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United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 6-K

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

For the month of
March 2009

Aracruz Celulose S.A.

Aracruz Cellulose S.A.
(Translation of Registrant’s name into English)

Av. Brigadeiro Faria Lima, 2,277—4th floor
São Paulo, SP 01452-000, Brazil
(Address of principal executive office)

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

(Check One) Form 20-F þ  Form 40-F o

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

(Check One) Yes o  No þ

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))

(Check One) Yes o  No þ

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

(Check One) Yes o  No þ

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


Aracruz Celulose S.A.
and Subsidiaries

(Convenience Translation into English from the
Original Previously Issued in Portuguese)

Financial Statements for the Years
Ended December 31, 2008 and 2007
and Independent Auditors’ Report

Deloitte Touche Tohmatsu Auditores Independentes



  INDEPENDENT AUDITORS’ REPORT
  (Convenience Translation into English of original previously issued in Portuguese)
 
  To the Shareholders, Board Members and Directors of Aracruz Celulose S.A.
 
  Aracruz – ES
 
1.      We have audited the accompanying balance sheets (company and consolidated) of Aracruz Celulose S.A. (“Company”) as of December 31, 2008, and the related statements of operations, changes in shareholders’ equity (company), of cash flows and of value added for the year then ended, all expressed in Brazilian reais and prepared under the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements.
 
2.      Our audit was conducted in accordance with auditing standards in Brazil and comprised: (a) planning of the work, taking into consideration the significance of the balances, volume of transactions, and the accounting and internal control systems of the Company, (b) checking, on a test basis, the evidence and records that support the amounts and accounting information disclosed, and (c) evaluating the significant accounting practices and estimates adopted by management, as well as the presentation of the financial statements taken as a whole.
 
3.      For the reasons disclosed in note 2 (b) to the financial statements, the Company, with the concurrence of the Brazilian Securities and Exchange Commission (CVM), decided to postpone from December 31, 2008 to December 31, 2009 the adoption of procedures for the definition of its functional currency under Brazilian Generally Accepted Accounting Principles. The Company therefore prepared its financial statements and related disclosures in accordance with the functional currency practices in use through December 31, 2007, prior to the approval of Technical Pronouncement CPC 02 (Effects of the Changes of Exchange Rates and Conversion of Financial Statements) by CVM Ruling 534/08. This ruling made it obligatory for publicly quoted companies to adopt CPC 02 effective in the year ended December 30, 2008. The concurrence of the CVM with the postponement of the adoption of this accounting standard was granted to the Company without modifying, however, the stated standard or its effectiveness for 2008.
 
4.      On December 31, 2008, long-term liabilities of the company totaled R$5,287,523 thousands and consolidated long-term liabilities amounted to R$ 8,744,231 thousands, relating to the debt arising on transactions with derivative Financial Instruments, and to financing obtained in the normal course of business. As described in note 14 (c), (d) and (e): (i) a pre contract (which management believes to be binding, based upon the opinions of external attorneys) was entered into with the creditors of the liability arising from transactions with derivatives, to which each of the creditors adhered individually, and which establishes the basic conditions under which management expects to conclude the negotiation of this debt and (ii) the Company has received proposals to adapt or exempt from compliance of the financial covenants with which the Company is not in compliance as of December 31, 2008, in respect of the financing obtained in the normal course of operations.
 
  Through the date of this opinion there are no final contracts signed between the parties which ratify these terms and conditions.
 

Aracruz Celulose S.A. 2

5.      In our opinion, except for the effects of the matter mentioned in paragraph 3 and except for the potential effects, if any, of the matter mentioned in paragraph 4, the financial statements referred to in paragraph 1 above represent adequately, in all material respects, the financial position of Aracruz Celulose S.A. (company and consolidated) as of December 31, 2008, the results of its operations, the changes in shareholders’ equity (company), the statements of cash flows and of value added for the year then ended in conformity with Brazilian accounting practices.
 
6.      The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 (a) to the financial statements, as a result of the losses generated in 2008 on transactions with derivative Financial Instruments, there was a substantial increase in the liabilities of the Company as of December 31 2008. Additionally, as described in paragraph 4 above and in note 14 (c) and (d), discussions are being held with creditors to renegotiate the terms and conditions for payment of debt. Management plans on this matter, as well as the plans to support the additional financial burden resulting from the debt arising from Financial Instruments transactions are also described in note 2 (a). The ability of the Company to continue as a going concern depends on the successful execution of these plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
7.      We have previously audited the financial statements (company and consolidated) for the year ended December 31, 2007, presented for comparison purposes, covering the balance sheet, the statements of operations, of changes in shareholders’ equity (company), of cash flows and of value added, on which we have issued an unqualified opinion, dated January 10, 2008. As mentioned in note 2 (b), Brazilian accounting practices were altered as from January 1, 2008. The financial statements relating to the year ended December 31, 2007, presented in conjunction with those of 2008, were prepared in accordance with Brazilian accounting practices applicable through December 31, 2007 and, as permitted by Technical Pronouncement CPC 13 (Initial Adoption of Law 11,638/07 and of Provisional Measure No. 449/08), are not being represented with the adjustments for purposes of comparison between years.
 
8.      The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.
 
  Rio de Janeiro, March 26, 2009
 
  Original signed by:
 
          DELOITTE TOUCHE TOHMATSU   José Carlos Monteiro
          Auditores Independentes   Engagement Partner


(Convenience Translation into English from the Original Previously Issued in Portuguese)                        
Aracruz Celulose S.A. and Subsidiaries                                    
Balance Sheets as of December 31, 2008 and 2007                                    
(In thousands of Brazilian reais – R$)                        
        Company       Consolidated             Company     Consolidated  
Assets   2008   2007   2008   2007   Liabilities and shareholders’ equity   2008     2007     2008     2007  
Current assets                   Current liabilities                        
 Cash and cash equivalents   2,028   2,045   20,126   21,553    Trade accounts payable   171,182     143,792     313,102     214,035  
 Cash investments           120,797   73,602    Loans and financing   459,004     166,608     947,765     291,513  
 Derivatives               6,053    Derivatives   76,525           87,672        
 Short-term investments   827,885   713,582   862,030   779,266    Advances from subsidiary   21,093     44,701              
 Trade accounts receivable   650,769   205,928   654,433   604,835    Dividends/interest on capital   2,220     280,586     2,220     280,586  
 Inventories   272,815   196,330   677,859   485,034    Income tax and social contribution   80,433     28,928     94,560     37,791  
 Tax credits   264,490   239,343   370,431   289,312    Other   64,838     73,283     80,261     88,332  
 Advances to suppliers   1,723   4,052   2,422   4,973                            
 Other receivables   56,762   44,719   78,828   57,112       875,295     737,898     1,525,580     912,257  
 Other   15,752   21,232   34,520   36,332                            
                    Noncurrent liabilities                        
    2,092,224   1,427,231   2,821,446   2,358,072    Loans and financing   5,287,523     2,230,553     8,744,231     2,804,750  
                     Derivatives   54,842           54,842        
Noncurrent assets                    Advances from subsidiary   2,613,269     1,333,845              
 Long-term assets                    Deferred income tax and                        
 Long-term investments   6,315   6,112   6,315   6,112        social contribution         301,597           273,274  
 Derivatives       52,605       52,605    Reserve for contingencies and                        
 Accounts receivable   37,329   43,699   53,258   68,839        legal obligations under litigation   442,799     485,326     458,545     502,099  
 Advances to suppliers   264,645   242,603   292,979   265,214    Other   112,642     79,026     113,079     79,542  
 Subsidiaries   354   423                                    
                        8,511,075     4,430,347     9,370,697     3,659,665  
Deferred income tax and social contribution   309,952       842,847                                
 Tax credits   35,227   114,424   88,587   162,143                            
 Escrow deposits   12,218   11,896   21,147   17,764   Minority interest               9,088     3,850  
 Other           2,144                                
    666,040   471,762   1,307,277   572,677                            
                    Shareholders’ equity                        
Permanent Assets                    Capital   2,871,781     2,871,781     2,871,781     2,871,781  
 Investments   1,657,144   3,368,347   19,605   21,563    Capital reserve         162,209           162,209  
 Property, plant and equipment   5,862,272   5,134,178   7,663,244   6,768,949    Earnings reserves         2,378,239           2,378,239  
 Deferred charges       1,105       46,666    Accumulated losses   (1,915,197 )         (1,900,300 )   (42,223 )
 Intangible assets   56,288   168,865   56,288   168,865    Treasury shares   (8,986 )   (8,986 )   (8,986 )   (8,986 )
    7,575,704   8,672,495   7,739,137   7,006,043       947,598     5,403,243     962,495     5,361,020  
Total assets   10,333,968   10,571,488   11,867,860   9,936,792   Total liabilities and shareholders’ equity   10,333,968     10,571,488     11,867,860     9,936,792  
The accompanying notes are an integral part of these financial statements.                            

2


(Convenience Translation into English from the Original Previously Issued in Portuguese)

Aracruz Celulose S.A. and Subsidiaries

Statements of Operations
for the Years Ended December 31, 2008 and 2007
(In thousands of Brazilian reais – R$, except per share data)

          Company           Consolidated  
    2008     2007     2008     2007  
Gross sales                        
   Foreign market   2,386,210     2,277,461     3,857,730     4,082,376  
   Domestic market   227,227     234,375     276,900     269,799  
    2,613,437     2,511,836     4,134,630     4,352,175  
Taxes and other sales deductions   (41,389 )   (44,884 )   (437,700 )   (505,262 )
Net sales   2,572,048     2,466,952     3,696,930     3,846,913  
Cost of sales   (1,930,951 )   (1,831,176 )   (2,545,012 )   (2,470,791 )
Gross profit   641,097     635,776     1,151,918     1,376,122  
Operating expenses (income)                        
Selling   56,912     66,059     177,663     169,906  
Administrative   106,275     101,915     138,485     128,229  
Financial (Note 24)                        
   Expenses   1,942,171     25,305     1,641,709     185,553  
   Income   (208,003 )   (78,574 )   (412,682 )   (16,084 )
   (Gains) losses on derivative transactions   1,586,653     (199,387 )   4,695,569     (199,387 )
Equity in subsidiaries   1,902,472     (268,160 )   1,958     1,322  
Other expenses (income), net (Note 25)   234,667     41,336     262,234     75,524  
    5,621,147     (311,506 )   6,504,936     345,063  
Income (loss) from operations   (4,980,050 )   947,282     (5,353,018 )   1,031,059  
Income (loss) before income tax and social                        
                         
contribution, minority interest and reversal of  interest on capital   (4,980,050 )   947,282     (5,353,018 )   1,031,059  
Income tax and social contribution   554,475     (225,565 )   988,096     (285,804 )
                         
Income (loss) before minority interest and reversal of interest on capital   (4,425,575 )   721,717     (4,364,922 )   745,255  
Minority interest               (3,533 )   (1,951 )
Income (loss) before reversal of interest on capital   (4,425,575 )   721,717     (4,368,455 )   743,304  
Reversal of interest on capital   155,000     298,900     155,000     298,900  
Net income (loss) for the year   (4,270,575 )   1,020,617     (4,213,455 )   1,042,204  
Earnings (loss) per thousand shares – R$   (4,143.82 )   990.33              

The accompanying notes are an integral part of these financial statements. 

