TOTAL
                                 -------   -------
                                                                                    
  Cia Ferrotoviaria do
    Nordeste...................                                                                   (4)     (4)   --
  Vale Usiminas Participacoes
    S.A. -- VUPSA(8)...........                                                                   --     (56)   --
  Aluminio Brasileiro S.A. --
    ALBRAS.....................                                                                   66    (104)   --
  Alumina do Norte do Brasil
    S.A. -- ALUNORTE...........                                                                   --     (89)   21
                                                                                                 ---    ----   ---
                                                                                                  62    (268)   21
                                                                                                 ===    ====   ===


---------------
(1) Based on US GAAP financial statements.

(2) Value based on quoted market price at December 31, 2000 is $75.

(3) Value based on quoted market price at December 31, 2000 is $218.

(4) Value based on quoted market price at December 31, 2000 is $129.

(5) Development state enterprises.

(6) Value based on quoted market price at December 31, 2000 is $47.

(7) In 2000, based on September 30 financial statements.

(8) Consolidated as from 1999 upon increase in ownership to over 50%.

     Goodwill included in the above investments is as follows:



                                                                                     AS OF
                                                 ORIGINAL TERM      REMAINING     DECEMBER 31
                                                OF AMORTIZATION    AMORTIZATION   -----------
INVESTEE                                            (YEARS)          (YEARS)      2000   1999
--------                                        ----------------   ------------   ----   ----
                                                                             
Usinas Siderurgicas de Minas Gerais S.A. --
  USIMINAS....................................         20               10         86    103
Alumina do Norte do Brasil S.A. -- ALUNORTE...         35               35         30     78
SAMARCO Mineracao S.A.........................          5                5         66     --
Ferrovia Centro-Atlantica S.A. -- FCA.........         30               26         22     --
Gulf Industrial Investment Company -- GIIC....         20               20         20     --
                                                                                  ---    ---
                                                                                  224    181
                                                                                  ===    ===


                                       F-20

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     The combined financial position and results of operations of the Company's
affiliates in the steel sector is as follows:



                                                                STEEL SECTOR
                                                                 AFFILIATES
                                                                 (COMBINED)
                                                              AS OF DECEMBER 31
                                                              -----------------
                                                               2000      1999
                                                              -------   -------
                                                                  
Balance sheet
Current assets..............................................   3,094     3,013
  Noncurrent assets.........................................  10,231    10,542
  Current liabilities.......................................  (2,695)   (3,626)
  Noncurrent liabilities....................................  (5,094)   (4,314)
  Purchase accounting adjustments...........................  (1,285)   (1,615)
                                                              ------    ------
  Stockholders' equity......................................   4,251     4,000
                                                              ======    ======
  Investments...............................................     780       747
                                                              ======    ======




                                                             STEEL SECTOR AFFILIATES
                                                                    (COMBINED)
                                                              YEAR ENDED DECEMBER 31
                                                             ------------------------
                                                              2000     1999     1998
                                                             ------   ------   ------
                                                                      
Statement of operations
Net sales..................................................   4,581    4,174    5,095
  Cost and expenses........................................  (4,082)  (4,790)  (4,351)
  Purchase accounting adjustments..........................      24       83       26
                                                             ------   ------   ------
  Income before income taxes...............................     523     (533)     770
  Income taxes.............................................    (199)     556      (58)
                                                             ------   ------   ------
  Net income...............................................     324       23      712
                                                             ======   ======   ======
  Equity adjustments.......................................      59        7       82
                                                             ======   ======   ======


     Information with respect to other major affiliates' financial position and
results of operations is as follows:



                                                                   AS OF DECEMBER 31
                                             -------------------------------------------------------------
                                               ALUNORTE         ALBRAS            MRN             BSC
                                             -------------   -------------   -------------   -------------
                                             2000    1999    2000    1999    2000    1999    2000    1999
                                             -----   -----   -----   -----   -----   -----   -----   -----
                                                                             
Balance Sheet
  Current assets...........................    130      74     128     145      90      99     164     144
  Noncurrent assets........................    505     531     627     632     349     346     857     923
  Current liabilities......................    (79)   (123)   (247)   (321)    (19)    (33)   (232)   (299)
  Noncurrent liabilities...................   (454)   (446)   (538)   (620)    (37)    (49)   (283)   (328)
                                             -----   -----   -----   -----   -----   -----   -----   -----
  Stockholders' equity.....................    102      36     (30)   (164)    383     363     506     440
                                             =====   =====   =====   =====   =====   =====   =====   =====
Company's participation....................  49.29%  74.06%  51.00%  51.00%  40.00%  40.00%  32.00%  32.00%
                                             -----   -----   -----   -----   -----   -----   -----   -----
Investments................................     50      27     (15)    (84)    153     145     162     141
                                             =====   =====   =====   =====   =====   =====   =====   =====


                                       F-21

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)



                                                           YEAR ENDED DECEMBER 31
                       -----------------------------------------------------------------------------------------------
                              ALUNORTE                 ALBRAS                    MRN                     BSC
                       ----------------------   ---------------------   ---------------------   ----------------------
                       2000    1999     1998    2000    1999    1998    2000    1999    1998    2000    1999     1998
                       -----   -----    -----   -----   -----   -----   -----   -----   -----   -----   -----    -----
                                                                             
Statement of
  Operations
  Net sales..........    322     253      268     551     459     452     217     205     224     402     326      288
  Costs and
    expenses.........   (327)   (446)(*)  (286)  (452)   (755)   (535)   (109)   (156)   (136)   (274)   (397)(*)  (380)
  Income (loss)
    before income
    taxes............     (5)   (193)     (18)     99    (296)    (83)    108      49      88     128     (71)     (92)
  Income taxes.......     28      56       57      30      93      33     (17)    (23)    (19)      3     112(**)    --
                       -----   -----    -----   -----   -----   -----   -----   -----   -----   -----   -----    -----
  Net income (loss)..     23    (137)      39     129    (203)    (50)     91      26      69     131      41      (92)
                       =====   =====    =====   =====   =====   =====   =====   =====   =====   =====   =====    =====
Company's
  participation......  49.29%  65.82%   53.61%  51.00%  51.00%  51.00%  40.00%  40.00%  40.00%  32.00%  32.00%   30.48%
Participation in
  results............     11     (89)      21      66    (104)    (25)     36      10      28      42      13      (28)
Change in provision
  for losses.........     --      89      (21)    (66)    104      --      --      --      --      --      --       --
                       -----   -----    -----   -----   -----   -----   -----   -----   -----   -----   -----    -----
Equity adjustments...     11      --       --      --      --     (25)     36      10      28      42      13      (28)
                       =====   =====    =====   =====   =====   =====   =====   =====   =====   =====   =====    =====


---------------

 (*) Includes exchange losses of $213 (ALUNORTE), $378 (ALBRAS), and $127 (BSC)
     for the year ended December 31, 1999 -- see Note 20

(**) Includes $19 of tax benefit on 1999 losses and $93 of valuation allowance
     reversal relative to prior year losses

                                       F-22

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     The provision for losses on equity investments of $21 and $87 at December
31, 2000 and 1999, respectively, relates to our investments in affiliates which
have reported negative stockholders' equity in their financial statements
prepared in accordance with US GAAP and in circumstances where we have assumed
commitments to fund our share of the accumulated losses, if necessary, through
additional capital contributions or other means. Accordingly we (a) first reduce
the value of the investment to zero and (b) subsequently provide for our portion
of negative equity. The provision is comprised as follows:



                                                  AS OF DECEMBER 31
                             -----------------------------------------------------------
                                             CIA
                                         FERROVIARIA
                               PARA          DO
                             PIGMENTOS    NORDESTE     VUPSA   ALBRAS   ALUNORTE   TOTAL
                             ---------   -----------   -----   ------   --------   -----
                                                                 
Provision at January 1,
  1999.....................      --          --          --       --       (9)       (9)
Change in
  provision -- results.....     (15)         (4)        (56)    (104)     (89)     (268)
                                ---          --         ---     ----      ---      ----
                                (15)         (4)        (56)    (104)     (98)     (277)
Cumulative translation
  adjustment...............      --          --          10       21       (7)       24
Payment of capital.........                                                76        76
Elimination upon
  consolidation in 1999....      15          --          46       --       --        61
Effect of capitalization of
  interest-free
  debentures...............      --          --          --       --       29        29
                                ---          --         ---     ----      ---      ----
PROVISION AT DECEMBER 31,
  1999.....................      --          (4)         --      (83)      --       (87)
Change in
  provision -- results.....      --          (4)         --       66       --        62
                                ---          --         ---     ----      ---      ----
                                 --          (8)         --      (17)      --       (25)
Cumulative translation
  adjustment...............      --           1          --        2       --         3
Payment of capital.........      --           1          --       --       --         1
                                ---          --         ---     ----      ---      ----
PROVISION AT DECEMBER 31,
  2000.....................      --          (6)         --      (15)      --       (21)
                                ===          ==         ===     ====      ===      ====


                                       F-23

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     Our participation in ALUNORTE (49.29% at December 31, 2000) changed several
times during the periods presented, but we did not consolidate the financial
statements of this investee due to the temporary nature of our increased
holding. Movements on the investment account and related provision during 1999
and 2000 are as follows:



                                               TOTAL           ALUNORTE
                                             SHARES OF       SHARES OWNED
                                              ALUNORTE         BY CVRD       INVESTMENT   GOODWILL   PROVISION   NET
                                           --------------   --------------   ----------   --------   ---------   ---
                                           (IN THOUSANDS)   (IN THOUSANDS)
                                                                                               
Balance January 1, 1999..................     325,107           174,279          --          --         (9)       (9)
Purchase of additional participation:              --
  January 1999...........................     453,921           124,491          68          48          9       125
  December 1999..........................     598,184           144,263          55          30         --        85
Participation in 1999 losses.............                                       (89)                             (89)
Translation adjustment...................                                        (7)                              (7)
                                              -------          --------         ---         ---         --       ---
BALANCE DECEMBER 31, 1999................     598,184           443,033          27          78         --       105
Sale of participation in January 2000....     598,184          (124,491)         (7)        (48)        --       (55)
Changes in participation-subscriptions by
  other shareholders.....................                                        19                     --        19
Capital call.............................     673,494            13,437           5                                5
Participation in 2000 net income.........                                        11                               11
Translation adjustment...................                                        (5)                              (5)
                                              -------          --------         ---         ---         --       ---
BALANCE DECEMBER 31, 2000................     673,494           331,979          50          30         --        80
                                              =======          ========         ===         ===         ==       ===


     On January 14, 2000 we entered into a structured transaction with an
unrelated party to sell both a 20.81% of the capital of ALUNORTE and a
beneficial interest in 8% of the capital of MRN owned by us for a total of $164,
resulting in a net gain to us of $54, recorded in other operating income, as
follows:




                                                           
Book value of 124,491 thousand shares of ALUNORTE sold......    7
Goodwill amortized..........................................   48
Book value of beneficial interest in 8% of MRN..............   --
                                                              ---
Cash received by us.........................................   55
  On transfer of ALUNORTE shares............................   44
  On issue and sale of Perpetual Notes......................  120
Fair value of Perpetual Notes...............................  (55)
                                                              ---
Gain recognized on the transaction..........................   54
                                                              ===


     The Perpetual Notes are exchangeable for 48 billion preferred shares of the
affiliate MRN (initially equivalent to 8% of the total number of shares of MRN
owned by us). Interest is payable on the Notes in an amount equal to dividends
paid on the underlying preferred shares, relative to periods starting as from
the 2000 fiscal year. The Notes may be redeemed at our option or the Noteholders
at any time by transfer of the underlying preferred shares to the Noteholders,
providing the rights of pre-emption of the existing shareholders of MRN have
been waived or have expired. Redemption by transfer of the underlying net assets
of MRN is compulsory if certain events occur, including the liquidation or
merger of MRN or the transfer of MRN's asset and liabilities to a consortium
formed by its shareholders to take over the operations of MRN. In the event of
early termination the Notes may be redeemed, at the option the Noteholders, in
lieu of transfer of the shares, for a cash sum equal to $48 plus the net present
value of average annual earnings declared and paid by MRN for the three years
immediately preceding such

                                       F-24

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

termination multiplied by 20 and discounted by 10% per year. This latter amount
represents a fair value of $55.

     On October 6, 2000, with the objective of financing part of the expansion
in its alumina production capacity from 1,5 million tons to 2,3 million tons per
year, ALUNORTE called a capital increase of $126, to be paid up in 6
installments. ALUVALE contributed only $5 to the first of these installments
($15), changing its stockholding interest to 49.29%.

     During 1999 our 50%-owned affiliate VUPSA incurred significant losses, of
which we recognized our portion of $56 through the provision for losses on
equity investments. In December 1999 we acquired the remaining 50% of VUPSA in
exchange for the transfer of amounts owed to the seller from subsidiaries of
VUPSA amounting to $126, resulting in negative goodwill of $86. At December 31,
1999 the balance sheet of VUPSA has been consolidated and the negative goodwill
used to reduce the carrying value of VUPSA's property, plant and equipment.

     In 2000, we acquired a further 34.41% of Ferrovia Centro-Atlantica S.A.,
for $25, bringing our participation to 45.65%.

     Dividends received from investees aggregated $133, $64 and $116 in 2000,
1999 and 1998 respectively.

11.  SHORT-TERM DEBT

     Our short-term borrowings are principally from commercial banks and include
import and export financing denominated in United States dollars, as follows:



                                                                 AS OF
                                                              DECEMBER 31
                                                              -----------
                                                              2000   1999
                                                              ----   ----
                                                               
Export......................................................  370    614
Import......................................................   11     21
Working Capital.............................................   68     14
                                                              ---    ---
                                                              449    649
                                                              ===    ===


     Average annual interest rates on short-term borrowings were 8.18% and 7.13%
in 2000 and 1999, respectively.

                                       F-25

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

12.  LONG-TERM DEBT



                                                                 AS OF DECEMBER 31
                                                            ---------------------------
                                                              CURRENT       LONG-TERM
                                                            LIABILITIES    LIABILITIES
                                                            -----------   -------------
                                                            2000   1999   2000    1999
                                                            ----   ----   -----   -----
                                                                      
Foreign debt
  Loans and financing contracted in the following
     currencies, maturing up to 2011:
     United States dollars................................  170    336      965     576
     Japanese Yen.........................................   10     11        4       5
     Others...............................................    2      2        4       6
Fixed Rate Notes -- US$ denominated.......................   --     --      500     500
Export Securitization -- US$ denominated..................   --     --      300      --
Perpetual Notes...........................................   --     --       55      --
Accrued charges...........................................   41     28       --      --
                                                            ---    ---    -----   -----
                                                            223    377    1,828   1,087
                                                            ---    ---    -----   -----
Local debt
  Indexed by Long-Term Interest Rate -- TJLP maturing up
     to 2002..............................................    6      6       10      20
  Indexed by General Price Index-Market (IGPM) maturing up
     to 2005..............................................   21     38       49      66
  Basket of currencies....................................   15      9       51      52
  Capital Lease...........................................    1      1       --      --
  Shareholder revenue interests (Note 2)..................   --     --        3       4
  Indexed by US dollars...................................   11     55       24      61
  Accrued charges.........................................    3      2       --      --
                                                            ---    ---    -----   -----
                                                             57    111      137     203
                                                            ---    ---    -----   -----
Total.....................................................  280    488    1,965   1,290
                                                            ===    ===    =====   =====


     The long-term portion at December 31, 2000 becomes due in the following
years:




                                                           
2002........................................................    181
2003........................................................    625
2004........................................................    580
2005........................................................    170
2006........................................................    107
2007 and thereafter.........................................    247
No due date (Perpetual notes)...............................     55
                                                              -----
                                                              1,965
                                                              =====


                                       F-26

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     At December 31, 2000 annual interest rates on long-term debt were as
follows:




                                                           
Up to 7%....................................................    410
7.1% to 9%..................................................  1,183
9.1% to 11%.................................................    538
Over 11%....................................................     59
Variable (Perpetual notes)..................................     55
                                                              -----
                                                              2,245
                                                              =====


     The indexes applied to debt and respective percentage variations in each
year were as follows:



                                                              2000   1999    1998
                                                              ----   -----   ----
                                                                    
TJLP -- Long-Term Interest Rate (effective rate)............  4.56    6.92   5.41
IGP-M -- General Price Index -- Market......................  9.95   20.10   1.78
United States Dollar........................................  9.30   48.01   8.27


     Long-term debt at December 31, 2000 is guaranteed or secured as follows:



                                                              AMOUNT OF
                                                              GUARANTEE
                                                              ---------
                                                           
Federal Government guarantee (for which we have provided
  counter-guarantees).......................................     353
Shares and securities given in guarantee....................      28
Ships.......................................................      69


     In October 2000 we issued $300 under a US dollar -- denominated export
securitization program, divided into three tranches as follows:



                                                       TENOR    GRACE PERIOD   EFFECTIVE RATE
                                             AMOUNT   (YEARS)     (YEARS)           P.A.
                                             ------   -------   ------------   --------------
                                                                   
Tranche 1..................................    25        7           2                8.682%
Tranche 2..................................   125        7           2           Libor+0.65%
Tranche 3..................................   150       10           3                8.926%
                                              ---
                                              300
                                              ===


     Tranche 2 is guaranteed by an insurance contract with a major U.S.
insurance company.

13.  STOCKHOLDERS' EQUITY

     Each holder of common and preferred class A stock is entitled to one vote
for each share on all matters that come before a stockholders' meeting, except
for the election of the Board of Directors, which is restricted to the holders
of common stock. As described in Note 3, the Brazilian Government holds a
preferred special share which confers on it permanent veto rights over certain
matters.

     The Board of Directors authorized the acquisition of up to 9,832,691 of our
own preferred class A shares, to remain in treasury for subsequent disposal or
cancellation. As of December 31, 2000, 3,659,311 shares had been acquired, at an
average weighted unit cost of R$20,83 (minimum cost of R$14,02 and maximum of
R$24,19).

     Both common and preferred stockholders are entitled to receive a dividend
of at least 25% of annual net income, upon approval at the annual stockholders'
meeting. In the case of preferred stockholders, this dividend cannot be less
than 6% of the preferred capital as stated in the statutory accounting records.
With respect to each of 2000, 1999 and 1998 we distributed dividends to
preferred stockholders in excess of this limit. Interest attributed to
stockholders as from January 1, 1996 is considered part of the minimum dividend.

                                       F-27

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     Brazilian law permits the payment of cash dividends only from retained
earnings as stated in the statutory accounting records and such payments are
made in Reais. At December 31, 2000, we had no undistributed retained earnings.
In addition appropriated retained earnings at December 31, 2000 includes $2,420,
related to the unrealized income and expansion reserves, which could be freely
transferred to retained earnings and paid as dividends, if approved by the
stockholders.

     No withholding tax is payable on distribution of profits earned as from
January 1, 1996, except for distributions in the form of interest attributed to
stockholders as explained in Note 2(m).

     Brazilian laws and our by-laws require that certain appropriations be made
from retained earnings to reserve accounts on an annual basis, all determined in
accordance with amounts stated in the statutory accounting records, as detailed
below:



                                                               YEAR ENDED DECEMBER 31
                                                              ------------------------
                                                               2000     1999     1998
                                                              ------   ------   ------
                                                                       
Appropriated retained earnings
  Unrealized income reserve
     Balance January 1......................................  1,062    1,636    1,850
     Transfer to retained earnings..........................   (188)    (574)    (214)
                                                              -----    -----    -----
     Balance December 31....................................    874    1,062    1,636
  Expansion reserve
     Balance January 1......................................  1,367    1,685    1,936
     Transfer to capital stock..............................     --       --     (469)
     Transfer (to) from retained earnings...................    179     (318)     218
                                                              -----    -----    -----
     Balance December 31....................................  1,546    1,367    1,685
  Legal reserve
     Balance January 1......................................    284      368      352
     Transfer (to) from retained earnings...................     23      (84)      16
                                                              -----    -----    -----
     Balance December 31....................................    307      284      368
  Fiscal incentive depletion reserve
     Balance January 1......................................    842    1,246    1,349
     Transfer to retained earnings..........................    (71)    (404)    (103)
                                                              -----    -----    -----
     Balance December 31....................................    771      842    1,246
  Fiscal incentive investment reserve
     Balance January 1......................................     12      277      300
     Transfer to capital stock..............................     --     (187)      --
     Transfer to retained earnings..........................     27      (78)     (23)
                                                              -----    -----    -----
     Balance December 31....................................     39       12      277
  Development reserve Balance January 1.....................     --       --       19
     Transfer to capital stock..............................     --       --      (19)
                                                              -----    -----    -----
     Balance December 31....................................     --       --       --
                                                              -----    -----    -----
Total appropriated retained earnings........................  3,537    3,567    5,212
                                                              =====    =====    =====


     The purpose and basis of appropriation to such reserves is as follows:

     - Unrealized income reserve -- this represents principally inflationary
       profit up to December 31, 1995 and our share of the earnings of
       affiliates and joint ventures, not yet received in the form of cash
       dividends.

                                       F-28

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     - Expansion reserve -- this is a general reserve for expansion of our
       activities.

     - Legal reserve -- this reserve is a requirement for all Brazilian
       corporations and represents the appropriation of 5% of annual net income
       under Brazilian GAAP up to a limit of 20% of capital stock under
       Brazilian GAAP.

     - Fiscal incentive depletion reserve -- this represents an additional
       amount relative to mineral reserve depletion equivalent to 20% of the
       sales price of mining production, which is deductible for tax purposes
       providing an equivalent amount is transferred from retained earnings to
       the reserve account. This fiscal incentive expired in 1996.

