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United States
Securities and Exchange Commission

FORM 6-K

Report of Foreign Private Issuer
Pursuant To Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934

For the month of

November 2003

Valley of the Rio Doce Company

Avenida Graca Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)

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

(Check One) Form 20-F  [X]  Form 40-F [   ]

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

(Check One) Yes [   ]  No  [X]

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

 

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This current report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-4 of Vale Overseas Limited, File No. 333-109610, and the Registration Statement of Companhia Vale do Rio Doce, File No. 333-109610-01.

 

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Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Income (Loss)
Condensed Consolidated Statements of Cash Flows
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Notes to the Condensed Consolidated Financial Information

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COMPANHIA VALE DO RIO DOCE
INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION

		Page
Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002			F-3
Consolidated Statements of Income for the three-month periods ended September 30, 2003, June 30, 2003 and September 30, 2002 and for the nine-month periods ended September 30, 2003 and 2002			F-5
Consolidated Statements of Cash Flows for the three-month periods ended September 30, 2003, June 30, 2003 and September 30, 2002 and for the nine-month periods ended September 30, 2003 and 2002			F-6
Consolidated Statements of Changes in Stockholders’ Equity for the three-month periods ended September 30, 2003, June 30, 2003 and September 30, 2002 and for the nine-month periods ended September 30, 2003 and 2002			F-7
Notes to the Consolidated Financial Information			F-8
Supplemental Financial Information			S-1

F - 1

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F - 2

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Condensed Consolidated Balance Sheets
Expressed in millions of United States dollars

				September				December
				30, 2003				31, 2002
				(unaudited)
Assets
Current assets
	Cash and cash equivalents				1,340				1,091
	Accounts receivable
		Related parties			125				121
		Unrelated parties			617				539
	Loans and advances to related parties				27				49
	Inventories				505				292
	Deferred income tax				121				211
	Others				404				286
					3,139				2,589
Property, plant and equipment, net					5,888				3,297
Investments in affiliated companies and joint ventures and other investments and provision for losses on equity investments					990				732
Other assets
	Goodwill on acquisition of subsidiaries				480				412
	Loans and advances
		Related parties			61				89
		Unrelated parties			68				73
	Prepaid pension cost				79				79
	Deferred income tax				266				358
	Judicial deposits				390				239
	Unrealized gain on derivative instruments				2				3
	Others				137				84
					1,483				1,337
TOTAL					11,500				7,955

F - 3

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Condensed Consolidated Balance Sheets
Expressed in millions of United States dollars

(Continued)

			September				December
			30, 2003				31, 2002
			(unaudited)
Liabilities and stockholders’ equity
Current liabilities
	Suppliers			418				325
	Payroll and related charges			94				76
	Interest attributed to stockholders			419				3
	Current portion of long-term debt - unrelated parties			1,147				717
	Short-term debt			129				184
	Loans from related parties			101				64
	Others			294				139
				2,602				1,508
Long-term liabilities
	Employees post-retirement benefits			173				141
	Long-term debt - unrelated parties			2,921				2,359
	Loans from related parties			6				7
	Provisions for contingencies (Note 9)			563				428
	Unrealized loss on derivative instruments			87				76
	Others			214				122
				3,964				3,133
Minority interests				293				27
Stockholders’ equity
	Preferred class A stock - 600,000,000 no-par-value shares authorized and 138,575,913 issued			1,055				904
	Common stock - 300,000,000 no-par-value shares authorized and 249,983,143 issued			1,902				1,630
	Treasury stock - 4,183 (2002 - 4,481) preferred and 4,715,170 common shares			(88	)			(88	)
	Additional paid-in capital			498				498
	Other cumulative comprehensive income			(4,449	)			(5,175	)
	Appropriated retained earnings			2,251				2,230
	Unappropriated retained earnings			3,472				3,288
				4,641				3,287
TOTAL				11,500				7,955

See notes to condensed consolidated financial information.

F - 4

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Condensed Consolidated Statements of Income (Loss)
Expressed in millions of United States dollars (Unaudited)
(except number of shares and per-share amounts)

																Nine months ended
				Three months ended												September 30,
				September				June				September
				30, 2003				30, 2003				30, 2002				2003				2002
Operating revenues, net of discounts, returns and allowances
	Sales of ores and metals
		Iron ore and pellets			918				761				713				2,425				2,083
		Gold			5				7				21				21				90
		Manganese and ferroalloys			81				89				92				245				216
		Potash			28				21				27				70				67
		Others			25				14				13				55				33
					1,057				892				866				2,816				2,489
	Revenues from logistic services				159				138				118				412				360
	Aluminum products				243				188				146				598				312
	Other products and services				24				1				7				29				20
					1,483				1,219				1,137				3,855				3,181
	Value-added tax				(51	)			(49	)			(39	)			(143	)			(117	)
	Net operating revenues				1,432				1,170				1,098				3,712				3,064
Operating costs and expenses
	Cost of ores and metals sold				(530	)			(438	)			(374	)			(1,396	)			(1,187	)
	Cost of logistic services				(89	)			(73	)			(63	)			(232	)			(196	)
	Cost of aluminum products				(185	)			(157	)			(113	)			(484	)			(273	)
	Others				(8	)			(2	)			(4	)			(11	)			(18	)
					(812	)			(670	)			(554	)			(2,123	)			(1,674	)
	Selling, general and administrative expenses				(74	)			(45	)			(65	)			(168	)			(173	)
	Research and development				(22	)			(12	)			(15	)			(45	)			(36	)
	Employee profit sharing plan				(2	)			(9	)			(14	)			(23	)			(20	)
	Others				(21	)			(46	)			9				(101	)			(73	)
					(931	)			(782	)			(639	)			(2,460	)			(1,976	)
Operating income					501				388				459				1,252				1,088
Non-operating income (expenses)
	Financial income				27				29				10				84				87
	Financial expenses				(83	)			(64	)			(148	)			(229	)			(327	)
	Foreign exchange and monetary gains (losses), net				(57	)			257				(506	)			250				(837	)
					(113	)			222				(644	)			105				(1,077	)
Income before income taxes, equity results and minority interests					388				610				(185	)			1,357				11
Income taxes
	Current				41				(135	)			—				(100	)			(4	)
	Deferred				(41	)			(25	)			148				(131	)			262
					—				(160	)			148				(231	)			258
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments					89				35				(160	)			218				(208	)
Minority interests					(9	)			(29	)			47				(56	)			50
Income (loss) from continuing operations					468				456				(150	)			1,288				111
Change in accounting pratice for asset retirement obligations (note 4)					—				—				—				(10	)			—
Net income (loss)					468				456				(150	)			1,278				111
Basic earnings(losses) per Preferred Class A Share					1.22				1.19				(0.39	)			3.33				0.29
Basic earnings(losses) per Common Share					1.22				1.19				(0.39	)			3.33				0.29
Weighted average number of shares outstanding (thousands of shares)
	Common shares				245,268				245,268				245,268				245,268				245,268
	Preferred Class A shares				138,571				138,571				138,575				138,571				138,575

See notes to condensed consolidated financial information.