3


(Convenience Translation into English from the Original Previously Issued in Portuguese)                          
Aracruz Celulose S.A. and Subsidiaries
  
                                       
Statements of Changes in Shareholders' Equity (Company)                                    
(In thousands of Brazilian reais – R$)                          
   
  
        Capital reserve     Earnings reserves                    
    Capital   Tax incentives     Legal     Investment     Retained earnings
(accumulated
losses)
    Treasury
shares
      Total  
As of December 31, 2006   1,854,507   162,209     338,454     2,533,327           (8,986 )   4,879,511  
Net income                         1,020,617           1,020,617  
Recognition of reserves             51,031     470,686     (521,717 )            
Capitalization of reserves   1,017,274               (1,017,274 )                  
Reversal of dividends                   2,015                 2,015  
Proposed dividends and interest on capital –                                        
   proposed and prepaid (Note 17(b))                         (498,900 )         (498,900 )
As of December 31, 2007   2,871,781   162,209     389,485     1,988,754           (8,986 )   5,403,243  
Prior year adjustment – change in Criteria in                                        
   conformity with Provisional Measure 449/08                         (30,070 )         (30,070 )
Loss for the year                         (4,270,575 )         (4,270,575 )
Use of reserves to absorb losses       (162,209 )   (389,485 )   (1,988,754 )   2,540,448              
Interest on shareholders’ equity                                        
   (Note 17 (b))                         (155,000 )         (155,000 )
As of December 31, 2008   2,871,781                     (1,915,197 )   (8,986 )   947,598  

The accompanying notes are an integral part of these financial statements.

4


(Convenience Translation into English from the Original Previously Issued in Portuguese)

Aracruz Celulose S.A. and Subsidiaries
  
                       
Statements of Cash Flows                        
for the Years Ended December 31, 2008 and 2007                    
(In thousands of Brazilian reais – R$)                
 
 
          Company     Consolidated  
    2008     2007     2008     2007  
Cash flows from operating activities                        
Net income (loss) for the year   (4,270,575 )   1,020,617     (4,213,455 )   1,042,204  
 Adjustments to reconcile net income (loss) to net cash provided by operating activities                        
   Depreciation, amortization, and depletion   596,779     555,613     696,569     661,758  
   Equity in subsidiaries   1,902,472     (268,160 )   1,958     1,322  
 (Gains) losses on derivative transactions   1,756,305     (52,605 )   4,727,457     (58,658 )
     Deferred income tax and social contribution   (611,549 )   196,303     (1,051,512 )   203,644  
   Inflation adjustment and exchange rate changes   1,396,181     (525,510 )   917,513     (288,715 )
   Reserve for contingencies, net   34,258     121,635     33,635     133,195  
     Allowance for (reversal of) losses on tax credits   135,804     (104,925 )   141,640     (84,425 )
     Net book value of permanent assets written off   (19,804 )   5,001     3,866     9,045  
Decrease (increase) in assets                        
     Short-term investments – earned income   (74,442 )   (35,649 )   (66,997 )   (17,510 )
     Accounts receivable   (371,573 )   (219,061 )   73,014     (183,521 )
     Inventories   (76,485 )   16,800     (188,150 )   13,059  
     Tax credits   (81,754 )   9,845     (118,930 )   9,148  
     Other   6,610     11,708     (1,430 )   (2,174 )
Increase (decrease) in liabilities                        
   Trade accounts payable   63,417     4,474     122,454     11,945  
     Advance from subsidiaries (includes interest)   675,151     881,469              
   Interest on loans and financing   46,447     (9,690 )   62,664     (22,906 )
     Income tax and social contribution   51,505     (28,770 )   58,614     (25,838 )
   Reserve for contingencies   (77,051 )   (80,321 )   (77,563 )   (81,752 )
   Other   (13,990 )   21,756     (6,395 )   22,808  
Net cash provided by operating activities   1,067,706     1,520,530     1,114,952     1,342,629  

The accompanying notes are an integral part of these financial statements.

5


(Convenience Translation into English from the Original Previously Issued in Portuguese)

Aracruz Celulose S.A. and Subsidiaries
  
                   
Statements of Cash Flows                        
for the Years Ended December 31, 2008 and 2007                    
(In thousands of Brazilian reais – R$)                
 
 
          Company           Consolidated  
    2008     2007     2008     2007  
Cash flows from investing activities                        
Short- and long-term investments                        
       Additions   (234,208 )   (196,329 )   (371,357 )   (208,714 )
       Redemptions   194,144     233,361     360,323     581,594  
   Permanent assets:                        
       Investments   (132,434 )   (255,410 )            
       Property, plant and equipment   (1,218,255 )   (1,040,042 )   (1,426,640 )   (1,194,223 )
       Acquisition of subsidiary less cash in the acquisitions   (73,215 )         (73,215 )      
     Proceeds from sale of permanent assets   10,900     1,020     16,003     2,936  
Net cash used in investing activities                        
    (1,453,068 )   (1,257,400 )   (1,494,886 )   (818,407 )
Cash flows from financing activities                        
   Loans and financing                        
       Additions   2,002,303     2,412,247     2,003,553     2,418,347  
       Payments   (1,183,654 )   (2,214,452 )   (1,189,984 )   (2,476,212 )
       Dividends/interest on capital   (433,366 )   (461,432 )   (433,366 )   (461,432 )
Net cash provided by financing activities   385,283     (263,637 )   380,203     (519,297 )
Effects of exchange rate changes on cash and cash equivalents   62     816     45,499     (13,679 )
Increase (decrease) in cash and cash equivalents, net   (17 )   309     45,768     (8,754 )
Cash and cash equivalents at beginning of the year      2,045     1,736     95,155     103,909  
Cash and cash equivalents at end of the year    2,028      2,045      140,923      95,155  
                   

The accompanying notes are an integral part of these financial statements.  

6


(Convenience Translation into English from the Original Previously Issued in Portuguese)

Aracruz Celulose S.A. and Subsidiaries
 
                       
Statements of Value Added                        
for the Years Ended December 31, 2008 and 2007                        
(In thousands of Brazilian reais – R$)                
  
 
                Company  
    2008     %     2007     %  
Revenues                        
   Sale of products and services   2,613,197           2,511,544        
   Other revenues   61,372           41,663        
Inputs purchased from third parties                        
   Cost of sales and services   (1,244,388 )         (1,208,493 )      
   Materials, electric power, outside services and other   (323,294 )         (218,518 )      
Gross value added   1,106,887           1,126,196        
Retentions                        
   Depreciation, amortization, and depletion   (596,779 )         (555,613 )      
Wealth created   510,108           570,583        
Wealth received in transfer                        
Financial income – includes gains (losses) on derivatives and inflation and foreign exchange gains (losses)   (1,378,650 )         277,960        
   Equity in subsidiaries   (1,902,472 )         268,160        
    (3,281,122 )         546,120        
Wealth for distribution (loss)   (2,771,014 )   100     1,116,703     100  
Distribution of wealth (loss)                        
Employees                        
   Salaries and wages   157,057     6     154,246     14  
   Benefits   70,585     3     80,157     7  
   Severance pay fund (FGTS)   11,229           9,935     1  
Taxes and contributions                        
   Federal   (601,792 )   (22 )   297,744     27  
   State   51,348     2     (175,529 )   (16 )
   Municipal   5,076           3,764        
Support, sponsors and donations   19,492     1     12,204     1  
    (525,876 )   (19 )   138,183     12  
Third parties                        
   Interest   282,623     10     222,708     20  
   Other financial expenses   1,503,943     54     (509,143 )   (46 )
Shareholders (dividends and interest on capital)   155,000     6     498,900     45  
Retained earnings (accumulated losses) for the year   (4,425,575 )   (160 )   521,717     47  
Total wealth (loss) distributed and retained   (2,771,014 )   (100 )   1,116,703     100  

The accompanying notes are an integral part of these financial statements.

7


(Convenience Translation into English from the Original Previously Issued in Portuguese)

Aracruz Celulose S.A. and Subsidiaries

Statements of Value Added
for the Years Ended December 31, 2008 and 2007
(In thousands of Brazilian reais – R$)

                Consolidated  
    2008     %     2007     %  
Revenues                        
   Sale of products and services   3,743,853           3,895,731        
   Other revenues   73,137           70,407        
Inputs purchased from third parties                        
   Cost of sales and services   (1,597,106 )         (1,588,441 )      
   Materials, electric power, outside services and other   (613,278 )         (494,300 )      
Gross value added   1,606,606           1,883,397        
Retentions                        
   Depreciation, amortization, and depletion   (696,569 )         (661,758 )      
Wealth created   910,037           1,221,639        
Wealth received in transfer                        
   Financial income – includes gains (losses) on derivatives and inflation and foreign exchange gains (losses)    (4,282,887 )         215,471        
Equity in subsidiaries   (1,958 )         (1,322 )      
Wealth for distribution (loss)   (3,374,808 )   100     1,435,788     100  
Distribution of wealth (loss)                        
Employees                        
   Salaries and wages   202,091     6     190,428     13  
   Benefits   89,952     3     98,048     7  
   Severance pay fund (FGTS)   13,892           12,364     1  
Taxes and contributions                        
   Federal   (1,035,529 )   (31 )   374,434     26  
   State   52,934     2     (172,991 )   (12 )
   Municipal   9,270           6,845        
Support, sponsors and donations   21,013     1     13,850     1  
    (952,312 )   (28 )   222,138     15  
Lenders                        
   Interest   262,975     8     226,158     16  
   Other financial expenses   1,222,049     36     (355,552 )   (25 )
Shareholders (dividends and interest on capital)   155,000     5     498,900     35  
Retained earnings (accumulated losses) for the year   (4,368,455 )   (130 )   543,304     38  
Total wealth (loss) distributed and retained   (3,374,808 )   (100 )   1,435,788     100  
The accompanying notes are an integral part of these financial statements.              

