Companhia Vale do Rio Doce 1st Half Information 1999 Quarterly Information filed with the Comissão de Valores Mobiliários - CVM (Brazilian Securities Commission) on August 04, 1999. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE OPERATING IN JUNE 30, 1999 COMPARED WITH JUNE 30, 1998 1 (Expressed in thousands of Reais) GENERAL ASPECTS Due to the diversified nature of its operations, the Company's management believes that the following factors should be taken into consideration in order to permit an adequate analysis: (a) The prices for the products and services of the Company and its subsidiaries and jointly controlled companies are determined by world market prices, or are considerably influenced thereby. Prices of iron ore and pellets are agreed on an annual basis and set for the following twelve months. Prices of aluminum, gold and pulp have historically fluctuated widely, due to supply and demand conditions, thus considerably influencing the results of the Company and its subsidiaries and jointly controlled companies. This price volatility should continue over the next few years, in line with global economic cycles; (b) About 65% of the Company’s revenue at 06/30/99 is derived from exports and a part of the internal market sales denominated in U.S. dollars, while the costs are in great part incurred in Reais. Consequently, fluctuations in the exchange rate between the two currencies have a significant impact on the operating cash flows of the Company; (c) Approximately 98% of the short-term and long-term loans of the Company at 06/30/99 are denominated in U.S. dollars. As a result, exchange rate fluctuations have a significant impact on the financial expenses of the Company; (d) The variations of the main currencies and indices in 1999 and 1998 in terms of percentages in relation to the Real, which impacted the results of the Company and its subsidiaries, jointly controlled companies and affiliated companies, were as follows: - 06/30/99 46.40 36.05 (9.31) 8.28 3.35 U.S. dollar Japanese Yen Gold IGPM TJLP Parity US$ x Yen 06/30/98 3.63 (2.82) 2.10 1.98 2.33 121.31 139.09 RESULTS The results of the Company for the period were R$ 608,779, (R$ 323,099 for the first quarter and R$ 285,680 for the second quarter) representing growth of 16.4% compared to R$ 523,155 in 1998, increasing the income per outstanding share to R$ 1.58 in 1999 against R$ 1.35 in 1998. The net income for the second quarter was R$ 285,680 in 1999, a growth of 3.8% compared to R$ 275,311 for the same period of 1998. SHAREHOLDER REMUNERATION The Board of Directors, at an ordinary meeting held 08/04/99, decided to accept the recommendation of the Executive Board to pay interest on stockholders’ equity in the amount of R$ 1.11 per share (common and ordinary), in a total amount of R$ 427,239 (representing 70.1% of the net income for the semester), an increase of 47% over the remuneration paid to shareholders in the same period of the previous year. Payment will commence on 08/20/99, and will be net of 15% withholding tax, pursuant to Law No. 9,249/95. 2 COFINS AND PIS The Company maintains in its long-term liabilities a contingency provision deemed sufficient by its legal advisors to cover any extra expense that could arise due to the recent interpretation by the Supremo Tribunal Federal (Federal Supreme Court) regarding the constitutionality of the incidence of taxes other than ICMS (VAT) on the revenues from mining activities. EFFECTS OF DEFERRAL OF EXCHANGE-RATE VARIATION CVM (Brazilian Securities Exchange Commission) Ruling No. 294/99 permits the deferment, to be amortized over a maximum four years, of the negative net result caused by exchange-rate variation adjustments on the balances of obligations and credits occurring in the quarter ended 03/31/99. The amortization of this deferral will be complemented based on the future settlement of the liabilities in foreign currency. At 03/31/99 CVRD (Parent Company) presented a positive net result derived from exchange-rate variation adjustments and therefore there was no deferral. However, some of the Company’s subsidiaries and jointly controlled companies, mainly in the aluminum and pulp and paper areas, presented negative net results and made deferrals, which are reflected in the equity adjustments. CAPITAL EXPENDITURES The Company’s capital expenditure in the first semester of 1999 was R$ 201,867, representing 23.5% of the budget approved for 1999. This amount is 15.8% lower than the previous year, which totaled R$ 239,935. GROSS MARGIN The improvement of the gross margin from 46.6% to 52.7% was due to an increase of 18.7% in operating revenue (from R$ 1,703,278 to R$ 2,022,382), while the cost of products and services grew 5.7% (from R$ 882,003 to R$ 932,071). The devaluation of the Real against the US Dollar had a positive influence on the Company’s revenues from products and services. On the other hand, the fall in prices had a negative impact on gross margin, as did the decrease in iron ore and pellet, gold and potash sales and transportation and port services for the first semester. The increase in cost of products and services is due in great part to higher spending on acquisition of pellets, due to the devaluation of the real against the dollar. 3 QUANTITIES SOLD IN THE FIRST SEMESTER OF 1999 COMPARED WITH THOSE OF THE FIRST SEMESTER OF 1998 (IN THOUSANDS OF METRIC TONS EXCEPT FOR GOLD) Southern Northern System System External market Iron ore Pellets 1999 1998 Total Total % 8,771 6,553 15,324 19,776 19,776 28,547 6,553 35,100 32,501 7,512 40,013 (12.2) (12.8) (12.3) 4,407 3,827 646 8,880 902 902 5,309 3,827 646 9,782 7,532 4,400 370 12,302 (29.5) (13.0) 74.6 (20.5) 17,005 7,199 24,204 20,678 20,678 37,683 7,199 44,882 44,433 7,882 52,315 (15.2) (8.7) (14.2) Railroad transportation 27,772 2,000 29,772 33,520 (11.2) Port services 18,246 791 19,037 22,031 (13.6) 7,389 8,069 (8.4) Manganese 416 372 11.8 Potash 238 262 (9.2) Internal market Iron ore sold to steel companies Iron ore sold to pelletizing affiliates Pellets Total Iron ore Pellets Gold (kg) 4 The gross revenue was composed of the following, per product: 06/30/99 06/30/98 % Iron ore 989,796 820,426 20.6 Pellets 410,342 344,298 19.2 Gold 116,302 88,599 31.3 Railroad and port services 405,753 372,377 9.0 Other products and services 100,189 77,578 29.1 2,022,382 1,703,278 18.7 06/30/99 06/30/98 Railroad and port services 20% Iron ore 49% Railroad and port services 22% Iron ore 48% Gold 6% Pellets 20% Gold 5% Others 5% Pellets 20% R$ 2,022,382 The cost of products and services was composed of the following: R$1,703,278 Personnel Material Outsourced services Acquisition of products and tolling Depreciation and depletion Others 06/30/99 Others 5% Others 5% 06/30/99 06/30/98 % 209,292 203,221 163,317 183,735 122,809 49,697 206,503 201,618 164,831 140,170 119,247 49,634 1.4 0.8 (0.9) 31.1 3.0 0.1 932,071 882,003 5.7 06/30/98 Personnel 22% Others 5% Depreciation 13% Personnel 23% Depreciation 14% Outsourced services 18% Outsourced services 19% Acquisition of products and tolling 20% Acquisition of products and tolling 16% Material 22% R$ 932,071 R$ 882,003 5 Material 23% GAIN (LOSS) ON INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD The result of investments accounted for by the equity method in the period varied from a gain of R$ 78,571 in 1998 to R$ 142,621 in 1999, mainly due to the exchange rate gain on investments abroad. It should be pointed out that the balance of exchange rate variation deferred by affiliated companies at 06/30/99 was R$ 474,000. Business Area 06/30/99 06/30/98 167,790 51,357 Ferrous . Iron Ore and Pellets . Manganese and Ferro-Alloys 955 Non-Ferrous (6,207) (12,438) (5,616) 54,884 8,753 26,015 44,722 . Pulp and Paper (27,901) (15,920) . Aluminum (68,478) (806) . Fertilizers 1,794 2,288 142,621 78,571 Logistics Shareholding interests . Steel The figures broken down by area do not necessarily represent