F - 5

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Condensed Consolidated Statements of Cash Flows
Expressed in millions of United States dollars (Unaudited)

																		Nine months ended
						Three months ended												September 30,
						September				June				September
						30, 2003				30, 2003				30, 2002				2003				2002
Cash flows from operating activities:
	Net income (loss)						468				456				(150	)			1,278				111
	Adjustments to reconcile net income with cash provided by operating activities:
		Depreciation, depletion and amortization					63				54				44				160				171
		Dividends received					66				36				17				138				72
		Equity in results of affiliates and joint ventures and change in provision for losses on equity investments					(89	)			(35	)			160				(218	)			208
		Deferred income taxes					41				25				(148	)			131				(262	)
		Current income taxe contingency					—				108				—				108				—
		Provisions for others contingencies					—				—				(15	)			9				54
		Impairment of property, plant and equipment					—				12				—				12				11
		Change in accounting pratice for asset retirement obligations (note 4)					—				—				—				10				—
		Pension plan					3				2				2				8				8
		Foreign exchange and monetary losses (gains)					13				(258	)			875				(387	)			1,341
		Net unrealized derivative losses (gains)					21				(1	)			37				23				50
		Minority interests					9				29				(47	)			56				(50	)
		Others					(20	)			(7	)			17				(21	)			145
	Decrease (increase) in assets:
		Accounts receivable					(24	)			65				(90	)			105				(172	)
		Inventories					(27	)			(25	)			(18	)			(28	)			(43	)
		Others					(1	)			(26	)			(54	)			(28	)			(84	)
	Increase (decrease) in liabilities:
		Suppliers					(2	)			18				(9	)			(77	)			(23	)
		Payroll and related charges					(15	)			13				17				(8	)			22
		Others					(71	)			(14	)			33				(28	)			39
	Net cash provided by operating activities						435				452				671				1,243				1,598
Cash flows from investing activities:
	Loans and advances receivable
		Related parties
			Additions				(15	)			(54	)			(6	)			(92	)			(35	)
			Repayments				33				—				23				62				52
		Others					18				1				16				35				18
	Guarantees and deposits						78				(152	)			(22	)			(86	)			(61	)
	Additions to investments						(8	)			(61	)			—				(69	)			(1	)
	Additions to property, plant and equipment						(443	)			(308	)			(191	)			(949	)			(508	)
	Proceeds loss disposal of assets						21				—				49				21				49
	Proceeds from disposals of property, plant and equipment						—				37				1				37				2
	Cash used to acquire subsidiaries, net of cash acquired						(380	)			—				—				(380	)			(45	)
	Net cash used in investing activities						(696	)			(537	)			(130	)			(1,421	)			(529	)
Cash flows from financing activities:
	Short-term debt, net issuances (repayments)						(4	)			60				(354	)			(37	)			(143	)
	Loans
		Related parties
			Additions				48				—				20				48				32
			Repayments				(2	)			(6	)			(10	)			(24	)			(29	)
	Issuances of long-term debt
		Related parties					—				—				—				2				11
		Others					779				40				148				996				661
	Repayments of long-term debt
		Related parties					—				(4	)			—				(4	)			(15	)
		Others					(139	)			(175	)			(105	)			(415	)			(245	)
Interest attributed to stockholders							(33	)			(215	)			—				(248	)			(329	)
Net cash used in financing activities							649				(300	)			(301	)			318				(57	)
Increase (decrease) in cash and cash equivalents							388				(385	)			240				140				1,012
Effect of exchange rate changes on cash and cash equivalents							(14	)			67				(410	)			109				(727	)
Cash and cash equivalents, beginning of period							966				1,284				1,572				1,091				1,117
Cash and cash equivalents, end of period							1,340				966				1,402				1,340				1,402
Cash paid during the period for:
			Interest on short-term debt				—				(1	)			(15	)			(7	)			(31	)
			Interest on long-term debt, net of interest capitalized				(50	)			(28	)			(43	)			(127	)			(111	)
				Interest capitalized			4				5				1				13				11
			Income tax				(6	)			(27	)			—				(39	)			(4	)
Non-cash transactions
			Conversion of loans receivable to investments				9				76				20				96				40

See notes to condensed consolidated financial information.

F - 6

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

																		Nine months ended
						Three months ended												September 30,
						September				June				September
						30, 2003				30, 2003				30, 2002				2003				2002
Preferred class A stock (including one special share)
	Beginning of the period						1,055				904				904				904				820
	Transfer from appropriated retained earnings						—				151				—				151				84
	End of the period						1,055				1,055				904				1,055				904
Common stock
	Beginning of the period						1,902				1,630				1,630				1,630				1,479
	Transfer from appropriated retained earnings						—				272				—				272				151
	End of the period						1,902				1,902				1,630				1,902				1,630
Treasury stock
	Begining and end of the period						(88	)			(88	)			(88	)			(88	)			(88	)
Additional paid-in capital
	Beginning and end of the period						498				498				498				498				498
Other cumulative comprehensive income
	Cumulative translation adjustments
		Beginning of the period					(4,406	)			(4,999	)			(4,253	)			(5,185	)			(3,475	)
		Change in the period					(67	)			593				(1,042	)			712				(1,820	)
		End of the period					(4,473	)			(4,406	)			(5,295	)			(4,473	)			(5,295	)
	Unrealized gain on available-for-sale security
		Beginning of the period					18				13				—				—				—
		Change in the period					(4	)			5				—				14				—
		End of the period					14				18				—				14				—
	Adjustments relating to investments in affiliates
		Begining and end of the period					10				10				10				10				10
Total other cumulative comprehensive income							(4,449	)			(4,378	)			(5,285	)			(4,449	)			(5,285	)
Appropriated retained earnings
	Beginning of the period						2,292				2,351				2,425				2,230				3,212
	Transfer (to) from retained earnings						(41	)			364				(790	)			444				(1,342	)
	Transfer to capital stock						—				(423	)			—				(423	)			(235	)
	End of the period						2,251				2,292				1,635				2,251				1,635
Retained earnings
	Beginning of the period						3,281				3,321				2,846				3,288				2,184
				Net income			468				456				(150	)			1,278				111
				Interest attributed to stockholders
				Preferred class A stock ($0.87 and $0.39 per share in 2003 and 2002)			(115	)			(48	)			(62	)			(235	)			(116	)
				Common stock ($0.87 and $0.39 per share in 2003 and 2002)			(203	)			(84	)			(110	)			(415	)			(207	)
				Appropriation (to) from reserves			41				(364	)			790				(444	)			1,342
	End of the period						3,472				3,281				3,314				3,472				3,314
Total stockholders’ equity							4,641				4,562				2,608				4,641				2,608
Comprehensive income is comprised as follows:
				Net income (loss)			468				456				(150	)			1,278				111
				Cumulative translation adjustments			(67	)			593				(1,042	)			712				(1,820	)
				Unrealized gain (loss) on available-for-sale security			(4	)			5				—				14				—
Total comprehensive income (loss)							397				1,054				(1,192	)			2,004				(1,709	)
Shares
Preferred class A stock (including one special share)							138,575,913				138,575,913				138,575,913				138,575,913				138,575,913
Common stock							249,983,143				249,983,143				249,983,143				249,983,143				249,983,143
Treasury stock (1)
	Beginning of the period						(4,719,405	)			(4,719,635	)			(4,719,921	)			(4,719,651	)			(4,715,261	)
	Acquisitions						—				—				—				—				(4,660	)
	Sales						52				230				—				298				—
	End of the period						(4,719,353	)			(4,719,405	)			(4,719,921	)			(4,719,353	)			(4,719,921	)
							383,839,703				383,839,651				383,839,135				383,839,703				383,839,135

(1)  As of September 30, 2003, 4,715,170 common shares and 4,183 preferred shares were held in treasury in the amount of US$ 88. The 4,715,170 common shares guarantees a loan given to our subsidiary Alunorte.

See notes to condensed consolidated financial information.

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		Notes to the Condensed Consolidated Financial Information
		Expressed in millions of United States dollars, unless otherwise stated (unaudited)
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 energy, aluminum and steel activities. Further details of our operations and those of our joint ventures and affiliates are described in Note 8.
		The main operating subsidiaries we consolidate are as follows:

Head office

Principal

Subsidiary

% ownership

location

activity

Alumina do Norte do Brasil S.A - Alunorte

57

Brazil

Aluminum

CADAM S.A. (2) (4)

61

Brazil

Kaolin

CELMAR S.A. - Indústria de Celulose e Papel (3)

100

Brazil

Forestry

CVRD Overseas Ltd.