8


(Convenience Translation into English from the Original Previously Issued in Portuguese)

Aracruz Celulose S.A. and Subsidiaries

Notes to the Financial Statements
for the Years Ended December 31, 2008 and 2007
(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

CONTENTS OF NOTES TO THE FINANCIAL STATEMENTS

We present the Notes to the Financial Statements, which are integral part of the Financial Statements of Aracruz Celulose S.A. (Company and consolidated), distributed as follows:

1.      Operations
2.      Presentation of financial statements
3.      Summary of significant accounting practices
4.      Consolidation principles and practices
5.      Cash and cash equivalents and short-term investments
6.      Trade accounts receivable
7.      Inventories
8.      Related parties
9.      Tax credits and provision for income tax and social contribution
10.      Advances to suppliers - Forestry Program
11.      Investments
12.      Intangible assets
13.      Property, plant, and equipment
14.      Loans and financing
15.      Risk management and financial instruments
16.      Reserve for contingencies and legal obligations under litigation
17.      Shareholders’ equity
18.      Pension plan - ARUS
19.      Insurance
20.      Tax incentive – ADENE
21.      Reconciliation of Company and consolidated shareholders’ equity and net income (loss)
22.      Commitments
23.      Sales by geographic area
24.      Financial income (expenses)
25.      Other operating expenses (income)
26.      Compensation of key management personnel
27.      Supplemental information
28.      Subsequent event
29.      Authorization to conclude the financial statements
 

9


(Convenience Translation into English from the Original Previously Issued in Portuguese)

Aracruz Celulose S.A. and Subsidiaries

Notes to the Financial Statements
for the Years Ended December 31, 2008 and 2007
(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

1      Operations
 
  Aracruz Celulose S.A. ("Aracruz", "Company" or "Parent Company") - based in Aracruz, in the State of Espírito Santo (ES), with plants located in the States of ES, Bahia (BA) and Rio Grande do Sul (RS) - was founded in 1967 and is engaged in the production and sale of bleached short-fiber eucalyptus pulp. The pulp is produced from reforested timber tracts, mainly from the Company’s own forests, with annual installed production capacity of 3,210 thousand tons. Of this total, 2,330 thousand tons are turned out from the mill in Barra do Riacho (ES), 430 thousand tons from the mill in Guaíba (RS), and 450 thousand tons relating to its 50% stake in Veracel Celulose S.A. (“Veracel”), which runs the mill located in Eunápolis (BA), with total installed production capacity of 1,100 thousand tons per year.
 
  The Company’s operations are integrated with those of its subsidiaries, jointly-owned subsidiary and associated company, which operate in the following areas: (i) pulp production (Veracel) (ii) forestation and reforestation of eucalyptus trees (Aracruz Riograndense Ltda. and Mucuri Agroflorestal S.A., the latter under a loan for use agreement), (iii) port services (Portocel - Terminal Especializado de Barra do Riacho S.A.), (iv) distribution of products in the international market [Aracruz Trading S.A., Aracruz Celulose (USA), Inc., Aracruz Trading International Commercial and Servicing Limited Liability Company (Aracruz Trading International Ltd.) and Riocell Limited] and Ara Pulp - Comércio de Importação e Exportação, Unipessoal Ltda. (Ara Pulp)], and (v) manufacture of solid wood products (Aracruz Produtos de Madeira S.A.).
 
  Due to the increase in port services rendered to third parties and the jointly-owned subsidiary Veracel, a need arose to carry out work to expand, revamp, and enhance the Barra do Riacho Private Terminal, concluded in January 2009.
 
  Faced by the systemic crisis in the global financial market and consequent slowing of the primary world economies, together with the impact of debt taken on as a result of transactions with derivative financial instruments, the Company decided to review its schedule for implementation of development projects.
 
  The Guaíba II Project already approved by the Board of Directors and controlling the necessary licenses to start operations has been delayed and investments foreseen will only be reinitiated after the first quarter of 2011, depending on the new Company´s strategic plan (Note 2), market conditions, and the financial situation. The steps to suspend construction activities for the factory have already been taken and it is estimated that the project will be completely halted in March 2009.
 
  The Company is presently negotiating with suppliers the consolidation of amounts owed, interruption of disbursements, and definition of strategies for storing and preserving items being manufactured.
 
  By the end of 2008, the accumulated investment in the project reached approximately US$917 million, including land acquisition that reached approximately 75% of the total area needed for the project.
 

10


Aracruz Celulose S.A. and Subsidiaries

Notes to the Financial Statements
for the Years Ended December 31, 2008 and 2007
(In thousands of Brazilian reais – R$)

  On July 1, 2008, the Company acquired Boise Cascade do Brasil Ltda., currently Aracruz Riograndense Ltda., for the amount of US$47 million, equivalent to R$74,952. The company, for which manufacturing activities had been discontinued, own assets that include forested areas (10.2 thousand hectares planted with eucalyptus, including 6.3 thousand hectares owned by third parties), buildings, equipment, and industrial plant.
 
  The acquisition aimed to meet the demand for expansion of the Company’s forest reserves related to the Guaíba Unit expansion project, and the funds are part of investments in forests approved by the Board of Directors.
 
2      Financial statements presentation
 
  (a)      Current Company Context
 
    Between May and September 2008, the Company entered into derivative transactions with several banks, seeking to protect its cash flow arising from export revenues. As a result of the world financial crisis, originated from the so called subprime crisis, which deteriorated abruptly in September 2008 with the consequent reversal of the outlook for exchange rates, the Company booked losses on the settlement of such transactions.
 
    This reversal of expectations, with the consequent devaluation of the real, resulted in (i) major losses to the Company, (ii) noncompliance with covenants on loan and finance contracts, and (iii) a need for the Company to seek a definitive agreement with the financial institutions, which were counterparties in the derivative transactions, in order to define the terms and conditions for payment of the debt resulting from these transactions.
 
    As reported in the Material Information Release published on November 3, 2008, the Company reached an agreement with the banks which were counterparties in several derivative transactions, in order to eliminate and 97% of the risk exposure, resulting in a total loss of approximately $2.13 billion (“fair value”).
 
    Soon after this Release was issued, the Company started negotiations with the group of banks on the terms and conditions for restructuring the amounts due as a result of these transactions, reaching an agreement with them on January 19, 2009. The balance of the principal of the debt resulting from this these transactions, was R$4,728,533 as of December 31, 2008.
 
    A binding pre-contract was signed with the banks and formalization of the terms and conditions expressed in this agreement is in the process of conclusion. Management is confident that the final agreement, once formalized, will reflect the terms and conditions described in note 14.
 

As also disclosed in note 14 (c), the Company is negotiating with the remaining bank creditors the terms of the current covenants on financial contracts which were not in compliance as a result of the effects of the losses with derivatives. Management believes that negotiation of these clauses will be concluded with the creditors at the same time that the contractual formalization of the negotiations on the derivative is concluded.

11


Aracruz Celulose S.A. and Subsidiaries

Notes to the Financial Statements
for the Years Ended December 31, 2008 and 2007
(In thousands of Brazilian reais – R$)

As a result of the advanced stage of these negotiations, management is confident about its conclusion that the terms and conditions and the binding pre contract will not be altered and is confident to maintain the accounting classification of the related amounts in line with the terms of the stated pre-contracts.

On January 20, 2009, the Votarantim Group, through Votarantim Cellulose e Papel (VCP), informed that it had concluded negotiations with members of the Lorentzen, Moreira Salles and Almeida Braga families (“Arapar Group”) to acquire approximately 28% of the voting capital of Aracruz Celulose for the amount of R$2.71 billion. Subsequently, the Safra Group exercised its right to tag along. Consequently, VCP will hold 84 percent of the voting capital of Aracruz. As a result, there will be a corporate restructuring of the companies.

Operational continuity

The Company’s plans and current projections were revised by management with the objective of optimizing the Company’s performance of the standalone entity, without nevertheless conflicting with a potential alignment of its operations with those of the VCP.

The debt resulting from losses on Financial Instruments has imposed an additional debt burden on Aracruz, requiring special attention by management to cash flows.

Measures being taken include cost reduction efforts, deceleration of investments in growth projects and new initiatives to maximize cash generation, allied to Company cash generation. Management believes that these measures should be sufficient to provide the cash flow capable of serving the new debt levels as well as meeting other obligations of Aracruz.

In order to maintain the continuity of its operations as well as its competitiveness in the industry, Aracruz is adopting several measures to overcome the challenges imposed by the current crisis. These are measures which seek to maximize its cash flow, maintain adequate liquidity and to guarantee its sustainability in the long run.

To this end, Aracruz is making significant efforts to reduce immediately its costs, expenses and current investments so as to restrict its cash outflows.

12


Aracruz Celulose S.A. and Subsidiaries

Notes to the Financial Statements
for the Years Ended December 31, 2008 and 2007
(In thousands of Brazilian reais – R$)

Operating plans and measures

These efforts specifically related to costs and expenses include:

Investment plans

Emergency measures with regards to recurring investment include:

Together with the short-term efforts, the management of Aracruz has also revised its long term investment plans, postponing or cancelling its growth projects, adapting them to the new market reality and to its financing capacity through generation of cash or raising of funding.

These efforts include:

There has also been significant effort in the optimization of cash generation, principally from the monetization of assets, reduction of stock and of working capital, to compensate the fall in prices and reduction in demand. Among several initiatives, the following are worthy of note:

Conclusion

The financial projections and those of the Cellulose market carried out by the tactical areas of the Company and supported by specialist industry consultants indicate that in the short to medium term, there should be a recovery of the balance between demand and supply of cellulose. Management believes that this should restore prices to reasonable levels and therefore cash generation can prosper with the level of total Aracruz debt.

13


Aracruz Celulose S.A. and Subsidiaries

Notes to the Financial Statements
for the Years Ended December 31, 2008 and 2007
(In thousands of Brazilian reais – R$)

  In parallel, it is also of general consensus amounts among economists that the financial markets in this period will have returned to normality, and credit lines will be established, making refinancing alternatives available in the net more comfortable conditions than those currently being offered in the market.
 
  With the measures and facts mentioned above, and with the improvement in the medium term scenarios, Aracruz’s management believes that it is fully capable of meeting its obligations in the short and long terms, keeping the Company competitive and comfortably surpassing the turbulent scenario in which the world economy currently finds itself.
 
(b)      Basis of Presentation
 
  The financial statements were prepared and are presented in conformity with Brazilian generally accepted accounting practices. This covers Brazilian corporate Taxation, technical pronouncements, guidance and interpretations issued by the Accounting Pronouncements Committee (CPC), and by the standards and resolutions issued by the CVM and by the Institute of Independent Auditors of Brazil (IBRACON].
 
  On December 28, 2007, Law 11638/07 was published, modifying and introducing new changes to Law 6404/76 (Brazilian Corporate Law). The said new law establishes several alterations to accounting matters and with regards to the preparation of financial statements, seeking to align with the International Accounting Standards (IFRS) applying these changes to Corporations and to large sized entities and requiring the CVM to issue Accounting Standards and Rulings for publicly quoted companies. On December 3, 2008, Provisional Measure 449 instituted the Transitional Tax Regime (RTT) which is used to calculate taxable income and deals with the tax adjustments resulting from the new accounting standards and procedures introduced by Law 11.638/07, as well as introducing certain modifications to Law 6404/76.
 