     - Fiscal incentive investment reserve -- this reserve results from an
       option to designate a portion of income tax otherwise payable for
       investment in government approved projects and is recorded in the year
       following that in which the taxable income was earned. As from 2000, this
       reserve also contemplates the tax incentives described in Note 5.

     - Development reserve -- this was a general reserve for assisting economic
       and social development in areas in which we operate. During 1998, this
       reserve was extinguished by transfer to capital stock.

14. PENSION PLAN

     Since 1973 we have sponsored a defined benefit pension plan (the "Old
Plan") covering substantially all employees, with benefits based on years of
service, salary and social security benefits. This plan is administered by
Fundacao Vale do Rio Doce de Seguridade Social -- VALIA and was funded by
monthly contributions made by us and our employees, calculated based on periodic
actuarial appraisals.

     In May 2000, we implemented a new pension plan, which is primarily a
defined contribution plan with a defined benefit feature relative to service
prior to May 2000 (the "New Plan"), and offered our active employees the
opportunity of transferring to the New Plan. Over 98% of our active employees
opted to transfer to the New Plan. The Old Plan will continue in existence,
covering almost exclusively retired participants and their beneficiaries.

     The following information details the status of the defined benefit
elements of our plans in accordance with SFAS 132 -- "Employers' Disclosure
about Pensions and Other Postretirement Benefits":

  (a) CHANGE IN BENEFIT OBLIGATION



                                                                  AS OF
                                                               DECEMBER 31
                                                              --------------
                                                              2000     1999
                                                              -----    -----
                                                                 
Benefit obligation at beginning of year.....................  1,440    2,102
Service cost................................................     10       31
Interest cost...............................................     91      126
Benefits paid...............................................   (109)    (107)
Plan amendments.............................................    (13)      --
Effect of exchange rate changes.............................    (65)    (734)
Actuarial loss..............................................    242       22
                                                              -----    -----
Benefit obligation at end of year...........................  1,596    1,440
                                                              =====    =====


     The actuarial loss of $242 in 2000 is mainly due to the adoption of a new
mortality table which is considered to better reflect the current life
expectancy of the plan participants.

                                       F-29

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

  (b) CHANGE IN PLAN ASSETS



                                                                  AS OF
                                                               DECEMBER 31
                                                              --------------
                                                              2000     1999
                                                              -----    -----
                                                                 
Fair value of plan assets at beginning of year..............  1,231    1,402
Actual return on plan assets................................    128      345
Employer contributions......................................     34       27
Employee contributions......................................      5       15
Benefits paid...............................................   (109)    (107)
Effect of exchange rate changes.............................   (100)    (451)
                                                              -----    -----
Fair value of plan assets at end of year....................  1,189    1,231
                                                              =====    =====


     Plan assets at December 31, 2000 include $95 of portfolio investments in
our own shares ($93 at December 31, 1999) and $9 of shares of related parties
($1 at December 31, 1999), as well as $480 of Federal Government Securities
($439 at December 31, 1999).

  (c)  ACCRUED PENSION COST LIABILITY



                                                                 AS OF
                                                              DECEMBER 31
                                                              -----------
                                                              2000   1999
                                                              ----   ----
                                                               
Funded status, excess of benefit obligation over plan
  assets....................................................   407    209
Unrecognized net transitory obligation......................  (125)  (165)
Unrecognized net actuarial gains (loss).....................  (152)    88
                                                              ----   ----
Accrued pension cost liability..............................   130    132
                                                              ====   ====


  (d)  RECOGNITION OF ADDITIONAL MINIMUM LIABILITY



                                                                 AS OF
                                                              DECEMBER 31
                                                              -----------
                                                              2000   1999
                                                              ----   ----
                                                               
Accrued pension cost liability..............................  130    132
Unrecognized pension obligation, limited to unrecognized net
  transitory obligation.....................................  125     64
Additional amount recognized in stockholders' equity........  151     --
                                                              ---    ---
Minimum liability...........................................  406    196
                                                              ===    ===


  (e)  ASSUMPTIONS USED IN EACH PERIOD



                                                                 2000         1999
                                                              ----------   ----------
                                                                     
Discount rate...............................................     6% p.a.      6% p.a.
Expected return on plan assets..............................     6% p.a.      6% p.a.
Rate of compensation increase...............................  1.82% p.a.   1.82% p.a.


                                       F-30

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     Net pension cost includes the following components:



                                                               YEAR ENDED DECEMBER 31
                                                              ------------------------
                                                               2000     1999     1998
                                                              ------   ------   ------
                                                                       
Service cost -- benefits earned during the period...........     10       31       52
Interest cost on projected benefit obligation...............     91      126      126
Actual return on assets.....................................   (128)    (345)    (104)
Amortization of initial transitory obligation...............     15       17       24
Net deferral................................................     58      241       17
                                                               ----     ----     ----
                                                                 46       70      115
Employee contributions......................................     (5)     (15)     (27)
                                                               ----     ----     ----
Net periodic pension cost...................................     41       55       88
                                                               ====     ====     ====


     The cost recognized in 2000 relative to the defined contribution element of
the New Plan was $3.

     In addition to benefits provided under our pension plans accruals have been
made relative to supplementary benefits extended in previous periods as part of
early-retirement programs. Such accruals included in long-term liabilities
totalled $185 and $118, at December 31, 2000 and 1999, respectively, plus $30
and $19 in current liabilities.

15.  COMMITMENTS AND CONTINGENCIES

     (a) At December 31, 2000, we had extended guarantees for borrowings
obtained by affiliates and joint ventures in the amount of $833, of which $637
is denominated in United States dollars and the remaining $196 in local
currency. These guarantees include $372 relative to ALBRAS and $75 relative to
ALUNORTE (see Note 10).

     (b) CVRD and its subsidiaries are defendants in numerous legal actions in
the normal course of business. Based on the advice of its legal counsel,
management believes that the provision made against contingent losses is
sufficient to cover probable losses in connection with such actions.

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



                                                            AS OF DECEMBER 31}
                                            ---------------------------------------------------
                                                      2000                       1999
                                            ------------------------   ------------------------
                                            PROVISION FOR   JUDICIAL   PROVISION FOR   JUDICIAL
                                            CONTINGENCIES   DEPOSITS   CONTINGENCIES   DEPOSITS
                                            -------------   --------   -------------   --------
                                                                           
Labor claims..............................       114           60            72           52
Civil claims..............................       137            4            88            3
Tax-related actions.......................        80           54            24           16
Others....................................         7            1             1            1
                                                 ---          ---           ---           --
                                                 338          119           185           72
                                                 ===          ===           ===           ==
Current...................................        --           --            --           --
Long-term.................................       338          119           185           72
                                                 ---          ---           ---           --
                                                 338          119           185           72
                                                 ===          ===           ===           ==


     Labor-related actions principally comprise employee claims for (i) payment
of time spent travelling from their residences to the work-place, (ii)
additional payments for alleged dangerous or unhealthy working conditions and
(iii) various other matters, often in connection with disputes about the amount
of indemnities paid upon dismissal.

                                       F-31

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     Civil actions principally relate to claims made against us by contractors
in connection with losses alleged to have been incurred by them as a result of
various past government economic plans during which full indexation of contracts
for inflation was not permitted.

     Tax-related actions principally comprise our challenges of changes in basis
of calculation and rates of certain revenue taxes and of the tax on financial
movements -- CPMF.

     We continue to vigorously pursue our interests in all the above actions but
recognize that probably we will incur some losses in the final instance, for
which we have made provisions.

     Our judicial deposits are made as required by the courts for us to be able
to enter or continue a legal action. When judgment is favorable to us, we
receive the deposits back; when unfavorable, the deposits are delivered to the
prevailing party.

     Contingencies settled in 2000 and 1999 aggregated $36 and $12,
respectively, and additional provisions aggregated $101 and $60 in these years,
respectively.

     (c) We are defendant in two actions seeking substantial compensatory
damages brought by the Municipality of Itabira, State of Minas Gerais, which we
believe are without merit. Due to the remote likelihood that any loss will arise
therefrom no provision has been made in the financial statements with respect to
these two actions.

     (d) We are committed under a take-or-pay agreement to take delivery of
approximately 175,950 metric tons per year of aluminum from ALBRAS at market
prices. This estimate is based on 51% of ALBRAS expected production and, at a
market price of $1,567.20 per metric ton at December 31, 2000, represents an
annual commitment of $275. We are also committed to take-or-pay 465,816 metric
tons per year of alumina produced by ALUNORTE which at a market price of $194.17
per metric ton at December 31, 2000, represents an annual commitment of $90.
Actual take from ALBRAS was $260, $222 and $222 in 2000, 1999 and 1998,
respectively, and direct from ALUNORTE was $45 (net of take ceded to ALBRAS),
$30 and $83 in 2000, 1999 and 1998, respectively.

     (e) We and BNDES entered into a contract, known as the Mineral Risk
Contract, in March 1997, relating to prospecting authorizations for mining
regions where drilling and exploration are still in their early stages. The
Mineral Risk Contract provides for the joint development of certain unexplored
mineral deposits in approximately two million identified hectares of land in the
Carajas region, as well as proportional participation in any financial benefits
earned from the development of such resources. Iron ore and manganese deposits
already identified and subject to development are specifically excluded from the
Mineral Risk Contract.

     Pursuant to the Mineral Risk Contract, we and BNDES each agreed to provide
$205, which represents half of the $410 in expenditures estimated as necessary
to complete geological exploration and mineral resource development projects in
the region over a period of five years. Under certain circumstances, this period
may be extended for an additional two years. We will oversee these projects and
BNDES will advance us half of our costs on a quarterly basis. Under the Mineral
Risk Contract, as of December 31, 2000, each of us and BNDES had remaining
commitments to contribute an additional $93 toward exploration and development
activities. We both expect to fund a portion of these contributions each year
through 2001. In the event that either of us wishes to conduct further
exploration and development after having spent such $205, the contract provides
that each party may either choose to match the other party's contributions, or
may choose to have its financial interest proportionally diluted. If a party's
participation in the project is diluted to an amount lower than 40% of the
amount invested in connection with exploration and development projects, then
the Mineral Risk Contract provides that the diluted party will lose (1) all the
rights and benefits provided for in the Mineral Risk Contract and (2) any amount
previously contributed to the project.

     Under the Mineral Risk Contract, BNDES has agreed to compensate us for our
contribution of existing development and ownership rights in the Carajas region
through a finder's fee production royalty

                                       F-32

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

on mineral resources that are discovered and placed into production. This
finder's fee is equal to 3.5% of the revenues derived from the sale of gold,
silver and platinum group metals and 1.5% of the revenues derived from the sale
of other minerals, including copper, except for gold and other minerals
discovered at Serra Leste, for which the finder's fee is equal to 6.5% of
revenues.

     (f) At the time of our privatization in 1997, we issued shareholder revenue
interests known in Brazil as "debentures" to our then-existing shareholders,
including the Brazilian Government. The terms of the debentures, which are
described below, were set to ensure that our pre-privatization shareholders,
including the Brazilian Government, would participate alongside us in potential
future financial benefits that we are able to derive from exploiting our mineral
resources.

     In preparation for the issuance of the debentures, we issued series B
preferred shares on a one-for-one basis to all holders of our common shares and
series A preferred shares. We then exchanged all of the series B shares for the
debentures at par value. The debentures are not redeemable or convertible, and
do not trade on a stapled basis or otherwise with our common or preferred
shares. At present the debentures cannot be traded. Holders will be able to
trade the debentures only after a three-month period that will commence upon
completion of the sale by the Brazilian Government of its 32% stake in our
common shares, which will constitute the final step of our privatization. We
will be required to register the debentures with the CVM in order to permit
trading at this time. We cannot be sure when the final step of our privatization
will take place.

     Under Brazilian Central Bank regulations, pre-privatization shareholders
that held their shares through our American Depositary Receipt, or ADR, program
were not permitted to receive the debentures or any financial benefits relating
to the debentures. We sought approval from the Central Bank to distribute the
debentures to the ADR holders, but the Central Bank rejected our request. We
intend to renew our request to the Central Bank, but we cannot be sure that we
will succeed. If the Central Bank does not approve our request, the ADR
depositary will not be able to distribute the debentures to the ADR holders and
will not be able to sell the debentures. Therefore, unless the Central Bank
approves our request, the debentures will not have any value for ADR holders.

     Under the terms of the debentures, holders will have the right to receive
semi-annual payments equal to an agreed percentage of our net revenues (revenues
less value added tax) from certain identified mineral resources that we owned as
of May 1997, to that extent the we exceed defined threshold production volumes
of these resources, and from the sale of mineral rights that we owned as of May
1997. Our obligation to make payments to the holders will cease when the
relevant mineral resources are exhausted. Based on current production levels, we
would begin making payments related to iron ore resources in approximately 2012,
and payments related to other mineral resources in later years.

     The table below summarizes the amounts we will be required to pay under the
debentures based on the net revenues we earn from the identified mineral
resources and the sale of mineral rights.



AREA                                       MINERAL            REQUIRED PAYMENTS BY CVRD
----                                       -------            -------------------------
                                                  
Southern System                        Iron ore         1.8% of net revenue, after total
                                                        production from May 1997 exceeds 1.7
                                                        billion tons
Northern System                        Iron ore         1.8% of net revenue, after total
                                                        production from May 1997 exceeds 1.2
                                                        billion tons
Pojuca, Andorinhas, Liberdade and
  Sossego                              Gold and copper  2.5% of net revenue from the
                                                        beginning of commercial production
Igarape Bahia and Alemao               Gold and copper  2.5% of net revenue, after total
                                                        production from the beginning of
                                                        commercial production exceeds 70 tons
                                                        of gold


                                       F-33

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)



AREA                                       MINERAL            REQUIRED PAYMENTS BY CVRD
----                                       -------            -------------------------
                                                  
Fazenda Brasileiro                     Gold             2.5% of net revenue after total
                                                        production from the beginning of
                                                        commercial production exceeds 26 tons
Other areas, excluding Carajas/ Serra
  Leste                                Gold             2.5% of net revenue
Other areas owned as of May 1997       Other minerals   1% of net revenue, 4 years after the
                                                        beginning of commercial production
All areas                              Sale of mineral  1% of the sales price
                                       rights owned as
                                       of May 1997


     (g) At December 31, 2000 we have provided $14 for environmental
liabilities. Such provisions relate to site restoration at mines already closed
or which are expected to be closed in the next two years.

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

16.  SEGMENT AND GEOGRAPHICAL INFORMATION

     In 1999 we adopted SFAS 131 "Disclosures about Segments of an Enterprise
and Related Information" with respect to the information we present about our
operating segments. SFAS 131 introduced a "management approach" concept for
reporting segment information, whereby financial information is required to be
reported on the basis that the top decision-maker uses such information
internally for evaluating segment performance and deciding how to allocate
resources to segments. Our business segments are currently organized as follows:

     Ferrous products -- comprises iron ore mining and pellet production, as
well as the Northern and Southern transportation systems, including railroads,
ports and terminals, as they pertain to mining operations. Manganese mining and
ferro alloys are also classified in this segment.

     Non-ferrous products -- comprises the production of gold and other
non-ferrous minerals.

     Logistics -- comprises our transportation systems as they pertain to
external commercial operations, and the operations of our ships.

     Holdings -- divided into the following sub-groups:

     - Pulp and paper -- comprises our forestation activities and investments in
       joint ventures and affiliates engaged in the manufacture of pulp and
       paper products.

     - Aluminium -- comprises aluminum trading activities and investments in
       joint ventures and affiliates engaged in bauxite mining, alumina refining
       and aluminum metal smelting.

     - Steel -- comprises our investments in joint ventures and affiliates
       operating in the steel industry.

     - Others -- comprises our investments in joint ventures and affiliates
       engaged in other businesses.

     Corporate Center -- the Corporate Center is responsible for accounting and
control, finance, legal matters, human resources and administration, investor
and external relations and internal auditing.

     Information presented to top management with respect to the performance of
each segment is generally derived directly from the accounting records
maintained in accordance with Brazilian corporate law together with certain
relatively minor inter-segment allocations, and is focused primarily on return
on capital employed (ROCE), net operating profit less taxes (NOPLT) as well as
net income. For return on

                                       F-34

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

capital employed purposes we consider dividends received from affiliates and
joint ventures as part of our net operating profit less taxes.

     In 2000 we transferred various accounting, control, legal and information
technology functions from the operating divisions to our Corporate Center. We
estimate that this transfer increased the costs in our Corporate Center by
approximately $8, and reduced the costs of our ferrous, non ferrous and
logistics segments by $6, $1 and $1, respectively.

     Consolidated net income and principal assets are reconciled as follows
(certain minor reclassifications have been made to the 1999 and 1998 information
to be comparable with that for 2000):


                                                                     HOLDINGS
                                                       ------------------------------------                   2000
                                   NON                 PULP AND                               CORPORATE   ------------
                       FERROUS   FERROUS   LOGISTICS    PAPER     ALUMINUM   STEEL   OTHERS    CENTER     ELIMINATIONS
                       -------   -------   ---------   --------   --------   -----   ------   ---------   ------------
                                                                               
RESULTS
Revenues -- Export...   2,849      198        195         121        351       --      --         --         (1,068)
Revenues -- Domestic..  1,000       90        403          21         12        1      --         --           (104)
Cost and expenses....  (2,585)    (214)      (418)       (156)      (261)     (10)     --       (564)         1,196
Interest revenue.....      52        1          1           7         25        5      --        173            (56)
Interest expense.....     (74)     (12)        (6)         --         (2)      (6)     --       (247)            32
Depreciation.........    (115)     (30)       (22)        (22)        --       --      --         (6)            --
Pension plan.........      (7)      (2)        --          --         --       --      --         --             --
Equity and provision
  for losses.........      52       --        (22)        108        126       60       5         --             --
Income taxes.........       8       --          5          (7)        (5)     (48)     --         72             --
                       ------     ----       ----        ----       ----      ---      --       ----         ------
Net income...........   1,180       31        136          72        246        2       5       (572)            --
                       ======     ====       ====        ====       ====      ===      ==       ====         ======
SALES CLASSIFIED BY
  GEOGRAPHIC
  DESTINATION:
Export market
Latin America........     224       --         30          --         23       --      --         --            (91)
United States........     252      156         64          73         39       --      --         --           (108)
Europe...............     969       35         75          48        237       --      --         --           (222)
Middle East..........     209       --          6          --         16       --      --         --            (19)
Japan................     544        4         15          --         34       --      --         --           (308)
Asia, other than
  Japan..............     651        3          5          --          2       --      --         --           (320)
                       ------     ----       ----        ----       ----      ---      --       ----         ------
                        2,849      198        195         121        351       --      --         --         (1,068)
Domestic market......   1,000       90        403          21         12        1      --         --           (104)
                       ------     ----       ----        ----       ----      ---      --       ----         ------
                        3,849      288        598         142        363        1      --         --         (1,172)
                       ======     ====       ====        ====       ====      ===      ==       ====         ======
ASSETS :
Property, plant and
  equipment, net.....   3,077      325        374          44         --       --      --         30             --
Capital
  expenditures.......     373       50         14          --         --       --      --         10             --
Investments in
  affiliated
  companies and joint
  ventures and other
  investments........     526       31        151         393        262      823      37         --             --
                       ======     ====       ====        ====       ====      ===      ==       ====         ======
Capital employed.....   3,064      316        390          30        (10)       1      14         (6)             8
NOPLT................   1,155       52        165         (44)        23      (54)     --        (70)            16
ROCE.................      38%      16%        42%       (147%)       --       --      --         --             --



                           2000
                       ------------
                       CONSOLIDATED
                       ------------
                    
RESULTS
Revenues -- Export...      2,646
Revenues -- Domestic.      1,423
Cost and expenses....     (3,012)
Interest revenue.....        208
Interest expense.....       (315)
Depreciation.........       (195)
Pension plan.........         (9)
Equity and provision
  for losses.........        329
Income taxes.........         25
                          ------
Net income...........      1,100
                          ======
SALES CLASSIFIED BY
  GEOGRAPHIC
  DESTINATION:
Export market
Latin America........        186
United States........        476
Europe...............      1,142
Middle East..........        212
Japan................        289
Asia, other than
  Japan..............        341
                          ------
                           2,646
Domestic market......      1,423
                          ------
                           4,069
                          ======
ASSETS :
Property, plant and
  equipment, net.....      3,850
Capital
  expenditures.......        447
Investments in
  affiliated
  companies and joint
  ventures and other
  investments........      2,223
                          ======
Capital employed.....      3,807
NOPLT................      1,243
ROCE.................         33%


                                       F-35

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)



                                                                     HOLDINGS
                                                         ---------------------------------
                                                         PULP                                                       1999
                                     NON                  AND                                CORPORATE   ---------------------------
                         FERROUS   FERROUS   LOGISTICS   PAPER   ALUMINUM   STEEL   OTHERS    CENTER     ELIMINATIONS   CONSOLIDATED
                         -------   -------   ---------   -----   --------   -----   ------   ---------   ------------   ------------
                                                                                          
RESULTS
Revenues -- Export.....   1,989      143        100       101       318       --      --         --          (578)          2,073
Revenues -- Domestic...     639       96        318        10        62       --      --         --           (41)          1,084
Cost and expenses......  (1,435)    (151)      (396)     (103)     (367)      --      --       (428)          619          (2,261)
Interest revenue.......      46       --          8         4         9       --      --        170           (37)            200
Interest expense.......     (50)      --        (13)       --        (6)      --      --       (201)           37            (233)
Depreciation...........    (120)     (16)       (21)       (6)       --       --      --         --            --            (163)
Pension plan...........     (21)      (4)        (3)       --        --       --      --         --            --             (28)
Equity and provision
  for losses...........     (44)     (15)        (9)        9      (182)       7      --          7            --            (227)
Income taxes...........      --       --         14        (5)       --       --      --        (42)           --             (33)
                         ------     ----       ----      ----      ----      ---      --       ----          ----          ------
Net income.............   1,004       53         (2)       10      (166)       7      --       (494)           --             412
                         ======     ====       ====      ====      ====      ===      ==       ====          ====          ======