the individual results by company, but rather the amounts applicable to the business area. The individual results, therefore, are segregated by activity, and possible effects that can be compensated among the companies have not been considered. FERROUS IRON ORE AND PELLETS NIBRASCO – An equity result R$ 3,742 lower, due to the provision of R$ 3,000 for PIS. HISPANOBRÁS – An equity result R$ 2,925 higher, in function of the effects of exchange rate variation on assets indexed in US dollars. In operational terms there was a gross increase in US dollar sales, reduced in part by a 8.2% lower sales volume (1,744 thousand tons in 1999 against 1,900 thousand tons in 1998). ITABRASCO – An improved equity result of R$ 5,479 due to the exchange rate effects on assets indexed in US dollars. In operational terms, the gross profit rose due to sales in dollars, offset in part by a 2.8% fall in sales volume (1,550 thousand tons in 1999 versus 1,594 thousand tons in 1998). RDIF – Improved equity result of R$ 117,197 due to exchange rate variation. MANGANESE AND FERRO-ALLOYS SEAS – Better equity result of R$ 2,938 due to exchange rate variation, partially offset by a fall in the gross income. URUCUM – A R$ 1,881 lower equity result due basically to the provision of R$ 3,000 for PIS and COFINS on mineral sales. NON-FERROUS PARÁ PIGMENTOS – A R$ 5,572 lower equity result due to amortization in the first semester of 1999 of deferred exchange rate effects that occurred with the devaluation of the real against the US dollar, offset in part by a 45.3% increase in sales volume (93 thousand tons in 1999 against 64 thousand tons in 1998). 6 LOGISTICS DOCENAVE – A better equity result of R$ 64,800 in function of the exchange rate variation on assets indexed in US dollars, reduced partly by a 26.2% decrease in average freight rates (US$ 5.22 per ton in 1999 against US$ 7.07 per ton in 1998) and by appropriations in 1999 of expenses for ship drydocking in the amount of US$ 7,984. FCA – A reduction of R$ 4,118 in the equity result due to the effects of exchange rate variation on the company’s debt, because it did not defer any exchange rate losses. CFN – A negative equity result of R$ 6,741 was recorded in 1999. In 1998 this was recorded only starting in July. FERROBAN – A negative equity result of R$ 8.814 was recorded in 1999. In 1998 the company was in the pre-operating phase. SHAREHOLDING INTERESTS STEEL MAKING USIMINAS – Recorded an equity result of R$ 23,140 in 1999. This result was due to higher prices as well as to the recording of tax credits derived from its incorporation by COSIPA. Up to June 1998 the company’s results were recorded by the cost method. CSI – Improved equity result of R$ 82,093, due to exchange rate variation. CST – A R$ 104,210 reduction in equity result due to the effects of exchange rate variation on its debt, as the company did not defer exchange rate losses, and because of a 39% fall in the sales price for steel slabs to the foreign market, offset partially by an increase in volume sold of 29.4% (1.7 million tons in 1998 against 2.2 million in 1999). . CSN – A R$ 10,031 reduction in the equity result du to the effects of exchange rate variation on the company’s debt. PULP AND PAPER BAHIA SUL – Lower equity result of R$ 4,054 due to exchange rate variation recorded in the semester. Although the company decided on deferment, the effect of this result was still substantially above that in the same semester of 1998. This negative impact was partly offset by a 26.8% increase in sales volume (293 thousand tons in 1999 against 231 thousand tons in 1998) and by a 27% increase in the average unit price in reais. CENIBRA – A R$ 4,961 reduction in the equity result due to exchange rate variation recorded in the semester. Although the company decided on deferment, the effect of this result was still substantially above that in the same semester of 1998. This effect was partly offset by an 11.9% higher sales volume (404 thousand tons in 1999 against 361 thousand tons in 1998) and by the exchange rate gain on export sales, despite a 4.3% fall in the average unit sales price in US dollars (US$ 378.58 in 1999 versus US$ 395.63 in 1998). ALUMINUM ALBRAS – Reduction of R$ 27,757 in the equity result. Despite higher sales volume of 6.7% (176,699 tons in 1999 against 165,653 tons in 1998) and 36.3% higher net sales income (R$ 362,627 in 1999 against R$ 265,984 in 1998) due to the effects of exchange rate variation on revenue, these were completely offset by exchange rate effects on the company’s debt, which was only partially reduced by the decision to defer exchange rate variations in the amount of R$ 228,894. ALUNORTE – A R$ 40,760 decrease in the equity result, principally because of the effects of exchange rate variation on the company’s debt, which was partly reduced by the decision to defer exchange rate effects in the amount of R$ 199,941. In operational terms, sales volume rose 17.8% (744,273 tons in 1999 against 631,985 tons in 1998) and the growth in revenues of 47.5% (R$ 212,386 in 1999 versus R$ 144,039 in 1998) due to exchange rate variation. Additionally, the change in shareholding from 53.61% in 1998 to 65.82% in 1999 represented a growth in the negative equity result of R$ 10,093. MRN – An increase of R$ 7,234 in the equity result, due to a 24.4% rise in the sales volume (5,197 thousand tons in 1999 against 4,179 thousand tons in 1998) and the effect of exchange rate variation on revenues, partly reduced by a fall in the average unit sales price of 14.4% (US$ 20.98 per ton in 1999 against US$ 24.50 per ton in 1998). 7 VALESUL – A reduction of R$ 2,856 in the equity result due the constitution an July 1999 of an extraordinary contingency provision regarding INSS (Social Security) payments of R$ 3,500 and destination of cathodic residue of R$ 2,250. ALUVALE – A reduction of R$ 7,325 in the equity result (own operations) because of the exchange rate effects on liabilities indexed in the US dollar, partially offset by a 34.2% increase in unit sales prices in reais (R$ 2,669.35 per ton in 1999 against R$ 1,989.07 per ton in 1998) and by a 9.1% increase in sales volume (24 thousand tons in 1999 versus 22 thousand tons in 1998). ITACO – A reduction of R$ 5,876 in equity result mainly due to an increase in financial expenses in the semester. OPERATING EXPENSES (INCOME) The net operating expenses increased R$ 307,524 (R$ 550,298 in 1999 against R$ 242,774 in 1998), due to the reduction in net financial result in R$ 327,485 (a gain of R$ 33,567 in 1998 against a loss of R$ 293,918 in 1999), mainly due to exchange-rate variation accounted for on the net debt of the Company. CASH FLOW Generation of cash flow totaled R$ 1,229,739 in the first semester of 1999, or 62.4% of the net sales revenue, against R$ 724,523 during the same period in 1998 (43.9% of net sales revenue). We point out that this cash flow generation included an extraordinary gain of R$ 358,149 from exchange rate hedge operations in the first quarter of 1999. INCOME TAX AND SOCIAL CONTRIBUTION Income tax and social contribution decreased R$ 57,712. It is worth mentioning the constitution of R$ 157,674 on 06/30/99 (R$ 95,587 on 06/30/98) relative to the income tax and social contribution benefit from paying interest on stockholders’ equity (see Note 8). EXCHANGE RATE EXPOSURE On 12/31/98 the Company had a negative net balance of R$ 163,000 linked to the US dollar. With the settlement of a significant part of the exchange rate hedge operations, CVRD had as of 06/30/99 an amount of R$ 1,174,000 exposed in US dollars (see Note 22). 