  As part of the process of harmonization of Brazilian GAAP to International Accounting Standards (IFRS) and the edition of accounting practices altered as a result of Law 11638/07 and provisional measure 449/08, the Accounting Standards and Technical Guidance with adoption required for December 31, 2008. The following are the principal technical pronouncements in effect with potential application to the financial statements and to the notes to the financial statements of the Company.
 
 
  • CPC 01- Impairment of Assets (CVM Resolution 527/07 and CFC Resolution 1110/07)
     
        The objective of CPC 01 is to define procedures to ensure that assets are recorded at amounts that can be recovered through use or sale. Whenever there are clear indications that assets are impaired, the Company should immediately recognize this impairment through an allowance for losses. CPC 01 also defines when a company should reverse said losses and the required disclosures.
     
        The Company measured the recoverable value of its assets to determine if it was lower than their carrying amount and concluded that no adjustments were required (Note 12).
     

    14


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    15


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    16


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    17


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

  • CPC Pronouncement 10 – Share-Based Payments (CVM Resolution 562/08 and CFC Resolution 1149/09):
     
      The objective of CPC 10 is to establish procedures for recognition and disclosure, in the financial statements, of shared-based payment transactions entered into by an entity. It specifically requires that the effects of transactions with share-based payments be reflected in an entity’s income and expenses and balance sheet, including expenses on transactions in which stock options are granted to employees.
     
      The Company awards variable remuneration to the group of managers and directors, based on shares (Note 26).
     
  • CPC Pronouncement 12 – Discount to Present Value (CVM Resolution 564/08 and CFC Resolution 1151/09):
     
      The objective of CPC 12 is to establish basic requirements to be observed when calculating adjustment to present value of components of assets and liabilities when preparing the financial statements.
     
      The Company concluded that this was not applicable since its long-term assets are not subject to adjustments and short-term effects are immaterial.
     
  • CPC Pronouncement 13 – First-Time Adoption of Law 11638/07 and Provisional Act 449/08:
     
      The objective of CPC 13 is ensure that the first financial statements prepared in accordance with the new Brazilian accounting practices, as well as the interim financial statements that relate to part of the period covered by these financial statements contain information that:
     
      (a)      Provide an adequate starting point for accounting in accordance with new Brazilian accounting practices;
     
      (b)      are transparent for users; and
     
      (c)      can be generated at a cost that does not exceed benefits for users.
     
      The Company opted not to make any adjustments for purposes of comparison between years due to the immateriality of amounts involved (Note 3).
     
  • CPC Pronouncement 14 – Financial Instruments: Recognition, Measurement, and Disclosure (CVM Resolution 566/08 and CFC Resolution 1153/09):
     
      The objective of CPC 14 is to establish principles for the recognition and measurement of financial assets and liabilities and some contracts for purchase and sale of nonfinancial items and for disclosure of derivatives.
     
      The Company concluded that there are no adjustments to be made because it already follows the concept of valuing assets at fair value (Note 15).
     

    18


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

     
  • Provisional Measure Nr. 449/08
     
        The Company did not recognize any effect in Company as a result of the first-time adoption of Law 11638/07. Instruction 449/08 was applied for deferred charges in its jointly-controlled subsidiary Veracel. The subsidiary reclassified the amount of R$30,070 from deferred charges, net of taxes, to shareholders' equity and R$15,491 to tax credits.
     
    3      Summary of significant accounting practices
     
      Significant accounting practices adopted in the preparation of the financial statements are as follows:
     
      3.1) Cash and cash equivalents
     
      Represent cash, banks and short-term investments with immediate liquidity (original maturity of 90 days or less) and low risk of change in fair value, stated at cost plus income earned through the balance sheet date, which does not exceed their fair or realizable values.
     
      3.2) Securities (short-term investments)
     
      Securities in investment funds are recognized at the value of shares disclosed by the fund managers and are classified at fair value through profit and loss.
     
      3.3) Financial Instruments - Derivatives
     
      Derivatives are initially recognized at their fair values as of the date a contract is signed and are subsequently remeasured to their fair values as of the date of each balance sheet. The resulting gain or loss is immediately recognized in income or expense.
     
      The fair value of derivatives is classified as a noncurrent asset or liability if the time remaining to maturity for the respective contract is longer than 12 months and as a current asset or liability if the time remaining to maturity for the contract is less than 12 months.
     
      3.4) Trade accounts receivable and allowance for doubtful accounts
     
      These balances are stated in the balance sheet at their present value less an allowance for doubtful accounts that is recorded based on an analysis of risks on collection of receivables, in an amount considered sufficient by Management to cover possible losses. Due to the fact that accounts receivable are normally settled within 50 days, carrying amounts substantially represent fair value as of the balance sheet dates.
     

    19


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    3.5) Inventories

    Inventories are stated at the lower of average cost of acquisition or production and net realizable or replacement value. Cost is primarily determined using the average cost method and is adjusted for slow-moving and obsolete inventories when appropriate. Advances to suppliers are stated at the accumulated cost of each advance.

    3.6) Escrow deposits

    Recognized in noncurrent assets and, for presentation purposes, reclassified to liabilities as a reduction of the “reserve for contingencies” account, as applicable, as set forth in CVM Resolution 489/05.

    3.7) Investments

    Represented by investments in subsidiaries, jointly-owned subsidiary and associated company, accounted for under the equity method and using accounting information in accordance with the accounting practices used by the Parent Company (Note 11).

    At the time of the translation of financial statements of foreign subsidiaries for purposes of determining equity in subsidiaries at the Parent Company, exchange gains or losses are recorded under “equity in subsidiaries”.

    3.8) Property, plant, and equipment

    Costs for forest upkeep and production include costs related to soil preparation, planting, fertilizer and herbicide use, all of which are capitalized in the forests account.

    All other assets are stated at acquisition and/or construction cost plus financing charges incurred during the construction phase, less accumulated depreciation. Assets acquired up to December 31, 1995 were adjusted for inflation up to that date.

    Annual depreciation rates are calculated under the straight-line method, based on the estimated useful lives of assets. The main rates applied are disclosed in Note 13.

    Depletion of costs for forming and upkeep of forests is recognized in accordance with areas cut down each month and is allocated to production costs for pulp excluding portions that will benefit future harvests.

    In accordance with the exemption foreseen in paragraph 54 of CPC Pronouncement 13 (First-Time Adoption of Law 11638 07 and Provisional Act 449 08), the Company and its subsidiaries will conduct the first periodic analysis of the economic useful lives of assets, effective January 1, 2009.

    20


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    3.9) Impairment of tangible assets

    Whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable based on expected future cash flows the Company tests its tangible assets for impairment to identify possible losses. If such events occur, impairment reviews will be carried out in relation to the cash generating unit to which the asset belongs.

    The recoverable value is the higher of fair value less costs to sell and the value in use. When measuring the value in use, future cash flows are discounted to present value using a discount rate before income tax and social contribution that reflects the current market assessment of the time value of money and the specific risks associated with the asset for which there was no adjustment to estimated cash flows.

    If the carrying amount of an asset exceeds its future cash flows an allowance for loss is recognized in income and expenses for the year, reflecting the difference between the carrying amount and the fair value of the asset.

    3.10) Intangible assets

    Goodwill on the acquisition of a subsidiary represents the excess acquisition cost in relation to the Company’s participation in the fair value of identifiable assets, liabilities and contingent liabilities of the subsidiary as of the date of acquisition. Goodwill, considered to be future earnings of the business, is initially recognized at cost and subsequently amortized over the periods benefited by the acquisition. The recoverable value of goodwill is evaluated annually and an allowance for impairment losses is recorded, when applicable. It is expected that existing goodwill will be totally amortized during 2009 (Note 12).

    3.11) Deferred charges

    As allowed by MP 449/08, the Company chose to allocate the remaining balance of R$807 related to pre-operating expenses that were recorded at cost to property, plant, and equipment.

    3.12) Prepaid expenses

    Funds used in advance payments for which benefits will be derived or services will be provided in future years are recorded in assets considering the accrual principle.

    3.13) Current and noncurrent assets – long-term assets

    Other current and noncurrent assets – long-term assets are stated at the lower of cost or realizable value, plus, if applicable, inflation adjustment and exchange rate changes and income earned through the balance sheet date.

    3.14) Current and noncurrent liabilities

    Stated at known or estimated amounts, plus charges, inflation adjustment and exchange rate changes incurred through the balance sheet date, when applicable.

    21


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    3.15) Income tax and social contribution

    The provisions for income tax and social contribution are calculated and recorded based on rates and taxable income adjusted in accordance with specific legislation, including a portion of tax incentives (Veracel). Income tax is calculated at the rate of 15%, plus a 10% surtax on annual taxable income exceeding R$240. Social contribution is calculated on taxable income at the rate of 9%.

    Deferred income tax and social contribution are recorded as credits or debits in current and noncurrent assets and result from temporary differences between the carrying amount and the tax basis of assets and liabilities. Pursuant to Resolution 273/98 and Instruction 371/02 of the Brazilian Securities and Exchange Commission (CVM), deferred taxes are recorded at probable realizable values (Note 9).

    3.16) Leasing

    The commercial leases in which a significant part of the benefits and risks of ownership remains with lessor are classified as operating leases. The costs of the leases are appropriated in the result by the linear method over the term of the lease.

    3.17) Loans and financing

    Loans and financing are initially recognized at the fair value when funds are received, net of transaction costs. They are subsequently measured at amortized cost, that is, adding charges, interest, inflation adjustment and exchange rate changes as foreseen in contract, incurred through the balance sheet date (Note 14).

    3.18) Provisions

    A provision is recognized in the financial statements when the Company and its subsidiaries have a known liability for an unknown term and amount or as a result of a past event for which a cash disbursement to settle the obligation is probable.

    3.19) Environmental issues

    Production facilities and forestry and reforestation activities of the Company are subject to environmental regulations. Risks associated with environmental issues are minimized by operating control procedures, as well as investments in equipment and systems for pollution control. In Management´s evaluation, no allowance for losses related to environmental issues is currently necessary under Brazilian laws and regulations.

    22


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    3.20) Reserves for tax, civil, and labor contingencies

    Recorded and adjusted through the balance sheet dates for the amount of probable loss considering the nature of contingencies and supported by the opinion of the Company´s and subsidiaries´ outside legal counsel. For financial statement presentation purposes, reserves are stated net of related escrow deposits. The bases for and nature of the reserves for tax, civil, and labor risks are described in Note 16.

    3.21) Earnings (loss) per thousand shares

    Calculated based on the number of shares outstanding at the balance sheet dates. The balance as of December 31, 2008 was calculated based on the number of shares excluding those held in treasury, as presented in Note 17.

    3.22) Interest on shareholders’ capital

    Interest paid to shareholders calculated in accordance with Law 9249/95 is recorded in the statement of operations, under financial expenses, as determined by tax law. For financial statement disclosure purposes, interest paid is recorded as a charge to retained earnings and interest received as a credit to investments.