100

Cayman Island

Trading

Ferrovia Centro-Atlântica S.A. (4)

100

Brazil

Logistics

Ferteco Mineração S.A. - FERTECO (3)

100

Brazil

Iron ore and Pellets

Florestas Rio Doce S.A.

100

Brazil

Forestry

Itabira Rio Doce Company Ltd. - ITACO

100

Cayman Island

Trading

Mineração Serra do Sossego S.A. (1)

100

Brazil

Copper

Minerações Brasileiras Reunidas S.A. - MBR (2) (4)

85

Brazil

Iron ore

Navegação Vale do Rio Doce S.A. - DOCENAVE

100

Brazil

Shipping

Pará Pigmentos S.A.

76

Brazil

Kaolin

Rio Doce International Finance Ltd. - RDIF

100

Bahamas

International finance

Rio Doce Manganèse Europe - RDME

100

France

Ferroalloys

Rio Doce Manganese Norway - RDMN

100

Norway

Ferroalloys

Salobo Metais S.A. (1)

100

Brazil

Copper

SIBRA - Eletrosiderúrgica Brasileira S.A.

100

Brazil

Manganese and Ferroalloys

Urucum Mineração S.A.

100

Brazil

Iron ore, Ferroalloys and Manganese

Vale do Rio Doce Alumínio S.A. - ALUVALE

100

Brazil

Aluminum

	(1)		Development stage companies
	(2)		Through Caemi Mineração e Metalurgia S.A.
	(3)		Merged with CVRD as from August 29, 2003
	(4)		Consolidated as from September 1, 2003

2		Basis of consolidation
		All majority-owned subsidiaries where we have both share and management control are consolidated, with elimination of all significant intercompany accounts and transactions. Investments in unconsolidated affiliates and joint ventures are reported at cost 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 8).
		We evaluate the carrying value of our listed investments relative to publicly available quoted market prices. If the quoted market price is below book value, and such decline is considered other than temporary, we write-down our equity investments to quoted market value.
		We define joint ventures as businesses in which we and a small group of other partners each participate actively in the overall entity management, based on 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.

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3		Summary of significant accounting policies
		Our condensed consolidated interim financial information as of September 30, 2003 for the three-month periods ended September 30, 2003, June 30, 2003, and September 30, 2002 and for the nine month periods ended September 30, 2003 and 2002 is unaudited. However, in our opinion, such condensed consolidated financial information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for interim periods. The results of operations for the nine-month period ended September 30, 2003 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2003.
		This condensed interim financial information should be read in conjunction with our consolidated financial statements for the year ended December 31, 2002.
		The provision for losses on equity investments relates to our investments in affiliates which have reported negative stockholders’ equity in their financial information 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.
		Other current assets include $30 related to ships held for sale, at September 30, 2003.
4		Change in accounting practice
		In June 2001, the FASB issued SFAS 143 - “Accounting for Asset Retirement Obligations”. We adopted SFAS 143 as from January 1, 2003, as a consequence an additional $26 for asset retirement obligations was recorded as “Others - long-term liabilities”, a net increase of $11 in mine development costs was registered within “Property, plant and equipment” and a resulting change of $10 was registered as “Change in Accounting Practice for Asset Retirement Obligations” on the Statement of Income, net of income tax ($15 gross of deferred income tax). Over time the liabilities will be accreted for the change in their present value and initial capitalized costs will be depleted over the useful lives of the related assets.
5		Recently-issued accounting pronouncements
		In June 2002, the FASB has issued SFAS 146 - “Accounting for Costs Associated with Exit or Disposal Activities”. The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. We adopted SFAS 146 as from January 1, 2003. We have not committed to disposal of or disposed of any significant activities since adoption.
		In November 2002 the FASB issued FIN 45 - “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. The Interpretation elaborates on the existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value, or market value, of the obligations it assumes under that guarantee and must disclose that information in its interim and annual financial information. The initial recognition and initial measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002, regardless of the guarantor’s fiscal year-end. The disclosure requirements in the Interpretation, applicable as from December 31, 2002 are disclosed in Note 9. We have not issued any material guarantees since December 31, 2002.

F - 9

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Table of Contents

		In January 2003, FASB issued Interpretation No. 46 (FIN 46) – Consolidation of Variable Interest Entities. FIN 46 provides guidance on when certain entities should be consolidated or the interests in those entities should be disclosed by enterprises that do not control them through majority voting interest. This interpretation applies immediately to variable interest entities created after January 31, 2003. We are evaluating the impact on our financial statements.
		In May 2003. FASB issued SFAS No. 150, Accounting For Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS 150”) this Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The Board decided to make this statement effective shortly after issuance for contracts created or modified after it is issued and for existing contracts at the beginning of the first interim period beginning after June 15, 2003. We do not expect SFAS 150 to have a material impact on our financial statements.
6		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 - %
		2003				2002
Federal income tax			25				25
Social contribution			9				9
Composite tax rate			34				34

F - 10

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Table of Contents

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

															Nine months ended
			Three months ended												September 30,
			September				June 30,				September
			30, 2003				2003				30, 2002				2003				2002
Income before income taxes, equity results and minority interests				388				610				(185	)			1,357				11
Federal income tax and social contribution expense at statutory enacted rates				(132	)			(207	)			63				(461	)			(4	)
Adjustments to derive effective tax rate:
	Tax benefit on interest attributed to stockholders			107				59				47				229				90
	Exempt foreign income (expenses)			9				(26	)			82				(33	)			174
	Tax incentives			8				40				—				48				2
	Valuation allowance			4				—				(43	)			13				(37	)
	Other non-taxable gains (losses)			4				(26	)			23				(27	)			33
	Adjustment to reflect expected annual effective tax rate			—				—				(24	)			—				—
Federal income tax and social contribution expense in consolidated statements of income				—				(160	)			148				(231	)			258

		We have certain tax incentives relative to our iron ore and manganese operations in Carajás and relative to alumina in Barcarena. The incentives relative to iron ore and manganese comprise full income tax exemption on defined production levels up to 2005 and partial exemption up to 2013. Both incentives relative to alumina expires in 2010. An amount equal to the tax saving must be appropriated to a reserve account within stockholders’ equity and may not be distributed in the form of cash dividends.
7		Inventories

			September 30,				December 31,
			2003				2002
Finished products
	Iron ore and pellets			168				86
	Manganese and ferroalloys			62				51
	Alumina			20				15
	Others			26				12
Spare parts and maintenance supplies				229				128
				505				292