8 quadrosi.xls (BALANCE) 9 quadrosI.xls (RESULT) 10 quadrosI.xls (EQUITY) 11 quadrosi.xls (CASH FLOW) 12 (A free translation of the original notes in Portuguese to the financial statements prepared in accordance with the requirements of Brazilian Corporate Law) COMPANHIA VALE DO RIO DOCE NOTES TO THE FINANCIAL STATEMENTS AT JUNE 30, 1999 (expressed in thousand of Reais) (1) OPERATIONS Companhia Vale do Rio Doce - CVRD is a publicly traded corporation whose predominant activities are mining, processing and sale of iron ore, pellets, gold, manganese and potash, as well as port and railroad transportation services. In addition, through its direct, and indirect subsidiaries and jointly controlled companies, CVRD operates in transoceanic and coastal shipping, forestation, geological studies and technological research services, steelmaking, and the production of aluminum and pulp and paper products. (2) PRESENTATION OF FINANCIAL STATEMENTS The financial statements have been prepared according to the accounting principles provided for in Brazilian corporate legislation as well as the rules and guidelines issued by the Comissão de Valores Mobiliários - CVM (Brazilian Securities Commission) and the Instituto Brasileiro de Contadores - IBRACON (Brazilian Accounting Institute). In order to provide better information to the market, the Company is also presenting Statements of Cash Flows, which appear on page 12 as additional information. (3) SIGNIFICANT ACCOUNTING POLICIES a) The accrual basis of accounting is adopted by the Company; b) Assets and liabilities that are realizable or due more than twelve months after the quarterly balance sheet date are classified as long-term; c) Marketable securities are stated at cost plus accrued income earned through the quarterly balance sheet date; d) Inventories are stated at average purchase or production cost, and imports in transit at the accumulated cost of each item, not exceeding market or net realizable value; e) Assets and liabilities in foreign currencies are shown at exchange rates in effect at the quarterly balance sheet date. Those in local currency are restated based on contractual indexes; f) Investments in subsidiaries, jointly controlled companies and affiliated companies are accounted for by the equity method, based on the stockholders' equity in the investees. Other investments are recorded at cost, less provision for unrealized losses when applicable, and g) Property, plant and equipment (including interest incurred during the construction period of large-scale projects) are depreciated on the straight-line basis, at rates that take into consideration the useful lives of the assets. Depletion of mineral reserves is computed on the unit-of-production method. 13 (4) CASH AND CASH EQUIVALENTS Cas h and banks G old inves tm ents (*) F ixed and variable rate inves tm ents (*) F ixed rate inves tm ents (fund) O thers (*) (5) 06/30/99 03/31/99 5,695 31,122 1,379,331 231,347 151,850 1,799,345 3,925 209 1,213,735 121,290 137,412 1,476,571 For these investments the Company, in order to obtain more profitability, contracted swap operations with these financial institutions, mainly related to exchange rate and currency variations. ACCOUNTS RECEIVABLE FROM CUSTOMERS The accounts receivable of the Company are composed as follows: Customers Domestic Export Allowance for doubtful accounts Allowance for ore weight credits (6) 06/30/99 03/31/99 234,116 680,398 914,514 230,529 595,245 825,774 (11,901) (10,220) 892,393 (7,576) (10,695) 807,503 TRANSACTIONS WITH RELATED PARTIES Derived from sales and purchases of products and services or from loans, with maturities up to the year 2011, as follows: 06/30/99 Vale do Rio Doce Navegação S.A. - DOCENAVE Vale do Rio Doce Alumínio S.A. - ALUVALE Fundação Vale do Rio Doce de Seguridade Social - VALIA ALUNORTE - Alumina do Norte do Brasil S.A. Bahia Sul Celulose S.A. Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS Fundação Vale do Rio Doce de Habitação e Desenvolvimento Social - FVRD Companhia Ítalo-Brasileira de Pelotização - ITABRASCO Companhia Nipo-Brasileira de Pelotização - NIBRASCO Companhia Coreano-Brasileira de Pelotização - KOBRASCO Celulose Nipo-Brasileira S.A. - CENIBRA Rio Doce International Finance Ltd Salobo Metais S.A. Itabira Rio Doce Company Limited ALBRAS - Alumínio Brasileiro S.A. CELMAR S.A. - Indústria de Celulose e Papel Pará Pigmentos S.A. Others Represented by: Commercial balances (accounts receivable from customers and due to suppliers) (*) Short-term financial balances Long-term financial balances (*) Assets Liabilities Assets Liabilities 375 38,853 293 775,285 30,646 10,281 75,527 33,676 13,908 20,755 293,732 271,931 121,892 485,523 363 15,741 35,097 144,953 10,021 29,950 3,585 255 82 35,499 37,224 49,092 35,126 24,737 3 734,557 2 6,984 25,240 5,748 86,723 400 37,198 174 760,346 28,908 11,813 75,583 26,032 7,721 18,613 281,968 254,609 119,585 390,574 36,163 14,853 31,147 127,663 6,718 27,935 8,657 28 82 45,359 33,335 68,655 30,198 16,872 3 866,523 2 6,733 30,322 100,092 2,368,831 1,084,828 2,223,350 1,241,514 624,453 531,758 1,212,620 57,254 527,076 500,498 502,165 560,434 1,160,751 85,525 516,916 639,073 2,368,831 1,084,828 2,223,350 1,241,514 Included in “Accounts receivable from customers” and “Payable to suppliers and contractors.” 14 03/31/99 (7) INVENTORIES Finished products . Iron ore and pellets . Manganese . Gold . Others Spare parts and maintenance supplies (8) 06/30/99 03/31/99 112,215 20,776 18,099 5,152 156,242 148,154 113,226 23,148 18,747 954 156,075 139,556 304,396 295,631 DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION Income of the Company is subject to the normal tax system. The balances of deferred assets and liabilities are presented as follows: Deferred assets Deferred liabilities 06/30/99 03/31/99 06/30/99 03/31/99 - 38,980 - - 80,639 86,616 157,674 - 32,155 83,867 68,849 11,539 74,636 - 4,113 15,497 45,350 26,637 3,972 15,904 45,756 25,708 324,929 310,026 91,597 91,340 33,311 44,842 - - Total 358,240 354,868 91,597 91,340 Current (*) Long-term 288,891 69,349 358,240 283,581 71,287 354,868 91,597 91,597 91,340 91,340 Tax loss carryforwards Temporary differences: . Depreciation and residual value of Law 8,200 adjustments . Labor provisions . Non-deductible provisions Income tax Interest on stockholders' equity Monetary variation Inflationary profit Revaluation reserves Long-term sales Withholding tax/social contribution to recover (*) Recorded as “Recoverable taxes” under current assets, which also includes R$ 97,712 (R$ 70,152 in 03/31/99) mainly related to ICMS (VAT) and PIS (Social Integration Program) In addition to the credits recorded, the Company has a lawsuit pending claiming elimination of the 51.83% monetary restatement for tax purposes applied to the months of January and February 1989 (“Plano Verão” monetary plan). It has already obtained an injunction for compensation of credits corresponding to the elimination of 42.72% instead of the 51.83% requested. The amount of these credits covered by the injunction total approximately R$ 424,000, and the accounting effects have not yet been recognized on the balance sheet. 