    3.23) Employee profit sharing

    Provisions are recorded to cover the expense related to employee profit sharing. These provisions are calculated based on qualitative and quantitative goals defined by Management and accounted for in specific accounts in the groups of Cost of Sales and Operating Expenses.

    3.24) Amounts denominated in foreign currency

    Monetary assets and liabilities denominated in foreign currency are translated into Brazilian reais at the exchange rate prevailing at the balance sheet dates. Currency translation gains and losses were recognized in the statements of operations.

    3.25) Revenue and expense recognition

    Sales revenues are mainly attributable to long-term contracts and are recognized when all risks and rewards connected with ownership of products are transferred to the buyer. Other revenues and expenses are recognized on an accrual basis.

    23


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

      3.26) Use of estimates
     
      The preparation of financial statements requires Management to make estimates and assumptions to record and disclose assets and liabilities, among which are: (a) estimates of fair value for financial instruments, (b) allowance for doubtful accounts, (c) allowance for losses on inventories, (d) allowance for losses on tax credits, (e) probable realizable amounts for deferred income tax assets and liabilities, (f) recoverable amounts and determination of useful lives for property, plant, and equipment, (g) recoverable amounts for goodwill on acquisition of investments, (h) reserve for contingencies, (i) recognition of fair value (MTM) for derivatives, and (j) amounts for revenues and expenses. Actual results could differ from these estimates and judgments made by Management.
     
    4      Consolidation principles and practices
     
      Consolidation procedures for the balance sheets and the statements of operations reflect the sum of the balances of assets, liabilities, income and expenses accounts, together with the following eliminations: (i) interest in capital, reserves, retained earnings or accumulated losses, and investments, (ii) balances of intercompany accounts and other assets and/or liabilities, (iii) effects of significant transactions, (iv) separate recording of minority shareholders’ interest in results and shareholders’ equity of subsidiaries, and (v) elimination of unrealized intercompany profits .
     
      The consolidated financial statements were prepared in conformity with practices described in Note 2 and include the following companies with the same presentation dates:
     
        Ownership interest (%)
    Pulp production:    
     Veracel Celulose S.A.   50
    Forestry and reforestation of eucalyptus:    
     Mucuri Agroflorestal S.A.   100
     Aracruz Riograndense Ltda.   100
    Port services:    
     Portocel - Terminal Especializado de Barra do Riacho S.A.   51
    International distribution network:    
     Aracruz Trading International Ltd.   100
     Aracruz Celulose (USA), Inc.   100
     Aracruz Trading S.A.   100
     Ara Pulp - Com. de Importação e Exportação, Unipessoal Ltda.   100
     Riocell Limited   100
    Manufacture of solid wood products:    
     Aracruz Produtos de Madeira S.A. (i)   33.33
    Special purpose company (SPC):    
     Arcel Finance Limited (ii)   100

    (i) Ownership interest in Aracruz Produtos de Madeira S.A. corresponds to 1/3 of its shares and is recorded under the equity method.

    (ii) Arcel Finance Limited was dissolved on November 27, 2007.

    24


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    The Company invests a substantial portion of its investments in investment fund shares, seeking the best return for funds invested (Note 5). Exclusive investment funds managed by independent fund managers are organized as special purpose entities (SPE´s), since the Company has control of their operations and fully participates in their risks and rewards. To comply with CVM Instruction 408/04, the Company consolidated investment funds as of December 31, 2008 and 2007, showing balances invested in exclusive investment funds separately by nature of the investments that comprise these funds´ assets.

    As established in CVM Instruction 247/96, consolidation of Veracel was made proportionally to Aracruz´s interest in its capital (50%), because it is jointly controlled as defined in a shareholders’ agreement for this jointly-owned subsidiary.

    The main account groups of the financial statements of Veracel consolidated by Aracruz are as follows:

        2008   2007
    Cash and cash equivalents   626   707
    Inventories   59,950   60,066
    Property, plant, and equipment/deferred charges   1,523,427   1,537,124
    Other assets   272,438   192,489
        1,856,441   1,790,386
    Trade accounts payable   18,388   18,226
    Loans and financing   547,203   594,238
    Other liabilities   18,622   21,914
    Shareholders’ equity   1,272,228   1,156,008
        1,856,441   1,790,386
    Net sales   464,276   399,214
    Gross profit   147,644   102,860
    Income from operations   113,168   44,065
    Net income (loss)   17,368   1,216

    25


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    5      Cash and cash equivalents and investments
     
      As of December 31, 2008, cash and cash equivalents and short- and long-term investments of the Company and its subsidiaries and jointly-controlled company totaled R$1,009,268 (R$880,533 as of December 31, 2007), of which approximately 15% were denominated in foreign currency and 85% were denominated in local currency.
     
                Consolidated
    Breakdown   Local currency   Foreign currency   Total
     Cash and banks   3,452   16,674   20,126
     Cash investments       120,797   120,797
     Short-term investments   844,708   17,322   862,030
     Long-term investments   6,315       6,315
        854,475   154,793   1,009,268

    (i) Cash investments

    As of December 31, 2008, cash investments totaled R$120,797 (R$73,602 as of December 31, 2007). This position in the consolidated balance sheet is mainly related to certificates of deposit (CDs) with original maturity of less than 90 days, denominated in U.S. dollars, held with banks considered prime by the Company and for the most part through the subsidiary Aracruz Trading International Ltd.

    (ii) Short-term investments

    Short-term investments as of December 31, 2008 and 2007 mostly comprised amounts in two exclusive funds and investments in bank certificates of deposit (CDBs) with original maturity of over 90 days. The assets of funds mainly comprise CDBs, debentures linked to commitments, federal government securities, and others linked to the Interbank Certificate of Deposits interest rate held in low-risk financial institutions and for which original maturity is between February 2009 and September 2014. However, securities that comprise the portfolios of these exclusive funds for the most part have daily liquidity and no loss of principal or interest earned up to the redemption date. These exclusive funds do not entail significant financial obligations. These obligations are limited to the service fees paid to the asset management companies employed to carry out investment transactions, audit fees, and other general and administrative expenses. No consolidated assets of the Company have been provided as collateral for these obligations and the creditors of the funds do not have recourses against the assets of the Company.

    26


    Aracruz Celulose S.A. and Subsidiaries
     
           
    Notes to the Financial Statements        
    for the Years Ended December 31, 2008 and 2007        
    (In thousands of Brazilian reais – R$)    
     
            Company
    Breakdown of exclusive funds   2008   2007
    Bank certificates of deposit   407,879   641,251
    Federal government securities   377,526   27,137
    Debentures   42,480   45,194
    Total   827,885   713,582

    The consolidated balance is higher than the Company balance by R$34,145 (R$65,684 as of December 31, 2007) and relates mainly to CDB’s denominated in Brazilian reais held at low-risk financial institutions in Brazil and investments in foreign funds through the subsidiaries Portocel-Terminal Especializado de Barra do Riacho S.A. and Aracruz Trading International Ltd.

    6   Trade accounts receivable - customers                      
                  Company         Consolidated  
            2008     2007   2008     2007  
         Domestic customers   21,140     32,169   21,145     32,321  
         Foreign customers                      
             Subsidiaries   763,029     173,635            
             Advances on export contracts   (131,573 )                
             Other customers (third parties)         124   643,584     578,973  
         Allowance for doubtful accounts   (1,827 )       (10,296 )   (6,459 )
            650,769     205,928   654,433     604,835  
       
         The aging list of trade accounts receivable is as follows:             
                  Company         Consolidated  
            2008     2007   2008     2007  
         Current   780,304     205,811   535,725     546,741  
         Up to 30 days past-due   2,038     60   113,629     52,530  
         31 to 60 days past-due         57   3,855     4,420  
         61 to 90 days past-due             1,224     316  
         91 to 180 days past-due   1,827         10,296     7,287  
            784,169     205,928   664,729     611,294  

    27


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    Changes in the allowance for doubtful accounts for the year ended as of December 31, 2008:

                          Company
    Beginning balance   Additions   Reversals     Write-offs   Exchange rate changes   Ending balance
                     2007                     2008
        1,837   (10 )                      1,827

                          Consolidated
    Beginning balance   Additions   Reversals     Write-offs   Exchange rate changes   Ending balance
                     2007                     2008
                     6,459   1,837   (48 )                      2,048   10,296

    7    Inventories

            Company       Consolidated
        2008   2007   2008   2007
    Pulp – finished product                
       At plants   81,328   27,512   91,953   39,840
       Abroad           340,677   228,638
    Pulp – finished product   549   489   549   489
    Raw materials   75,354   68,629   89,701   80,283
    Maintenance materials and                
    storeroom supplies   115,407   99,626   154,254   134,749
    Other   177   74   725   1,035
        272,815   196,330   677,859   485,034

    28


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)


     
    8      Related parties
     
      Transactions between the Company and its subsidiaries, jointly-owned subsidiary and associated company, such as purchases and sales of products, purchases of raw materials and contracting of services, are eliminated upon consolidation. Financial transactions, such as intercompany loans and prepayment contracts, bear interest rates of LIBOR + 1% p.a. plus exchange rate changes and are also eliminated in the consolidation process.
     
      (a) Subsidiaries and associate
     
                                Company  
                            2008   2007  
        Aracruz Trading
    International Ltd.
      Mucuri
    Agro-florestal S.A.
     
     

    Portocel - Terminal
    Especializado de
    Barra doRiacho S.A.

      Aracruz
    Riograndense Ltda.
     
      Aracruz
    Produtos de
    Madeira S.A.
        Total     Total  
    Balance Sheet                              
    Current assets   763,029       1,926       1,284   766,239   176,289  
    Long-term assets       83   271           354   423  
    Current liabilities   21,093       664   831   590   23,178   45,938  
    Long-term liabilities   2,613,269                   2,613,269   1,333,845  
    Transactions during the year                       31/12/2008   31/12/2007  
    Sales revenues   2,384,153               8,755   2,392,908   2,277,373  
    Port services contracted           15,427           15,427   13,973  
    Financial (expenses) income, net   546,371                   546,371   (116,771 )

    29


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (b) Shareholder and related company

    Transactions between the Company and the shareholder and its related party, mainly financing transactions, financial investments, and services rendered, are carried out under usual rates, amounts and terms that would be applicable to unrelated parties.

    Consolidated
                  Shareholder   Related company        Total
        BNDES – Banco Nacional
    de Desenvolvimento
    Econômico e Social 14 (a)
     
        Banco
    Votorantim S.A. (1)
      Banco
    Safra S.A. (2)
      Cia. de
    Navegação
    Norsul (3)
      2008   2007
    Balance Sheet                          
    Current assets         96,883   177,488   498   274,869   106,233
    Current liabilities   211,142                 211,142   245,049
    Long-term liabilities   1,021,031                 1,021,031   1,086.602
    Transactions during the year                     31/12/2008   31/12/2007
    Financial income, net         6,109   15,512       21,621   24,598
    Financial expenses, net   127,843                 127,843   12,316
    Freight expenses                 26,546   26,546   20,550

    (1) Transactions with Banco Votorantim S.A. relate to investments in CDB’s (in the amount of R$86,494) and debentures (in the amount of R$10,389). Financial income of R$6,109 was generated from these investments.