SALES CLASSIFIED BY
  GEOGRAPHIC
  DESTINATION:
Export market
  Latin America........     149       --         13        --         5       --      --         --           (60)            107
United States..........     147      139         34        62        23       --      --         --           (71)            334
Europe.................     621       --         31        39       146       --      --         --          (110)            727
Middle East............     146       --          3        --        --       --      --         --           (13)            136
Japan..................     351       --          9        --        94       --      --         --           (83)            371
Asia, other than
  Japan................     575        4          9        --        50       --      --         --          (241)            397
Others.................      --       --          1        --        --       --      --         --            --               1
                         ------     ----       ----      ----      ----      ---      --       ----          ----          ------
                          1,989      143        100       101       318       --      --         --          (578)          2,073
Domestic market........     639       96        318        10        62       --      --         --           (41)          1,084
                         ------     ----       ----      ----      ----      ---      --       ----          ----          ------
                          2,628      239        418       111       380       --      --         --          (619)          3,157
                         ======     ====       ====      ====      ====      ===      ==       ====          ====          ======

ASSETS:
Property, plant and
  equipment, net.......   2,920      400        404        63        --       --      --         61            --           3,848
Capital expenditures...     201       56          4        --        --       --      --          4            --             265
Investments in
  affiliated companies
  and joint ventures
  and other
  investments..........     116       33         68       337       208      843      34         --            --           1,639
                         ======     ====       ====      ====      ====      ===      ==       ====          ====          ======
Capital employed.......   3,081      399        419        53         9       --      --         (9)           --           3,952
NOPLT..................   1,055       68         28         6        28       --      --       (309)           11             887
ROCE...................      34%      17%         7%       11%      311%      --      --         --            --              22%


                                       F-36

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)



                                                                    HOLDINGS
                                                        ---------------------------------
                                                        PULP                                                       1998
                                    NON                  AND                                CORPORATE   ---------------------------
                        FERROUS   FERROUS   LOGISTICS   PAPER   ALUMINUM   STEEL   OTHERS    CENTER     ELIMINATIONS   CONSOLIDATED
                        -------   -------   ---------   -----   --------   -----   ------   ---------   ------------   ------------
                                                                                         
RESULTS
Revenues -- Export....   2,004      145        135        80       419        --     --         --          (443)          2,340
Revenues -- Domestic...    776      124        396         8        65        --     --         --           (51)          1,318
Cost and expenses.....  (1,548)    (213)      (382)      (90)     (473)       --     --       (422)          494          (2,634)
Interest revenue......      20       --         16         4        25        --     --        367           (38)            394
Interest expense......     (23)      --        (25)       --       (10)       --     --       (223)           38            (243)
Depreciation..........    (167)     (32)       (28)       (4)       --        --     --         --            --            (231)
Pension plan..........     (46)      (7)        --        --        --        --     --         --            --             (53)
Equity and provision
  for losses..........       2       (9)         1       (22)       40        83      6         --            --             101
Income taxes..........      --       --         --        --        --        --     --        (96)           --             (96)
                        ------     ----       ----       ---      ----     -----     --       ----          ----          ------
Net income............   1,018        8        113       (24)       66        83      6       (374)           --             896
                        ======     ====       ====       ===      ====     =====     ==       ====          ====          ======
SALES CLASSIFIED BY
  GEOGRAPHIC
  DESTINATION:
Export market
Latin America.........     177       --          5        --       105        --     --         --          (121)            166
United States.........     185      145         36        37        44        --     --         --           (96)            351
Europe................     751       --         40        43       269        --     --         --           (65)          1,038
Middle East...........     135       --          2        --        --        --     --         --            (3)            134
Japan.................     299       --         31        --        --        --     --         --            --             330
Asia, other than
  Japan...............     456       --         15        --        --        --     --         --          (158)            313
Others................       1       --          6        --         1        --     --         --            --               8
                        ------     ----       ----       ---      ----     -----     --       ----          ----          ------
                         2,004      145        135        80       419        --     --         --          (443)          2,340
Domestic market.......     776      124        396         8        65        --     --         --           (51)          1,318
                        ------     ----       ----       ---      ----     -----     --       ----          ----          ------
                         2,780      269        531        88       484        --     --         --          (494)          3,658
                        ======     ====       ====       ===      ====     =====     ==       ====          ====          ======
ASSETS:
Property, plant and
  equipment, net......   4,106      392        508       103        --        --     --         52            --           5,161
Capital
  expenditures........     366       32          1         8        --        --     --          5            --             412
Investments in
  affiliated companies
  and joint ventures
  and other
  investments.........     166       45         64       452       240     1,045     47         --            --           2,059
                        ======     ====       ====       ===      ====     =====     ==       ====          ====          ======
Capital employed......   4,098      401        523       104        15        --     --        (32)           --           5,109
NOPLT.................   1,018       17        133        (5)       11        --     --       (412)           (4)            758
ROCE..................      25%       4%        25%       (5)%      73%       --     --         --            --              15%


                                       F-37

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

17.  RELATED PARTY TRANSACTIONS

     Transactions with major related parties (including agencies of the
Brazilian Federal Government) resulted in the following balances:



                                                                   AS OF DECEMBER 31
                                                      -------------------------------------------
                                                              2000                   1999
                                                      --------------------   --------------------
                                                      ASSETS   LIABILITIES   ASSETS   LIABILITIES
                                                      ------   -----------   ------   -----------
                                                                          
AFFILIATED COMPANIES AND JOINT VENTURES
  ALUNORTE(1).......................................    332         45         333          5
  CENIBRA(2)........................................    126         41         161         69
  Salobo Metais S.A.(3).............................     76         --          75         --
  FCA...............................................    151         18           1         --
  HISPANOBRAS.......................................     21         23          22         23
  ITABRASCO.........................................     17         22          27         29
  NIBRASCO..........................................     29         38          12         42
  KOBRASCO..........................................     34          7          38         37
  Wilsea Shipping Inc. .............................     --         34           9         --
  USIMINAS..........................................     24         --           4         --
  ALBRAS............................................      1         24          --         42
  URUCUM............................................      8          1           2          2
  Others............................................    148         89         139         71
EMPLOYEE FUNDS
  Fundacao Vale do Rio Doce.........................     --          1          15          8
  VALIA.............................................     --         40          --          6
BRAZILIAN FEDERAL GOVERNMENT
  Banco do Brasil S.A.(4)...........................     85          3         151         --
  Rede Ferroviaria Federal S.A......................     13         39          14         42
  BNDES.............................................      7         94           6        127
                                                      -----        ---       -----        ---
                                                      1,072        519       1,009        503
                                                      =====        ===       =====        ===
Current.............................................    352        376         378        367
                                                      =====        ===       =====        ===
Long-term...........................................    720        143         631        136
                                                      =====        ===       =====        ===


---------------

(1) Includes on lending outstanding balance of $204 (1999 -- $204), with
    identical conditions and terms, of a $200 U.S. dollar denominated loan
    obtained by us from the Nippon Amazon Aluminium Company (NAAC) in January
    1997 (bearing interest of 6.41% p.a. and maturing up to 2011).

(2) Includes onlending outstanding balance of $117 (1999 -- $146), with
    identical conditions and terms, of a $200 U.S. dollar denominated loan
    obtained by us from the Japanese Eximbank in 1996, bearing interest of 6.21%
    p.a. and maturing up to 2004.

(3) Convertible debentures bearing interest of IGPM plus 6.50% p.a., maturing up
    to 2000.

(4) Represents interest bearing deposits and investment funds.

                                       F-38

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     These balances are included in the following balance sheet classifications:



                                                                 AS OF DECEMBER 31
                                                    -------------------------------------------
                                                            2000                   1999
                                                    --------------------   --------------------
                                                    ASSETS   LIABILITIES   ASSETS   LIABILITIES
                                                    ------   -----------   ------   -----------
                                                                        
Current assets
  Cash and cash equivalents.......................     85         --         151         --
  Accounts receivable.............................    125         --         107         --
  Loans and advances to related parties...........    136         --         115         --
  Others..........................................      6         --           5         --
Other assets
  Loans and advances to related parties...........    704         --         613         --
  Others..........................................     16         --          18         --
Current liabilities
  Suppliers.......................................     --        179          --        119
  Current portion of long-term debt...............     --         28          --         30
  Loans from related parties......................     --        156          --        202
  Others..........................................     --         13          --         16
Long-term liabilities
  Long-term debt..................................     --         74          --         90
  Loans from related parties......................     --         21          --          4
  Others..........................................     --         48          --         42
                                                    -----        ---       -----        ---
                                                    1,072        519       1,009        503
                                                    =====        ===       =====        ===


                                       F-39

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

     The principal amounts of business and financial operations carried out with
major related parties are as follows:



                                                     YEAR ENDED DECEMBER 31
                                     ------------------------------------------------------
                                           2000               1999               1998
                                     ----------------   ----------------   ----------------
                                     INCOME   EXPENSE   INCOME   EXPENSE   INCOME   EXPENSE
                                     ------   -------   ------   -------   ------   -------
                                                                  
AFFILIATED COMPANIES AND JOINT
  VENTURES
  CST..............................   166        --      135        --      132        --
  NIBRASCO.........................   172       205       44        58      101       108
  ALUNORTE.........................    42        93      167        28       76        89
  SIDERAR..........................    18        --       30        --       45        --
  ITABRASCO........................    66        24       57        23       40        41
  HISPANOBRAS......................    75        77       26        50       40        45
  KOBRASCO.........................    76        18       62        67        9         9
  CENIBRA..........................    33       123       78        99       27         1
  USIMINAS.........................    47        --       18        --       25        --
  ACOMINAS.........................     7        --        8        --       12        --
  ALBRAS...........................     6       216       14       205       11       222
  VALESUL..........................     4        --       --        24        2        32
  MRN..............................     1        17       --        20       --        20
  Others...........................    82        75       80        59       55        73
BRAZILIAN FEDERAL GOVERNMENT
  Banco do Brasil S.A..............    46        24       46        14       72        14
  Petroleo Brasileiro S.A. --
     PETROBRAS.....................     6        11        1        17        1        24
  Centrais Eletricas Brasileiras
     S.A. .........................    --        --       --        --        1        15
  BNDES............................     1        18        1        12        1        13
                                      ---       ---      ---       ---      ---       ---
                                      848       901      767       676      650       706
                                      ===       ===      ===       ===      ===       ===


     These amounts are included in the following statement of income
classifications:



                                                          YEAR ENDED DECEMBER 31
                                          ------------------------------------------------------
                                                2000               1999               1998
                                          ----------------   ----------------   ----------------
                                          INCOME   EXPENSE   INCOME   EXPENSE   INCOME   EXPENSE
                                          ------   -------   ------   -------   ------   -------
                                                                       
Sales of iron ore and pellets...........   494       313      288       175      316       183
Revenues from transportation services...   133        --       89        --      137        --
Cost of aluminum products...............    --       327       --       271       --       357
Financial income/expenses...............   117        79      101        59      162        62
Others..................................   104       182      289       171       35       104
                                           ---       ---      ---       ---      ---       ---
                                           848       901      767       676      650       706
                                           ===       ===      ===       ===      ===       ===


                                       F-40

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

18.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amount of our current financial instruments generally
approximates fair market value because of the short-term maturity or frequent
repricing of these instruments.

     The market value of long-term investments, where available, is disclosed in
Note 10 to these financial statements.

     Based on borrowing rates currently available to us for bank loans with
similar terms and average maturities, the fair market value of long-term debt at
December 31 is estimated as follows:



                                                               FAIR
                                                              MARKET   CARRYING
                                                              VALUE     VALUE
                                                              ------   --------
                                                                 
2000........................................................  1,967     1,965
1999........................................................  1,278     1,290


     Fair market value estimates are made at a specific point in time, based on
relevant market information and information about the financial instruments.
Changes in assumptions could significantly affect the estimates.

19.  DERIVATIVE FINANCIAL INSTRUMENTS

     We actively manage our positions in derivative instruments. In view of the
policies and practices established for operations with derivatives, management
considers the occurrence of non-measurable risk situations as unlikely. Our
policy has been to settle all contracts through cash payments or receipts,
without physical delivery of product.

  (A) GOLD

     In connection with our gold mining activities, we are party to derivative
financial instruments designed to manage the risks associated with gold price
fluctuations, to provide stable cash flows and gross margins for the gold
business. At December 31, 2000, such operations can be summarized as follows:



                                                                                UNREALIZED
TYPE                                          QUANTITY (OZ.)   FINAL MATURITY   GAIN (LOSS)
----                                          --------------   --------------   -----------
                                                                       
Puts........................................     479,500       December 2004        13
Calls.......................................     999,800       December 2004        (5)
Collar conditional..........................      30,000       November 2002         1
                                                                                    --
                                                                                     9
                                                                                    ==


     The unrealized gain in the amount of $9 represents the amount receivable if
all transactions had been settled on December 31,2000.

     Realized net gains (losses) were $7, $3 and $14 in 2000, 1999 and 1998,
respectively.

                                       F-41

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

  (B) INTEREST RATES (6-MONTH LIBOR)

     We carry out derivative operations seeking to manage our exposure to the
6-month Libor rate, arising from our trade finance operations. At December
31,2000 such operations were as follows:



                                                             NOTIONAL                     UNREALIZED
TYPE                                                          VALUE     FINAL MATURITY    GAIN (LOSS)
----                                                         --------   ---------------   -----------
                                                                                 
Cap........................................................   1,200      December 2004         3
Floor......................................................     850      December 2004        (7)
Swap.......................................................     125       October 2007        (4)
                                                                                              --
                                                                                              (8)
                                                                                              ==


     The unrealized loss in the amount of $8 represents the amount payable if
all transactions had been settled on December 31, 2000.

     Realized net gains (losses) were $3, $nihil and $(1) in 2000, 1999 and
1998, respectively.

  (C) CURRENCY

     We also carry out derivative operations seeking to manage our exposure to
currencies, arising from our indebteness in EURO and YEN. At December 31,2000
such operations were as follows:



                                                     NOTIONAL                    UNREALIZED
TYPE                                                  VALUE     FINAL MATURITY   GAIN (LOSS)
----                                                 --------   --------------   -----------
                                                                        
Yen................................................     15        April 2005         (2)
EURO...............................................     12        April 2005         (2)
                                                                                     --
                                                                                     (4)
                                                                                     ==


     The unrealized loss in the amount of $4 represents the amount payable if
all transactions had been settled on December 31, 2000.

     Realized net gains (losses) were $(7), $54 and $(20) in 2000, 1999 and
1998, respectively.

20.  EFFECTS OF CURRENCY DEVALUATION

     On January 13 and 15, 1999, certain significant changes occurred in the
exchange rate policy until then adopted by the Brazilian government, which
resulted in the elimination of certain exchange controls, previously carried out
by means of a system of trading bands, from the moment the Central Bank decided
to no longer intervene in the foreign exchange market. As result of this
decision and the market reaction, our functional currency (Real) devalued to
US$1: R$1.7890 on December 31, 1999 from US$1: R$1.2087 at December 31, 1998
(US$1: R$1.9554 at December 31, 2000).

21.  SUBSEQUENT EVENTS

     (a) On February 22, 2001 we agreed to sell our 32.00% interest in Bahia Sul
Celulose S.A. -- BSC for $318.

     (b) On March 9, 2001 we transferred our 10.33% interest in Companhia
Siderurgica Nacional -- CSN to VALIA as a special pension plan contribution for
$249 (fair market valued determined based on the weighted average price of the
last 30 (thirty) trading sessions at the Sao Paulo stock exchange in the period
ended on March 9, 2001).

                                       F-42

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)

22.  INFORMATION ABOUT OUR AUDITORS

     Our consolidated financial statements are audited by PricewaterhouseCoopers
Auditores Independentes. The financial statements of certain of our subsidiaries
and affiliates have been audited by independent accountants other than
PricewaterhouseCoopers Auditores Independentes and, as mentioned in their
report, PricewaterhouseCoopers Auditores Independentes has relied on such audits
when expressing their opinion on our consolidated financial statements.

     The following entities prepare financial statements in US GAAP which are
audited in accordance with auditing standards generally accepted in the United
States of America:



                                        AUDITORS    YEARS AUDITED       CITY     STATE   COUNTRY
                                        --------   ----------------   --------   -----   -------
                                                                          
Aluminio Brasileiro S.A. -- ALBRAS....    DTT      2000, 1999, 1998      RJ      RJ      Brazil
Alumina do Norte do Brasil S.A. --
  ALUNORTE............................    DTT      2000, 1999, 1998      RJ      RJ      Brazil
Vale do Rio Doce Aluminio S.A. --
  ALUVALE.............................    DTT      2000, 1999, 1998      RJ      RJ      Brazil
Bahia Sul Celulose S.A................    KPMG     2000, 1999, 1998      SP      SP      Brazil
California Steel Industries, Inc......  KPMG LLP   2000, 1999, 1998    Orange    CA       USA
                                                                       County
Celulose Nipo-Brasileira S.A. --
  CENIBRA.............................    DTT       2000 and 1999        BH      MG      Brazil
Navegacao Vale do Rio Doce S.A. --
  DOCENAVE............................    DTT      2000, 1999, 1998      RJ      RJ      Brazil
DOCEPAR S.A...........................    DTT         2000, 1999         RJ      RJ      Brazil
Companhia Hispano-Brasileira de
  Pelotizacao -- HISPANOBRAS..........     AA      2000, 1999, 1998   Vitoria    ES      Brazil
Companhia Italo-Brasileira de
  Pelotizacao -- ITABRASCO............     AA      2000, 1999, 1998   Vitoria    ES      Brazil
Companhia Coreano Brasileira de
  Pelotizacao -- KOBRASCO.............    DTT            2000            RJ      RJ      Brazil
Mineracao Rio do Norte S.A............     AA      2000, 1999, 1998      RJ      RJ      Brazil
Companhia Nipo-Brasileira de
  Pelotizacao -- NIBRASCO.............    DTT      2000, 1999, 1998      RJ      RJ      Brazil
Valesul Aluminio S.A..................    KPMG        2000, 1999         RJ      RJ      Brazil
Valesul Aluminio S.A..................    DTT            1998            RJ      RJ      Brazil
Companhia Siderugica Nacional.........     AA         2000, 1999         RJ      RJ      Brazil


     In addition to the above, the following entities prepare financial
statements in Brazilian GAAP which are audited in accordance with auditing
standards generally accepted in Brazil. PricewaterhouseCoopers Auditores
Independentes relies on such audits but is responsible for reviewing the US GAAP
translation and, if applicable, US GAAP adjustments.

                                       F-43

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE
                               STATED (CONTINUED)



                                         AUDITORS    YEARS AUDITED       CITY     STATE   COUNTRY
                                         --------   ----------------   --------   -----   -------
                                                                           
Terminal Vila Velha S.A. ..............    DTT      2000, 1999, 1998      RJ       RJ     Brazil..
Nova Era Silicon S.A. .................    DTT            2000            BH       MG     Brazil
Nova Era Silicon S.A. .................  Trevisan      1999, 1998         BH       MG     Brazil
Celmar S.A. -- Industria de Celulose e
  Papel................................    DTT            2000            RJ       RJ     Brazil
SIBRA Eletrosiderurgica Brasileira
  S.A. ................................    DTT            2000         Salvador    BA     Brazil


AA -- Arthur Andersen S/C
DTT -- Deloitte Touche Tohmatsu
RJ -- Rio de Janeiro
MG -- Minas Gerais
BH -- Belo Horizonte
SP -- Sao Paulo
BA -- Bahia
ES -- Espirito Santo

                                       F-44


[PRICEWATERHOUSECOOPERS LOGO]
--------------------------------------------------------------------------------
                                                     PricewaterhouseCoopers
                                                     Rua da Candelaria, 65
                                                     11(degree)-15(degree)
                                                     20091-020 Rio de Janeiro,
                                                     RJ-Brasil
                                                     Caixa Postal 949
                                                     Telefone (21) 3232-6112
                                                     Fax (21) 2516-6319

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF COMPANHIA VALE DO RIO DOCE

We have reviewed the accompanying unaudited consolidated balance sheets of
Companhia Vale do Rio Doce and its subsidiaries at September 30, 2001 and 2000,
and the related unaudited consolidated statements of income, of cash flows and
of changes in stockholders' equity for the nine month periods then ended. This
financial information is the responsibility of the Company's management. The
unaudited financial information of certain affiliates, the investments in which
total US$274 million and US$864 million at September 30, 2001 and 2000,
respectively, and equity in earnings total US$7 million and US$156 million for
the nine month periods then ended, and that of the majority-owned shipping and
ferrous alloy subsidiaries, which statements reflect total assets of US$288
million and US$422 million at September 30, 2001 and 2000, respectively, and
total revenues of US$197 million and US$223 million for the nine month periods
then ended, were reviewed by other independent accountants whose reports thereon
have been furnished to us.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews and the reports of the other independent accountants
referred to above, we are not aware of any material modification that should be
made to the accompanying financial information for it to be in conformity with
accounting principles generally accepted in the United States of America.