15 The amounts reported as income tax and social contribution which affected income for the year are reconciled to the statutory rates as follows: 06/30/99 Income before income tax and social contribution (-) Equity in results of subsidiaries and affiliated companies Income tax and social contribution at combined tax rates 633,371 (142,621) 490,750 605,459 (78,571) 526,888 33.00% 33.00% (161,948) (173,873) (7,747) - (169,695) (173,873) 157,674 (6,423) (6,148) (24,592) 95,587 (1,198) (2,820) (82,304) Social contribution from May to December at statutory rate of 4% Federal income tax and social contribution at statutory rates Adjustements to net income which modify the result for the period: . Income tax benefit from interest on stockholders' equity . Income tax from interest on stockholders' equity received . Others Income tax and social contribution (9) 06/30/98 STATEMENT OF INVESTMENTS IN SUBSIDIARIES, JOINTLY CONTROLLED AND AFFILIATED COMPANIES AND OTHER INVESTMENTS Participation % Stockholders' equity adjusted Equity adjustments Net income (loss) for the year adjusted 06/30/99 03/31/99 06/30/99 06/30/98 (9,974) Investments Subsidiaries Vale do Rio Doce Alumínio S.A. - ALUVALE (c, d, k, j) 100.00 689,249 (71,837) 689,249 767,605 (71,838) Vale do Rio Doce Navegação S.A. - DOCENAVE (c, j) 96.84 415,641 (1,107) 402,507 - (1,071) - DOCEPAR S.A. (c, d, f, g, l) 96.84 593,226 68,073 574,480 1,082,446 65,922 21,689 Florestas Rio Doce S.A. (c) 99.85 156,737 (1,437) 156,502 155,794 (1,435) (477) Rio Doce International Finance Limited - RDIF (a, c) 99.80 454,580 152,758 453,671 424,004 152,452 35,255 Itabira Rio Doce Company Limited - ITACO (a, c) 99.99 325,700 104,729 325,667 270,996 104,719 27,089 Pará Pigmentos S.A. (c, d, i) 72.00 (3,916) (27,734) 12,341 2,260 (11,648) (6,076) 98,706 104,932 (7,601) 2,713,123 2,808,037 Others 229,500 (282) 67,224 Jointly controlled companies Minas da Serra Geral S.A. - MSG (b, c) 51.00 48,028 (5,777) 24,495 32,828 (2,946) 1,600 Companhia Siderúrgica de Tubarão - CST (b, c, d, f, g) 22.85 3,732,699 (386,119) 704,225 712,651 (88,228) 15,982 Celulose Nipo-Brasileira S.A. - CENIBRA (b, c) 51.48 481,320 (13,848) 247,784 249,972 (7,130) (2,169) Bahia Sul Celulose S.A. (b, c, e, f) 29.33 1,142,511 (63,941) 306,102 310,824 (17,319) (13,265) Cia. Nipo-Brasileira de Pelotização - NIBRASCO (b, c) 51.00 132,173 5,583 67,408 69,437 2,847 6,589 Cia. Hispano-Brasileira de Pelotização - HISPANOBRÁS (b, c, j) 50.89 78,516 13,356 39,957 41,806 6,796 3,871 Cia. Ítalo-Brasileira de Pelotização - ITABRASCO (b, c) 50.90 67,976 16,014 34,600 36,068 8,152 2,673 Vale Usiminas Participações S.A. (b, c) 50.00 - - - - - (4,166) Others 85,768 88,453 (5,171) 1,510,339 1,542,039 (102,999) (2,056) 9,059 Affiliated companies Fertilizantes Fosfatados S.A. - FOSFERTIL (c, f) 10.96 420,718 16,362 46,111 43,639 1,794 2,288 Usinas Siderúrgicas de Minas Gerais S.A. - USIMINAS (c, d, f, h) 11.46 3,745,495 201,920 508,211 511,630 23,140 - 38,447 35,472 (8,814) 592,769 590,741 16,120 2,288 7,053 6,777 - - 4,823,284 4,947,594 142,621 78,571 Others Investments at cost 16 - Notes: (a) Equity in companies located abroad is converted into local currency at rates in effect on the quarterly balance sheet date. The calculation of the equity method adjustment comprises the difference due to exchange rate changes, as well as participation in income; (b) Notwithstanding the stockholdings, the classification as a jointly controlled company results from the degree of control exercised by the Company, which is shared with the other partners; (c) Companies whose quarterly financial statements were not examined by independent accountants; (d) The amounts of the investments in CST, Bahia Sul and in CSN and AÇOMINAS indirect by through DOCEPAR are net of discounts of R$ 148,697, R$ 28,996, R$ 84,492 and R$ 11,928, respectively and the investments in USIMINAS, VALESUL and ALUNORTE (indirect by through ALUVALE) and Pará Pigmentos include premiums of R$ 78,977, R$ 4,201 and R$ 21,305 and R$ 15,161, respectively; (e) The consolidated participation represents 32.02% (Florestas Rio Doce S.A. owns 2.69% of the capital); (f) CST, FOSFERTIL, CSN (holding by DOCEPAR), USIMINAS and BAHIA SUL (preferred shares in the latter) are listed on Brazilian stock exchanges. At 06/30/99 the market values of the Company's investments were R$ 391,447, R$ 225,452, R$ 342,734, R$ 102,985 and R$ 64,237, respectively, although this does not necessarily reflect the realizable value of a representative lot of shares. The other investments in subsidiaries, jointly controlled companies and affiliated companies refer to companies that have no shares traded on stock exchanges; (g) During the semester the amounts of R$ 195,472 and R$ 228,021 were recorded in investments, referring to the revaluation reserve for, respectively, CSN and CST; (h) On 06/30/98 the Company signed a “term for closing and settlement of the contract for purchase and sale of debentures” with the Fundação Vale do Rio Doce de Seguridade Social - VALIA, by which it settled the credit it had with VALIA in the amount of R$ 197,141 through receipt of 8,547,004 common shares of Usinas Siderúrgicas de Minas Gerais S.A. - USIMINAS. As a consequence of this operation, the Company increased its interest in the voting capital and the total capital of USIMINAS from, respectively, 15.48% and 7.74% to 23.14% and 11.57%, with the investment being accounted for by the equity method as of 07/01/98; (i) In June 1999, CVRD purchased the 36% holding of CADAM - Caulim da Amazônia S.A. in Pará Pigmentos S.A., for an amount equivalent to US$ 25 million. (j) The equity result includes, besides participation in the results, effects recorded directly against the stockholders’ equity of the company. (k) Indirect holdings through ALUVALE: Participation % Stockholders' equity adjusted Equity adjustments Net income (loss) for the year adjusted 06/30/99 03/31/99 06/30/99 06/30/98 (11,875) Investments ALBRAS - Alumínio Brasileiro S.A. 51.00 261,013 (77,710) 133,116 155,830 (39,632) Mineração Rio do Norte S.A. - MRN (j) 40.00 613,552 38,827 245,421 247,369 15,531 8,297 ALUNORTE - Alumina do Norte do Brasil S.A. (d) 65.82 304,514 (67,972) 221,737 131,820 (44,739) (13,647) Valesul Alumínio S.A. (d) 54.51 158,823 6,850 90,775 89,470 3,734 6,590 Vale do Rio Doce Energia S.A. 10.00 20 (680) 2 - (68) - (1,802) 143,116 (6,664) 661 767,605 (71,838) (9,974) Own operations 689,249 17 (l) Indirect holdings through DOCEPAR: Participation % Net income (loss) for the year adjusted Stockholders' equity adjusted Equity adjustments Investments 06/30/99 03/31/99 06/30/99 06/30/98 22,791 Companhia Siderúrgica Nacional (d, f, g) 10.33 6,538,584 127,554 526,946 618,348 12,760 Aço Minas Gerais S.A. - AÇOMINAS (d) 3.16 1,768,904 (254,269) 42,203 53,312 (7,781) (2,179) Navedoce Serviços e Empreendimentos Lda. 100.00 - - - 272,508 69,716 22,660 Navegação Vale do Rio Doce S.A. - DOCENAVE 100.00 - - Own operations - 131,071 5,999 (8) 5,331 7,207 (14,772) (21,575) 574,480 1,082,446 65,922 21,689 From 01/01/99 DOCENAVE was restructured, transferring its operational assets directly related with its shipping activities to its subsidiary Navegação Vale do Rio Doce S.A., becoming a holding company for the DOCENAVE group. The company changed its name to DOCEPAR S.A. and the company name from Navegação Vale do Rio Doce S.A. to Navegação Vale do Rio Doce S.A. – DOCENAVE. At the Extraordinary Stockholders’ General Meeting held on 04/29/99, it was proposed and approved by the stockholders of DOCEPAR S.A. dividend payment by ceding shares from DOCENAVE and, therefore, DOCEPAR S.A. and DOCENAVE are direct controlled by CVRD. (10) (a) PROPERTY, PLANT AND EQUIPMENT By business area: 06/30/99 03/31/99 Cost Accumulated depreciation Net Cost Accumulated depreciation Net 1,409,109 2,552,454 453,124 (646,750) (860,673) (212,525) 762,359 1,691,781 240,599 1,405,279 2,542,659 453,113 (634,469) (852,788) (209,440) 770,810 1,689,871 243,673 4,414,687 (1,719,948) 2,694,739 4,401,051 (1,696,697) 2,704,354 1,944,243 3,239,527 919,849 (1,188,922) (2,032,939) (589,260) 755,321 1,206,588 330,589 1,941,083 3,239,398 913,443 (1,180,317) (2,025,584) (585,594) 760,766 1,213,814 327,849 6,103,619 (3,811,121) 2,292,498 6,093,924 (3,791,495) 2,302,429 494,942 (398,813) 96,129 494,949 (397,568) 97,381 73,970 45,482 592,068 (18,185) (28,374) (236,709) 55,785 17,108 355,359 71,542 37,782 582,071 (16,998) (23,663) (225,728) 54,544 14,119 356,343 711,520 (283,268) 428,252 691,395 (266,389) 425,006 Energy 99,680 (1,329) 98,351 72,714 (606) 72,108 Corporate 56,909 (27,802) 29,107 65,146 (33,759) 31,387 11,881,357 (6,242,281) 5,639,076 11,819,179 (6,186,514) 5,632,665 521,417 523,664 6,160,493 12,342,843 Ferrous - Southern System Mining Railroads Marine terminals Ferrous - Northern System Mining Railroads Marine terminals Pelletizing Non-Ferrous Potash Research and projects Gold Total in operation Construction in progress Total 521,417 12,402,774 (6,242,281) 18 (6,186,514) 523,664 6,156,329 (b) By