    (2) Transactions with Banco Safra S.A. relate to investments in CDB’s (in the amount of R$126,908), debentures (in the amount of R$32,091) and other investments in foreign investment funds (in the amount of R$17,322). Financial income of R$15,512 was generated from these investments.

    (3) The amount of R$498 relates to freight for wood transportation. The amount of R$26,546 relates to freight expenses incurred during the year.

    30


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    9      Tax credits and provision for income tax and social contribution 
    (a) Tax credits
              Company     Consolidated  
        2008     2007     2008     2007  
    Deferred income tax and social contribution                        
    Tax loss carryforwards (i)   254     24,611     501,889     35,187  
    Tax loss carryforwards (social contribution) (i)   91     41     3,325     3,847  
    Temporary differences (i)                        
       Exchange rate changes taxed on a cash basis   137,148     (335,173 )   137,148     (335,173 )
       Gain (losses) on unsettled derivative transactions   44,665     (23,079 )   44,665     (23,079 )
       Farm activity investments   (54,619 )   (104,808 )   (54,619 )   (104,808 )
       Nondeductible provisions   178,406     127,470     194,152     141,409  
       Effects of Provisional Measure 449/08               12,279        
    Income tax on unrealized profit               38,386     21,752  
    Other   4,007     9,341     4,008     9,343  
    Recoverable taxes                        
    Income tax and social contribution – prepayments                        
     on an estimate basis   62,981     72,802     107,142     75,807  
    Income tax for offset   107,274     86,849     107,274     86,849  
    Income tax (IRRF) withheld on investments   31,315     13,041     44,960     27,684  
    Income tax to be withheld on investments   1,652     17,911     1,773     21,302  
    Taxes on revenues (PIS and COFINS)   86,648     82,668     147,337     134,445  
    State value-added tax (ICMS) (ii)   338,566     273,404     369,507     299,355  
    Allowance for losses on ICMS credits (ii)   (330,634 )   (194,831 )   (359,833 )   (218,194 )
    Other   1,915     1,923     2,472     2,455  
    Total   609,669     52,170     1,301,865     178,181  
    Stated as:                        
    Current assets   264,490     239,343     370,431     289,312  
    Noncurrent assets/long-term assets                        
       Deferred income tax and social contribution   309,952           842,847        
       Tax credits   35,227     114,424     88,587     162,143  
    Noncurrent liabilities/long-term liabilities         (301,597 )         (273,274 )

    31


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (i)      Deferred income tax and social contribution tax credits are stated at net value as of December 31, 2008 and are attributable to tax loss carryforwards and temporary differences related to (i) the effect of exchange loss determined (system for calculating income tax and social contribution on a cash basis – exchange effects), (ii) adjustment to fair value of derivatives, (iii) temporarily non-deductible provisions, and (iv) investments in farm activities. Economic feasibility studies approved by administrative bodies of the Parent Company and its subsidiaries and jointly-owned subsidiary indicate full realization for tax credits by the year 2018 as set forth in CVM Instruction 371/02 and detailed below:
     
                              Company
                      2010   2011     Total
    Deferred income tax and social contribution             189,220   120,732     309,952
      
       
                        Consolidated
        2009   2010   2011   2012   2013 to 2018       Total
    Deferred income tax and social contribution   69,408   247,515   164,472   39,517   321,935     842,847

      On September 30, 2008, the Controlling Company had recorded credits for deferred income tax and social contribution in the amount of R$230,909. This arose principally from the provision for loss on unsettled transactions with derivative financial instruments. Under the agreement to convert such transactions into loans, as discussed in note 14, there is a pre-supposition that the Company will not enter into similar transactions with resulting gains of the same nature as that of the losses recognized. Consequently, the Controlling Company adopted a conservative posture in relation to the said credits and reversed them in the quarter ended December 31, 2008.
     
    (ii)      Since the enactment of Federal Complementary Law 87, dated September 13, 1996, the Company’s Espírito Santo plant has been accumulating ICMS credits with that state resulting from the acquisition of assets used to manufacture pulp in view of its predominantly export business. Based on current state legislation, the Company was partially realizing such credits held with the State of Espírito Santo through sales operations. Considering the history of sales over the course of 2007, approximately R$95 million, and given prospects of satisfactorily concluding other negotiations in progress, the Company considered as probable the realization of part of the ICMS credits recognized in its accounting records related to the Espírito Santo unit in 2008 and, therefore, reversed as of December 31, 2007 approximately R$71,070 from the respective allowance for losses and kept the amount of R$194,831 accrued in that date.
     
      However, considering that Company's expectations for realization of such credits had not been confirmed as of September 30, 2008, an allowance for losses in the amount of R$67,096 was once again recorded, being on December 31, 2008, maintained the accrued balance of R$330,634.
     
      The amount of R$7,932 (R$7,503 as of December 31, 2007) in Aracruz not covered by an allowance for losses relates to ICMS credits of the Guaíba unit, which the Company has been offsetting over the normal course of its operations.
     

    32


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (b)      Income tax and social contribution reflected in the statement of operations arose from the following:
     
              Company     Consolidated  
        2008     2007     2008     2007  
    Income (loss) before income tax, social contribution, and minority interest                        
        (4,980,050 )   947,282     (5,353,018 )   1,031,059  
    Income tax and social contribution (34% tax rate)   1,693,217     (322,076 )   1,820,026     (350,560 )
    Equity in subsidiaries / income (loss) of subsidiaries with differentiated tax rates or not taxable   (646,648 )   91,209     (341,037 )   58,791  
    Depreciation, amortization, depletion, and write-offs – Article 2 of Law 8200/91   (2,387 )   (2,109 )   (2,387 )   (2,109 )
    Gains (loss) on derivative transactions   (492,759 )         (492,759 )      
    Contributions and donations   (2,406 )   (1,225 )   (2,406 )   (1,225 )
    Technological innovation   4,382     8,350     4,382     8,350  
    Other effects of permanent differences   1,076     286     2,277     949  
    Income tax and social contribution   554,475     (225,565 )   988,096     (285,804 )
       Current   (57,074 )   (29,262 )   (63,416 )   (82,160 )
       Deferred   611,549     (196,303 )   1,051,512     (203,644 )

    10      Advances to suppliers – Forestry Program
     
      The Forestry Program is a partnership with farmers started in 1990 in the state of Espírito Santo and extended to other states such as Bahia, Minas Gerais, Rio Grande do Sul, and more recently, Rio de Janeiro, for the purpose of planting eucalyptus forests on the lands of partners. Under the program, the Company provides technology, technical support, supplies, and financial resources, depending on the type of contract, in order to ensure the supply of wood for pulp production. Funds advanced amounted to R$264,645 as of December 31, 2008 (consolidated R$292,979), compared with R$242,603 (consolidated R$265,214) as of December 31, 2007, which will be returned through the delivery of wood by producers.
     

    33


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    11   Investments                                                        
                                                               
            Veracel
    Celulose S.A.
      Mucuri
    Agro-florestal S.A.
      Portocel-
    Terminal
    Especializado
    de Barra do
    Riacho S.A.
      Aracruz
    Trading S.A.
      Aracruz Trading
    International Ltd.
      Aracruz
    Celulose
    (USA),
    Inc.
      Aracruz
    Riograndense
    Ltda
      Ara
    Pulp
      Riocell
    Limited
        Aracruz
    Produtos de
    Madeira S.A
        Total
    2008
        Total
    2007
     
        In subsidiaries, jointly-owned subsidiary, and associate                                                        
        Number of shares held by Aracruz                                                        
        Ownership interest in voting capital - %   50   100   51   100   100   100   100   100   100     33,33              
        Information as of December 31, 2008                                                        
         Subscribed and paid-up capital   2,634,950   78,300   9,034   228   47   467   158,515   33   51     145,655              
         Shareholders’ equity   2,544,457   76,175   18,547   316   165,807   25,272   77,090       1,450     49,148              
         Net income (loss) for the year   34,736       7,209   (69 ) (2,585,226 ) 6,835   (13,552 ) (60 ) (433 )   (5,875 )            
        Changes in investments                                                        
         At beginning of year   1,156,008   76,175   4,008   292   2,085,111   13,974       48   1,427     18,341     3,355,384     2,831,813  
         Capital contribution (i)   128,922       1,775                                   130,697     255,410  
         Business acquisition (ii)                           90,642                   90,642        
         Deferred charges adjustment (MP 449/08)   (30,070 )                                         (30,070 )      
         Equity in subsidiaries (iii)   17,369       3,676   24   (1,919,304 ) 11,298   (13,552 ) (48 ) 23     (1,958 )   (1,902,472 )   268,160  
            1,272,229   76,175   9,459   316   165,807   25,272   77,090       1,450     16,383     1,644,181     3,355,383  
        Goodwill on acquisition of investment (iv)   50,305                                           50,305     50,305  
        Amortization of goodwill (iv)   (40,564 )                                         (40,564 )   (40,564 )
            1,281,970   76,175   9,459   316   165,807   25,272   77,090       1,450     16,383     1,653,922     3,365,124  
        Other investments                                               3,222     3,223  
        Total                                                 1,657,144      3,368,347

    34


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (a)      Company
     
      (i)      Under the plan for capitalization of Veracel, capital increases in the amount of R$128,922 in 2008 and R$249,410 in 2007 were made, and Portocel received R$1,775 in 2008.
     
      (ii)      Acquisition of Boise Cascade do Brasil Ltda. (Note 1). The Company elected to recognize this acquisition at its book value as allowed by CVM Instruction No. 469/08.
     
      (iii)      The effect of the currency exposure of overseas investments is recorded under the caption "Equity in subsidiaries" and overseas investments are translated at the current exchange rate. In 2008, the Company recognized exchange gain on these investments in the amount of R$670,949.
     
      (iv)      Goodwill paid on the acquisition of Veracel in the amount of R$50,305 was based on economic fundamentals, that is, the market value of assets, land, and forests, and estimated future earnings of the forestry business. Goodwill related to forests and estimated future earnings of the forestry business in the amount of R$40,564 was fully amortized up to March 31, 2006 according to the depletion and use of areas planted with eucalyptus, which in this case had been allocated to forest formation cost and recognized in income and expense for the year when eucalyptus trees were cut down. Goodwill related to land in the amount of R$9,741 will be amortized upon realization of the asset.
     
        Of the R$839,305 in goodwill from the acquisition of Riocell S.A. in 2003, R$276,422 was primarily allocated to property, plant and equipment, while the unallocated portion of R$562,883 (future earnings of the business) was transferred to intangible assets (Note 12).
     