/s/ PRICEWATERHOUSECOOPERS
PRICEWATERHOUSECOOPERS
Auditores Independentes

Rio de Janeiro, Brazil
October 22, 2001

                                       F-45


                          CONSOLIDATED BALANCE SHEETS
                 EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS



                                                                   AS OF
                                                               SEPTEMBER 30
                                                              ---------------
                                                               2001     2000
                                                              ------   ------
                                                                (UNAUDITED)
                                                                 
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................   1,708    1,055
  Accounts receivable
    Related parties.........................................     102      122
    Unrelated parties.......................................     418      391
  Loans and advances to related parties.....................     102      202
  Inventories...............................................     286      295
  Deferred income tax.......................................     197       39
  Others....................................................     198      223
                                                              ------   ------
                                                               3,011    2,327
Property, plant and equipment, net..........................   3,239    3,916
Investments in affiliated companies and joint ventures and
  other investments.........................................   1,236    2,184
Provision for losses on equity investments..................     (47)     (32)
Other assets
  Goodwill on acquisition of consolidated subsidiaries......     503      187
  Loans and advances
    Related parties.........................................     516      636
    Unrelated parties.......................................      97       56
  Unrecognized pension obligation...........................      46      136
  Prepaid pension cost......................................      89       --
  Deferred income tax.......................................       4      223
  Judicial deposits.........................................     147      109
  Unrealized gain on derivative instruments.................       6       --
  Others....................................................      67      115
                                                              ------   ------
TOTAL.......................................................   8,914    9,857
                                                              ======   ======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Suppliers.................................................     258      280
  Payroll and related charges...............................      49       76
  Interest attributed to stockholders.......................     667      428
  Current portion of long-term debt
    Related parties.........................................      24       25
    Unrelated parties.......................................     236      313
  Short-term debt...........................................     643      735
  Loans from related parties................................     121      101
  Others....................................................     162      169
                                                              ------   ------
                                                               2,160    2,127
                                                              ------   ------
LONG-TERM LIABILITIES
  Employees postretirement benefits.........................     194      530
  Long-term debt
    Related parties.........................................      79       76
    Unrelated parties.......................................   1,985    1,419
  Loans from related parties................................       4       21
  Provisions for contingencies (Note 15)....................     373      312
  Unrealized loss on derivative instruments.................      44       --
  Others....................................................     142      112
                                                              ------   ------
                                                               2,821    2,470
                                                              ------   ------
Minority interests..........................................       5       22
                                                              ------   ------
STOCKHOLDERS' EQUITY
  Preferred class A stock -- 600,000,000 no-par-value shares
    authorized and 138,575,913 issued.......................     820      709
  Common stock -- 300,000,000 no-par-value shares authorized
    and 249,983,143
    issued..................................................   1,479    1,279
  Treasury stock -- 4,249,970 (2000 -- 3,659,311) common and
    91 preferred
    shares..................................................     (79)     (61)
  Additional paid-in capital................................     498      498
  Other cumulative comprehensive income.....................  (3,929)  (2,742)
  Appropriated retained earnings............................   2,321    3,484
  Unappropriated retained earnings..........................   2,818    2,071
                                                              ------   ------
                                                               3,928    5,238
                                                              ------   ------
TOTAL.......................................................   8,914    9,857
                                                              ======   ======


                See Notes to Consolidated Financial Information.

                                       F-46


                       CONSOLIDATED STATEMENTS OF INCOME
                 EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS
                (EXCEPT NUMBER OF SHARES AND PER-SHARE AMOUNTS)



                                                              NINE MONTHS ENDED
                                                                 SEPTEMBER 30
                                                              ------------------
                                                               2001       2000
                                                              -------    -------
                                                                 (UNAUDITED)
                                                                   
Operating revenues, net of discounts, returns and allowances
  Sales of ores and metals
     Iron ore and pellets...................................    1,937      1,635
     Gold...................................................      100        113
     Others.................................................      291        327
                                                              -------    -------
                                                                2,328      2,075
  Revenues from transportation services.....................      497        577
  Aluminum products.........................................      224        280
  Other products and services...............................       83        160
                                                              -------    -------
                                                                3,132      3,092
  Value-added tax...........................................     (102)       (96)
                                                              -------    -------
  Net operating revenues....................................    3,030      2,996
                                                              -------    -------
Operating costs and expenses
  Cost of ores and metals sold..............................   (1,155)    (1,107)
  Cost of transportation services...........................     (303)      (357)
  Cost of aluminum products.................................     (214)      (259)
  Others....................................................      (76)      (142)
                                                              -------    -------
                                                               (1,748)    (1,865)
  Selling, general and administrative expenses..............     (188)      (140)
  Research and development..................................      (31)       (34)
  Employee profit sharing plan..............................      (21)       (31)
  Others....................................................     (326)      (223)
                                                              -------    -------
                                                               (2,314)    (2,293)
                                                              -------    -------
Operating income............................................      716        703
                                                              -------    -------
Non-operating income (expenses)
  Financial income..........................................       80        136
  Financial expenses........................................     (240)      (204)
  Foreign exchange and monetary losses, net.................     (700)       (10)
  Gain on sale of investments...............................      784         54
  Others....................................................      (43)       (11)
                                                              -------    -------
                                                                 (119)       (35)
                                                              -------    -------
Income before income taxes, equity results and minority
  interests.................................................      597        668
                                                              -------    -------
Income taxes
  Current...................................................       41         --
  Deferred..................................................       (4)        (3)
                                                              -------    -------
                                                                   37         (3)
                                                              -------    -------
Equity in results of affiliates and joint ventures..........        1        191
Change in provision for losses on equity investments........      (45)        53
Minority interests..........................................        7         --
                                                              -------    -------
Net income..................................................      597        909
                                                              =======    =======
Basic earnings per Common and Preferred Class A Share.......     1.55       2.36
                                                              -------    -------
Weighted average number of shares outstanding (thousands of
  shares)
  Common shares.............................................  249,864    249,983
  Preferred Class A shares..................................  135,042    134,917


                See Notes to Consolidated Financial Information.

                                       F-47


                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS



                                                                NINE MONTHS
                                                                   ENDED
                                                               SEPTEMBER 30
                                                              ---------------
                                                              2001      2000
                                                              -----    ------
                                                                (UNAUDITED)
                                                                 
Cash flows from operating activities:
  Net income................................................    597       909
  Adjustments to reconcile net income with cash provided by
    operating activities:
    Depreciation, depletion and amortization................    174       130
    Equity in results of affiliates and joint ventures, net
     of dividends received..................................    111       (97)
    Change in provision for losses on equity investments....     45       (53)
    Deferred income taxes...................................      4         3
    Provisions for contingencies............................     87       131
    Loss on disposals of property, plant and equipment......     69        34
    Gain on sale of investments.............................   (784)      (54)
    Pension plan............................................     24        21
    Foreign exchange and monetary losses....................    616        57
    Net unrealized derivative losses........................     38        --
    Others..................................................    125        (6)
  Decrease (increase) in assets:
    Accounts receivable.....................................    (78)      (61)
    Inventories.............................................    (17)      (26)
    Others..................................................     (5)     (100)
  Increase (decrease) in liabilities:
    Suppliers...............................................     30        30
    Payroll and related charges.............................     12        22
    Others..................................................     42        27
                                                              -----    ------
  Net cash provided by operating activities.................  1,090       967
                                                              -----    ------
Cash flows from investing activities:
  Loans and advances receivable
    Related parties
      Additions.............................................     (4)     (185)
      Repayments............................................     69        20
    Others..................................................      5         6
  Guarantees and deposits...................................    (15)      (61)
  Additions to investments..................................    (52)     (423)
  Additions to property, plant and equipment................   (444)     (214)
  Proceeds from disposals of property, plant and
    equipment...............................................      2         1
  Proceeds from disposal of investments.....................    989        44
  Net cash used to acquire subsidiaries.....................   (516)     (323)
                                                              -----    ------
  Net cash provided by (used in) investing activities.......     34    (1,135)
                                                              -----    ------
Cash flows from financing activities:
  Short-term debt, net issuances............................    133        20
  Loans
    Related parties
      Additions.............................................     85        53
      Repayments............................................     (9)      (81)
  Perpetual notes...........................................     --       120
  Long-term debt
    Related parties.........................................      3        70
    Others..................................................    320       237
  Repayments of long-term debt
    Related parties.........................................    (27)      (22)
    Others..................................................   (326)     (331)
  Interest attributed to stockholders.......................   (639)     (251)
  Treasury stock............................................    (18)       --
                                                              -----    ------
  Net cash used in financing activities.....................   (478)     (185)
                                                              -----    ------
  Increase (decrease) in cash and cash equivalents..........    646      (353)
  Effect of exchange rate changes on cash and cash
    equivalents.............................................   (149)      (45)
  Cash and cash equivalents, beginning of period............  1,211     1,453
                                                              -----    ------
  Cash and cash equivalents, end of period..................  1,708     1,055
                                                              =====    ======
  Cash paid during the period for:
    Interest on short-term debt.............................    (25)      (36)
    Interest on long-term debt, net of interest capitalized
     of $9 in 2001 and $12 in 2000..........................   (116)     (102)
    Income tax..............................................    (41)       --
  Non-cash transactions
    Special pension plan contribution in shares of CSN......    249        --
    Exchange of loans receivable for investments............     35         4


                See Notes to Consolidated Financial Information.

                                       F-48


           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS
                (EXCEPT NUMBER OF SHARES AND PER-SHARE AMOUNTS)



                                                                    NINE MONTHS ENDED
                                                                      SEPTEMBER 30
                                                              -----------------------------
                                                                SHARES       2001     2000
                                                              -----------   ------   ------
                                                                       (UNAUDITED)
                                                                            
Preferred class A stock (including one special share)
  Balance January 1, 2001 and 2000..........................  138,575,913      709      709
  Transfer from appropriated retained earnings..............           --      111       --
                                                              -----------   ------   ------
  Balance September 30, 2001 and 2000.......................  138,575,913      820      709
                                                              -----------   ------   ------
Common stock
  Balance January 1, 2001 and 2000..........................  249,983,143    1,279    1,279
  Transfer from appropriated retained earnings..............           --      200       --
                                                              -----------   ------   ------
  Balance September 30, 2001 and 2000.......................  249,983,143    1,479    1,279
                                                              -----------   ------   ------
Treasury stock
  Balance January 1.........................................   (3,666,611)     (61)     (61)
  Acquisitions in 2001......................................     (583,450)     (18)      --
                                                              -----------   ------   ------
  Balance September 30......................................   (4,250,061)     (79)     (61)
                                                              -----------   ------   ------
Additional paid-in capital
  Balance January 1 and September 30........................                   498      498
                                                                            ------   ------
Other cumulative comprehensive income
  Amounts not recognized as net periodic pension cost
  Balance January 1.........................................                  (100)      --
  Excess of additional minimum liability....................                   151     (119)
  Tax effect on above.......................................                   (51)      40
                                                                            ------   ------
  Balance September 30......................................                    --      (79)
                                                                            ------   ------
Cumulative translation adjustments
  Balance January 1.........................................                (2,952)  (2,513)
  Change in the period......................................                  (984)    (184)
                                                                            ------   ------
  Balance September 30......................................                (3,936)  (2,697)
                                                                            ------   ------
Unrealized gain on available-for-sale security
  Balance January 1.........................................                    24       54
  Change in the period......................................                   (24)     (19)
                                                                            ------   ------
  Balance September 30......................................                    --       35
                                                                            ------   ------
Adjustments relating to investments in affiliates
  Balance January 1.........................................                     8       (6)
  Change in the period......................................                    (1)       5
                                                                            ------   ------
  Balance September 30......................................                     7       (1)
                                                                            ------   ------
Total other cumulative comprehensive income.................                (3,929)  (2,742)
                                                                            ------   ------
Appropriated retained earnings
  Balance January 1.........................................                 3,537    3,567
  Transfer to retained earnings.............................                  (905)     (83)
  Transfer to capital stock.................................                  (311)      --
                                                                            ------   ------
  Balance September 30......................................                 2,321    3,484
                                                                            ------   ------
Retained earnings
  Balance January 1.........................................                 1,980    1,505
    Net Income..............................................                   597      909
    Interest attributed to stockholders
      Preferred class A stock ($1.72 and $1.11 per share in
       2001 and 2000).......................................                  (239)    (149)
      Common stock ($1.72 and $1.11 per share in 2001 and
       2000)................................................                  (425)    (277)
    Appropriation from reserves.............................                   905       83
                                                                            ------   ------
  Balance September 30......................................                 2,818    2,071
                                                              -----------   ------   ------
Total stockholders equity...................................  384,308,995    3,928    5,238
                                                              ===========   ======   ======
Comprehensive income is comprised as follows:
  Net Income................................................                   597      909
  Amounts not recognized as net periodic pension cost.......                   100      (79)
  Cumulative translation adjustments........................                  (984)    (184)
  Unrealized gain on available-for-sale security............                   (24)     (19)
  Adjustments relating to investments in affiliates.........                    (1)       5
                                                                            ------   ------
Total comprehensive income (loss)...........................                  (312)     632
                                                                            ======   ======


                See Notes to Consolidated Financial Information.

                                       F-49


                NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

1.  THE COMPANY AND ITS OPERATIONS

     Companhia Vale do Rio Doce (CVRD) is a limited liability company, duly
organized and existing under the laws of the Federative Republic of Brazil. Our
operations are carried out through CVRD and its subsidiary companies, joint
ventures and affiliates, and mainly consist of mining, non-ferrous metal
production and logistics, as well as pulp and paper, aluminum and steel
activities. Further details of our operations and those of our joint ventures
and affiliates are described in Note 16.

     The main operating subsidiaries we consolidate are as follows:



                                                               HEAD OFFICE
SUBSIDIARY                                      % OWNERSHIP     LOCATION      PRINCIPAL ACTIVITY
----------                                      -----------    -----------    ------------------
                                                                    
S.A. Mineracao da Trindade -- SAMITRI.........      100          Brazil      Iron ore and pellets
Ferteco Mineracao S.A. -- FERTECO.............      100          Brazil      Iron ore and pellets
Para Pigmentos S.A. ..........................       80          Brazil             Kaolin
SIBRA -- Eletrosiderurgica Brasileira S.A.....       98          Brazil         Ferrous alloys
Navegacao Vale do Rio Doce S.A. -- DOCENAVE...      100          Brazil            Shipping
Vale do Rio Doce Aluminio S.A. -- ALUVALE.....      100          Brazil            Aluminum
Itabira Rio Doce Company Ltd. -- ITACO........      100       Cayman Island         Trading
Rio Doce International Finance Ltd. -- RDIF...      100          Bahamas     International finance
Tacuma........................................      100          Brazil            Railroads


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Our consolidated interim financial information as of and for the periods of
nine months ended September 30, 2001 and 2000 is unaudited. However, in our
management's opinion, such consolidated financial information includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation thereof. The results of operations for the nine month period
ended September 30, 2001 are not necessarily indicative of the results to be
expected for the full fiscal year ending December 31, 2001.

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

  (a) BASIS OF PRESENTATION

     We have prepared the consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America ("US
GAAP"), which differ in certain respects from the Brazilian accounting
principles that we use in preparing our statutory financial information.

     The U.S. dollar amounts for the period presented have been remeasured
(translated) from the Brazilian currency amounts in accordance with the criteria
set forth in Statement of Financial Accounting Standards 52 -- "Foreign Currency
Translation" (SFAS 52).

     Prior to July 1, 1997, Brazil was considered under SFAS 52 to have a highly
inflationary economy, defined as an economy in which the cumulative inflation
rate over the latest thirty-six month period has exceeded 100%. Accordingly, up
to June 30, 1997, we adopted the U.S. dollar as both our functional currency and
reporting currency.

                                       F-50

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     As from July 1, 1997, we concluded that the Brazilian economy had ceased to
be highly inflationary and changed our functional currency from the reporting
currency (U.S. dollars) to the local currency (Brazilian reais). Accordingly, at
July 1, 1997, we translated the U.S. dollar amounts of non-monetary assets and
liabilities into reais at the current exchange rate, and those amounts became
the new accounting bases for such assets and liabilities. The resulting deferred
taxes associated with the differences between the new functional currency bases
and the tax bases, including those relating to affiliates and joint ventures,
net of related valuation allowances, were reflected in the cumulative
translation adjustments component of stockholders' equity.

     We have remeasured all assets and liabilities into U.S. dollars at the
current exchange rate at each balance sheet date (R$2.6713 and R$1.8437 to
US$1.00 at September 30, 2001 and 2000, respectively), and all accounts in the
statements of income (including amounts relative to local currency indexation
and exchange variances on assets and liabilities denominated in foreign
currency) at the average rates prevailing during the period. The translation
gain or loss resulting from this remeasurement process is included in the
cumulative translation adjustments account in stockholders' equity.

     The net transaction loss included in our statement of income was $558 and
$2 in the nine months ended September 30, 2001 and 2000, respectively.

  (b) BASIS OF CONSOLIDATION

     All majority-owned subsidiaries where we have both share and management
control are consolidated (unless control is temporary), with elimination of all
significant intercompany accounts and transactions. Investments in
unconsolidated affiliates and joint ventures are reported at cost less amortized
goodwill plus our equity in undistributed earnings or losses. Included in this
category are certain joint ventures in which we have majority ownership but, by
force of shareholders' agreements, do not have effective management control. We
provide for losses on equity investments with negative stockholders' equity
where applicable (see Note 10).

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

  (c) BUSINESS COMBINATIONS

     We adopt the procedures determined by Accounting Principles Board Opinion
16 -- "Business Combinations" (APB 16) to recognize acquisitions of interests in
other companies. The method of accounting normally used in our business
combination transactions is the "purchase method", which requires that acquirers
reasonably determine the fair value of the identifiable assets and liabilities
of acquired companies, individually, in order to determine the goodwill paid in
the purchase to be recognized as an intangible asset. On the acquisition of
assets which include the rights to mine reserves of natural resources, the
establishment of values for these assets includes the placing of fair values on
purchased reserves, which are classified in the balance sheet as property, plant
and equipment.

     Goodwill recorded in our business combination transactions is amortized in
a systematic manner over the periods estimated to be benefited.

  (d) INVENTORIES

     Inventories are stated at the average cost of purchase or production, lower
than replacement or realizable values. We record allowances for slow-moving or
obsolete inventories when considered

                                       F-51

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

appropriate, reflecting our periodic assessment of recoverability. A write-down
of inventory utilizing the allowance establishes a new cost basis for the
related inventory.

     Finished goods inventories include all related materials, labor and direct
production expenditures, and exclude general and administrative expenses.

  (e) PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are recorded at cost, including interest cost
incurred during the construction of major new facilities. We compute
depreciation on the straight-line basis at rates which take into consideration
the useful lives of the items, principally an average of 80 years for the
railroads, 20 years for ships, 25 years for buildings and improvements and
between 10 to 20 years for mining and other equipment. Expenditures for
maintenance and repairs are charged to operating costs and expenses as incurred.

     We capitalize the costs of developing major new ore bodies or expanding the
capacity of operating mines and amortize these to operations on the
unit-of-production method based on the total probable and proven quantity of ore
to be recovered. Exploration costs are expensed until viability of mining
activities is established; subsequently such costs are capitalized together with
further exploration costs. We capitalize mine development costs as from the time
we actually begin such development.

  (f) AVAILABLE-FOR-SALE EQUITY SECURITIES

     Equity securities classified as "available-for-sale" are recorded in
accordance with SFAS 115 "Accounting for Certain Investments in Debt and Equity
Securities". Accordingly, we exclude unrealized holding gains and losses, net of
taxes, if applicable, from income and recognize them as a separate component of
stockholders' equity until realized.

  (g) REVENUES AND EXPENSES

     Revenues are recognized when title has transferred to the customer or
services are rendered. Expenses and costs are recognized on the accrual basis.
Revenue from exported products is recognized when such products are loaded on
board the ship. Revenue from products sold in the domestic market is recognized
when delivery is made to the customer. Revenue from transportation services,
other than shipping operations, is recognized when the service order has been
fulfilled. Shipping operations are recorded on the completed voyage basis and
net revenue, costs and expenses of voyages not completed at period-end are
deferred. Anticipated losses on voyages are provided when probable and can be
reasonably estimated.

  (h) ENVIRONMENTAL AND SITE RECLAMATION AND RESTORATION COSTS

     Expenditures relating to ongoing compliance with environmental regulations
are charged against earnings or capitalized as appropriate. These ongoing
programs are designed to minimize the environmental impact of our activities.
With respect to our two major iron ore mines at Itabira and Carajas, which have
extensive remaining reserves, liabilities for final site reclamation and
restoration costs will be recorded when the respective reclamation and
restoration strategies can be reasonably determined and the related costs can be
reasonably estimated.

  (i) COMPENSATED ABSENCES

     We fully accrue the liability for future compensation to employees for
vacations vested during the year.

                                       F-52

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

  (j) INCOME TAXES

     In accordance with SFAS 109 "Accounting for Income Taxes", the deferred tax
effects of temporary differences have been recognized in the consolidated
financial statements. A valuation allowance is made when we believe that it is
more likely than not that tax assets will not be fully recoverable in the
future.

  (k) STATEMENT OF CASH FLOWS

     Cash flows relating to overnight financing and investment are reported net.
Short-term investments that have a ready market and maturity to us, when
purchased, of 90 days or less are considered cash equivalents.

     At September 30, 2001 dividends of $112 received from equity method
affiliates and joint ventures have been netted against the equity in results of
these entities in the statement of cash flows. For comparative purposes
dividends received at September 30, 2000 of $94, have been reclassified from
investing activities to reflect the same presentation.

  (l) EARNINGS PER SHARE

     Earnings per share are computed by dividing net income by the weighted
average number of common and preferred shares outstanding during the period.