classification of asset: 06/30/99 Cos t Land and buildings Ins tallations / operational s ys tems Equipment Railroads M ineral rights Others Total cos t Cons truction in progres s Total Accumulated depreciation Net 03/31/99 Cos t Accumulated depreciation Net 1,641,863 3,615,331 681,712 4,554,425 380,057 1,007,969 (588,363) (2,288,035) (405,628) (2,440,863) (98,696) (420,696) 1,053,500 1,327,296 276,084 2,113,562 281,361 587,273 1,640,290 3,575,569 674,024 4,544,672 380,058 1,004,566 (581,106) (2,268,128) (401,697) (2,430,400) (94,649) (410,534) 1,059,184 1,307,441 272,327 2,114,272 285,409 594,032 11,881,357 (6,242,281) 5,639,076 11,819,179 (6,186,514) 5,632,665 521,417 523,664 6,160,493 12,342,843 521,417 12,402,774 (6,242,281) (6,186,514) 523,664 6,156,329 Depreciation, amortization and depletion of property, plant and equipment and deferred assets have been allocated to cost of production and services and to administrative expenses as follows: 06/30/99 06/30/98 Cost of production and services Administrative expenses (11) 125,480 6,132 123,840 5,756 131,612 129,596 LOCAL AND FOREIGN LOANS AND FINANCING Current Liabilities FO REIGN O PERATIO NS S hort-te rm de bt Long-te rm de bt: Loans and financing contracted in the following currencies, maturing up to 2011: U.S. dollars Jap anese y en Gold Fixed-rate notes in U.S. dollars Accrued charges 06/30/99 03/31/99 448,282 Long -Term Liabilities 06/30/99 03/31/99 386,092 - - 435,012 16,070 6,050 47,227 504,359 402,336 15,934 12,615 39,095 469,980 1,056,866 7,925 884,750 1,949,541 1,060,211 7,858 861,000 1,929,069 723,600 708,900 - - 3,181 - 2,800 857 102 17,870 5,506 - 18,583 5,443 - 3,181 3,759 23,376 24,026 1,679,422 1,568,731 1,972,917 1,953,095 LO CAL O PERATIO NS S hort-te rm de bt Long-te rm de bt: Indexed by T JLP and IGP-M Exp ort financing in U.S. dollars Non-convertible bearer debentures Accrued charges Total 19 Notes: (a) Foreign currency loans and financing are recorded in local currency at the exchange rates in effect at the quarterly balance sheet dates as follows: 06/30/99 03/30/99 US$ Iene 1.00 = 1.00 = R$ R$ 1.769500 0.014613 1.00 = 1.00 = R$ R$ 1.722000 0.014490 (b) Of the total loans and financing, R$ 683,728 have federal government guarantees and R$ 114,356 have third-party guarantees, all with full counter-guarantees. (c) The foreign and local long-term debt at 06/30/99 falls due in the following years: Amount 2000 2001 2002 (d) Amount 284,207 124,290 134,580 2003 2004 2005 onward 485,983 652,403 291,454 The local and foreign loans and financing of long-term debt are subject to annual interest rates, at 06/30/99, as follows: Up to 7% 7.1 to 9% 9.1 to 11% 1,109,435 303,906 1,067,116 2,480,457 (e) Based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the market value of long-term debt at 06/30/99 approximates fair market value; (f) Parent Company loans and financing, broken down by currencies/index: 06/30/99 Real 1% 03/31/99 Real 1% Yen 1% Dollar 98% Yen 1% Dollar 98% 20 (12) CONTINGENT LIABILITIES The contingent liabilities of the Company at the quarterly balance sheet date were: (a) Provisions for contingencies and respective judicial deposits presented in long-term liabilities, considered by management as sufficient to cover contingent losses, were as follows: 06/30/99 Judicial deposits(*) Provisions for contingencies 03/31/99 Judicial deposits(*) Provisions for contingencies Tax contingencies Labor and civil claims 21,223 109,609 153,080 (**) 91,806 19,345 110,457 55,711 89,976 Total 130,832 244,886 129,802 145,687 44,482 - 46,067 - 86,350 244,886 83,735 145,687 130,832 244,886 129,802 145,687 Current Long-term (*) Recorded as "Others" under current assets and "Guarantees and deposits" under long-term assets. (**) The growth arises basically from income tax and social contribution for 1999 not paid due to an injunction obtained relative to the elimination of monetary restatement for tax purposes applied to January and February 1989 ("Plano Verão" monetary plan). (b) Guarantees given to subsidiary and jointly controlled companies (normally in proportion to the Company’s percentage of participation) are as follows: 06/30/99 03/31/99 ALBRAS - Alumínio Brasileiro S.A. 657,133 647,876 DOCEPAR S.A. 125,228 138,783 Bahia Sul Celulose S.A. 266,703 242,661 ALUNORTE - Alumina do Norte do Brasil S.A. 210,442 209,840 Salobo Metais S.A. 104,460 103,919 Companhia Coreano-Brasileira de Pelotização - KOBRASCO 127,096 126,100 CELMAR S.A. - Indústria de Celulose e Papel Vale Usiminas Participações S.A.- VUPSA Seamar Shipping Corporation Pará Pigmentos S.A. Others 85,165 90,480 155,632 84,330 81,126 80,311 131,344 79,625 76,657 84,827 2,020,986 1,888,752 06/30/99 03/31/99 1,525,567 487,538 7,881 2,020,986 1,371,934 502,290 14,528 1,888,752 The breakdown of guarantees by currency is: U.S. Dollar Real French Franc (c) The Company has a total of R$ 73,565 pledged as guarantees in court proceedings. 21 (13) LABOR PROVISION This provision is the result of the Company's responsibility to provide supplementary pensions relating to the early retirement programs of 1987 and 1989. Part of the amount is recorded in current liabilities as “Others”, R$ 34,186 (R$ 35,163 on 03/31/99), and part in long-term liabilities, R$ 209,999 (R$216,000 on 03/31/99). These liabilities were calculated by the independent actuary for 06/30/99 and 03/31/99, respectively, and represent the current value of the benefit and pensions. (14) FINANCIAL INSTRUMENTS - DERIVATIVES The Company has been actively managing its positions in derivative instruments, so as to avoid eventual cash impacts. In view of the policies and practices established by the Company for operations with derivatives, management considers the occurrence of non-measurable risk situations as unlikely. The operations carried out by the Company can be summarized as follows: (a) Gold hedge In connection with its gold mining activities, the Company has contracted financial operations involving derivatives, with the objective of managing the risks associated with gold price fluctuations, to provide stable cash flows and gross margins for the gold business. On 06/30/99, approximately 7 tons (220,606 oz.) were subject to such operations, as follows: Type Gold Loan Puts Spot Deferred Quantity (oz.) Final maturity Unrealized gain (loss) July 1999 - 202,500 December 2004 4,013 5,000 July 1999 186 13,106 (*) Total 220,606 Calls 938,000 4,199 December 2004 (8,256) (4,057) (*) Recorded as current liabilities under loans and financing - Current liabilities - in the amount of R$ 6,050 (R$12,615 at 03/31/99). (Note 11) The unrealized loss, in the amount of R$ 4,057 represents the amount payable if all transactions had been settled on 06/30/99. The Company’s policy has been to settle all contracts through cash payments and/or receipts, without physical delivery of the gold, except in the case of the Gold Loan. (b) Interest hedge (6-month Libor) Since May 1998 the Company has been carrying out derivative operations seeking to hedge its exposure to the 6-month Libor rate, arising from its trade finance operations. Type Value (US$ Million) Due date Unrealized gain (loss) Floor 650 May 2004 (12,939) 1,000 May 2004 12,795 Cap (144) The unrealized loss in the amount of R$ 144 represents the amount payable if all transactions had been settled on 06/30/99. 