    (b)      Consolidated
     
      The consolidated balance of investment in associated company in the amount of R$16,383 (R$18,341 as of December 31, 2007) represents Aracruz’s interest in the associated company Aracruz Produtos de Madeira S.A. The portion of goodwill related to the market value of assets is allocated to property, plant, and equipment in the consolidated financial statements (proportional consolidation of Veracel).
     

    35


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    12      Intangible assets
     
                         
                       
        Annual
    amortization
     rate - %
      Cost   Accumulated
    amortization
        2008   2007
    Company and consolidated                      
    Intangible asset - Riocell S.A, goodwill absorbed   20   562,883   (506,595 )   56,288   168,865
    Total Company and consolidated       562,883   (506,595 )   56,288   168,865
    Amortization for 2008 and 2007 was allocated as follows:              
                      2008   2007
    Intangible amortization (Note 25)                 112,577   112,577

    Annual test for impairment of goodwill

    During the year, the Company estimated the recoverable value of goodwill referred to above and determined that there is no impairment. This goodwill is related to the pulp business unit, which is managed as a single cash generating entity and includes almost all of the Company. The recoverable value for the cash generating unit was estimated using a “value in use” model. No write-off of other assets of the cash generating unit was considered necessary.

    The “value in use” model uses cash flow projections based on budgets approved by the Board of Directors covering a five-year period and uses a discount rate range from 8 to 10% p.a.

    Projected cash flows over the period covered by the budget are based on the same gross margins and prices for raw materials and sales used for the budget approved.

    Cash flows for periods that exceed 16 years (in perpetuity) were extrapolated using a constant growth rate of 2.5% p.a., which is slightly below the average long-term historical growth rate for production in the pulp industry (source: PPPC).

    Management believes that any reasonably plausible modification in the key scenarios on which recoverable value is based would not result in an aggregate carrying value in excess of the recoverable value of the cash generating unit.

    36


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    13   Property, plant, and equipment                      
                          2008   2007
            Annual
    depreciation rate %
        Cost   Accumulated
    depreciation and depletion
        Net    Net  
        Company                      
        Land       1,185,358         1,185,358   1,016,292
        Industrial and forestry equipment   4 to 25   4,861,322   (2,660,074 )   2,201,248   2,330,547
        Forests (*)   (*)   1,535,563   (283,796 )   1,251,767   1,031,876
        Buildings and improvements          4 and 10   1,076,165   (605,888 )   470,277   480,591
        Administrative area assets and other assets   4, 10 and 20   287,820   (194,490 )   93,330   92,589
        Advances to suppliers       347,095         347,095   16,355
        Property, plant and equipment in progress       313,197         313,197   165,928
        Total Company       9,606,520   (3,744,248 )   5,862,272   5,134,178
        Subsidiaries and jointly-owned subsidiary:                      
        Land       260,422         260,422   221,443
        Industrial and forestry equipment   4 to 20   1,070,286   (239,136 )   831,150   879,586
        Forests (*)   (*)   335,825   (76,528 )   259,297   166,673
        Buildings and improvements          4 and 10  420,914   (63,598 )   357,316   283,927
        Administrative area assets and other assets   4, 10, and 20   33,367   (15,239 )   18,128   18,288
        Advances to suppliers       1,585         1,585   388
        Property, plant and equipment in progress       73,074         73,074   64,466
        Total Consolidated       11,801,993   (4,138,749 )   7,663,244   6,768,949
        (*) Depleted according to criteria described in Note 3.8                      
        Depreciation and depletion determined in 2008 and 2007 were allocated as follows:                      
                          2008   2007
        Industrial and forestry costs                 479,349   434,803
        Operating expenses                 4,556   5,654
        Company                 483,905   440,457
        Industrial and forestry costs                 98,085   96,252
        Operating expenses                 1,705   446
        Consolidated                 583,695   537,155

    37


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    14   Loans and financing                              
                        Company     Consolidated  
            Annual                          
            interest rate (%)     2008     2007     2008     2007  
        Local currency                              
           Loans adjusted based on TJLP (*) (a)   7.0 to 10.50     628,261     679,542     974,764     1,101,848  
           Loans adjusted based on basket of currencies (a)   5.86 to 9.74     93,493     80,392     257,408     229,803  
           Export credit note (NCE) (b)   100% of CDI                 94,536     104,865  
           Financing derived from losses on derivative transactions (d)   12.68%     1,604,700           1,604,700        
           Other loans and financing   6.75     10,244     10,228     10,244     13,978  
        Foreign currency (US dollar)   2.61 to 4.93                          
           Export prepayments (c )   Libor + 0.6% to Libor + 3.5%     3,277,469     1,626,999     3,277,469     1,626,999  
           Advances on foreign exchange contracts (ACC) / advances on export contracts (ACE)   5.57 to 16.00     132,360           282,056        
           Financing derived from losses on derivative transactions (d)   Libor + 1%                 3,172,157        
           Other loans and financing   2.72 to 6.35                 18,662     18,770  
           Total loans and financing         5,746,527     2,397.161     9,691,996     3,096,263  
        Current portion (including interest payable)         (459,004 )   (166,608 )   (947,765 )   (291,513 )
        Long-term portion                              
        2009               85,707           209,757  
        2010         352,860     35,226     853,945     154,393  
        2011         469,710     35,226     979,121     162,702  
        2012         527,256     138,579     1,035,113     265,675  
        2013 to 2017         3,937,697     1,935,815     5,876,052     2,012,223  
                  5,287,523     2,230,553     8,744,231     2,804,750  
        Maturities shown in this table reflect terms proposed in negotiations underway with creditor banks to refinance the debt derived from derivative transactions and covenants discussed in items (c) and (d) below.  
                                     
        (*) TJLP limited to 6% p.a. plus bank spread.                              

    38


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (a)      Loans from BNDES (Shareholder)
     
      In June 2001, Aracruz signed a financing agreement with the Brazilian Economic and Social Development Bank (BNDES) which involved a total release of R$692,720, interest ranging from 7.76 to 9.30% p.a.; and amortization period from 2003 to 2009.
     
      In December 2005, Aracruz signed a financing agreement with the BNDES which involved a total release of R$140,441, interest ranging from 6.46 to 10.50% p.a., and amortization period from 2007 to 2016.
     
      In November 2006, Aracruz signed a financing agreement with the BNDES which involved a total release of R$595.869 of which R$ 499.743 were released, interest ranging from 5.86 to 8.90% p.a., and amortization period from 2009 to 2016.
     
      With the exception of the agreement signed in December 2006, the financing granted to Aracruz by the BNDES are guaranteed by a mortgage on the industrial plant at Barra do Riacho in the state of Espírito Santo which includes land, buildings, and machinery and equipment installed.
     
      As of December 31, 2008, Aracruz had financings from its shareholder, the BNDES, in the total amount of principal of R$716,913 (R$755,205 as of December 31, 2007), with interest ranging from 5.86% to 10.50% p.a. and amortization period from 2009 to 2016.
     
      In August 2001, Veracel signed a financing agreement with the BNDES which involved a total release of R$52,482, interest ranging from 7.0 to 9.5% p.a.; and amortization period from 2003 to 2010.
     
      In January 2004, Veracel signed a financing agreement with the BNDES which involved a total release of R$1,452,192, interest ranging from 7.0 to 9.3% p.a., and amortization period from 2006 to 2014.
     
      As of December 31, 2008, considering only the portion guaranteed by Aracruz, equivalent to 50% of the financing obtained from the BNDES by Veracel, the total amount of principal is R$508,316, subject to interest ranging from 7.0% to 9.5 % p.a. and amortization period from 2009 to 2014.
     
      On January 21, 2009, the Company requested that the BNDES exempt it from requirements to maintain financial ratios foreseen in the agreement signed in November 2006 and free it from the mortgage on the industrial unit in Espírito Santo. In return, the Company offered to establish a mortgage on the real estate in the state of Rio Grande do Sul, including the industrial plant in Guaíba comprising land, buildings, and machinery and equipment installed. On February 20, 2009, the BNDES informed the Company of its decision to exempt it from maintaining financial ratios foreseen in the agreement signed in 2006 and freeing from the mortgage related to the agreement signed in 2001 in exchange for a mortgage to be established on the industrial unit located in Guaíba and formalization of the same in contractual amendments. The BNDES also communicated its decision to authorize the substitution of the mortgage in the agreement entered into in 2005 for a mortgage on the real estate in the state of Rio Grande do Sul for an amount sufficient to meet the BNDES´ real guarantee requirements for this contract.
     

    39


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (b) Export credit note

    In May 2006, the subsidiary Portocel - Terminal Especializado de Barra do Riacho S.A. entered into a Export Credit Note transaction in the amount of R$104 million (US$50 million) in order to expand its port facilities. Interest is due at 100% of the CDI rate and payable semiannually with amortization of principal from June 2008 to December 2013. A DI x US$ swap linked to this transaction was also entered into under the same terms for maturity, exchanging the interest rate for exchange rate fluctuations plus + 5.985% p.a. The outstanding balance as of December 31, 2008 was R$94,014 (R$104,460 as of December 31, 2007).

    (c) Export prepayment transactions

    As of December 31, 2008, Aracruz had prepayment transactions in the amount of R$3,246,093 (R$1,610,112 as of December 31, 2007) with various banks and which are subject to interest ranging from Libor + 0.6% to Libor + 3.5% p.a. and amortization of principal between June 2009 and December 2017, already including the prepayments contracted with the same creditor banks involved in derivative transactions reverted in November, 2008, amortizations for which have been changed.

    (d) Financing derived from losses on derivative transactions

    As disclosed in the Significant Event notice on November 3, 2008, the Company informed the market that it had concluded the unwinding of Target Forward, Swaps with Dollar Options, and Non-Deliverable Forward derivative transactions.

    Immediately after the unwinding of derivative transactions, the Company started negotiations with transaction counterparties (“creditor banks”) and on January 19, 2009 informed the market in a Significant Event notice that banks controlling more than 80% of the debt resulting from these transactions had agreed to minimum conditions proposed by the Company to restructure maturities and conditions for this debt. On January 23, 2009, holders of 97% of the debt had already manifested their agreement with respect to the Company´s proposal; only one bank which is involved in Chapter 11 proceedings in the U.S. remains to agree since it depends on approval of proposed terms and conditions by the court in the city of New York responsible for the judicial recovery.

    The agreement entered into with the banks, which is in process of formalization, foresees the following terms and conditions:

            ü  Total amortization period of nine (9) years with a possibility of reduction to seven (7) years depending on the operating performance of the Company and the occurrence of
           certain liquidity events;
     
      ü  Amortization in semiannual installments starting on June 30, 2009 and installments at the end of each quarter beginning in 2010;
     
       ü Three-month Libor rate plus an initial spread of 3.5% p.a. and semiannual charges of 0.25% p.a. beginning in 2010, resulting in a weighted average rate of Libor + 4.6% p.a.;
     
    ü   Collateral guarantees from the Company; and
     

    40


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

       
     
    ü  Pledge of 28% of the Company’s common shares.
     