F - 11

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8

Investments in affiliated companies and joint ventures, unless otherwise stated

			September 30, 2003																Investments								Goodwill
															Net
															income				September								September
			Participation in								Net				for the				30,				December				30,				December
			capital (%)								equity				period				2003				31, 2002				2003				31, 2002
			voting				total
Steel
	Usinas Siderúrgicas de Minas Gerais S.A USIMINAS			22.99				11.46				270				296				31				—				—				—
	Companhia Siderúrgica de Tubarão - CST (1)			24.93				28.02				307				101				86				27				—				—
	California Steel Industries Inc. - CSI			50.00				50.00				204				2				102				107				—				—
	SIDERAR (costs $15) - available for sale investments			4.85				4.85				—				—				62				30				—				—
																				281				164				—				—
Aluminum and bauxite
	Mineração Rio do Norte S.A. - MRN			40.00				40.00				418				53				167				162				—				—
	Valesul Alumínio S.A. - VALESUL			54.51				54.51				96				14				52				39				—				—
	Alumínio Brasileiro S.A. - ALBRAS			51.00				51.00				197				183				101				—				—				—
	Alumina do Norte do Brasil S.A. - ALUNORTE (Consolidated as from ‘September 30, 2002, after acquisition of control)			62.09				57.03				—				—				—				—				—				—
																				320				201				—				—
Iron ore and pellets
	Caemi Mineração e Metalurgia S.A. (3)			—				—				—				17				—				77				—				—
	Companhia Nipo-Brasileira de Pelotização - NIBRASCO			51.11				51.00				33				6				17				12				—				—
	Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS			51.00				50.89				34				5				17				14				—				—
	Companhia Coreano-Brasileira de Pelotização - KOBRASCO			50.00				50.00				—				—				—				—				—				—
	Companhia Ítalo-Brasileira de Pelotização - ITABRASCO			51.00				50.90				24				5				12				9				—				—
	Gulf Industrial Investment Company - GIIC			50.00				50.00				75				18				37				37				—				—
	SAMARCO Mineração S.A. - SAMARCO			50.00				50.00				392				117				196				154				37				30
	Minas da Serra Gera S.A - MSG			50.00				50.00				34				4				17				9				—				—
	Others			—				—				—				—				14				12				—				—
																				310				324				37				30
Other affiliates and joint ventures
	Fertilizantes Fosfatados S.A. - FOSFERTIL (2)			10.96				11.12				284				92				32				25				—				—
	Others			—				—				—				—				25				15				—				—
																				57				40				—				—
																				968				729				37				30
Balance / Change in provision for losses on equity investments:
	Alumínio Brasileiro S.A. - ALBRAS																			—				(1	)			—				—
	Companhia Ferroviária do Nordeste - CFN																			—				—				—				—
	Companhia Coreano-Brasileira de Pelotização - KOBRASCO																			(9	)			(16	)			—				—
	Ferroban - Ferrovias Bandeirantes S.A.																			—				—				—				—
	Ferrovia Centro-Atlântica S.A. - FCA																			—				—				—				—
	MRS Logística S.A																			—				(6	)			—				—
	Sepetiba Tecon S.A.																			(6	)			(4	)			—				—
																				(15	)			(27	)			—				—
Total																				953				702				37				30

[Additional columns below]

[Continued from above table, first column(s) repeated]

			Equity Adjustments
															Nine months ended
			Three months ended												September 30,
							June
			September				30,				September
			30, 2003				2003				30, 2002				2003				2002
Steel
	Usinas Siderúrgicas de Minas Gerais S.A USIMINAS			14				10				(7	)			34				(15	)
	Companhia Siderúrgica de Tubarão - CST (1)			14				6				16				26				11
	California Steel Industries Inc. - CSI			(2	)			—				6				1				12
	SIDERAR (costs $15) - available for sale investments			—				—				—				—				—
				26				16				15				61				8
Aluminum and bauxite
	Mineração Rio do Norte S.A. - MRN			11				6				12				21				31
	Valesul Alumínio S.A. - VALESUL			2				1				4				7				8
	Alumínio Brasileiro S.A. - ALBRAS			14				40				—				93				—
	Alumina do Norte do Brasil S.A. - ALUNORTE (Consolidated as from ‘September 30, 2002, after acquisition of control)			—				—				—				—				(23	)
				27				47				16				121				16
Iron ore and pellets
	Caemi Mineração e Metalurgia S.A. (3)			3				7				(88	)			15				(87	)
	Companhia Nipo-Brasileira de Pelotização - NIBRASCO			3				(1	)			1				3				2
	Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS			1				2				2				4				5
	Companhia Coreano-Brasileira de Pelotização - KOBRASCO			—				—				—				—				(2	)
	Companhia Ítalo-Brasileira de Pelotização - ITABRASCO			1				1				2				2				4
	Gulf Industrial Investment Company - GIIC			3				4				—				9				3
	SAMARCO Mineração S.A. - SAMARCO			17				23				(11	)			59				(3	)
	Minas da Serra Gera S.A - MSG			1				1				(3	)			3				—
	Others			—				—				(1	)			—				—
				29				37				(98	)			95				(78	)
Other affiliates and joint ventures
	Fertilizantes Fosfatados S.A. - FOSFERTIL (2)			5				2				3				10				5
	Others			6				(1	)			3				8				(22	)
				11				1				6				18				(17	)
				93				101				(61	)			295				(71	)
Balance / Change in provision for losses on equity investments:
	Alumínio Brasileiro S.A. - ALBRAS			—				—				(47	)			1				(59	)
	Companhia Ferroviária do Nordeste - CFN			—				(2	)			(1	)			(2	)			(3	)
	Companhia Coreano-Brasileira de Pelotização - KOBRASCO			1				6				(12	)			10				(17	)
	Ferroban - Ferrovias Bandeirantes S.A.			—				—				1				—				(1	)
	Ferrovia Centro-Atlântica S.A. - FCA			(8	)			(73	)			(22	)			(92	)			(32	)
	MRS Logística S.A			2				3				(7	)			6				(14	)
	Sepetiba Tecon S.A.			1				—				(11	)			—				(11	)
				(4	)			(66	)			(99	)			(77	)			(137	)
Total				89				35				(160	)			218				(208	)

[Additional columns below]

[Continued from above table, first column(s) repeated]

																							Quoted
			Dividends received																				market
															Nine months ended								September
			Three months ended												September 30,								30,
							June
			September				30,				September
			30, 2003				2003				30, 2002				2003				2002				2003
Steel
	Usinas Siderúrgicas de Minas Gerais S.A USIMINAS			3				—				2				3				4				128
	Companhia Siderúrgica de Tubarão - CST (1)			30				—				1				35				1				295
	California Steel Industries Inc. - CSI			2				3				6				5				6				—
	SIDERAR (costs $15) - available for sale investments			—				—				—				—				—				62
				35				3				9				43				11				485
Aluminum and bauxite
	Mineração Rio do Norte S.A. - MRN			11				—				8				16				31				—
	Valesul Alumínio S.A. - VALESUL			—				3				—				3				—				—
	Alumínio Brasileiro S.A. - ALBRAS			—				—				—				—				—				—
	Alumina do Norte do Brasil S.A. - ALUNORTE (Consolidated as from ‘September 30, 2002, after acquisition of control)			—				—				—				—				—				—
				11				3				8				19				31				—
Iron ore and pellets
	Caemi Mineração e Metalurgia S.A. (3)			—				—				—				—				3				182
	Companhia Nipo-Brasileira de Pelotização - NIBRASCO			—				—				—				—				—				—
	Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS			—				—				—				2				1				—
	Companhia Coreano-Brasileira de Pelotização - KOBRASCO			—				—				—				—				—				—
	Companhia Ítalo-Brasileira de Pelotização - ITABRASCO			—				1				—				1				—				—
	Gulf Industrial Investment Company - GIIC			4				—				—				9				6				—
	SAMARCO Mineração S.A. - SAMARCO			14				25				—				53				17				—
	Minas da Serra Gera S.A - MSG			—				1				—				1				1				—
	Others			—				—				—				—				—				—
				18				27				—				66				28				182
Other affiliates and joint ventures
	Fertilizantes Fosfatados S.A. - FOSFERTIL (2)			2				2				—				9				2				70
	Others			—				1				—				1				—				—
				2				3				—				10				2				70
				66				36				17				138				72				737
Balance / Change in provision for losses on equity investments:
	Alumínio Brasileiro S.A. - ALBRAS			—				—				—				—				—				—
	Companhia Ferroviária do Nordeste - CFN			—				—				—				—				—				—
	Companhia Coreano-Brasileira de Pelotização - KOBRASCO			—				—				—				—				—				—
	Ferroban - Ferrovias Bandeirantes S.A.			—				—				—				—				—				—
	Ferrovia Centro-Atlântica S.A. - FCA			—				—				—				—				—				—
	MRS Logística S.A			—				—				—				—				—				—
	Sepetiba Tecon S.A.			—				—				—				—				—				—
				—				—				—				—				—				—
Total				66				36				17				138				72				737

(1)		During the quarter ended June 30, 2003 CVRD acquired an additional 4.42% of the voting shares and 5.64% of the preferred shares, representing 5.17% of CST’s total capital for US$ 60.
(2)		We have significant influence through a shareholders’ agreement – See Note 12 – Subsequent Events.
(3)		Consolidated as from September 01, 2003, after acquisition of control.