22 (c) Currency hedge During 1999 the Parent Company has carried out various “Swap” operations involving currency and the purchase of bonds with yields in U.S. dollars, with the goal of reducing its exposure to debts indexed in dollars. At 06/30/99 these operations totaled R$ 55,172 (R$ 147,895 at 03/31/99). (15) FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of the Company's financial instruments generally approximates fair market value because of the shortterm maturity or frequent repricing of these instruments. The market values of investments are indicated in Note 9 (f). Fair market value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and as such cannot be precisely determined. (16) PENSION PLAN The Fundação Vale do Rio Doce de Seguridade Social - VALIA is a nonprofit foundation created in 1973 for the purpose of supplementing the social security benefits of employees of the Company and certain of its subsidiary and affiliated companies. As sponsors, during the year these companies contributed a monthly amount equivalent to 17.9% of the payroll for the employees participating in the plan, which together with the contributions of these employees and other beneficiaries, provides funds to cover the plan's costs, calculated on an actuarial basis. The supplementary plan adopted by VALIA, for capitalization of retirements and coverage of pensions, calls for the formation of actuarial reserves corresponding to the present value of the benefits granted and to be granted for rights acquired by its participants, in such a way that the Foundation can fulfill these obligations without using other resources. Based on the calculations of its independent actuary, VALIA showed a technical deficit at 06/30/99 of approximately R$ 94,192 (at 06/30/98 there was a technical deficit of R$ 42,599). This deficit arose from the increase in the value of the Mathematical Reserve for Benefits Conceded. It should be pointed out that VALIA has constituted a contingency provision in the amount of R$ 125,420 in response to the Writ of Mandamus currently before the Federal Supreme Court challenging the constitutionality of the incidence of income tax on receipt of dividends, interest and other capital gains. In case the decision is favorable, the referred provision would be considered unnecessary and its reversal would result in a surplus of R$ 31,220. In case the effects of Constitutional Amendment No. 20 (reformulating the Social Security rules as they apply to VALIA) and of Provisional Measure No. 824 (which determines the readjustment factor for benefits granted under Social Security) were considered, the mathematical reserve of benefits to pay would be reduced by about R$ 70,000, implying in turn an equal reduction in the technical deficit. Additionally, as registered in the CVRD Privatization Tender, divulged through a “Fato Relevante” (Relevant Announcement) in the Diário Oficial da União (Official Gazette) of 04/11/97, the Company recognized its responsibility to assume the necessary expense of reconstituting the mathematical reserves of VALIA in the amount of R$ 265,658, with a value basis of July 1995, sustaining such possible deficits on prior balance sheets up to a limit of this amount. (17) ENVIRONMENTAL AND SITE RECLAMATION AND RESTORATION COSTS Expenditures relating to ongoing compliance with environmental regulations are charged to production costs or capitalized as incurred. The Company manages its environmental policies according to the specifications of ISO 14,001 and maintains ongoing programs to minimize the environmental impact of its mining operations as well as to reduce the costs that will be incurred upon termination of activities at each mine. 23 (18) CAPITAL The Parent Company's capital consists of 388,559,056 shares, of which 249,983,143 are common shares, 138,575,912 preferred shares, and one special preferred share (“Golden Share”), all with no par value. Preferred shares have the same rights as common shares, except for the right to elect the members of the Board of Directors. They have priority to a minimum annual dividend of 6% on the portion of capital represented by this class of share. The special “Golden Share” belongs to the Brazilian Government. This share gives it the right to a permanent veto of changes in the Company’s name, headquarters location, nature as a mining enterprise, continuous operation of the integrated iron ore systems, and other matters determined in the Bylaws. (19) TREASURY STOCK The Board of Directors, under the terms of Item XV of Art. 13 of the Bylaws and based on Art. 30 of Law No. 6,404/76 and CVM Rules 10, of 02/14/80, and 268, of 11/13/97, authorized the acquisition by the Company of its own preferred Class A shares, to be held in treasury for subsequent disposal or cancellation. At the close of the semester there were preferred shares 3,659,220, in treasury, at an average weighted unit acquisition cost of R$ 20.03, with a minimum cost of R$ 14.02 and maximum of R$ 24.19, both in 1999 and 1998. The market value of these shares at the close of the first semester of 1999 was R$ 35.03, at the average quoted price on 06/30/99 (R$ 25.26 at the average quoted price on 03/31/99). (20) FINANCIAL INCOME AND EXPENSES The amounts included in the income statement are as follows: 06/30/99 06/30/98 FINANCIAL EXPENSES Foreign debt Local debt Interest capitalization - construction in progress Subsidiaries, affiliated companies and foundations Others Monetary restatement and exchange rate variation on labilities FINANCIAL INCOME Subsidiaries, affiliated companies and foundations Marketable securities Gold operations Others Monetary restatement and exchange rate variation on labilities FINANCIAL INCOME, NET (109,606) (31,081) 7,000 (37,792) (13,324) (77,744) (22,751) 11,440 (29,574) (7,054) (184,803) (125,683) (1,277,799) (115,523) 49,328 85,003 3,154 18,245 30,125 145,958 11,164 6,949 155,730 194,196 1,012,954 80,577 (293,918) 24 33,567 (21) CVRD IN THE YEAR 2000 (UNAUDITED) CVRD first became aware of the so-called Millennium Bug at the start of the 1990’s, from an exclusive perspective of the Company’s own information technology, when systems analysts first began to warn of the correct treatment of post-1999 dates. CVRD’s Year 2000 Project, begun in April 1997, had the initial objective of implementing corporate-wide actions for complete corrective measures. This project was based on an inventory of all installed systems and a detailed plan for their conversion. INVENTORY 2,600 items were inventoried, including: Information systems; Industrial automation systems; Production equipment; Infrastructure; Telecommunications; The Data Center; Computer networks. ANALYSIS OF RISK CVRD has a structure of information and automation systems that integrates all processes along its value chain, from mines to rail transport, ports and shipment of its products. All administrative processes, such as supply, accounting, costs, budget, cash flow, accounts payable, accounts receivable, contracts, human resources, payroll, benefits, taxes, billing and others are supported by systems that are integrated both within the company and with outside entities such as banks and suppliers. The possibility that this whole system could become unavailable could cause negative impacts on the productive process, such as interruption of ore flow, late deliveries, internal or external logistics problems, or on cash flow, such as losing track of revenues and credits, or even impacts on the Company’s image through incorrect or delayed financial statements, etc. To give proper priority to enabling the Company’s information systems, including software, hardware and automation systems, to deal with the Year 2000, a standard for risk analysis was established to map out the areas most critical to the Company’s operations. This risk-analysis process classified the systems according to two factors: the impact on business operations and the degree of preparation to confront the Year 2000 problem. These factors were ranked as of high, medium and low impacts and allocated to the axes of a matrix (Risk Matrix). The position of a system in a determined cell indicated its degree of risk. COMMITMENT TO THIRD PARTIES Third parties fall into two fundamental categories of relationship with the Company, and for each their criteria were established to examine the potential problem: Information technology suppliers, or IT aboard ships: Specific treatment was given to each item in the inventory, analyzing the needs for conversion, upgrade, or the contracting of products/services for complete harmonization of each component/system. 