  (m) INTEREST ATTRIBUTED TO STOCKHOLDERS

     As from January 1, 1996 Brazilian corporations are permitted to attribute
interest on stockholders' equity. The calculation is based on the stockholders'
equity amounts as stated in the statutory accounting records and the interest
rate applied may not exceed the long-term interest rate (TJLP) determined by the
Brazilian Central Bank. Also, such interest may not exceed the greater of 50% of
net income for the year or 50% of retained earnings plus revenue reserves.

     The amount of interest attributed to stockholders is deductible for income
tax purposes. Accordingly, the benefit to us, as opposed to making a dividend
payment, is a reduction in our income tax charge equivalent to the statutory tax
rate applied to such amount. Income tax is withheld from the stockholders
relative to interest at the rate of 15%, except for interest due to the
Brazilian Government which is exempt from tax withholdings.

     We have opted to pay such tax-deductible interest to our stockholders and
have therefore accrued the amounts due as of September 30, 2001 and 2000, with a
direct charge to stockholders' equity.

     Under Brazilian law interest attributable to stockholders is considered as
part of the annual minimum dividend (See Note 13). Accordingly such
distributions are treated as dividends for accounting purposes.

  (n) DERIVATIVES AND HEDGING ACTIVITIES

     As of January 1, 2001 we adopted SFAS 133 "Accounting for Derivative
Financial Instruments and Hedging Activities", as amended by SFAS 137 and SFAS
138. Those standards require that we recognize all derivative financial
instruments as either assets or liabilities on our balance sheet and measure
such instruments at fair value. Changes in the fair value of derivatives are
recorded in each period in current earnings or in other comprehensive income, in
the later case depending on whether a transaction is designated as an effective
hedge.

     The transition adjustment relating to the fair value of derivatives
existing as of December 31, 2000 is recorded as a charge of $3 in our statement
of income for the period of nine months ended September 30, 2001. In view of the
immateriality of this effect of a change in accounting principle the
corresponding amount was included with other non-operating expenses. Certain of
our affiliated companies and joint

                                       F-53

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

ventures also recorded similar charges, of which our portion of $3 is included
in the caption "Equity in results of affiliates and joint ventures" in the
statement of income.

     Further information about our derivatives and hedging activities is
included in Note 18.

  (o) COMPREHENSIVE INCOME

     We have disclosed comprehensive income as part of the Statement of Changes
in Stockholders' Equity, in compliance with SFAS 130 -- "Reporting Comprehensive
Income".

  (p) RECENTLY-ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2001 the Financial Accounting Standards Board (FASB) issued SFAS
141 "Business Combinations" and SFAS 142 "Goodwill and Other Intangible Assets".
We do not expect that the provisions of SFAS 141 will affect our current
accounting practices relative to business combinations. However, the adoption of
SFAS 142 on January 1, 2002 (or immediately for goodwill relating to
acquisitions after June 30, 2001) is expected to have the following effects:

          (i)  goodwill relative to consolidated subsidiaries will no longer be
     amortized, but will be aggregated to reporting units and subject at least
     annually to testing for impairment, considering the reporting unit as a
     whole.

          (ii)  goodwill relative to affiliates and joint ventures will no
     longer be amortized but will remain allocated to the respective investment
     and included in the measurement of the gain or loss on sale, or the loss
     arising from an other than temporary decline in the value of the
     investment.

     Goodwill charged against earnings for the nine months ended September 30,
2001 totaled $53.

     In June 2001 and August 2001, respectively, the FASB also issued SFAS 143
"Accounting for Asset Retirement Obligations" and SFAS 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS 143 is effective for us as
from January 1, 2003 and we are still studying the potential effects that
adoption may have on our financial statements. SFAS 144 will be effective for us
as from January 1, 2002 and the provisions thereof generally are to be applied
prospectively.

3.  OUR PRIVATIZATION

     In May 1997, we were privatized by the Brazilian Government, which
transferred voting control to Valepar S.A. ("Valepar"). The Brazilian Government
has retained certain rights with respect to our future decisions and those of
Valepar and has also caused us to enter into agreements which may affect our
activities and results of operations in the future. These rights and agreements
are:

     - Preferred Special Share.  The Brazilian Government holds a preferred
       special share of CVRD which confers upon it permanent veto rights over
       changes in our (i) name, (ii) headquarters location, (iii) corporate
       purpose with respect to mineral exploration, (iv) continued operation of
       our integrated iron ore mining systems and (v) certain other matters.

     - Preferred Class A Share of Valepar.  The Brazilian Government holds a
       preferred class A share of Valepar which confers upon it approval rights
       for a period of five years in respect of (i) concentration of ownership
       of Valepar by particular types of investors in excess of prescribed
       limitations and (ii) changes in the Valepar holding company structure
       relating to ownership of our common shares.

     - Shareholder revenue interests.  On July 7, 1997, we issued to
       shareholders of record on April 18, 1997 (including the Brazilian
       Government) revenue interests providing holders thereof with the right to
       receive semi-annual payments based on a percentage of our net revenues
       above threshold

                                       F-54

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

       production volumes from identified mining resources. These instruments
       are not secured by the corresponding mineral reserves and deposits.

     In addition to the preferred special share mentioned above, the National
Treasury and the Banco Nacional de Desenvolvimento Economico e Social -- BNDES,
the Government -- owned development bank, together currently own 32% of our
common shares and 4% of our preferred shares, which in aggregate represents 22%
of our total capital.

4.  MAJOR ACQUISITIONS AND DISPOSALS DURING THE PERIODS PRESENTED

     We made the following acquisitions during the periods presented. Pro forma
information with respect to results of operations is not presented since the
effects are not considered material to an understanding of our consolidated
financial statements.

          (a) On May 11, 2000, we acquired the entire capital of Mineracao
     SOCOIMEX S.A., a non-public company whose main activity is production and
     commercialization of iron ore, for the total price of $55, being an initial
     cash payment of $47 and two further cash payments of $3 and $5, in 2001 and
     2002, respectively, plus interest based on 89% of the Brazilian Interbank
     Rate through the payment date. The increment of the fair value over the
     book value of SOCOIMEX at the date of purchase was entirely attributable to
     its mineral reserves, which are included in the property, plant and
     equipment. In August 2000 SOCOIMEX was merged into CVRD.

          (b) On May 30, 2000, we acquired 4,026,694,190 common shares and
     4,231,324,374 preferred shares of S.A. Mineracao Trindade -- SAMITRI,
     representing 79.27% of the voting capital and 63.06% of the total capital
     for $520 in cash, becoming the controlling stockholder. At the date of the
     purchase, SAMITRI was a publicly listed Brazilian iron ore mining company,
     which also owned a 51% interest in the voting capital of SAMARCO Mineracao
     S.A., a large iron ore pellets producer (see Note 10). On June 29, 2000, we
     sold 1% of the share capital of SAMARCO to BHP Brasil Ltda. (BHP), a
     subsidiary of The Broken Hill Proprietary Company Limited of Australia, for
     $8, to equalize our shareholdings in the joint venture.

     (c) The assets and liabilities acquired as a result of the above
transactions and corresponding goodwill were as follows:



                                                   UNCONSOLIDATED   CONSOLIDATED SUBSIDIARIES
                                                   JOINT VENTURE    --------------------------
                                                      SAMARCO         SAMITRI       SOCOIMEX
                                                   --------------   -----------   ------------
                                                                         
Fair value of assets.............................      1,006             293             77
Fair value of liabilities........................       (450)           (144)           (22)
                                                       -----           -----         ------
Net assets at fair value.........................        556             149             55
                                                       -----           -----         ------
Interest acquired................................      50.00%          63.06%        100.00%
Fair value of net assets acquired................        278              94             55
Attributable to minority stockholders of SAMITRI
  (36.94%).......................................       (103)             --             --
Tax benefits.....................................         31              --             --
                                                       -----           -----         ------
Effective interest acquired......................        206              94             55
Purchase price...................................        252             268             55
                                                       -----           -----         ------
Goodwill.........................................         46             174             --
                                                       =====           =====         ======


     The main assets for which fair values differ from book values are
inventories and property, plant and equipment. We determined the fair values of
inventories based on the current replacement costs for raw

                                       F-55

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

materials and the estimated selling prices for finished goods, net of disposal
costs and a selling margin. The fair values of property, plant and equipment
were determined based on current replacement costs for similar capacity and the
estimated market value of purchased reserves. Deferred taxes were recorded for
the differences between fair values and tax bases.

     For SAMARCO, SAMITRI and SOCOIMEX inventories were valued at $36, $38 and
$9, respectively, property, plant and equipment were valued at $830, $161 and
$58, respectively, and the deferred tax liability was $60, $49 and $15,
respectively.

     We had adopted a policy to amortize the goodwill on the SAMITRI and SAMARCO
purchases on the straight-line basis over a period of 5 years, starting in
October 2001 when we expect the benefits will begin to be realized. However, as
explained in note 2(p), upon adoption of SFAS 142 on January 1, 2002 such
straight-line amortization will cease.

     (d) On April 27, 2001 we acquired 100% of Ferteco Mineracao
S.A. -- FERTECO, a non-public company whose main activity is production and
commercialization of iron ore and pellets, for $523 in cash.

     The assets and liabilities acquired and corresponding goodwill were as
follows:


                                                           
Fair value of assets........................................   401
Fair value of liabilities...................................  (251)
                                                              ----
Net assets at fair value....................................   150
Purchase price..............................................   523
                                                              ----
Goodwill....................................................   373
                                                              ====


     For FERTECO inventories were valued at $57, property, plant and equipment
were valued at $178, and the deferred tax liability was $24.

     (e) On January 14, 2000 we sold 20.81% of the capital of Alumina do Norte
do Brasil S.A. -- ALUNORTE and a beneficial interest in 8% of the capital of
Mineracao Rio do Norte S.A. -- MRN owned by us for an aggregate of $164,
resulting in a gain of $54. The total consideration of $164 was received in
cash; however, $120 was received through the issue and sale of Perpetual Notes
with a fair value of $55 and this fair value continues to be reported as a
liability and periodically adjusted based on an early termination formula
reflecting the underlying profitability of MRN.

     (f) On March 9, 2001 we transferred our 10.33% interest in Companhia
Siderurgica Nacional -- CSN to VALIA, as a special pension plan contribution,
for $249 (fair market value determined based on the weighted average price of
the last thirty trading sessions at the Sao Paulo stock exchange in the period
ended on March 9, 2001). This transfer resulted in a gain of $107.

     (g) On April 27, 2001 we concluded the sale of our 32.00% interest in Bahia
Sul Celulose S.A. -- BSC for $318, received in cash on May 7, 2001. This
operation resulted in a gain of $170.

     (h) On June 6, 2001 we concluded the sale of our 51.48% interest in
Celulose Nipo-Brasileira S.A. -- CENIBRA for $671, received in cash on September
14, 2001. This operation resulted in a gain of $507.

                                       F-56

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

5.  INCOME TAXES

     Income taxes in Brazil comprise federal income tax and social contribution,
which is an additional federal tax. The statutory enacted tax rates applicable
in the periods presented are as follows:



                                                                NINE MONTHS ENDED
                                                                 SEPTEMBER 30 - %
                                                              ----------------------
                                                              2001         2000
                                                              -----   --------------
                                                                
Federal income tax..........................................  25.00            25.00
Social contribution(*)......................................   9.00    9.00 to 12.00
                                                              -----   --------------
Composite tax rate..........................................  34.00   34.00 to 37.00
                                                              =====   ==============


---------------

(*) As from May 1, 1999 through January 31, 2000, the social contribution rate
    has been increased from 8% to 12% (not enacted). Pursuant to a provisional
    measure, the social contribution rate will be 9% from February 1, 2000 to
    December 31, 2002 and will be reduced to 8% as from January 1, 2003.

     The amount reported as income tax benefit in this consolidated financial
information is reconciled to the statutory rates as follows:



                                                              NINE MONTHS
                                                                 ENDED
                                                              SEPTEMBER 30
                                                              ------------
                                                              2001    2000
                                                              ----    ----
                                                                
Income before income taxes, equity results and minority
  interests
                                                               597     668
                                                              ====    ====
Federal income tax and social contribution expense at
  statutory enacted rates...................................  (203)   (227)
Adjustments to derive effective tax rate:
  Tax benefit on interest attributed to stockholders........   226     144
  Exempt foreign income.....................................   185      65
  Tax incentives............................................    22      32
  Valuation allowance reversal (provision)..................   (27)     (5)
  Other non-taxable gains...................................     1      13
  Adjustment to reflect expected annual effective tax
     rate...................................................  (167)    (25)
                                                              ----    ----
Federal income tax and social contribution expense in
  consolidated statements of income.........................    37      (3)
                                                              ====    ====


     In 2000, we obtained approval of certain tax incentives relative to our
iron ore and manganese operations in Carajas. The incentives comprise full
income tax exemption on defined production levels up to 2005 and partial
exemption up to 2013. An amount equal to the tax saving must be appropriated to
a reserve account within stockholders' equity (Note 13) and may not be
distributed in the form of cash dividends.

                                       F-57

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     The major components of the deferred tax accounts in the balance sheet are
as follows:



                                                                 AS OF
                                                              SEPTEMBER 30
                                                              ------------
                                                              2001    2000
                                                              ----    ----
                                                                
NET CURRENT DEFERRED TAX ASSETS
  Accrued expenses deductible only when disbursed...........   147      64
  Interest attributed to stockholders.......................   217      --
  Adjustment to reflect expected annual effective tax
     rate...................................................  (167)    (25)
                                                              ----    ----
                                                               197      39
                                                              ====    ====
LONG-TERM DEFERRED TAX ASSETS AND LIABILITIES
ASSETS
Deferred tax relative to temporary differences:
  Established on the July 1, 1997 change in functional
     currency, less reversals...............................    --      22
  Relative to investments acquired..........................     9      15
Tax-deductible goodwill in business combinations............    71      96
Additional retirement benefits provision (in 2000 net of
  unrecognized pension obligation)..........................    49     135
Tax loss carry forwards.....................................   175     218
Other temporary differences.................................    29       3
                                                              ----    ----
                                                               333     489
                                                              ----    ----
LIABILITIES
Inflationary income.........................................   (22)    (29)
Established on the July 1, 1997 change in functional
  currency, less reversals..................................   (44)     --
Prepaid retirement benefit..................................   (30)     --
Fair value adjustments in business combinations.............   (59)    (58)
                                                              ----    ----
                                                              (155)    (87)
                                                              ----    ----
VALUATION ALLOWANCE
Beginning balance...........................................  (201)   (178)
Translation adjustments.....................................    54       1
Additions...................................................   (27)     (2)
                                                              ----    ----
Ending balance..............................................  (174)   (179)
                                                              ----    ----
Net long-term deferred tax assets...........................     4     223
                                                              ====    ====


6.  CASH AND CASH EQUIVALENTS



                                                                  AS OF
                                                               SEPTEMBER 30
                                                              --------------
                                                              2001     2000
                                                              -----    -----
                                                                 
Cash........................................................     33       28
Deposits in local currency..................................    451      464
Deposits in United States dollars...........................  1,224      563
                                                              -----    -----
                                                              1,708    1,055
                                                              =====    =====


                                       F-58

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

7.  INVENTORIES



                                                                 AS OF
                                                              SEPTEMBER 30
                                                              ------------
                                                              2001    2000
                                                              ----    ----
                                                                
Finished products
  Iron ore..................................................  116      80
  Gold......................................................    6      11
  Manganese.................................................   23      15
  Ferrous alloys............................................   22      30
  Others....................................................    7      14
Spare parts and maintenance supplies........................  112     145
                                                              ---     ---
                                                              286     295
                                                              ===     ===


8.  OTHER ASSETS -- LOANS AND ADVANCES



                                                                 AS OF
                                                              SEPTEMBER 30
                                                              ------------
                                                              2001    2000
                                                              ----    ----
                                                                
Alunorte(1).................................................  294     314
Cenibra.....................................................   --      85
Salobo(2)...................................................   60      79
CFN.........................................................   --      11
FCA.........................................................   83      76
Eletrobras..................................................    9      13
Sepetiba Tecon..............................................    9      12
Kobrasco....................................................   23      21
Wilsea......................................................   --       4
Usiminas....................................................   17      12
BNDES.......................................................    6       7
Others......................................................   15       2
                                                              ---     ---
     TOTAL RELATED PARTIES..................................  516     636
                                                              ===     ===
Cenibra.....................................................   57      --
Regional development loans..................................   16      28
Mineracao Morro Velho.......................................   18      18
Estaleiro Verolme...........................................    6       8
Others......................................................   --       2
                                                              ---     ---
     TOTAL UNRELATED PARTIES................................   97      56
                                                              ---     ---


---------------

(1) Includes on-lending outstanding balance of $203 (2000 -- $204), with
    identical conditions and terms, of a $200 U.S. dollar denominated loan
    obtained by us from the Nippon Amazon Aluminium Company (NAAC) in January
    1997 (bearing interest of 6.41% p.a. and maturing up to 2011).

(2) Convertible debentures bearing interest of IGPM plus 6.50% p.a.

                                       F-59

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

9.  PROPERTY, PLANT AND EQUIPMENT

  a) PER BUSINESS AREA:



                                                AS OF SEPTEMBER 30, 2001       AS OF SEPTEMBER 30, 2000
                                              ----------------------------   ----------------------------
                                                      ACCUMULATED                    ACCUMULATED
                                              COST    DEPRECIATION    NET    COST    DEPRECIATION    NET
                                              -----   ------------   -----   -----   ------------   -----
                                                                                  
Ferrous
  Ferrous -- Southern System
     Mining.................................    842        372         470   1,147        550         597
     Railroads..............................    818        396         422   1,087        540         547
     Marine terminals.......................    192         79         113     166        107          59
                                              -----      -----       -----   -----      -----       -----
                                              1,852        847       1,005   2,400      1,197       1,203
  Ferrous -- Northern System
     Mining.................................    564        256         308     738        330         408
     Railroads..............................    926        345         581   1,260        459         801
     Marine terminals.......................    172         83          89     223        113         110
                                              -----      -----       -----   -----      -----       -----
                                              1,662        684         978   2,221        902       1,319
     Pelletizing............................    168         92          76     202        132          70
     Ferrous-alloys.........................    217        113         104     273        142         131
     Energy.................................    131          5         126      85          4          81
     Construction in progress...............    380         --         380     287         --         287
                                              -----      -----       -----   -----      -----       -----
                                              4,410      1,741       2,669   5,468      2,377       3,091
                                              -----      -----       -----   -----      -----       -----
NON-FERROUS
  Potash....................................     44         15          29      49         16          33
  Gold......................................    225        147          78     321        148         173
  Kaolin....................................     65         10          55      95         12          83
  Research and projects.....................     15          7           8      20         10          10
  Construction in progress..................     33         --          33      39         --          39
                                              -----      -----       -----   -----      -----       -----
                                                382        179         203     524        186         338
                                              -----      -----       -----   -----      -----       -----
LOGISTICS
  General cargo.............................    278        140         138     368        180         188
  Maritime transportation...................    303        162         141     357        167         190
  Construction in progress..................     15         --          15      11         --          11
                                              -----      -----       -----   -----      -----       -----
                                                596        302         294     736        347         389
                                              -----      -----       -----   -----      -----       -----
HOLDINGS
  Pulp and paper............................     59         10          49     104         41          63
                                              -----      -----       -----   -----      -----       -----
CORPORATE CENTER
  Corporate.................................     34         14          20      35         15          20
  Construction in progress..................      4         --           4      15         --          15
                                              -----      -----       -----   -----      -----       -----
                                                 38         14          24      50         15          35
                                              -----      -----       -----   -----      -----       -----
  Total.....................................  5,485      2,246       3,239   6,882      2,966       3,916
                                              =====      =====       =====   =====      =====       =====


                                       F-60

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

  b) PER TYPE OF ASSETS:



                                           AS OF SEPTEMBER 30, 2001       AS OF SEPTEMBER 30, 2000
                                         ----------------------------   ----------------------------
                                                 ACCUMULATED                    ACCUMULATED
                                         COST    DEPRECIATION    NET    COST    DEPRECIATION    NET
                                         -----   ------------   -----   -----   ------------   -----
                                                                             
Land and buildings.....................    525        205         320     850        296         554
Installations..........................  1,349        665         684   1,717        928         789
Equipment..............................    569        246         323     639        316         323
Ships..................................    301        160         141     354        164         190
Railroads..............................  1,449        621         828   1,832        809       1,023
Mine development costs.................    284         72         212     318         73         245
Others.................................    576        277         299     820        380         440
                                         -----      -----       -----   -----      -----       -----
                                         5,053      2,246       2,807   6,530      2,966       3,564
Construction in progress...............    432         --         432     352         --         352
                                         -----      -----       -----   -----      -----       -----
Total..................................  5,485      2,246       3,239   6,882      2,966       3,916
                                         =====      =====       =====   =====      =====       =====


10.  INVESTMENTS



                                                                                 AS OF SEPTEMBER 30
                                                        ---------------------------------------------------------------------
                                                                         2001
                                                        ---------------------------------------
                                                        PARTICIPATION                NET INCOME                     EQUITY
                                                        IN CAPITAL(%)                (LOSS) FOR    INVESTMENTS    ADJUSTMENTS
                                                        --------------      NET         THE       -------------   -----------
INVESTMENTS IN AFFILIATED COMPANIES AND JOINT VENTURES  VOTING   TOTAL   EQUITY(1)   PERIOD(1)    2001    2000    2001   2000
------------------------------------------------------  ------   -----   ---------   ----------   -----   -----   ----   ----
                                                                                                 