F - 12

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Caemi Pro-forma

The condensed pro-forma income statement below shows the impact of the acquisition of Caemi on the consolidated statements of income as if the current 60.23% participation in Caemi had been acquired on January 1, 2002 (instead of the 16.86% equity investment previously held).

		Nine-months ended (Unaudited)
		September 30, 2003												September 30, 2002
		CVRD				Pre-acquisition								CVRD
		Consolidated				CAEMI (1)				Pro Forma				Consolidated				CAEMI (2)				Pro Forma
Net operating revenues			3,712				424				4,136				3,064				414				3,478
Operating costs and expenses			(2,460	)			(343	)			(2,803	)			(1,976	)			(428	)			(2,404	)
Operating income (loss)			1,252				81				1,333				1,088				(14	)			1,074
Non-operating income (expenses)			105				16				121				(1,077	)			(128	)			(1,205	)
Income (loss) before income taxes, equity results and minority interests			1,357				97				1,454				11				(142	)			(131	)
Income taxes			(231	)			(41	)			(272	)			258				39				297
Equity in results of affiliates and joint ventures			218				(20	)			198				(208	)			116				(92	)
Minority interests			(56	)			18				(38	)			50				40	(3)			90
Income from continuing operations			1,288				54				1,342				111				53				164
Change in accounting pratice for asset retirement obligations			(10	)			—				(10	)			—				—				—
Net income			1,278				54				1,332				111				53				164

(1)		Period of January to August, 2003 (September is consolidated).
(2)		Period of January to September, 2002, net of consolidation adjustments.
(3)		Includes elimination of goodwill write-off related to Caemi equity investment - $86.

Acquisition cost of Caemi, net of cash acquired:

		September 1, 2003
Estimated fair value of assets			1,699
Estimated fair value of liabilities			(716	)
Net assets at fair value			983
Interest in total capital acquired			43.37	%
Estimated fair value of net assets acquired			426
Purchase price			426
Less cash acquired			(46	)
Acquisition cost of Caemi, net of cash acquired			380

9		Commitments and contingencies
(a)		At September 30, 2003, we had extended guarantees for borrowings obtained by affiliates and joint ventures in the amount of $326, of which $278 is denominated in United States dollars and the remaining $48 in local currency, as follows:

F - 13

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Amount of

Denominated

Final

Counter

Affiliate or Joint Venture

guarantee

currency

Purpose

maturity

guarantees

ALBRAS

249

US$

Debt guarantee

2007

None

42

R$

Debt guarantee

2010

None

SEPETIBA TECON

18

US$

Debt guarantee

2005

None

5

R$

Debt guarantee

2012

None

SAMARCO

9

US$

Debt guarantee

2020

None

VALESUL

1

R$

Debt guarantee

2006

None

NIBRASCO

2

US$

Debt guarantee

2004

Collateral Pledge

326

		We expect no losses to arise as a result of the above guarantees. We have made no charges for extending these guarantees except for commissions charged to Albras and Samarco.
(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:

		September 30, 2003								December 31, 2002
		Provision for				Judicial				Provision for				Judicial
		contingencies				deposits				contingencies				deposits
Labor claims			164				75				109				52
Civil claims			151				48				95				32
Tax - related actions			239				266				220				153
Others			9				1				4				2
			563				390				428				239

		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 certain revenue taxes, VAT 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. An increase of $113 for tax deposits during 2003 relates to an action in which we challenged the annual limitation on use our tax loss carryforward.
		Contingencies settled in the nine-month period ended September 30, 2003 and 2002, three-month period ended September 30, 2003, and 2002 and June 30, 2003 aggregated $191 $158, $138, $111 and $32, respectively, and additional provisions aggregated $114, $212, $66, $105 and $18, respectively.
(c)		We are defendants in two actions seeking substantial compensatory damages brought by the

F - 14

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		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 information with respect to these two actions.
(d)		We are committed under a take-or-pay agreement to take annual delivery of approximately 207,060 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 $1,423.50 per metric ton, which at September 30, 2003, represents an annual commitment of $295. Actual take from Albras was $215, $192, $83, $64 and $67 during the nine-month period ended September 2003 and 2002, three-month period ended September 30, 2003 and 2002 and June 30, 2003, 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 Carajás 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. This period was 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, 2003, both we and BNDES had remaining commitments to contribute an additional $54 towards exploration and development activities. 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 through a finder’s fee production royalty on their share of 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”, 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.
(g)		We use various judgments and assumptions when measuring our environmental liabilities and asset retirement obligations. Changes in circumstances, law or technology may affect our estimates and we periodically review the amounts accrued and adjust them as necessary. Our accruals do not reflect unasserted claims because we are currently not aware of any such issues. Also the amounts provided are not reduced by any potential recoveries under cost sharing, insurance or indemnification arrangements because such recoveries are considered uncertain. The changes are demonstrated as follows:

F - 15

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Balance as of January 1, 2003			42
Increase due to new subsidiaries			9
Accretion expense			2
Cumulative translation adjustment			7
Balance as of September 30, 2003			60

10		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 ferroalloys are also included in this segment.
		Non-ferrous products – comprises the production of non-ferrous minerals.
		Logistics – comprises our transportation systems as they pertain to the operation of our ships, ports and railroads for third-party cargos.
		Holdings – divided into the following sub-groups:

	•		Aluminum - comprises aluminum trading activities, alumina refining and investments joint ventures and affiliates engaged in bauxite mining 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.

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 accounting practices generally accepted in Brazil together with certain minor inter-segment allocations.

F - 16

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Consolidated net income and principal assets are reconciled as follows:

Results by segment - before eliminations

		As of and for the three months ended September 30, 2003
														Holdings
						Non
		Ferrous				ferrous				Logistics				Aluminum				Steel				Others				Eliminations				Consolidated
Gross revenues - Export			1,411				28				14				218				—				—				(651	)			1,020
Gross revenues - Domestic			309				31				130				46				—				—				(53	)			463
Cost and expenses			(1,282	)			(38	)			(91	)			(210	)			—				1				704				(916	)
Depreciation, depletion and amortization			(50	)			(6	)			(3	)			(4	)			—				—				—				(63	)
Pension plan			(3	)			—				—				—				—				—				—				(3	)
Operating income			385				15				50				50				—				1				—				501
Financial income			49				1				3				2				—				1				(29	)			27
Financial expenses			(89	)			(2	)			(2	)			(18	)			(1	)			—				29				(83	)
Foreign exchange and monetary gains (losses), net			(48	)			(4	)			3				(8	)			(1	)			1				—				(57	)
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments			32				—				(2	)			27				26				6				—				89
Income taxes			(1	)			—				(1	)			(1	)			—				3				—				—
Minority interests			(3	)			—				—				(6	)			—				—				—				(9	)
Net income			325				10				51				46				24				12				—				468
Sales classified by geographic destination:
Export market
America, except United States			142				—				10				44				—				—				(87	)			109
United States			91				2				—				6				—				—				(46	)			53
Europe			532				19				4				96				—				—				(236	)			415
Middle East/Africa/Oceania			85				—				—				—				—				—				(20	)			65
Japan			162				6				—				26				—				—				(79	)			115
China			275				1				—				46				—				—				(132	)			190
Asia, other than Japan and China			124				—				—				—				—				—				(51	)			73
			1,411				28				14				218				—				—				(651	)			1,020
Domestic market			309				31				130				46				—				—				(53	)			463
			1,720				59				144				264				—				—				(704	)			1,483
Assets:
Property, plant and equipment, net			4,024				858				439				529				—				38				—				5,888
Additions to Property, plant and equipment			235				170				16				22				—				—				—				443
Investments in affiliated companies and joint ventures and other investments, net of provision for losses			338				—				7				320				281				44				—				990
Capital employed			3,818				246				473				477				22				4				—				5,040