25 Suppliers of inputs/business partners, such as electric power, water, telecommunications, maritime transport, etc. Contacts have been maintained (through correspondence and workshops) to collect information on the situation vis-à-vis their Year 2000 projects, with the objective of assessing the risks and impacts, integrating corrective actions and maintaining ongoing monitoring, mainly concerning critical monopolies such as of electricity and water. CONTINGENCY PLANNING The Company, turning its attentions to third parties (suppliers, customers, business partners), is conducting an analysis of the guarantees for supply of inputs and services vital for its operations. The result of this analysis will guide the contingency actions necessary to neutralize possible impacts on its productive process, cash flow and/or image. The process of contingency planning requires careful assessment of all possible impacts and risks. Due to the nature of such research (requests for costs and operational difficulties) and due to circumstances (lack of precise and complete information), this work will have to be carried out gradually during the second semester of 1999, for the potential risks of the organizations that interface with CVRD vary on a daily basis while these carry forward their corrective actions. BUDGET The overall budget for this project is estimated at US$ 4,000, of which US$ 2,500 corresponds to expenditures for replacement of components and US$ 1,500 to conversion of information systems. RESULTS The final result has demonstrated that the Company’s information systems are ready for the Year 2000. Among the MissionCritical items, we can highlight: The Information Park (Infrastructure and Systems), as described, is already compatible with the Year 2000. There are some pending items, related to equipment and software to support the productive process. These represent approximately 1% of the total of critical items inventoried. The solution includes the acquisition of new components from suppliers that, due to late delivery, have not yet been installed. The estimated deadline in this respect is August 30 ,1999. The complete report was forwarded to the CVM (Securities Commission) on 07/30/97 and is available on the CVRD Homepage (http://www.cvrd.com.br). 26 (22) EXCHANGE RATE EXPOSURE In the middle of January 1999 the Brazilian Central Bank abandoned its previous policy of maintaining the exchange rate of the real against the U.S. dollar within defined bands, allowing the real to float freely. As a consequence of this, by 06/30/99 the real had suffered nearly 32% devaluation against the dollar compared with the quotation of 12/31/98 (30% in the first quarter and 2% in the second). The table below shows the exchange rate exposure of the Company and its subsidiaries, jointly controlled and affiliated companies: 06/30/99 A S S ETS C UR R ENT Cas h, banks and financ ial inves tm ents O thers LO NG-TER M A S S ETS I NV ES TMENTS TO TA L PA R ENT C O MPA NY 03/31/99 I n m illion s of R e ais S UBS I D I A R I ES JO I NTLY C O NTR O LLED A ND A FFI LI A TED C O MPA NI ES (*) 06/30/99 03/31/99 61 1,289 151 1,222 53 431 59 411 1,350 1,373 484 470 903 847 66 75 1,044 3,297 1,016 3,236 33 583 39 584 1,651 412 1,533 444 1,454 176 1,041 175 2,063 1,977 1,630 1,216 1,947 461 2,408 4,471 1,927 601 2,528 4,505 1,853 3 1,856 3,486 1,837 3 1,840 3,056 (1,174) (1,269) (2,903) (2,472) (663) (737) (1,641) (1,435) LI A BI LI TI ES C UR R ENT S hort-term loans and financ ing O thers LO NG-TER M LI A BI LI TI ES Loans and financ ing O thers TO TA L Total Liabilitie s - R $ Total Liabilitie s - US $ ( * ) proportional to the perc entage of partic ipation About 65% of the Parent Company’s revenue is derived from exports, and some of the domestic sales are indexed to the U.S. dollar, while the costs are in great part incurred in reais. On 03/25/99 the federal government issued Provisional Measure No. 1818 and on 03/26/99 the Comissão de Valores Mobiliários – CVM (Brazilian Securities Commission) issued Rule No. 294, both of which deal with the accounting treatment of adjustments to assets and liabilities in foreign currency. The referred rule, in Item VII, allows deferment, for amortization over a maximum of four years, of the negative net result from exchange rate variations in balances of obligations and credits occurring during the quarter ended 03/31/99. The amortization must be adjusted based on the future settlement of the obligations in foreign currency, which in practice will result in a reduction in the maximum period for deferment. 27 The results of this rule on CVRD were, in summary: CVRD had a net positive result from foreign exchange exposure, and thus there was no deferment. The Company’s subsidiaries and jointly controlled companies deferred R$ 474,000 (R$ 590,000 at 03/31/99), arising mainly from companies in the areas of aluminum, pulp and paper, and steel making, which had significant negative results from exchange rate variation. Amortization of R$ 474,000 will take place as follows: 1999 – R$ 116,000; 2000 – R$ 138,000; 2001 – R$ 125,000; and 2002 – R$ 95,000. 28 OTHER INFORMATION THE COMPANY DEEMS RELEVANT (1) CAPITAL SHAREHOLDING COMPOSITION - JUNE, 1999 Total Shares 388,559,056 Valepar 27% Litel Participações S.A. Investvale 6% 3% ADR 10% Golden Share (one share) 0% Foreign Investment Funds 13% BNDESPar, FPS, INSS 3% Pension Funds (BR) 6% Brazilian T reasury, BNDES 22% Public 10% Common Shares 249,983,143 Preferred Shares 138,575,913 GOLDEN SHARE Litel Foreign Investvale Participações S.A. Founds 4% 10% 2% 29% Pension Valepar S/A. BNDESPar 5% 42% (one share) 0% ADR Funds 11% Foreign Funds 3.3% Pension Funds 3% Public 3% Brazilian Treasury/ BNDES 31% Public 23% Brazilian Treasury/ BNDES 4% 29 (2) NET ACCUMULATED INCOME IN MILLIONS OF REAIS 1100 1 ,0 2 9 1000 900 777 800 700 756 609 600 523 455 500 400 323 252 248 300 200 80 100 0 1st Q . 2nd Q . 1997 (3) 3 rd Q . 1998 4 th Q . 1999 SHARE PERFORMANCE ON STOCK EXCHANGES The following table shows the high and low closing sale prices for the Preferred Class A Shares and Common Shares on the São Paulo Stock Exchange, and for the Preferred ADRs in the United States over-the-counter market. (1 ADR = 1 Preferred Class A Share) Preferred Class A Shares In Reais In US$ Common Shares ADRs High Low High Low High Low 28.00 23.80 18.00 19.50 18.10 23.00 16.80 13.00 26.50 21.98 13.00 14.00 19.00 21.98 12.70 10.00 24.68 20.64 23.65 16.18 17.25 20.64 12.00 11.37 33.50 39.30 13.80 25.00 20.80 28.00 9.80 18.19 17.50 23.25 10.86 14.00 1998 First Quarter Second Quarter Third Quarter Fourth Quarter 1999 First Quarter Second Quarter 30 (4) CAPITAL EXPENDITURES in thous ands of Reais EXECUTED ES TIMATED UP TO 0 6 /9 9 FO R 1 9 9 9 5 7 ,3 8 8 2 5 1 ,8 4 2 Rep lacemen t/Refu rb is h men t/Imp ro v emen t 31,958 132,070 Geo lo g ical Res earch 14,337 45,415 T ech n o lo g ical Res earch Dev elo p men t 1,582 17,114 En v iro n men t 4,537 35,334 ln fo rmatics 4,974 21,909 Equity Inves tments 8 2 ,5 3 2 4 1 9 ,7 2 9 Direct Inves tments 6 1 ,9 4 7 1 8 6 ,0 1 5 2 0 1 ,8 6 7 8 5 7 ,5 8 6 O ng oing Capital Expenditures Total Capital Expenditures (5) OPERATIONS FROM JANUARY TO JUNE 1999 (Million metric tons) 1998 VAR % PRODUCTION/PURCHASE IRON ORE PELLETS MANGANESE POTASH GOLD (thousand Kg) 46.3 7.2 0.5 0.3 7.4 52.4 7.6 0.6 0.3 9.2 (11.6) (5.3) (16.7) (19.6) RAILROAD OPERATIONS 71.6 74.8 (4.3) PORT OPERATIONS 58.8 55.5 5.9 (6) CHANGES IN PRICES The following table sets forth the prices for the products of the Company and its subsidiary and jointly controlled companies for the periods indicated: Asia Iron Ore (US$/ton) 1998 March June September December 15,34 15,78 15,78 15,78 Europe Iron Ore (US$/ton) Gold (US$/ounce) 17,75 17,75 17,75 17,75 301 296 294 288 31 Europe Pulp- CIF (US$/ton) 440 480 420 420 Aluminum (US$/ton) 1.438,02 1.307,59 1.342,66 1.249,41 (7) IRON ORE AND PELLET SALES (MAIN MARKETS) JAN to DEC (In Millions of metric tons) JAN to JUN JAN to JUN 1998 1998 1995 % 1996 % 1997 % % % 1999 % 1.9 2.7 1.1 2 3 1 2.3 3.3 1.4 2 3 1 2.4 2.4 2.0 2 2 2 2.3 3.1 2.2 2 3 2 1.2 1.7 1.6 2 3 3 0.6 1.1 0.9 1 3 2 5.7 6 7.0 6 6.8 6 7.6 7 4.5 8 2.6 6 10.5 3.4 4.3 2.5 1.9 3.3 10 3 4 2 2 3 9.6 2.1 4.4 2.3 1.8 3.7 9 2 4 2 2 4 10.8 2.8 5.8 2.3 3.9 4.7 11 3 6 2 4 5 9.4 3.0 6.1 2.4 3.6 5.7 9 3 6 2 4 6 4.8 1.4 3.3 1.4 2.0 2.7 9 3 6 3 4 5 3.9 1.1 2.6 0.8 2.2 2.3 9 2 6 2 5 5 25.9 24 23.9 23 30.3 31 30.2 30 15.6 30 12.9 29 17.5 7.7 1.8 2.3 8.4 17 7 2 2 8 18.2 7.9 2.0 1.7 7.5 18 8 2 2 7 18.8 7.4 2.2 1.9 7.4 18 7 2 2 7 17.3 7.1 1.6 0.9 6.8 17 7 2 1 7 9.0 4.2 0.7 0.5 3.4 17 8 1 1 7 7.9 4.2 0.8 0.7 3.9 18 9 2 1 9 37.7 36 37.3 37 37.7 36 33.7 34 17.8 34 17.5 39 2.0 2.6 2 2 1.8 2.2 2 2 2.1 3.1 2 3 1.2 3.2 1 3 0.6 1.5 1 3 0.6 1.5 1 3 4.6 4 4.0 4 5.2 5 4.4 4 2.1 4 2.1 4 73.9 70 72.2 70 80.0 78 75.9 75 40.0 76 35.1 78 15.6 16.3 15 15 15.4 15.6 15 15 13.8 8.1 14 8 15.0 8.6 15 10 7.5 4.8 14 10 6.0 3.8 13 9 31.9 30 31.0 30 21.9 22 23.6 25 12.3 24 9.8 22 105.8 100 103.2 100 101.9 100 99.5 100 52.3 100 44.9 100 FOREIGN MARKETS AMERICAS ARGENTINA UNITED STATES OTHERS EUROPE GERMANY FRANCE ITALY UNITED KINGDOM SPAIN OTHERS ASIA JAPAN KOREA TAIWAN PHILIPPINES OTHERS AFRICA/MID.EAST/OCEANIA BAHRAIN OTHERS FOREIGN MARKETS - TOTAL DOMESTIC MARKET STEEL MILLS AFFILIATED PELLETIZING COMPANIES DOMESTIC MARKET - TOTAL TOTAL EXPORTS BY SYSTEM (In Millions of metric tons) JAN to DEC NORTHERN SYSTEM SOUTHERN SYSTEM JAN to JUN JAN to JUN 1995 % 1996 % 1997 % 1998 % 1998 % 1999 % 42.1 31.8 57 43 38.6 33.6 53 47 40.8 39.2 51 49 34.1 41.8 45 55 21.3 18.7 53 47 19.8 15.3 56 44 73.9 100 72.2 100 80.0 100 75.9 100 40.0 100 35.1 100 32 (8) INVESTMENTS June/1999 Valepar Companies of the CVRD Group Shareholding Interest - Total Shares (%) Companhia Vale do Rio Doce 27.14 Public 72.86 Energy Ferrous Iron Ore, Pellets, Manganese and Alloys Urucum Mineração S.A. CVRD 100.00 Non Ferrous Precious Metals, Basic Metals, Industry Minerals and Docegeo Docegeo 99.998 0.002 CVRD Others Min. Urucum Ltda Urucum Min. SA 100.00 Minas da Serra Geral(**) CVRD 51.00 Kawasaki 24.50 Grupo Japonês 24.50 Hispanobrás(**) CVRD 50.89 Aceralia CS 49.11 CVRD Ilva Itabrasco(**) 50.90 49.10 Itabrasco Trading Itabrasco 100.00 Nibrasco(**) CVRD 51.00 Nippon Steel 25.39 Grupo Japonês 23.61 Kobrasco(**) CVRD 50.00 POSCO 50.00 Kobrasco International (*) Kobrasco 100.00 CVRD Docepar Others 24 Mining Companies 99.00 0.98 0.02 Pará Pigmentos(**) CVRD 36.00 CADAM 36.00 Mitsubishi 18.00 IFC 10.00 PPSA Overseas (*) Pará Pigmentos 100.00 Salobo Metais(**) CVRD 50.00 Minorco Brasil 50.00 Mineração Sossego Min. Andirá 50.00 Phelps Dodge 50.00 Brasil Kaolin Company Ltd. (*) Itabira Rio Doce 50.00 Cadam Overseas 50.00 NORPEL - Pelotização do Norte S.A CVRD 99.90 Min. Araguaia 0.10 CVRD Usiminas Vupsa(**) 50.00 50.00 Railroads and Ports TVV - Terminal de Vila Velha S.A. CVRD 99.99 Min.Tacumã 0.01 RDP Terminal (*) Rio Doce Limited 50.00 AFI Pasha 50.00 Ferrovia Centro Atlântica S.ª(**) Min.Tacumã 10.44 Judori 12.05 Railtex 12.05 CSN 11.91 Ralph Partners I 16.55 Others 37.00 SL Serviços Logisticos FCA 100.00 Others 0.00 Companhia Ferroviária do Nordeste Taquari 40.00 ABS 20.00 CSN 20.00 CVRD 20.00 Ferroban Ferropasa 38.43 CVRD 18.31 Capmelissa 6.80 Dasaiev(LAIF) 6.80 Previ 6.63 Funcef 6.63 Others 16.40 Cia de Desenvolvimento do Sudeste - CDSE Bechtel 25.00 BNDESPAR 24.00 Serrana 12.80 Unibanco 12.80 CVRD 12.80 CSN 12.70 Seas (*)(**) Itabira Rio Doce 100.00 Nova Era Silicon(**) CVRD 49.00 Mitsubishi 25.50 Kawasaki 22.50 Mizushima 3.00 Logistics Holdings Bauxite, Alumina and Aluminum Shipping CVRD Public Docepar 96.84 3.16 Docepar Docenave 100.00 Docenave Navedoce (*) 100.00 Navedoce Seamar (*) 100.00 Wilsea (*) Seamar 50.00 W. Wilhelmsen 50.00 Nippon Bulkcarriers (*) Docepar 50.00 Mitsui 25.00 Nissho Iwai 25.00 Aluvale CVRD 100.00 Aluvale NAAC Albras(**) 51.00 49.00 Aluvale Billiton Valesul(**) 54.51 45.49 Aluvale MRN NAAC CBA JAIC Alunorte(**) 65.82 17.62 8.75 5.05 2.75 Min. Rio do Norte(**) Aluvale 40.00 Billiton 14.80 Alcan 12.00 CBA 10.00 Alcoa 8.58 Reynolds 5.00 Norsk Hidro 5.00 Abalco 4.62 Min. Vera Cruz Aluvale 36.00 Paraibuna 42.88 Fina Emp. Part. 21.12 Fertilizers CVRD Fertifós Others Subsidiary Affiliated Others/Holding Fosfértil 10.96 51.47 37.56 Timber, Pulp & Paper Florestas Rio Doce CVRD 99.85 Others 0.15 Bahia Sul Celulose(**) CVRD 29.33 Floresta Rio Doce 2.69 Suzano 40.67 BNDESPar 21.38 Public 5.02 IFC (BIRD) 0.71 FINOR 0.19 CVRD Nissho Iwai CVRD JBP Celmar(**) 85.00 15.00 Cenibra(**) 51.48 48.52 Cenibra International Serviços e Comércio(*) Cenibra 100.00 Cenibra Trading (*) Cenibra Internat. 100.00 Portocel - Terminal Espec. de Barra do Riacho S.A Cenibra 49.00 Aracruz 51.00 Steel CVRD Acesita Kawasaki Others CST(**) 22.85 37.29 7.91 31.95 California Steel (*) Rio Doce Ltd. 50.00 Kawasaki 50.00 Usiminas CVRD 11.46 Nippon Usiminas 9.45 Previ 8.02 CIU 4.95 Others 66.12 CSN(**) Docepar 10.33 Grupo Bradesco 17.89 Vicunha 16.62 Previ 13.85 Clube Invest. CSN 7.90 Morgan (ADR) 8.37 CBS 6.86 Others 18.18 Açominas(**) Docepar 3.48 CEA 23.22 Cia. Mineira 9.44 Agrop. S.Bonfim 17.56 Natsteel 15.13 Gerdau Particip. 15.11 Others 16.06 Siderar (*) Itabira Rio Doce 4.85 Usiminas 5.32 Grupo Techint 52.98 ISA (empregados) 10.84 Others 26.01 Vale do Rio Doce Energia S.A. CVRD 90.00 Aluvale 10.00 Consórcio Igarapava Usina Hidrelétrica CVRD 38.15 Cia Mineira Metais 23.93 CSN 17.92 CEMIG 14.50 Min. Morro Velho 5.50 Consórcio Porto Estrela Usina Hidrelétrica CVRD 33.33 CEMIG 33.33 Coteminas 33.33 Consórcio Aimorés Usina Hidrelétrica CVRD 25.50 CEMIG 49.00 Coteminas 25.50 Subsidiaries Abroad CVRD Rio Doce International (*) 100.00 Rio Doce Asia (*) Rio Doce International 100.00 Rio Doce Europa Serviços e Comércio (*) CVRD 99.80 Seamar 0.10 Docenave 0.10 Rio Doce International Finance (*) Rio Doce Europa 100.00 Itabira International Serviços e Comércio (*) CVRD 98.98 Others 1.02 Itabira Rio Doce Company Ltd. (*) Itabira International 100.00 CSN Aceros S.A.(*) Itabira Rio Doce 62.50 CSN Panamá 37.50 Rio Doce America (*) Itabira Rio Doce 100.00 (*) Companies with head offices abroad (**) Holding linked to Shareholdres’ Agreement 33 Rio Doce Ltd. (*) Rio Doce América 100.00 BOARD OF DIRECTORS Benjamin Steinbruch Chairman Luiz Tarquínio Sardinha Ferro Vice-Chairman Carla Grasso Director of Human Resources, Administration and Informatics Pedro de Abreu Mariani Director of Legal Affairs Daniel Valente Dantas Otto de Souza Marques Jr Director of Control of the Corporate Center Edmilson Janny Martins Colombo Francisco Valadares Póvoa Executive Director of the Iron Ore Area and Acting Executive Director of Logistics Area Mozart Kraemer Litwinski Humberto Eudes Vieira Diniz Armando de Oliveira Santos Neto Director of Commercialization Jacks Rabinovich Juarez Saliba de Avelar Director of Iron Ore for the Southern System Maria Silvia Bastos Marques Thiers Manzano Barsotti Director of Iron Ore for the Northern System Paulo Eduardo Cabral Furtado Ricardo Antunes Carneiro Neto Director of Pelletization and Metallurgy Elias David Nigri Director of Logistics AUDIT COMMITTEE Aloísio da Costa Val Eliseu Martins Eraldo Soares Peçanha Executive Director of the Shareholdings Area and Acting Executive Director of the Non-Ferrous Area Luiz Paulo Marinho Nunes Antônio Carlos Varela Director of Pulp and Paper José Carlos Costa Garcia Romeu do Nascimento Teixeira José Francisco Martins Viveiros Director of Basic Metals and Industrial Minerals Hélcio Roberto Martins Guerra Director of Precious Metals CHIEF EXECUTIVE OFFICER Jorio Dauster Magalhães e Silva Executive Director of the Corporate Center and Investor Relations Gabriel Stoliar Eduardo de Carvalho Duarte Chief Accountant CRC-RJ 57439 CPF 276.808.947/87 Inês Corrêa de Souza Director of Finances 34