STEEL
  Usinas Siderurgicas de Minas Gerais S.A. --
    USIMINAS(2)....................................     22.99    11.46     1,389         60         159     239     7      4
  Companhia Siderurgica Nacional -- CSN(3).........                           --         92          --     137     9      4
  Companhia Siderurgica de Tubarao -- CST(4).......     20.51    22.85     1,186         26         271     265     6     19
  California Steel Industries Inc. -- CSI..........     50.00    50.00       230         (5)        115     121    (3)    17
PAPER AND PULP
  Celulose Nipo-Brasileira S.A. -- CENIBRA(3)......                           --         17          --     215     9     50
  Bahia-Sul Celulose S.A -- BSC(3).................                           --          6          --     166     2     34
ALUMINUM AND BAUXITE
  Mineracao Rio do Norte S.A. -- MRN...............     40.00    40.00       358         53         143     146    21     29
  Valesul Aluminio S.A. -- VALESUL.................     54.51    54.51        72         15          39      46     8      8
  Alumina do Norte do Brasil S.A. -- ALUNORTE......     50.30    46.60        42        (79)         41      73   (37)     8
PELLETS
  Companhia Nipo-Brasileira de Pelotizacao --
    NIBRASCO.......................................     51.11    51.00        41        (12)         21      30     6      8
  Companhia Hispano-Brasileira de Pelotizacao --
    HISPANOBRAS....................................     51.00    50.89        30          8          16      21     4      6
  Companhia Coreano Brasileira de Pelotizacao --
    KOBRASCO.......................................     50.00    50.00         3        (17)          1      13    (8)     2
  Companhia Italo-Brasileira de Pelotizacao --
    ITABRASCO......................................     51.00    50.90        26          7          13      17     4      5
  Gulf Industrial Investment Company -- GIIC.......     50.00    50.00       130          8          65      --     4     --
  SAMARCO Mineracao S.A............................     50.00    50.00       355         (5)        229     352    (3)     4


                                       F-61

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED



                                                                                 AS OF SEPTEMBER 30
                                                        ---------------------------------------------------------------------
                                                                         2001
                                                        ---------------------------------------
                                                        PARTICIPATION                NET INCOME                     EQUITY
                                                        IN CAPITAL(%)                (LOSS) FOR    INVESTMENTS    ADJUSTMENTS
                                                        --------------      NET         THE       -------------   -----------
INVESTMENTS IN AFFILIATED COMPANIES AND JOINT VENTURES  VOTING   TOTAL   EQUITY(1)   PERIOD(1)    2001    2000    2001   2000
------------------------------------------------------  ------   -----   ---------   ----------   -----   -----   ----   ----
                                                                                                 
OTHERS
  Fertilizantes Fosfaltados S.A. -- FOSFERTIL(5)...     10.96    10.96       205         23          22      30     3      3
  Salobo Metais S.A. (6)...........................     50.00    50.00        37         --          18      27    --     --
  Ferrovia Centro-Atlantica S.A. -- FCA............     20.00    45.65        68        (61)         --      54   (28)   (14)
  Others...........................................                                                  43     120    (3)     4
                                                                                                  -----   -----   ---    ---
                                                                                                  1,196   2,072     1    191
INVESTMENTS AT COST
  ACOMINAS.........................................                                                  --      27    --     --
  SIDERAR (market value $18 in 2001 -- $50 in 2000)...   4.85     4.85                               15      15    --     --
  Unrealized holding gains on equity security......                                                   3      35    --     --
  MRS Logistica S.A................................     17.19     9.76                               19      --    --     --
  Others...........................................                                                   3      35    --     --
                                                                                                  -----   -----   ---    ---
                                                                                                  1,236   2,184     1    191
                                                                                                  =====   =====   ===    ===
CHANGE IN PROVISION FOR LOSSES ON EQUITY INVESTMENTS:
  Aluminio Brasileiro S.A. -- ALBRAS...............                                                               (37)    55
  Cia Ferroviaria do Nordeste......................                                                                (8)    (2)
                                                                                                                  ---    ---
                                                                                                                  (45)    53
                                                                                                                  ===    ===


---------------

(1) Based on US GAAP financial statements

(2) Value based on quoted market price at September 30, 2001 is $36

(3) Investments sold in 2001

(4) Value based on quoted market price at September 30, 2001 is $81

(5) Value based on quoted market price at September 30, 2001 is $31

(6) Development stage enterprise

     Goodwill included in the above investments is as follows:



                                                                                      AS OF
                                                ORIGINAL TERM OF    REMAINING     SEPTEMBER 30
                                                  AMORTIZATION     AMORTIZATION   -------------
INVESTEE                                            (YEARS)          (YEARS)      2001    2000
--------                                        ----------------   ------------   -----   -----
                                                                              
Usinas Siderurgicas de Minas Gerais S.A --
  USIMINAS....................................         20               10          60      93
Alumina do Norte do Brasil S.A. -- ALUNORTE...         35               34          21      30
SAMARCO Mineracao S.A.........................          5                5          51      73
                                                                                   ---     ---
                                                                                   132     196
                                                                                   ===     ===


     Based on our revised expectation for profitability and other economic
facts, we fully amortized the remaining goodwill relative to FCA and GIIC in the
quarter ended September 30, 2001.

                                       F-62

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     The combined financial position and results of operations of our affiliates
in the steel sector is as follows:



                                                              STEEL SECTOR AFFILIATES
                                                                     (COMBINED)
                                                                 AS OF SEPTEMBER 30
                                                              ------------------------
                                                                2001           2000
                                                              ---------      ---------
                                                                       
Balance sheet
  Current assets............................................    1,099          2,873
  Noncurrent assets.........................................    5,843         10,420
  Current liabilities.......................................     (973)        (2,929)
  Noncurrent liabilities....................................   (2,505)        (4,825)
  Purchase accounting adjustments...........................   (1,184)        (1,546)
                                                               ------         ------
  Stockholders' equity......................................    2,280          3,993
                                                               ======         ======
  Investments...............................................      545            762
                                                               ======         ======




                                                              STEEL SECTOR AFFILIATES
                                                                     (COMBINED)
                                                                 NINE MONTHS ENDED
                                                                    SEPTEMBER 30
                                                              ------------------------
                                                                2001           2000
                                                              ---------      ---------
                                                                       
Statement of operations
  Net sales.................................................    2,320          3,277
  Costs and expenses........................................   (2,195)        (2,958)
  Purchase accounting adjustments...........................        4             24
                                                               ------         ------
  Income before income taxes................................      129            343
  Income taxes..............................................       45           (146)
                                                               ------         ------
  Net income................................................      174            197
                                                               ======         ======
  Equity adjustments........................................       19             44
                                                               ======         ======


     Information with respect to other major affiliates' financial position and
results of operations is as follows:



                                                       AS OF SEPTEMBER 30
                                          ---------------------------------------------
                                            ALUNORTE         ALBRAS            MRN
                                          -------------   -------------   -------------
                                          2001    2000    2001    2000    2001    2000
                                          -----   -----   -----   -----   -----   -----
                                                                
Balance Sheet
  Current assets........................    120      74     100     123      51      72
  Noncurrent assets.....................    408     513     483     636     371     347
  Current liabilities...................    (76)    (78)   (163)   (235)    (26)    (17)
  Noncurrent liabilities................   (410)   (423)   (507)   (577)    (38)    (38)
                                          -----   -----   -----   -----   -----   -----
  Stockholders' equity..................     42      86     (87)    (53)    358     364
                                          =====   =====   =====   =====   =====   =====
Our participation.......................  46.60%  50.27%  51.00%  51.00%  40.00%  40.00%
                                          -----   -----   -----   -----   -----   -----
Investments.............................     20      43     (44)    (27)    143     146
                                          =====   =====   =====   =====   =====   =====


                                       F-63

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED



                                                 NINE MONTHS ENDED SEPTEMBER 30
                                          ---------------------------------------------
                                            ALUNORTE         ALBRAS            MRN
                                          -------------   -------------   -------------
                                          2001    2000    2001    2000    2001    2000
                                          -----   -----   -----   -----   -----   -----
                                                                
Statement of Operations Net sales.......    227     237     382     417     148     164
  Costs and expenses....................   (306)   (236)   (454)   (326)    (80)    (84)
  Income (loss) before income taxes.....    (79)      1     (72)     91      68      80
  Income taxes..........................     --      14      --      18      (6)    (15)
  Equity in results of affiliates.......     --      --      --      --      (9)      7
                                          -----   -----   -----   -----   -----   -----
  Net income (loss).....................    (79)     15     (72)    109      53      72
                                          =====   =====   =====   =====   =====   =====
Our participation.......................  46.60%  50.27%  51.00%  51.00%  40.00%  40.00%
Participation in results................    (37)      8     (37)     55      21      29
Change in provision for losses..........     --      --      37     (55)     --      --
                                          -----   -----   -----   -----   -----   -----
Equity adjustments......................    (37)      8      --      --      21      29
                                          =====   =====   =====   =====   =====   =====


     The provision for losses on equity investments of $47 and $32 at September
30, 2001 and 2000, respectively, relates to our investments in affiliates which
have reported negative stockholders' equity in their financial statements
prepared in accordance with US GAAP and in circumstances where we have assumed
commitments to fund our share of the accumulated losses, if necessary, through
additional capital contributions or other means. Accordingly we (a) first reduce
the value of the investment to zero and (b) subsequently provide for our portion
of negative equity. The provision is comprised as follows:



                                                           CIA
                                                       FERROVIARIA
                                                       DO NORDESTE   ALBRAS   TOTAL
                                                       -----------   ------   -----
                                                                     
PROVISION AT JANUARY 1, 2000.........................      (4)        (83)     (87)
Change in provision -- results.......................      (2)         55       53
                                                           --         ---      ---
                                                           (6)        (28)     (34)
Payment of capital...................................       1          --        1
Translation adjustment...............................      --           1        1
                                                           --         ---      ---
PROVISION AT SEPTEMBER 30, 2000......................      (5)        (27)     (32)
                                                           ==         ===      ===
PROVISION AT JANUARY 1, 2001.........................      --         (15)     (15)
Change in provision -- results.......................      (8)        (37)     (45)
                                                           --         ---      ---
                                                           (8)        (52)     (60)
Translation adjustment...............................       5           8       13
                                                           --         ---      ---
PROVISION AT SEPTEMBER 30, 2001......................      (3)        (44)     (47)
                                                           ==         ===      ===


     Dividends received from investees aggregated $112 and $94 in nine month
periods ended September 30, 2001 and 2000, respectively.

                                       F-64

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

11.  SHORT-TERM DEBT

     Our short-term borrowings are principally from commercial banks and include
import and export financing denominated in United States dollars, as follows:



                                                                  AS OF
                                                              SEPTEMBER 30
                                                              -------------
                                                              2001    2000
                                                              -----   -----
                                                                
Export......................................................   632     719
Import......................................................     2       9
Working Capital.............................................     9       7
                                                               ---     ---
                                                               643     735
                                                               ===     ===


     Average annual interest rates on short-term borrowings were 7.43% and 8.67%
in 2001 and 2000, respectively.

12.  LONG-TERM DEBT



                                                               AS OF SEPTEMBER 30
                                                           ---------------------------
                                                             CURRENT       LONG-TERM
                                                           LIABILITIES    LIABILITIES
                                                           -----------   -------------
                                                           2001   2000   2001    2000
                                                           ----   ----   -----   -----
                                                                     
Foreign debt
  Loans and financing contracted in the following
     currencies, maturing up to 2011:
     United States dollars...............................  199    235    1,047     743
     Japanese Yen........................................    9     10       30       4
     Others..............................................    2      3        3       3
  Fixed Rate Notes -- US$ denominated....................   --     --      500     500
  Export Securitization -- US$ denominated...............   --     --      300      --
  Perpetual notes........................................   --     --       56      55
  Accrued charges........................................   21     23       --      --
                                                           ---    ---    -----   -----
                                                           231    271    1,936   1,305
                                                           ---    ---    -----   -----
Local debt
  Indexed by Long-Term Interest Rate -- TJLP maturing up
     to 2002.............................................    3      7        7      12
  Indexed by General Price Index-Market (IGPM) maturing
     up to 2005..........................................    2     21       51      50
  Basket of currencies...................................   15     16       44      61
  Capital Lease..........................................   --      1       --      --
  Shareholders revenue interests (Note 3)................   --     --        3       3
  Indexed by U.S. dollars................................    5     21       23      64
  Accrued charges........................................    4      1       --      --
                                                           ---    ---    -----   -----
                                                            29     67      128     190
                                                           ---    ---    -----   -----
  Total..................................................  260    338    2,064   1,495
                                                           ===    ===    =====   =====


                                       F-65

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     The long-term portion at September 30, 2001 becomes due in the following
years:


                                                           
2002 (after September 30)...................................     55
2003........................................................    642
2004........................................................    713
2005........................................................    192
2006........................................................    129
2007 and thereafter.........................................    277
No due date (Perpetual notes)...............................     56
                                                              -----
                                                              2,064
                                                              =====


     At September 30, 2001 annual interest rates on long-term debt were as
follows:


                                                           
Up to 7%....................................................  1,141
7.1% to 9%..................................................    481
9.1% to 11%.................................................    562
Over 11%....................................................     84
Variable (Perpetual notes)..................................     56
                                                              -----
                                                              2,324
                                                              =====


     Long-term debt at September 30, 2001 is guaranteed or secured as follows:



                                                               AMOUNT OF
                                                               GUARANTEE
                                                               ---------
                                                            
Federal Government guarantee(*).............................      308
Export receivables (securitization).........................      125
Ships.......................................................       62


---------------

(*) For this guarantee, counter-guarantees were constituted by us with
    receivables of a subsidiary and an affiliate.

13.  STOCKHOLDERS' EQUITY

     Each holder of common and preferred class A stock is entitled to one vote
for each share on all matters that come before a stockholders' meeting, except
for the election of the Board of Directors, which is restricted to the holders
of common stock. As described in Note 3, the Brazilian Government holds a
preferred special share which confers on it permanent veto rights over certain
matters.

     The Board of Directors authorized the acquisition of up to 9,832,691 of our
own preferred class A shares, to remain in treasury for subsequent disposal or
cancellation. As of September 30, 2001, 3,519,288 shares had been acquired, at
an average weighted unit cost of R$20.03 (minimum cost of R$14.02 and maximum of
R$24.19).

     Both common and preferred stockholders are entitled to receive a dividend
of at least 25% of annual net income, upon approval at the annual stockholders'
meeting. In the case of preferred stockholders, this dividend cannot be less
than 6% of the preferred capital as stated in the statutory accounting records.
With respect to each of 2001 and 2000 we distributed dividends to preferred
stockholders in excess of this limit. Interest attributed to stockholders as
from January 1, 1996 is considered part of the minimum dividend.

     Brazilian law permits the payment of cash dividends only from retained
earnings as stated in the statutory accounting records and such payments are
made in Reais. At September 30, 2001, we had $239

                                       F-66

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

in undistributed retained earnings. In addition, appropriated retained earnings
at September 30, 2001 includes $1,532, related to the unrealized income and
expansion reserves, which could be freely transferred to retained earnings and
paid as dividends, if approved by the stockholders.

     No withholding tax is payable on distribution of profits earned as from
January 1, 1996, except for distributions in the form of interest attributed to
stockholders as explained in Note 2 (m).

     Brazilian laws and our By-laws require that certain appropriations be made
from retained earnings to reserve accounts on an annual basis, all determined in
accordance with amounts stated in the statutory accounting records, as detailed
below:



                                                               NINE MONTHS
                                                                  ENDED
                                                               SEPTEMBER 30
                                                              --------------
                                                              2001     2000
                                                              -----    -----
                                                                 
Appropriated retained earnings
  Unrealized income reserve
     Balance January 1......................................    874    1,062
     Transfer to retained earnings..........................   (234)     (34)
                                                              -----    -----
     Balance September 30...................................    640    1,028
  Expansion reserve
     Balance January 1......................................  1,546    1,367
     Transfer to capital stock..............................   (278)      --
     Transfer to retained earnings..........................   (376)     (43)
                                                              -----    -----
     Balance September 30...................................    892    1,324
  Legal reserve
     Balance January 1......................................    307      284
     Transfer to retained earnings..........................    (82)     (10)
                                                              -----    -----
     Balance September 30...................................    225      274
  Fiscal incentive depletion reserve
     Balance January 1......................................    771      842
     Transfer to retained earnings..........................   (207)     (27)
                                                              -----    -----
     Balance September 30...................................    564      815
  Fiscal incentive investment reserve
     Balance January 1......................................     39       12
     Transfer to capital stock..............................    (33)      --
     Transfer (to) from retained earnings...................     (6)      31
                                                              -----    -----
     Balance September 30...................................     --       43
                                                              -----    -----
Total appropriated retained earnings........................  2,321    3,484
                                                              =====    =====


     The purpose and basis of appropriation to such reserves is described below:

     - Unrealized income reserve -- this represents principally our share of the
       earnings of affiliates and joint ventures, not yet received in the form
       of cash dividends.

     - Expansion reserve -- this is a general reserve for expansion of our
       activities.

                                       F-67

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     - Legal reserve -- this reserve is a requirement for all Brazilian
       corporations and represents the appropriation of 5% of annual net income
       under Brazilian GAAP up to a limit of 20% of capital stock under
       Brazilian GAAP.

     - Fiscal incentive depletion reserve -- this represents an additional
       amount relative to mineral reserve depletion equivalent to 20% of the
       sales price of mining production, which is deductible for tax purposes
       providing an equivalent amount is transferred from retained earnings to
       the reserve account. This fiscal incentive expired in 1996.

     - Fiscal incentive investment reserve -- this reserve results from an
       option to designate a portion of income tax otherwise payable for
       investment in government approved projects and is recorded in the year
       following that in which the taxable income was earned. As from 2000, this
       reserve also contemplates the tax incentives described in Note 5.

14.  PENSION PLANS

     Since 1973 we have sponsored a defined benefit pension plan (the "Old
Plan") covering substantially all employees, with benefits based on years of
service, salary and social security benefits. This plan is administered by
Fundacao Vale do Rio Doce de Seguridade Social -- VALIA and was funded by
monthly contributions made by us and our employees, calculated based on periodic
actuarial appraisals.

     In May 2000, we implemented a new pension plan, which is primarily a
defined contribution plan with a defined benefit feature relative to service
prior to May 2000 (the "New Plan"), and offered our active employees the
opportunity of transferring to the New Plan. Over 98% of our active employees
opted to transfer to the New Plan. The Old Plan will continue in existence,
covering almost exclusively retired participants and their beneficiaries.

     The following information details the status of the defined benefit
elements of our plans in accordance with SFAS 132 "Employers' Disclosure about
Pensions and Other Post-retirement Benefits":

  (a) CHANGE IN BENEFIT OBLIGATION



                                                              AS OF AND FOR THE
                                                              NINE MONTHS ENDED
                                                                SEPTEMBER 30
                                                              -----------------
                                                               2001       2000
                                                              ------     ------
                                                                   
Benefit obligation at beginning of period...................  1,596      1,440
Service cost................................................      3          9
Interest cost...............................................     60         69
Benefits paid...............................................    (68)       (84)
Plan amendments.............................................     --        (13)
Effect of exchange rate changes.............................   (427)       (51)
Actuarial loss..............................................     --        242
                                                              -----      -----
Benefit obligation at end of period.........................  1,164      1,612
                                                              =====      =====


     The actuarial loss of $242 in the period of nine months ended September 30,
2000 is mainly due to the adoption of a new mortality table which is considered
to better reflect the current life expectancy of the plan participants.

                                       F-68

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

  (b) CHANGE IN PLAN ASSETS



                                                              AS OF AND FOR THE
                                                              NINE MONTHS ENDED
                                                                SEPTEMBER 30
                                                              -----------------
                                                               2001       2000
                                                              ------     ------
                                                                   
Fair value of plan assets at beginning of period............  1,189      1,231
Actual return on plan assets................................    114         82
Special employer contributions (Note 4(f))..................    249         --
Employer contributions......................................     14         25
Employee contributions......................................     --          4
Benefits paid...............................................    (68)       (84)
Effect of exchange rate changes.............................   (380)       (39)
                                                              -----      -----
Fair value of plan assets at end of period..................  1,118      1,219
                                                              =====      =====


     Plan assets at September 30, 2001 include $92 of portfolio investments in
our own shares ($92 at September 30, 2000) and $6 of shares of related parties
($9 at September 30, 2000), as well as $469 of Federal Government Securities
($426 at September 30, 2000).

  (c) ACCRUED PENSION COST LIABILITY



                                                                 AS OF
                                                              SEPTEMBER 30
                                                              ------------
                                                              2001    2000
                                                              ----    ----
                                                                
Funded status, excess of benefit obligation over plan
  assets....................................................   46      393
Unrecognized net transitory obligation......................  (84)    (136)
Unrecognized net actuarial loss.............................  (51)    (120)
                                                              ---     ----
Accrued pension cost liability (prepaid pension cost).......  (89)     137
                                                              ===     ====


  (d) RECOGNITION OF ADDITIONAL MINIMUM LIABILITY



                                                                 AS OF
                                                              SEPTEMBER 30
                                                              ------------
                                                              2001    2000
                                                              ----    ----
                                                                
Accrued pension cost liability..............................   --     137
Unrecognized pension obligation, limited to unrecognized net
  transitory obligation.....................................   46     136
Additional amount recognized in stockholders' equity........   --     119
                                                               --     ---
Minimum liability...........................................   46     392
                                                               ==     ===


  (e) ASSUMPTIONS USED IN EACH PERIOD



                                                                 2001          2000
                                                              ----------    ----------
                                                                      
Discount rate...............................................     6% p.a.       6% p.a.
Expected return on plan assets..............................     6% p.a.       6% p.a.
Rate of compensation increase...............................  1.82% p.a.    1.82% p.a.