F - 17

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Operating income by product – after eliminations

		Three months ended September 30, 2003
																						Impairment/
																						Gain on sale
		Revenues																				of property,				Depreciation,
														Cost and								plant and				depletion and				Operating
		Export				Domestic				Total				expenses				Net				equipment				amortization				income
Ferrous
Iron ore			554				147				701				(360	)			341				—				(31	)			310
Pellets			159				58				217				(158	)			59				—				(2	)			57
Manganese			7				4				11				(15	)			(4	)			—				—				(4	)
Ferroalloys			46				24				70				(52	)			18				—				(3	)			15
			766				233				999				(585	)			414				—				(36	)			378
Non ferrous
Gold			5				—				5				13				18				—				—				18
Potash			—				28				28				(16	)			12				—				(1	)			11
Kaolin			21				4				25				(24	)			1				—				(3	)			(2	)
			26				32				58				(27	)			31				—				(4	)			27
Aluminum
Alumina			107				42				149				(102	)			47				—				(4	)			43
Aluminum			77				4				81				(73	)			8				—				—				8
Bauxite			12				1				13				(11	)			2				—				—				2
			196				47				243				(186	)			57				—				(4	)			53
Logistics
Railroads			—				101				101				(45	)			56				—				(17	)			39
Ports			1				39				40				(22	)			18				—				(2	)			16
Ships			10				8				18				(29	)			(11	)			—				—				(11	)
			11				148				159				(96	)			63				—				(19	)			44
Others			21				3				24				(25	)			(1	)			—				—				(1	)
			1,020				463				1,483				(919	)			564				—				(63	)			501

F - 18

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Results by segment - before eliminations

		As of and for the three months ended June 30, 2003
														Holdings
						Non
		Ferrous				ferrous				Logistics				Aluminum				Steel				Others				Eliminations				Consolidated
Gross revenues - Export			1,115				18				18				158				—				—				(495	)			814
Gross revenues - Domestic			279				22				108				41				—				—				(45	)			405
Cost and expenses			(1,039	)			(40	)			(68	)			(175	)			5				2				540				(775	)
Depreciation, depletion and amortization			(45	)			(2	)			(3	)			(4	)			—				—				—				(54	)
Pension plan			(2	)			—				—				—				—				—				—				(2	)
Operating income (loss)			308				(2	)			55				20				5				2				—				388
Financial income			51				(1	)			5				3				2				—				(31	)			29
Financial expenses			(85	)			—				(2	)			(7	)			(1	)			—				31				(64	)
Foreign exchange and monetary gains (losses), net			185				14				(12	)			72				2				(4	)			—				257
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments			42				—				(72	)			47				16				2				—				35
Income taxes			(139	)			1				1				(24	)			1				—				—				(160	)
Minority interests			(1	)			(3	)			—				(25	)			—				—				—				(29	)
Net income (loss)			361				9				(25	)			86				25				—				—				456
Sales classified by geographic destination:
Export market
America, except United States			121				—				4				36				—				—				(84	)			77
United States			70				2				—				17				—				—				(47	)			42
Europe			491				14				10				45				—				—				(185	)			375
Middle East/Africa/Oceania			68				—				1				—				—				—				(14	)			55
Japan			131				2				2				47				—				—				(60	)			122
Asia, other than Japan			234				—				1				13				—				—				(105	)			143
			1,115				18				18				158				—				—				(495	)			814
Domestic market			279				22				108				41				—				—				(45	)			405
			1,394				40				126				199				—				—				(540	)			1,219
Assets:
Property, plant and equipment, net			3,103				634				212				522				—				31				—				4,502
Additions to Property, plant and equipment			177				94				17				20				—				—				—				308
Investments in affiliated companies and joint ventures and other investments, net of provision for losses			459				—				2				305				277				29				—				1,072
Capital employed			2,875				158				245				486				19				10				—				3,793

F - 19

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Operating income by product - after eliminations

		Three months ended June 30, 2003
																						Impairment/
																						Gain on sale
		Revenues																				of property,				Depreciation,
														Cost and								plant and				depletion and				Operating
		Export				Domestic				Total				expenses				Net				equipment				amortization				income
Ferrous
Iron ore			458				135				593				(301	)			292				—				(20	)			272
Pellets			118				50				168				(141	)			27				(12	)			(4	)			11
Manganese			14				2				16				(3	)			13				—				(1	)			12
Ferroalloys			46				27				73				(51	)			22				—				(2	)			20
			636				214				850				(496	)			354				(12	)			(27	)			315
Non ferrous
Gold			7				—				7				(7	)			—				—				(2	)			(2	)
Potash			—				21				21				(12	)			9				—				(1	)			8
Kaolin			13				1				14				(10	)			4				—				—				4
			20				22				42				(29	)			13				—				(3	)			10
Aluminum
Alumina			65				39				104				(88	)			16				—				(4	)			12
Aluminum			74				4				78				(68	)			10				—				—				10
Bauxite			6				—				6				(6	)			—				—				—				—
			145				43				188				(162	)			26				—				(4	)			22
Logistics
Railroads			—				79				79				(27	)			52				—				(16	)			36
Ports			—				38				38				(32	)			6				—				(2	)			4
Ships			13				8				21				(21	)			—				—				—				—
			13				125				138				(80	)			58				—				(18	)			40
Others			—				1				1				2				3				—				(2	)			1
			814				405				1,219				(765	)			454				(12	)			(54	)			388

F - 20

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Results by segment - before eliminations

		As of and for the three months ended September 30, 2002
														Holdings
						Non								(1)
		Ferrous				ferrous				Logistics				Aluminum				Steel				Others				Eliminations				Consolidated
Gross revenues - Export			1,060				33				11				103				—				—				(451	)			756
Gross revenues - Domestic			305				27				57				45				—				1				(54	)			381
Cost and expenses			(1,002	)			(33	)			(34	)			(113	)			—				55				495				(632	)
Depreciation, depletion and amortization			(36	)			(3	)			(3	)			(1	)			—				(1	)			—				(44	)
Pension plan			(1	)			(1	)			—				—				—				—				—				(2	)
Operating income (loss)			326				23				31				34				—				55				(10	)			459
Financial income			23				—				2				4				1				1				(21	)			10
Financial expenses			(154	)			(2	)			(2	)			(9	)			(2	)			—				21				(148	)
Foreign exchange and monetary gains (losses), net			(391	)			(29	)			49				(140	)			—				(5	)			10				(506	)
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments			(109	)			—				(38	)			(31	)			15				3				—				(160	)
Income taxes			162				—				—				—				—				(14	)			—				148
Minority interests			—				(3	)			—				50				—				—				—				47
Net income (loss)			(143	)			(11	)			42				(92	)			14				40				—				(150	)
Sales classified by geographic destination:
Export market
America, except United States			73				—				8				4				—				—				(23	)			62
United States			104				5				—				7				—				—				(46	)			70
Europe			471				26				2				92				—				—				(198	)			393
Middle/Africa/Oceania East			66				—				—				—				—				—				(15	)			51
Japan			120				1				1				—				—				—				(57	)			65
Asia, other than Japan			226				1				—				—				—				—				(112	)			115
			1,060				33				11				103				—				—				(451	)			756
Domestic market			305				27				57				45				—				1				(54	)			381
			1,365				60				68				148				—				1				(505	)			1,137
Assets:
Property, plant and equipment, net			2,046				313				127				321				—				42				—				2,849
Additions to Property, plant and equipment			107				38				4				28				—				14				—				191
Investments in affiliated companies and joint ventures and other investments, net of provision for losses			300				4				12				128				136				—				—				580
Capital employed			2,168				137				140				196				16				26				5				2,688

(1) Control of Alunorte was acquired in June 2002 and it was consolidated from then.

F - 21

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Operating income by product – after eliminations

		Three months ended September 30, 2002
																						Impairment/
																						Gain on sale
		Revenues																				of property,				Depreciation,
														Cost and								plant and				depletion and				Operating
		Export				Domestic				Total				expenses				Net				equipment				amortization				income
Ferrous
Iron ore			393				137				530				(217	)			313				—				(19	)			294
Pellets			154				29				183				(150	)			33				—				(2	)			31
Manganese			1				9				10				(14	)			(4	)			—				—				(4	)
Ferroalloys			64				18				82				(61	)			21				—				—				21
			612				193				805				(442	)			363				—				(21	)			342
Non ferrous
Gold			21				—				21				(11	)			10				—				(1	)			9
Potash			—				27				27				(9	)			18				—				(1	)			17
Kaolin			13				—				13				(3	)			10				—				—				10
			34				27				61				(23	)			38				—				(2	)			36
Aluminum
Alumina			18				46				64				(35	)			29				—				(2	)			27
Aluminum			72				1				73				(60	)			13				—				—				13
Bauxite			9				—				9				(7	)			2				—				—				2
			99				47				146				(102	)			44				—				(2	)			42
Logistics
Railroads			—				66				66				(12	)			54				—				(16	)			38
Ports			—				36				36				(22	)			14				—				(1	)			13
Ships			11				5				16				(11	)			5				—				(2	)			3
			11				107				118				(45	)			73				—				(19	)			54
Others			—				7				7				(22	)			(15	)			—				—				(15	)
			756				381				1,137				(634	)			503				—				(44	)			459

F - 22

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Results by segment - before eliminations

		As of and for the nine months ended September 30, 2003
														Holdings
						Non
		Ferrous				ferrous				Logistics				Aluminum				Steel				Others				Eliminations				Consolidated
Gross revenues - Export			3,606				69				53				525				—				—				(1,622	)			2,631
Gross revenues - Domestic			846				77				316				124				—				—				(139	)			1,224
Cost and expenses			(3,322	)			(116	)			(220	)			(544	)			6				—				1,761				(2,435	)
Depreciation, depletion and amortization			(131	)			(11	)			(8	)			(10	)			—				—				—				(160	)
Pension plan			(8	)			—				—				—				—				—				—				(8	)
Operating income			991				19				141				95				6				—				—				1,252
Financial income			145				1				11				8				2				2				(85	)			84
Financial expenses			(270	)			(4	)			(5	)			(30	)			(5	)			—				85				(229	)
Foreign exchange and monetary gains (losses), net			162				15				(12	)			87				1				(3	)			—				250
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments			110				—				(85	)			122				61				10				—				218
Income taxes			(206	)			—				(1	)			(27	)			—				3				—				(231	)
Minority interests			(5	)			(4	)			—				(47	)			—				—				—				(56	)
Income from continuing operations			927				27				49				208				65				12				—				1,288
Change in accounting pratice for asset retirement obligations (note 4)			(10	)			—				—				—				—				—				—				(10	)
Net income			917				27				49				208				65				12				—				1,278
Sales classified by geographic destination:
Export market
America, except United States			379				—				28				111				—				—				(243	)			275
United States			262				8				—				25				—				—				(143	)			152
Europe			1,463				50				20				228				—				—				(591	)			1,170
Middle East/Africa/Oceania			204				—				4				—				—				—				(50	)			158
Japan			404				9				—				96				—				—				(188	)			321
China			607				2				—				65				—				—				(284	)			390
Asia, other than Japan and China			287				—				1				—				—				—				(123	)			165
			3,606				69				53				525				—				—				(1,622	)			2,631
Domestic market			846				77				316				124				—				—				(139	)			1,224
			4,452				146				369				649				—				—				(1,761	)			3,855
Assets:
Property, plant and equipment, net			4,024				858				439				529				—				38				—				5,888
Additions to Property, plant and equipment			503				315				65				65				—				1				—				949
Investments in affiliated companies and joint ventures and other investments, net of provision for losses			338				—				7				320				281				44				—				990
Capital employed			3,818				246				473				477				22				4				—				5,040

F - 23

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Operating income by product – after eliminations

		Nine months ended September 30, 2003
																						Impairment/
																						Gain on sale
		Revenues																				of property,				Depreciation,
														Cost and								plant and				depletion and				Operating
		Export				Domestic				Total				expenses				Net				equipment				amortization				income
Ferrous
Iron ore			1,433				408				1,841				(928	)			913				—				(69	)			844
Pellets			429				155				584				(467	)			117				(12	)			(9	)			96
Manganese			30				8				38				(23	)			15				—				(1	)			14
Ferroalloys			139				68				207				(157	)			50				—				(7	)			43
			2,031				639				2,670				(1,575	)			1,095				(12	)			(86	)			997
Non ferrous
Gold			21				—				21				(2	)			19				—				(2	)			17
Potash			—				70				70				(40	)			30				—				(3	)			27
Kaolin			47				8				55				(44	)			11				—				(4	)			7
			68				78				146				(86	)			60				—				(9	)			51
Aluminum
Alumina			231				115				346				(263	)			83				—				(10	)			73
Aluminum			221				8				229				(207	)			22				—				—				22
Bauxite			22				1				23				(21	)			2				—				—				2
			474				124				598				(491	)			107				—				(10	)			97
Logistics
Railroads			—				246				246				(94	)			152				—				(47	)			105
Ports			1				105				106				(63	)			43				—				(6	)			37
Ships			36				24				60				(89	)			(29	)			—				—				(29	)
			37				375				412				(246	)			166				—				(53	)			113
Others			21				8				29				(33	)			(4	)			—				(2	)			(6	)
			2,631				1,224				3,855				(2,431	)			1,424				(12	)			(160	)			1,252

F - 24

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Results by segment - before eliminations

		As of and for the nine months ended September 30, 2002
														Holdings
						Non								(1)
		Ferrous				ferrous				Logistics				Aluminum				Steel				Others				Eliminations				Consolidated
Gross revenues - Export			3,061				119				30				270				—				—				(1,318	)			2,162
Gross revenues - Domestic			790				70				236				45				—				4				(126	)			1,019
Cost and expenses			(2,791	)			(128	)			(171	)			(278	)			(24	)			44				1,434				(1,914	)
Depreciation, depletion and amortization			(134	)			(22	)			(12	)			(2	)			—				(1	)			—				(171	)
Pension plan			(7	)			(1	)			—				—				—				—				—				(8	)
Operating income (loss)			919				38				83				35				(24	)			47				(10	)			1,088
Financial income			116				—				8				8				2				1				(48	)			87
Financial expenses			(350	)			(5	)			(5	)			(9	)			(6	)			—				48				(327	)
Foreign exchange and monetary gains (losses), net			(688	)			(47	)			33				(140	)			—				(5	)			10				(837	)
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments			(93	)			—				(80	)			(43	)			8				—				—				(208	)
Income taxes			275				—				(1	)			(2	)			—				(14	)			—				258
Minority interests			—				—				—				50				—				—				—				50
Net income (loss)			179				(14	)			38				(101	)			(20	)			29				—				111
Sales classified by geographic destination:
Export market
America, except United States			290				—				20				17				—				—				(148	)			179
United States			251				34				3				8				—				—				(131	)			165
Europe			1,322				81				4				234				—				—				(536	)			1,105
Middle East/Africa/Oceania			151				—				—				—				—				—				(26	)			125
Japan			363				2				1				—				—				—				(170	)			196
Asia, other than Japan			684				2				2				11				—				—				(307	)			392
			3,061				119				30				270				—				—				(1,318	)			2,162
Domestic market			790				70				236				45				—				4				(126	)			1,019
			3,851				189				266				315				—				4				(1,444	)			3,181
Assets:
Property, plant and equipment, net			2,046				313				127				321				—				42				—				2,849
Additions to Property, plant and equipment			380				56				30				28				—				14				—				508
Investments in affiliated companies and joint ventures and other investments, net of provision for losses			300				4				12				128				136				—				—				580
Capital employed			2,168				137				140				196				16				26				5				2,688

(1) Control of Alunorte was acquired in June 2002 and it was consolidated from then.