                                       F-69

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     Net pension cost includes the following components:



                                                              NINE MONTHS
                                                                 ENDED
                                                              SEPTEMBER 30
                                                              ------------
                                                              2001    2000
                                                              ----    ----
                                                                
Service cost -- benefits earned during the period...........     3      9
Interest cost on projected benefit obligation...............    60     69
Actual return on assets.....................................  (114)   (82)
Amortization of initial transitory obligation...............     9     12
Net deferral................................................    66     30
                                                              ----    ---
                                                                24     38
Employee contributions......................................    --     (4)
                                                              ----    ---
Net periodic pension cost...................................    24     34
                                                              ====    ===


     In addition to benefits provided under our pension plan accruals have been
made relative to supplementary benefits extended in previous periods as part of
early-retirement programs. Such accruals included in long-term liabilities
totaled $148 and $138, at September 30, 2001 and 2000, respectively, plus $23
and $22 in current liabilities.

     The cost recognized in the period of nine months ended September 30, 2001
relative to the defined contribution element of the New Plan was $3.

15.  COMMITMENTS AND CONTINGENCIES

     (a) At September 30, 2001, we had extended guarantees for borrowings
obtained by affiliates and joint ventures in the amount of $843, of which $645
is denominated in United States dollars and the remaining $198 in local
currency. These guarantees include $372 relative to ALBRAS and $78 relative to
ALUNORTE (see Note 10).

     (b) CVRD and its subsidiaries are defendants in numerous legal actions in
the normal course of business. Based on the advice of our legal counsel,
management believes that the provision made against contingent losses is
sufficient to cover probable losses in connection with such actions.

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



                                                            AS OF SEPTEMBER 30
                                            ---------------------------------------------------
                                                      2001                       2000
                                            ------------------------   ------------------------
                                            PROVISION FOR   JUDICIAL   PROVISION FOR   JUDICIAL
                                            CONTINGENCIES   DEPOSITS   CONTINGENCIES   DEPOSITS
                                            -------------   --------   -------------   --------
                                                                           
Labor claims..............................        97           45            98           60
Civil claims..............................       102           42           139           15
Tax -- related actions....................       122           58            69           32
Others....................................        52            2             6            2
                                                 ---          ---           ---          ---
                                                 373          147           312          109
                                                 ===          ===           ===          ===
Current...................................        --           --            --           --
Long-term.................................       373          147           312          109
                                                 ---          ---           ---          ---
                                                 373          147           312          109
                                                 ===          ===           ===          ===


                                       F-70

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     Labor-related actions principally comprise employee claims for (i) payment
of time spent travelling from their residences to the work-place, (ii)
additional payments for alleged dangerous or unhealthy working conditions and
(iii) various other matters, often in connection with disputes about the amount
of indemnities paid upon dismissal.

     Civil actions principally relate to claims made against us by contractors
in connection with losses alleged to have been incurred by them as a result of
various past government economic plans during which full indexation of contracts
for inflation was not permitted.

     Tax-related actions principally comprise our challenges of changes in basis
of calculation and rates of certain revenue taxes and of the tax on financial
movements -- CPMF.

     We continue to vigorously pursue our interests in all the above actions but
recognize that probably we will incur some losses in the final instance, for
which we have made provisions.

     Our judicial deposits are made as required by the courts for us to be able
to enter or continue a legal action. When judgment is favorable to us, we
receive the deposits back; when unfavorable, the deposits are delivered to the
prevailing party.

     Contingencies settled in the nine months ended September 30, 2001 and 2000
aggregated $19 and $15, respectively, and additional provisions aggregated $125
and $131 in these periods, respectively.

     (c) We are defendants in two actions seeking substantial compensatory
damages brought by the Municipality of Itabira, State of Minas Gerais, which we
believe are without merit. Due to the remote likelihood that any loss will arise
therefrom no provision has been made in the financial statements with respect to
these two actions.

     (d) We are committed under a take-or-pay agreement to take delivery of
approximately 175,950 metric tons per year of aluminum from ALBRAS at market
prices. This estimate is based on 51% of ALBRAS expected production and, at a
market price of $1,368.15 per metric ton at September 30, 2001, represents an
annual commitment of $241. We are also committed to take-or-pay 459,214 metric
tons per year of alumina produced by ALUNORTE which at a market price of $183.21
per metric ton at September 30, 2001, represents an annual commitment of $84.
Actual take from ALBRAS was $176 and $196 during the nine month periods ended
September 30, 2001 and 2000, respectively, and direct from ALUNORTE (net of take
ceded to ALBRAS) was $22 and $35 during the nine month periods ended September
30, 2001 and 2000, respectively.

     (e) We and BNDES entered into a contract, known as the Mineral Risk
Contract, in March 1997, relating to prospecting authorizations for mining
regions where drilling and exploration are still in their early stages. The
Mineral Risk Contract provides for the joint development of certain unexplored
mineral deposits in approximately two million identified hectares of land in the
Carajas region, as well as proportional participation in any financial benefits
earned from the development of such resources. Iron ore and manganese deposits
already identified and subject to development are specifically excluded from the
Mineral Risk Contract.

     Pursuant to the Mineral Risk Contract, we and BNDES each agreed to provide
$205, which represents half of the $410 in expenditures estimated as necessary
to complete geological exploration and mineral resource development projects in
the region over a period of five years. Under certain circumstances, this period
may be extended for an additional two years. We oversee these projects and BNDES
advances us half of our costs on a quarterly basis. Under the Mineral Risk
Contract, as of September 30, 2001, each of us and BNDES had remaining
commitments to contribute an additional $89 toward exploration and development
activities. We both expect to fund a portion of these contributions through the
end of 2001. In the event that either of us wishes to conduct further
exploration and development after having spent such $205, the contract provides
that each party may either choose to

                                       F-71

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

match the other party's contributions, or may choose to have its financial
interest proportionally diluted. If a party's participation in the project is
diluted to an amount lower than 40% of the amount invested in connection with
exploration and development projects, then the Mineral Risk Contract provides
that the diluted party will lose (1) all the rights and benefits provided for in
the Mineral Risk Contract and (2) any amount previously contributed to the
project.

     Under the Mineral Risk Contract, BNDES has agreed to compensate us for our
contribution of existing development and ownership rights in the Carajas region
through a finder's fee production royalty on mineral resources that are
discovered and placed into production. This finder's fee is equal to 3.5% of the
revenues derived from the sale of gold, silver and platinum group metals and
1.5% of the revenues derived from the sale of other minerals, including copper,
except for gold and other minerals discovered at Serra Leste, for which the
finder's fee is equal to 6.5% of revenues.

     (f) At the time of our privatization in 1997, we issued shareholder revenue
interests known in Brazil as "debentures" to our then-existing shareholders,
including the Brazilian Government. The terms of the "debentures", which are
described below, were set to ensure that our pre-privatization shareholders,
including the Brazilian Government, would participate alongside us in potential
future financial benefits that we are able to derive from exploiting our mineral
resources.

     In preparation for the issuance of the debentures, we issued series B
preferred shares on a one-for-one basis to all holders of our common shares and
series A preferred shares. We then exchanged all of the series B shares for the
debentures at par value. The debentures are not redeemable or convertible, and
do not trade on a stapled basis or otherwise with our common or preferred
shares. At present the debentures cannot be traded. Holders will be able to
trade the debentures only after a three-month period that will commence upon
completion of the sale by the Brazilian Government of its 32% stake in our
common shares, which will constitute the final step of our privatization. We
will be required to register the debentures with the CVM in order to permit
trading at this time. We cannot be sure when the final step of our privatization
will take place.

     Under Brazilian Central Bank regulations, pre-privatization shareholders
that held their shares through our American Depositary Receipt, or ADR, program
were not permitted to receive the debentures or any financial benefits relating
to the debentures. We sought approval from the Central Bank to distribute the
debentures to the ADR holders, but the Central Bank rejected our request. We
intend to renew our request to the Central Bank, but we cannot be sure that we
will succeed. If the Central Bank does not approve our request, the ADR
depositary will not be able to distribute the debentures to the ADR holders and
will not be able to sell the debentures. Therefore, unless the Central Bank
approves our request, the debentures will not have any value for ADR holders.

     Under the terms of the debentures, holders will have the right to receive
semi-annual payments equal to an agreed percentage of our net revenues (revenues
less value added tax) from certain identified mineral resources that we owned as
of May 1997, to that extent the we exceed defined threshold production volumes
of these resources, and from the sale of mineral rights that we owned as of May
1997. Our obligation to make payments to the holders will cease when the
relevant mineral resources are exhausted. Based on current production levels, we
would begin making payments related to iron ore resources in approximately 2012,
and payments related to other mineral resources in later years.

                                       F-72

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     The table below summarizes the amounts we will be required to pay under the
debentures based on the net revenues we earn from the identified mineral
resources and the sale of mineral rights.



          AREA                 MINERAL                   REQUIRED PAYMENTS BY CVRD
          ----                 -------                   -------------------------
                                       
Southern System            Iron ore          1.8% of net revenue, after total production from
                                             May 1997 exceeds 1.7 billion tons.
Northern System            Iron ore          1.8% of net revenue, after total production from
                                             May 1997 exceeds 1.2 billion tons.
Pojuca, Andorinhas,        Gold and copper   2.5% of net revenue from the beginning of
Liberdade and Sossego                        commercial production.
Igarape Bahia and Alemao   Gold and copper   2.5% of net revenue, after total production from
                                             the beginning of commercial production exceeds 70
                                             tons of gold.
Fazenda Brasileiro         Gold              2.5% of net revenue after total production from
                                             the beginning of commercial production exceeds 26
                                             tons.
Other areas, excluding     Gold              2.5% of net revenue.
  Carajas/Serra Leste
Other areas owned as of    Other minerals    1% of net revenue, 4 years after the beginning of
  May 1997                                   commercial production.
All areas                  Sale of mineral   1% of the sales price.
                           rights owned as
                           of May 1997


     (g) At September 30, 2001 we have provided $29 for environmental
liabilities. Such provisions relate to site restoration at mines already closed
or which are expected to be closed in the next two years.

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

16.  SEGMENT AND GEOGRAPHICAL INFORMATION

     In 1999 we adopted SFAS 131 "Disclosures about Segments of an Enterprise
and Related Information" with respect to the information we present about our
operating segments. SFAS 131 introduced a "management approach" concept for
reporting segment information, whereby financial information is required to be
reported on the basis that the top decision-maker uses such information
internally for evaluating segment performance and deciding how to allocate
resources to segments. Our business segments are currently organized as follows:

     Ferrous products -- comprises iron ore mining and pellet production, as
well as the Northern and Southern transportation systems, including railroads,
ports and terminals, as they pertain to mining operations. Manganese mining and
ferrous alloys are also classified in this segment.

     Non-ferrous products -- comprises the production of gold and other
non-ferrous minerals.

     Logistics -- comprises our transportation systems as they pertain to
external commercial operations, and the operations of our ships.

     Holdings -- divided into the following sub-groups:

     - Pulp and paper -- comprises our forestation activities and investments in
       joint ventures and affiliates engaged in the manufacture of pulp and
       paper products.

                                       F-73

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     - Aluminum -- comprises aluminum trading activities and investments in
       joint ventures and affiliates engaged in bauxite mining, alumina refining
       and aluminum metal smelting.

     - Steel -- comprises our investments in joint ventures and affiliates
       operating in the steel industry.

     - Others -- comprises our investments in joint ventures and affiliates
       engaged in other businesses.

     Corporate Center -- the Corporate Center is responsible for accounting and
control, finance, legal matters, human resources and administration, investor
and external relations and internal auditing.

     Information presented to top management with respect to the performance of
each segment is generally derived directly from the accounting records
maintained in accordance with Brazilian corporate law together with certain
minor inter-segment allocations, and is focused primarily on return on capital
employed (ROCE), net operating profit less taxes (NOPLT) as well as net income.

                                       F-74

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     Consolidated net income and principal assets are reconciled as follows:


                                          AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                     -----------------------------------------------------------------
                                                                                 HOLDINGS
                                                                     ---------------------------------
                                                                     PULP
                                                 NON                  AND
                                     FERROUS   FERROUS   LOGISTICS   PAPER   ALUMINUM   STEEL   OTHERS
                                     -------   -------   ---------   -----   --------   -----   ------
                                                                           
RESULTS
Revenues -- Export.................   2,570      133        125        49       225       --      --
Revenues -- Domestic...............     805       58        269         7         1       --      --
Cost and expenses..................  (2,292)    (141)      (446)(1)   611(2)   (209)     107(3)   --
Interest revenue...................      22        1          6         7         5       --      --
Interest expense...................     (76)      (9)        (7)       --        (1)      (3)     --
Depreciation.......................    (128)     (23)       (17)       (2)       --       --      --
Pension plan.......................     (19)      (3)        (2)       --        --       --      --
Equity.............................      11       --        (43)       11       (45)      19       3
Income taxes.......................       2       --         (1)       (3)       --       --      --
                                     ------     ----       ----       ---      ----      ---      --
Net income.........................     895       16       (116)      680       (24)     123       3
                                     ======     ====       ====       ===      ====      ===      ==
Sales classified by geographic
  destination:
Export market
  Latin America....................     194        4         52        --         8       --      --
United States......................     154      100         15        42        33       --      --
Europe.............................   1,015       27         43         7       161       --      --
Middle East........................     149       --          3        --        --       --      --
Japan..............................     395       --          9        --        12       --      --
Asia, other than Japan.............     663        2          3        --        11       --      --
                                     ------     ----       ----       ---      ----      ---      --
                                      2,570      133        125        49       225       --      --
Domestic market....................     805       58        269         7         1       --      --
                                     ------     ----       ----       ---      ----      ---      --
                                      3,375      191        394        56       226       --      --
                                     ======     ====       ====       ===      ====      ===      ==
Assets:
Property, plant and equipment,
  net..............................   2,669      203        294        49        --       --      --
Capital expenditures...............     382       36         17        --        --       --      --
Investments in affiliated companies
  and joint ventures and other
  investments......................     385       20         35        --       179      545      25
                                     ======     ====       ====       ===      ====      ===      ==
Capital employed...................   2,819      194        302        46        (2)      10       1
NOPLT..............................   1,071       62         55       (30)       17       (1)     --
ROCE...............................      38%      32%        18%      (65)%      --      (10)%    --


                                     AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                     ---------------------------------------

                                     CORPORATE
                                      CENTER     ELIMINATIONS   CONSOLIDATED
                                     ---------   ------------   ------------
                                                       
RESULTS
Revenues -- Export.................      --           (986)         2,116
Revenues -- Domestic...............      --           (124)         1,016
Cost and expenses..................    (910)         1,110         (2,170)
Interest revenue...................      75            (36)            80
Interest expense...................    (180)            36           (240)
Depreciation.......................      (4)            --           (174)
Pension plan.......................      --             --            (24)
Equity.............................      --             --            (44)
Income taxes.......................      39             --             37
                                       ----         ------         ------
Net income.........................    (980)            --            597
                                       ====         ======         ======
Sales classified by geographic
  destination:
Export market
  Latin America....................      --            (69)           189
United States......................      --            (57)           287
Europe.............................      --           (450)           803
Middle East........................      --            (57)            95
Japan..............................      --           (114)           302
Asia, other than Japan.............      --           (239)           440
                                       ----         ------         ------
                                         --           (986)         2,116
Domestic market....................      --           (124)         1,016
                                       ----         ------         ------
                                         --         (1,110)         3,132
                                       ====         ======         ======
Assets:
Property, plant and equipment,
  net..............................      24             --          3,239
Capital expenditures...............       9             --            444
Investments in affiliated companies
  and joint ventures and other
  investments......................      --             --          1,189
                                       ====         ======         ======
Capital employed...................     (15)           (50)         3,305
NOPLT..............................    (166)            (9)           999
ROCE...............................      --             --             30%


---------------

(1) -- Includes provisions $101 to reflect realizable value of assets

(2) -- Includes $170 profit on sale of Bahia Sul Celulose S.A. -- BSC and $507
       profit on sale of Celulose Nipo-Brasileira S.A. -- CENIBRA

(3) -- Includes $107 profit on sale of Companhia Siderurgica Nacional -- CSN

                                       F-75

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED



                                                  AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                        -----------------------------------------------------------------------------------------------------------
                                                                    HOLDINGS
                                                        ---------------------------------
                                                        PULP
                                    NON                  AND                                CORPORATE
                        FERROUS   FERROUS   LOGISTICS   PAPER   ALUMINUM   STEEL   OTHERS    CENTER     ELIMINATIONS   CONSOLIDATED
                        -------   -------   ---------   -----   --------   -----   ------   ---------   ------------   ------------
                                                                                         
RESULTS
Revenues -- Export....   1,980      143        143       114       274       --      --         --          (649)          2,005
Revenues -- Domestic...    748       70        295         9        11        1      --         --           (47)          1,087
Cost and expenses.....  (1,784)    (154)      (307)     (114)     (193)      (3)     --       (358)          696          (2,217)
Interest revenue......      32        1          1         5        21       --      --        114           (38)            136
Interest expense......     (46)      (9)        (6)       --        (3)      (4)     --       (174)           38            (204)
Depreciation..........     (87)     (18)       (18)       (2)       --       --      --         (5)           --            (130)
Pension plan..........      (7)      (2)        --        --        --       --      --         --            --              (9)
Equity................      31       --        (18)       84       100       44       3         --            --             244
Income taxes..........       2       --          6        (4)       (4)      --      --         (3)           --              (3)
                        ------     ----       ----      ----      ----      ---      --       ----          ----          ------
Net income............     869       31         96        92       206       38       3       (426)           --             909
                        ======     ====       ====      ====      ====      ===      ==       ====          ====          ======
Sales classified by
  geographic
  destination:
Export market
  Latin America.......     161       --         16        --        17       --      --         --           (51)            143
United States.........     169      113         53       114        34       --      --         --           (70)            413
Europe................     660       28         56        --       172       --      --         --          (120)            796
Middle East...........     135       --          3        --        16       --      --         --           (11)            143
Japan.................     409        2          8        --        34       --      --         --          (191)            262
Asia, other than
  Japan...............     446       --          7        --         1       --      --         --          (206)            248
                        ------     ----       ----      ----      ----      ---      --       ----          ----          ------
                         1,980      143        143       114       274       --      --         --          (649)          2,005
Domestic market.......     748       70        295         9        11        1      --         --           (47)          1,087
                        ------     ----       ----      ----      ----      ---      --       ----          ----          ------
                         2,728      213        438       123       285        1      --         --          (696)          3,092
                        ======     ====       ====      ====      ====      ===      ==       ====          ====          ======
Assets:
Property, plant and
  equipment, net......   3,091      338        389        63        --       --      --         35            --           3,916
Capital
  expenditures........     168       29         12        --        --       --      --          5            --             214
Investments in
  affiliated companies
  and joint ventures
  and other
  investments.........     463       32        111       403       238      838      67         --            --           2,152
                        ======     ====       ====      ====      ====      ===      ==       ====          ====          ======
Capital employed......   3,174      343        434        44         2       12       4        (28)           31           4,016
NOPLT.................     850       44        119         3        22        1      --       (139)           --             900
ROCE..................      27%      13%        27%        7%       --        8%     --         --            --              22%


17.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amount of our current financial instruments generally
approximates fair market value because of the short-term maturity or frequent
repricing of these instruments.

     The market value of long-term investments, where available, is disclosed in
Note 10 to these financial statements.

                                       F-76

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

     Based on borrowing rates currently available to us for bank loans with
similar terms and average maturities, the fair market value of long-term debt at
September 30, 2001 is not substantially different from that as of December 31,
2000.

     Fair market value estimates are made at a specific point in time, based on
relevant market information and information about the financial instruments.
Changes in assumptions could significantly affect the estimates.

18.  DERIVATIVE FINANCIAL INSTRUMENTS

     Volatility of interest rates, exchange rates and commodity prices are the
main market risks to which we are exposed -- all three are managed through
derivative operations. These have the exclusive aim of reducing exposure to
risk. We do not use derivatives for speculation purposes.

     We monitor and evaluate our derivative positions on a regular basis and
adjust our strategy in response to market conditions. We also periodically
review the credit limits and credit worthiness of our counter-parties in these
transactions. In view of the policies and practices established for operations
with derivatives, management considers the occurrence of non-measurable risk
situations as unlikely.

     As from January 1, 2001 we adopted SFAS 133 "Accounting for Derivative
Financial Instruments and Hedging Activities", as amended by SFAS 137 and SFAS
138, and began to recognize all derivatives on our balance sheet at fair value.
Accordingly we recognized an initial transition adjustment of $3 as a charge in
our statement of income relative to net unrealized losses on contracts open as
of December 31, 2000. Subsequently to January 1, 2001 all derivatives have been
adjusted to fair market value at each balance sheet date and the change included
in current earnings.

     For the nine month period ended September 30, 2001 the movement of
unrealized and realized gains or losses on derivative financial instruments is
as follows:



                                                               NET GAINS (LOSSES)}
                                                       ------------------------------------
                                                              INTEREST
                                                               RATES
                                                       GOLD   (LIBOR)    CURRENCIES   TOTAL
                                                       ----   --------   ----------   -----
                                                                          
Initial unrealized gains and losses at January 1,
  2001...............................................    9       (8)         (4)        (3)
  Change in the period...............................    2      (39)         (1)       (38)
  (Gains) and losses realized in the period..........   (5)       6           2          3
                                                        --      ---          --        ---
  UNREALIZED GAINS AND (LOSSES) AT
     SEPTEMBER 30, 2001..............................    6      (41)         (3)       (38)
                                                        ==      ===          ==        ===


     Realized and unrealized gains and losses are included in our income
statement under the following captions:

        Gold -- other operating costs and expenses;

        Interest rates -- financial expenses;

        Currencies -- foreign exchange and monetary losses, net.

     Final maturity dates for the above instruments are as follows:


                                                           
Gold........................................................  December 2005
Interest rates (libor)......................................   October 2007
Currencies..................................................     April 2005


                                       F-77

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

  (a) INTEREST RATE AND EXCHANGE RATE RISK

     Interest rate risks mainly relate to that part of the debt borrowed at
floating rates. The foreign currency debt is largely subject to fluctuations in
the London Interbank Offered Rate -- LIBOR. That portion of local currency
denominated debt that is subject to floating rates is linked to the Long Term
Interest Rate -- TJLP, fixed quarterly by the Brazilian Central Bank. Since May
1998, we have used derivative instruments to protect overselves against
fluctuations in the LIBOR rate.

     There is an exchange rate risk associated with our foreign currency
denominated debt. On the other hand, a substantial proportion of our revenues
are denominated in, or automatically indexed to, the U.S. dollar, while the
majority of costs are expressed in reais. This provides a natural hedge against
any devaluation of the Brazilian real against the U.S. dollar. When events of
this nature occur, the immediate negative impact on foreign currency denominated
debt is offset over time by the positive effect of devaluation on future cash
flows.

     With the advent of a floating exchange rate regime in Brazil in January
1999, we adopted a strategy of monitoring market fluctuations, using derivatives
to protect against specific risks from exchange rate variation.

     From time to time we enter into foreign exchange derivative swap
transactions seeking to change the characteristics of our real-denominated cash
investments to US dollar-indexed instruments. The extent of such transactions
depends on our perception of market and currency risk, but is never speculative
in nature. All such operations are marked-to-market at each balance sheet date
and the effect included in financial income or expense. During the nine months
ended September 30, 2001 our use of such instruments was not significant.

  (b) COMMODITY PRICE RISK

     We also use derivative instruments to manage exposure to changing gold
prices. Derivatives allow the fixing of an average minimum profit level for
future gold production. However, they may also have the effect of eliminating
potential gains on certain price increases in the spot market for gold. We
manage our contract positions actively, and the results are reviewed at least
monthly, allowing adjustments to targets and strategy to be made in response to
changing market conditions.

     In the case of gold derivatives, our policy has been to settle all
contracts through cash payments or receipts, without physical delivery of
product.

     Our affiliates Albras and Alunorte manage the risk of fluctuating aluminum
prices using derivatives, allowing an average minimum profit level for future
production and ensuring stable cash generation. However, they may also have the
effect of eliminating potential gains on certain price increases in the spot
market for aluminum. We account for both affiliates using the equity method.

     In December 2000, we introduced a new risk management system to evaluate,
measure and manage the market risk associated with our financial activities,
using the value-at-risk -- VAR method. VAR incorporates a variety of risk
factors which affect our results, including commodity prices, interest and
exchange rate volatilities, as well as the correlation between all these
variables. This tool will permit more efficient monitoring of market risk
exposure.

19.  INFORMATION ABOUT OUR AUDITORS

     Our consolidated financial statements are reviewed by
PricewaterhouseCoopers Auditores Independentes. The financial statements of
certain of our subsidiaries and affiliates have been reviewed by independent
accountants other than PricewaterhouseCoopers Auditores Independentes and, as
mentioned

                                       F-78

         NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
    EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, UNLESS OTHERWISE STATED

in their report, PricewaterhouseCoopers Auditores Independentes has relied on
such reviews when issuing their report on our consolidated financial statements.

     The following entities prepare interim financial statements in US GAAP
which are reviewed in accordance with auditing standards generally accepted in
the United States of America:



                                             INDEPENDENT
                                             ACCOUNTANTS   PERIODS REVIEWED    CITY     STATE   COUNTRY
                                             -----------   ----------------   -------   -----   -------
                                                                                 
Aluminio Brasileiro S.A.-ALBRAS............    DTT          2001, 2000          RJ      RJ      Brazil
Alumina do Norte do Brasil S.A.-ALUNORTE...    DTT          2001, 2000          RJ      RJ      Brazil
Bahia Sul Celulose S.A.(1).................   KPMG          2000, 1999          SP      SP      Brazil
Celulose Nipo-Brasileira S.A.-CENIBRA(1)...    DTT          2001, 2000          BH      MG      Brazil
Navegacao Vale do Rio Doce S.A.-DOCENAVE...    DTT          2001, 2000          RJ      RJ      Brazil
DOCEPAR S.A. ..............................    DTT          2001, 2000          RJ      RJ      Brazil
Companhia Hispano-Brasileira de
  Pelotizacao-HISPANOBRAS..................    AA           2001, 2000        Vitoria   ES      Brazil
Companhia Italo-Brasileira de Pelotizacao-
  ITABRASCO................................    AA           2001, 2000        Vitoria   ES      Brazil
Companhia Coreano Brasileira de
  Pelotizacao-KOBRASCO.....................    DTT          2001, 2000          RJ      RJ      Brazil
Minaracao Rio do Norte S.A. ...............    AA           2001, 2000          RJ      RJ      Brazil
Companhia Nipo-Brasileira de Pelotizacao-
  NIBRASCO.................................    DTT          2001, 2000          RJ      RJ      Brazil
Valesul Aluminio S.A. .....................   KPMG          2001, 2000          RJ      RJ      Brazil
Companhia Siderurgica Nacional(1)..........    AA              2000             RJ      RJ      Brazil


---------------

(1) Investments sold in 2001.


    
AA --  Arthur Andersen S/C
DTT -- Deloitte Touche Tohmatsu
RJ --  Rio de Janeiro
MG --  Minas Gerais
BH --  Belo Horizonte
SP --  Sao Paulo
ES --  Espirito Santo


                                       F-79


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                                       [DELOITTE
TOUCHE TOHMATSU LOGO]
INDEPENDENT ACCOUNTANTS' REPORT

To the Directors and Stockholders of
ALBRAS -- Aluminio Brasileiro S.A.
Barcarena -- PA

We have audited the accompanying balance sheets of ALBRAS -- Aluminio Brasileiro
S.A. as of December 31, 2000 and 1999, and the related statements of operations,
changes in stockholders' deficiency and cash flows for the three-year period
ended December 31, 2000 (all expressed in United States dollars). These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the accompanying financial statements referred to above present
fairly, in all material respects, the financial position of ALBRAS -- Aluminio
Brasileiro S.A. at December 31, 2000 and 1999, and the results of its operations
and its cash flows for the three-year period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.

January 19, 2001

/s/ DELOITTE TOUCHE TOHMATSU

                                       B-1


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REPORT

To the Directors and Stockholders of
ALBRAS -- Aluminio Brasileiro S.A.
Barcarena -- PA

We have reviewed the accompanying balance sheets of ALBRAS - Aluminio Brasileiro
S.A. as of September 30, 2001 and 2000, and the related statements of
operations, changes in stockholders' deficiency and cash flows for the
nine-month periods then ended (all expressed in United States dollars). These
financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.

/s/ DELOITTE TOUCHE TOHMATSU

October 23, 2001

                                       B-2


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REPORT

To the Directors and Stockholders
ALUNORTE -- Alumina do Norte do Brasil S.A.
Barcarena -- PA

We have audited the accompanying balance sheets of ALUNORTE -- Alumina do Norte
do Brasil S.A. as of December 31, 2000 and 1999, and the related statement of
operations, changes in stockholders' equity and cash flows for the three-year
period ended December 31, 2000 (all expressed in United States Dollars). These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the accompanying financial statements referred to above present
fairly, in all material respects, the financial position of ALUNORTE -- Alumina
do Norte do Brasil S.A. as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the three-year period ended December 31, 2000,
in conformity with accounting principles generally accepted in the United States
of America.

January 17, 2001

/s/ DELOITTE TOUCHE TOHMATSU

                                       B-3


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REPORT

To the Directors and Stockholders
ALUNORTE -- Alumina do Norte do Brasil S.A.
Barcarena -- PA

We have reviewed the accompanying balance sheets of ALUNORTE -- Alumina do Norte
do Brasil S.A. as of September 30, 2001 and 2000, and the related statements of
operations, changes in stockholders' equity and cash flows for the nine-month
periods then ended (all expressed in United States dollars). These financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquires of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.

/s/ DELOITTE TOUCHE TOHMATSU

October 23, 2001

                                       B-4


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and Stockholders of
Vale do Rio Doce Aluminio S.A. -- ALUVALE

We have audited the accompanying balance sheets of Vale do Rio Doce Aluminio
S.A. -- ALUVALE as of December 31, 2000 and 1999, and the related statements of
operations, cash flows and changes in stockholders' equity for each of the
three-years in the period ended December 31, 2000 (all expressed in United
States dollars). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of the Mineracao Rio do Norte S.A. (2000, 1999 and 1998) and Valesul
Aluminio S.A. (2000 and 1999), the Company's investment in which are accounted
for by use of the equity method. The Company's equity in the aforementioned
affiliates companies' net assets at December 31, 2000 and 1999, totaling
US$197,104,000 and US$186,296,000, respectively, and the Company's net equity in
the aforementioned affiliated companies' net income for the years ended December
31, 2000, 1999 and 1998, totaling US$47,861,000, US$10,538,000 and
US$27,688,000, respectively, are included in the accompanying financial
statements. The financial statements of the above mentioned affiliated companies
were audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for such companies is
based solely on the reports of such other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the
accompanying financial statements referred to above present fairly, in all
material respects, the financial position of Vale do Rio Doce Aluminio
S.A. -- ALUVALE as of December 31, 2000 and 1999 and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2000 in conformity with the accounting principles generally
accepted in the United States of America.

/s/ DELOITTE TOUCHE TOHMATSU

January 19, 2001

                                       B-5


[KPMG LOGO]

KPMG AUDITORES INDEPENDENTES


                                                                
Mail address                       Office address
Caixa Postal 2467                  R.Dr. Renato Paes de Barros, 33    Central Tel 55 (11) 3067 3000
01060-970 Sao Paulo SP             04530-904 Sao Paulo SP             Fax National (11) 3079 3752
Brasil                             Brasil                             International 55 (11) 3079 2916


INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders of
Bahia Sul Celulose S.A.

We have audited the accompanying consolidated balance sheets of Bahia Sul
Celulose S.A. and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, shareholders' equity and comprehensive income
(loss), and cash flows for each of the years in the three-year period ended
December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bahia Sul Celulose
S.A. and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.

Sao Paulo, Brazil
February 6, 2001

/s/ KPMG Auditores Independentes

                                       B-6


[KPMG LOGO]

KPMG AUDITORES INDEPENDENTES


                                                                
Mail address                       Office address
Caixa Postal 2467                  R.Dr. Renato Paes de Barros, 33    Central Tel 44 (11) 3067 3000
01060-970 Sao Paulo SP             04530-904 Sao Paulo SP             Fax National (11) 3079 3752
Brasil                             Brasil                             International 55 (11) 3079 2916


INDEPENDENT ACCOUNTANTS' REVIEW REPORT

The Board of Directors
and Shareholders of Bahia Sul Celulose S.A.

We have reviewed the accompanying consolidated balance sheet of Bahia Sul
Celulose S.A. and subsidiaries as of September 30, 2000 and the related
consolidated statements of operations, shareholders' equity and comprehensive
income (loss) and cash flows for the nine-month periods ended September 30, 2000
and 1999. These consolidated financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements referred to above
for them to be in conformity with United States generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Bahia Sul Celulose S.A. and its
subsidiaries as of December 31, 1999. We also have audited the consolidated
statements of operations, changes in shareholders' equity and comprehensive
income, and cash flows for the year then ended not presented herein. In our
report dated January 20, 2000, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the selected information set
forth in the accompanying consolidated balance sheet as of December 31, 1999 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

Sao Paulo, Brazil

/s/ KPMG Auditores Independentes

October 18, 2000

                                       B-7


[KPMG LOGO]
                  600 Anton Boulevard
                  Suite 700
                  Costa Mesa, CA 92626-7651

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
California Steel Industries, Inc.:

We have audited the accompanying consolidated balance sheets of California Steel
Industries, Inc. and subsidiary as of December 31, 2000 and 1999 and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the years in the three-year period ended December 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of California Steel
Industries, Inc. and subsidiary as of December 31, 2000 and 1999 and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2000 in conformity with accounting principals
generally accepted in the United States of America.

                                          /s/ KPMG LLP

Orange County, California
January 19, 2001

                                       B-8


Deloitte Touche Tohmatsu
Rua Paralba, 1 122-20 degrees
30130-141 -- Belo Horizonte -- MG
Brasil
Telefone: (31) 262-0445
Fac-simile: (31) 262-0446
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT AUDITORS' OPINION

To the Shareholders and Directors of
Celulose Nipo-Brasileira S.A. -- CENIBRA
Belo Oriente/MG

We have audited the accompanying consolidated balance sheets of Celulose
Nipo-Brasileira S.A. -- CENIBRA as of December 31, 2000 and 1999 and the related
statements of operations, changes in stockholders' equity and of cash flows for
the years then ended (all expressed in United States dollars). These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The consolidated financial statements of the
Company for the year ended December 31, 1998 were audited by other auditors,
whose report dated January 21, 1999 expressed a qualified opinion in relation to
the same matter mentioned in the fourth paragraph.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Celulose
Nipo-Brasileira S.A. -- CENIBRA and its subsidiaries as of December 31, 2000 and
1999 the results of their operations and their cash flows for the years then
ended, in conformity with generally accepted accounting principles in United
States of America.

As mentioned in note 4, at December 31, 1999 the Company had not provided for a
contingency in the amount of US$2,993 thousand related to the tax effects
(income tax and social contribution) for the use of the deductibility of the
effects of the restatement determined by Law n(o) 7.730/89, which established
the "Plano Verao". In 2000 the Company conservatively decided to provide for the
referred amount and, consequently, to restatement the financial statements of
1999 and 1998.

/s/ DELOITTE TOUCHE TOHMATSU

January 19, 2001

                                       B-9


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Shareholders and Directors of
Celulose Nipo-Brasileira S/A -- CENIBRA
Belo Oriente/MG

We have reviewed the accompanying consolidated balance sheets of Celulose
Nipo-Brasileira S/A -- CENIBRA as of September 30, 2001 and 2000, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the nine-month periods then ended (all expressed in United
States dollars). These consolidated financial statements are the responsibility
of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.

/s/ DELOITTE TOUCHE TOHMATSU

November 1, 2001

                                       B-10


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and Stockholders
Navegacao Vale do Rio Doce S.A. -- DOCENAVE

We have audited the accompanying consolidated balance sheets of Navegacao Vale
do Rio Doce S.A. -- DOCENAVE and subsidiaries as of December 31, 2000 and 1999
and the related consolidated statements of operations, cash flows and changes in
stockholders' equity for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of the affiliated company,
Wilsea Shipping, Inc., the Company's investment in which is accounted for by use
of the equity method. The Company's equity of US$36,257,000 and US$22,273,000 in
the aforementioned affiliated company's net assets at December 31, 2000 and
1999, respectively, and of US$13,984,000 and US$783,000 in that company's net
income for the respective years then ended are included in the accompanying
financial statements.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the
accompanying financial statements referred to above presented fairly, in all
material respects, the financial position of Navegacao Vale do Rio Doce
S.A. -- DOCENAVE and subsidiaries as of December 31, 2000 and 1999, and the
results of its operations and its cash flows the years then ended in conformity
with accounting principles generally accepted in the United States of America.

February 8, 2001

/s/ DELOITTE TOUCHE TOHMATSU

                                       B-11


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and Stockholders of
Vale do Rio Doce Navegacao S.A. - DOCENAVE

We have audited the accompanying consolidated balance sheet of Vale do Rio Doce
Navegacao S.A. - DOCENAVE and subsidiaries as of December 31, 1998 (restated as
note 9) and the related consolidated statements of operations, cash flows and
changes in stockholders' equity for the year ended December 31, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. We did not audit the financial statements of the
affiliated companies, Companhia Siderurgica Nacional and Wilsea Shipping Inc.,
the Company's investments in which are accounted for by use of the equity
method. The Company's equity and net income for the year in the aforementioned
affiliated companies totals US$246,136,000 and US$42,309,000 at December 31,
1998.

The financial statements of the above mentioned affiliated companies were
audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for such companies, is
based solely on the reports of such other auditors.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit and the reports of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the
accompanying restated financial statements referred to above present fairly, in
all material respects, the financial position of Vale do Rio Doce Navegacao S.A.
and subsidiaries as of December 31, 1998 and the result of its operations, its
cash flows and the changes in its stockholders' equity for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.

                                       B-12


Vale do Rio Doce Navegacao S.A. -- DOCENAVE                                    2

Subsequent to the issuance of the Company's 1998 financial statements, the
management determined to change the method used to account for the investment in
a certain affiliated company, as discussed in note 9. As a result, the
previously-issued financial statements for the year ended December 31, 1998 have
been restated in order to reflect such changing in the accounting method.

The consolidated financial statements of Vale do Rio Doce Navegacao S.A. and
subsidiaries for the year ended in December 31, 1997 and the consolidated
statements of operations, cash flows and changes in stockholders' equity for the
year ended December 31, 1996 were audited by other accountants whose issued
unqualified opinion thereon dated February 6, 1998. These financial statements
have also been restated due to the same reason described in the previous
paragraph.

February 12, 1999

/s/ DELOITTE TOUCHE TOHMATSU

                                       B-13


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors and Stockholders
Navegacao Vale do Rio Doce S.A. -- DOCENAVE
Rio de Janeiro -- RJ

     We have reviewed the accompanying consolidated balance sheets of Navegacao
Vale do Rio Doce S.A. -- DOCENAVE and subsidiaries as of September 30, 2001 and
2000 and the related consolidated statements of operations, cash flows and
changes in stockholders' equity for the nine-month periods then ended (all
expressed in United States dollars). These consolidated financial statements are
the responsibility of the Company's management.

     Except as discussed in the following paragraph, we conducted our reviews in
accordance with standards established by the American Institute of Certified
Public Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

     The financial statements of the affiliated company, Wilsea Shipping, Inc.,
in which the Company's investment is accounted for by use of the equity method,
were not reviewed by us or other accountants. The Company's equity and accounts
receivable from the aforementioned affiliated company total US$946,000 and
US$26,391,000 as of September 30, 2001 and 2000, respectively, and the net loss
for the nine-month periods ended September 30, 2001 and 2000 totals US$314,000
and US$1,577,000, respectively.

     Based on our reviews, excepted for the effects of adjustments, if any, as
might have been determined to be necessary had the affiliated company's
financial statements referred to above been reviewed by independent accountants,
we are not aware of any material modifications that should be made to such
consolidated financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.

/s/ DELOITTE TOUCHE TOHMATSU

October 22, 2001

                                       B-14


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REPORT

To
The Board of Directors and Stockholders of
DOCEPAR S.A.
Rio de Janeiro - RJ
Brazil

We have audited the accompanying balance sheets of DOCEPAR S.A. as of December
31, 2000 and 1999, and the related statements of operations, cash flows and
changes in stockholders' equity (deficiency) for the years then ended (all
expressed in United States Dollars). These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. We did not audit the
financial statements of the affiliated company, Companhia Siderurgica Nacional,
the Company's investments in which is accounted for by use of the equity method.
The Company's equity related to the aforementioned affiliated company totals
US$133,569,000 at December 31, 1999 and a gain of US$4,189,000 and US$3,328,000
for the years ended December 31, 2000 and 1999, respectively. The financial
statements of the above mentioned affiliated company were audited by other
auditors whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for such company, is based solely on the reports
of such other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the
accompanying financial statements referred to above present fairly, in all
material respects, the financial position of DOCEPAR S.A. as of December 31,
2000 and 1999 and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.

January 19, 2001

/s/ DELOITTE TOUCHE TOHMATSU

                                       B-15


Deloitte Touche Tohmatsu
Av. Presidente Wilson 231-22 degrees
20030-021 -- Rio de Janeiro -- RJ
Brasil
Telefone: (21) 524-1281
Fac-simile: (21) 220-3876
www.deloitte.com.br
                                                 [DELOITTE TOUCHE TOHMATSU LOGO]

INDEPENDENT ACCOUNTANTS' REPORT

To The Board of Directors and Stockholders of
DOCEPAR S.A.
Rio de Janeiro -- RJ
Brazil

     We have reviewed the accompanying balance sheets of DOCEPAR S.A. as of
September 30, 2001 and 2000 and the related statements of operations, cash flows
and changes in stockholders' equity (deficiency) for the nine-month periods then
ended (all expressed in United States dollars). These financial statements are
the responsibility of the Company's management. We were furnished with the
report of other accountants on their review of the interim financial information
of the affiliated company, Companhia Siderurgica Nacional-CSN for the nine-month
period ended September 30, 2000, in which the Company's investment was accounted
for by use of equity method. The Company's gain related to the aforementioned
affiliated company totals US$4,189,000 for the nine-month period ended September
30, 2000.

     We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

     Based on our reviews and the report of the other accountants, we are not
aware of any material modifications that should be made to such financial
statements for them to be in conformity with accounting principles generally
accepted in the United States of America.

/s/ DELOITTE TOUCHE TOHMATSU

October 22, 2001

                                       B-16


                                                          [ARTHUR ANDERSEN LOGO]

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of

Companhia Hispano-Brasileira de
Pelotizacao -- HISPANOBRAS:

(1) We have audited the accompanying balance sheets of COMPANHIA
HISPANO-BRASILEIRA DE PELOTIZACAO -- HISPANOBRAS (a Brazilian corporation and a
subsidiary of Companhia Vale do Rio Doce), translated into U.S. dollars, as of
December 31, 2000 and 1999, and the related translated statements of income,
changes in stockholders' equity and cash flows for the years ended December 31,
2000, 1999 and 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

(2) We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by mana