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Operating income by product – after eliminations

		Nine months ended September 30, 2002
																						Impairment/
																						Gain on sale
		Revenues																				of property,				Depreciation,
														Cost and								plant and				depletion and				Operating
		Export				Domestic				Total				expenses				Net				equipment				amortization				income
Ferrous
Iron ore			1,236				370				1,606				(736	)			870				—				(65	)			805
Pellets			370				107				477				(418	)			59				—				(7	)			52
Manganese			15				14				29				(28	)			1				—				(2	)			(1	)
Ferroalloys			130				57				187				(133	)			54				—				(4	)			50
			1,751				548				2,299				(1,315	)			984				—				(78	)			906
Non ferrous
Gold			90				—				90				(54	)			36				—				(16	)			20
Potash			—				67				67				(40	)			27				—				(3	)			24
Kaolin			30				3				33				(20	)			13				—				(2	)			11
			120				70				190				(114	)			76				—				(21	)			55
Aluminum
Alumina			40				46				86				(60	)			26				—				(2	)			24
Aluminum			206				1				207				(190	)			17				—				—				17
Bauxite			19				—				19				(18	)			1				—				—				1
			265				47				312				(268	)			44				—				(2	)			42
Logistics
Railroads			—				210				210				(58	)			152				(4	)			(56	)			92
Ports			—				96				96				(62	)			34				—				(6	)			28
Ships			26				28				54				(47	)			7				(7	)			(6	)			(6	)
			26				334				360				(167	)			193				(11	)			(68	)			114
Others			—				20				20				(47	)			(27	)			—				(2	)			(29	)
			2,162				1,019				3,181				(1,911	)			1,270				(11	)			(171	)			1,088

11		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.

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The asset (liability) balances At September 30, 2003, 2002 and June 30, 2003 and the movement in fair value of derivative financial instruments is as follows:

						Interest
						rates
		Gold				(libor)				Currencies				Alumina				Total
Unrealized gains (losses) at July 1, 2003			(11	)			(65	)			(1	)			1				(76	)
Financial settlement			5				4				—				—				9
Unrealized gains (losses) in the period			(17	)			(1	)			3				(6	)			(21	)
Effect of exchange rate changes			1				2				—				—				3
Unrealized gains (losses) at September 30, 2003			(22	)			(60	)			2				(5	)			(85	)
Unrealized gains (losses) at April 1, 2003			(10	)			(68	)			(1	)			3				(76	)
Financial settlement			—				10				—				—				10
Unrealized gains (losses) in the period			—				4				—				(3	)			1
Effect of exchange rate changes			(1	)			(11	)			—				1				(11	)
Unrealized gains (losses) at June 30, 2003			(11	)			(65	)			(1	)			1				(76	)
Unrealized gains (losses) at July 1, 2002			(3	)			(28	)			(2	)			—				(33	)
Change in the period			2				(72	)			5				2				(63	)
Unrealized gains (losses) realized in the period			(3	)			35				(1	)			2				33
Unrealized gains (losses) at September 30, 2002			(4	)			(65	)			2				4				(63	)
Unrealized gains (losses) at January 1, 2003			(15	)			(60	)			(1	)			3				(73	)
Financial settlement			5				18				—				—				23
Unrealized gains (losses) in the period			(12	)			(5	)			3				(9	)			(23	)
Effect of exchange rate changes			—				(13	)			—				1				(12	)
Unrealized gains (losses) at September 30, 2003			(22	)			(60	)			2				(5	)			(85	)
Unrealized gains (losses) at January 1, 2002			7				(36	)			(4	)			—				(33	)
Unrealized gains (losses) in the period			(9	)			(51	)			8				2				(50	)
Financial settlement			(2	)			22				(2	)			2				20
Unrealized gains (losses) at September 30, 2002			(4	)			(65	)			2				4				(63	)

Realized and unrealized gains (losses) are included in our income statement under the following captions:

Gold – operating costs and expenses;
Interest rates – financial expenses;
Currencies – foreign exchange and monetary losses, net;
Alumina – operating costs and expenses.

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Final maturity dates for the above instruments are as follows:

Gold		Dec 2007
Interest rates (libor)		Oct 2007
Currencies		Dec 2011
Alumina		Sep 2005

(a)		Interest Rate and Exchange Rate Risk
		Interest rate risks mainly relate to that part of the foreign 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 ourselves against fluctuations in the LIBOR rate.
		There is an exchange rate risk associated with our foreign currency denominated debt. On the other hand, 89% of our revenues are denominated in, or automatically indexed to, the U.S. dollar, while 49% of our 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 floating exchange rate regime in Brazil, we adopt 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 periods presented our use of such instruments was not significant.
(b)		Commodity Price Risk
		We also use derivative instruments to manage exposure to changing gold prices and to ensure an average minimum profit level for future and alumina production. However, they may also have the effect of eliminating potential gains on certain price increases in the spot market. 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 and alumina derivatives, our policy has been to settle all contracts through cash payments or receipts, without physical delivery of product.

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12

Subsequent Events

(a) CVRD Dividend Payment

On October 15, 2003 the Board of Directors approved the second installment of the minimum dividend payment to shareholders, as proposed by the Company’s Executive Board on January 30, 2003. The second installment of the minimum dividend was paid as distribution of interest on stockholders’ equity in the amount of R$ 1.48 per outstanding preferred A share or common share is equal to US$ 0.52 on October 14, 2003.

On August 27, 2003 CVRD announced that the additional dividend payment to CVRD shareholders was equal to R$ 1.94 per outstanding preferred A share and common share and that the respective amount was paid on October 31, 2003.

(b) CVRD Sells Its Stake in Fosfértil

On October 24, 2003 we concluded the sale of our 11.12% participation Fertilizantes Fosfatados S.A. (Fosfértil) shares to Bunge Fertilizantes S.A. for R$ 240 million, equivalent to US$ 84, on the date.

This transaction is consistent with CVRD´s focus in mining and logistics and with its strategy of selling portfolio investments.

(c) CVRD Simplifies Operational Structure

On October 28, 2003 CVRD announced that its manganese and ferroalloy operations will be held as from January, 2004 through four wholly owned subsidiaries: Rio Doce Manganês S.A. (RDM – previously known as Sibra), Urucum Mineração S.A., in Corumbá, Mato Grosso do Sul state, Rio Doce Manganese Europe (RDME), in Dunkerque, France, and Rio Doce Manganese Norway (RDMN), in Mo I Rana, Norway.

(d) CVRD Concludes the Restructuring of Logistics Companies

The conclusion of the transactions aimed at the elimination of the relationships between CVRD and Companhia Siderúrgica Nacional (CSN) in the shareholding structure of Ferrovia Centro-Atlântica S.A. (FCA), Companhia Ferroviária do Nordeste (CFN) and CSN Aceros S.A. (CSN Aceros).

CVRD transfered its interests in CFN and CSN Aceros to CSN and received CSN’s interest in FCA, resulting in a net investment of $ 8, and these operations were concluded on July 11, 2003.

* * *

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SIGNATURES

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

Date: November 17, 2003		COMPANHIA VALE DO RIO DOCE                (Registrant)
		By:	/s/ Fabio de Oliveira Barbosa
			Fabio de Oliveira Barbosa Chief Financial Officer