    The debt principal balance resulting from the unwinding of derivatives as of December 31, 2008 totaled R$4,728,533, of which R$1,572,333 belonged to the parent company Aracruz Celulose S.A., and R$3,156,200 belonged to the subsidiary Aracruz Trading International Ltd.

    Amounts related to export prepayment transactions with these banks were also included in the agreement. As of the signing of the definitive agreement to finance the debt derived from derivative transactions, these export prepayments will have the same terms and conditions established in the agreement described above.

                           
    (d)  Covenants
       

    Some of the Company´s loan agreements include covenants that were not complied in light of the recognition of the allowance for losses on derivative transactions (Note 15).

    The Company initiated negotiations with these creditors in October 2008, in order to restructure the respective covenants and adjust them to the new reality of indebtedness.

    As of December 31, 2008, the amount related to loans with covenants was R$1,631,354. The Company received by all creditors, proposals to restructure the terms and conditions of loans, including the adequacy or exemption from compliance with financial covenants.

       

    15

    (a)

    Risk management and financial instruments

    Policy for use of derivatives

    The Company´s sales are 98% denominated in U.S. dollars, while half of its costs are incurred in Brazilian reais. In order to hedge its cash flow against the appreciation of the real in relation to the U.S. dollar, the Company may enter into derivative transactions.

    The Company´s policy for derivatives is intended to hedge the Company´s cash against fluctuations in foreign exchange and interest rates. The Director for Finance and Investor Relations is responsible for managing derivatives by identifying exposures and correlations among different risk factors that are involved in the Company´s business. The Board of Control and Risk Management, a position created in November 2008, is responsible for control of derivative transactions and adherence of such transactions to the Company’s rules and financial policy.

       

    (b)

    Risk management objectives and strategies

    The Company, under its policy for management of financial assets, permanently seeks to maximize return in relation to risks. To accomplish this, criteria and indicators that demonstrate the adequacy of liquidity, market, and credit risks are established.


    41


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (i) Liquidity risk

    The Company´s objective in order to preserve financial liquidity is to maintain a ratio of 1.5 times the sum of cash, credit lines used, and free-cash flow in relation to debt principal maturing in up to 12 months where cash should be at least equal to the amount of principal coming due.

    (ii) Market risk

    The Company seeks to limit loss of return as a result of the appreciation of the real. Swaps or NDF´s that result in a sold position in U.S. dollars are used to accomplish this. Since part of the Company´s debt is denominated in U.S. dollars, currency swaps that may have exposure to interest rates are permitted.

    (iii) Credit risk

    Because derivative transactions can generate gains (amounts receivable) for the Company these potential gains may generate exposure to credit risk in relation to counterparties. To mitigate this risk, transactions are limited to a notional value of US$50 million with each counterparty and maximum maturities of 1 year with banks based in the so-called G7 countries that have a rating equal to or higher than "A-".

       

    (c)

    Risks associated with each market strategy, adequacy of internal controls, and parameters used to manage these risks and results obtained in relation to proposed objectives

    The Company´s strategy in relation to derivatives is limited to hedging against interest rate fluctuations and appreciation of the dollar. The Company has three derivative transactions that fall under this strategy and which expose the Company to the following risks:

    • Strong appreciation of the dollar could result in the fair value of derivative transactions increasing (that is, the Company becomes a bigger loser) considerably as can be seen in the sensitivity table (item (f) of this note);

    • A strong drop in interest rates (TJLP and CDI) could also result in the fair value of derivative transactions increasing (that is, the Company becomes a bigger loser) considerably as can be seen in the sensitivity table (item (f) of this note);

    The Company understands that the main risk is the significant appreciation of the dollar, which is corroborated in the sensitivity table (item (f) of this note). However, since a significant portion of the Company´s sales are linked to the dollar, a possible loss on current derivative transactions (sold position in dollar) would be naturally offset by gains from the Company´s sales revenues. It is Management´s practice to monitor indicators discussed in this note in previous and subsequent evaluations of transactions in order to minimize risks.


    42


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (d)      Fair value of derivative contracts, criteria for evaluation and measurement, methods, and significant assumptions used to determine the fair value
     
      Derivatives held by the Company are as follows:
     
     
  • A conventional swap in which the Company receives TJLP plus interest and pays dollar plus interest. The fair value payable as of December 31, 2008 is R$54,842;
     
     
  • A conventional swap in which the Company receives CDI and pays dollar plus interest. The fair value payable as of December 31, 2008 is R$11,147;
     
     
  • A swap with verification in which the Company receives LIBOR plus interest and pays LIBOR plus smaller interest rate. Strikes are set in dollars and if the quotation is higher than strikes on verification dates, the Company pays the difference between the quotation and the strike. The transaction has a cap (upper limit). The fair value payable as of December 31, 2008 is R$76,525.
     
      The following procedure was adopted for the conventional dollar x TJLP swap:
     
     
  • The base value (R$) is adjusted by the TJLP up to December 31, 2008 and thereafter interest contracted to maturity is added (multiplying effective rate factor – FTE). The result of this procedure is the future value of the TJLP position. Then, the future value of the TJLP position is discounted to present value using the curve for the TJLP (obtained from the BM&F using Pre x TJLP and Pre x DI swaps). The result is the fair of the Company´s asset position;
     
     
  • The base value (US$) is adjusted by the interest rate contracted for the liability position. The result of this procedure is the future value of the dollar position. Then, the future value of the dollar position is discounted to present value using the curve for the dollar (obtained from the BM&F using swaps dollar x DI ). The result is the fair of the bank´s asset position;
     
     
  • Finally, the difference between the fair value of the Company´s asset position and the fair value of the bank´s asset position is calculated. The result obtained is the fair value of the transaction.
     
      The following procedure was adopted for the conventional dollar x CDI swap:
     
     
  • The base value (R$) is adjusted by the CDI rate up to 12/31/2008. The result of this procedure is the fair value of the Company´s asset position;
     
     
  • The base value (US$) is adjusted by the interest rate contracted for the liability position. The result of this procedure is the future value of the dollar position. Then, the future value of the dollar position is discounted to present value using the curve for the dollar (obtained from the BM&F using dollar x DI swaps). The result is the fair value of the bank´s asset position;
     
     
  • Finally, the difference between the fair value of the Company´s asset position and the fair value of the bank’s asset position is calculated. The result obtained is the fair value of the transaction.
     

    43


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

     

    It was decided that the Monte Carlo Model would be used for the swap with verification. In this case, possible trajectories for dollar price quotations are generated based on the quotation for the dollar and implicit volatility obtained from Bloomberg. Based on these quotations, possible payments or receipts are obtained on verification dates. Then, these flows are discounted to present value using the BM&F fixed rate curve. The average of these present values represents the fair value of the transaction.

       

    (e)

    Amounts recorded in asset and liability accounts segregated by category, risk, and market strategy, those intended to hedge assets and those for trading.

    The fair value of outstanding derivative transactions and other related balances were recognized in the financial statements as follows:


            Company       Consolidated
        2008   2007   2008   2007
    Current assets                
    Interest rate SWAP contracts:                
    CDI vs. US$               6,053
    Total current assets               6,053
    Noncurrent assets                
       Long-term assets                
    Interest rate SWAP contracts:                
    TJLP vs. US$       52,605       52,605
    Total noncurrent assets                
       Long-term assets       52,605       52,605
    Current liabilities                
    US$ futures contracts                
    Transaction linked to export prepayment   76,525       76,525    
    Interest rate SWAP contracts:                
    CDI vs. US$           11,147    
    Total current liabilities   76,525       87,672    
    Noncurrent liabilities                
       Long-term liabilities                
    Interest rate SWAP contracts:                
    TJLP vs. US$   54,842       54,842    
    Total noncurrent liabilities                
       Long-term liabilities   54,842       54,842    

    44


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (f) Amounts grouped by asset, referential index, counterparty, trading place, and maturity band

    Counterparty   Asset   Referential index   Maturity band   Notional amount in reais   Exposure in dollars
    Citibank   Conventional Swap   Asset in TJLP Liability in US$     Oct/2010     331,594     170,000
    HSBC   Conventional Swap   Asset in CDI Liability in US$   June 2009 to December/2013   94,014   45,000
    ING     Swap with verification   Neutral in Libor Liability in US$   Apr/2009 to Sept/2009   701,100   300,000

    The transactions informed in the above table are traded in the over-the-counter market.  
    The sensitivity table presented below considers possible future disbursements with  detailed assumptions not reflecting the fair value of transactions:

     
    Transaction   Risk   Probable scenario     Possible scenario 25%   Remote scenario 50%
    Swap with verification 1   Appreciation of dollar   (76,980 )   (136,980 )   (136,980 )
                         
    Dollar vs. TJLP swap   Appreciation of dollar   (25,746 )   (135,803 )   (245,860 )
                         
    Dollar vs. TJLP swap   Drop in TJLP   (25,746 )   (33,703 )   (41,623 )
    Dollar vs. CDI swap   Appreciation of dollar   4,400     (25,970 )   (56,341 )
                         
    Dollar vs. CDI swap   Drop in CDI   4,400     (2,682 )   (9,854 )
    1 Transaction with cap set at R$ 2.50 / US$                  
     
     
    Assumptions for sensitivity analysis                  
    Risk factor       Probable scenario     Possible scenario     Remote scenario  
    Dollar: exchange rate R$ = US$1   2.3000     2.8750     3.4500  
    TJLP: annual interest rate       6.25%     4.69%     3.13%
    CDI: annual interest rate       11.00%     8.25%   5.50%

    45


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (g)

    Gains and losses in the period, grouped by main categories of risk assumed, those recorded in income (loss) and those recorded in shareholders' equity are segregated.


    Breakdown of consolidated gains (losses) on derivative transactions:        
              As of December 31  
        2008     2007  
    Future DI - BM&F   4,017     (60,394 )
    Future US$ - BM&F   172,215     191,903  
    NDF - Non Deliverable Forward   (43,214 )      
    Interest rate Swap   (108,792 )   67,878  
    Sell Target Forward   (3,984,077 )      
    Swap Libor (Prepayment)   (743,718 )      
    Sell Target Forward (NDF)   8,000        
    Total   (4,695,569 )   199,387  

    (h)      Amounts and effects on income (loss) of transactions that no longer qualify as hedged asset transactions, and amounts transferred from shareholders' equity as a result of the recognition of losses and gains on the hedged item.
     
      The Company did not adopt hedge accounting.
     
    (i)      Main transactions and futures commitments covered by cash flow hedge, highlighting terms for financial impact foreseen
     
      The Company did not adopt hedge accounting.
     
    (j)      Amount and type of guarantee margins
     
      Derivative transactions held by the Company do not require guarantees margins.
     
    (k)      Detailed reasons for possible changes in classification of financial instruments
     
      The Company did not present a change in classification of financial instruments.
     
    (l)      First-time adoption of CPC Pronouncement 14
     
      As of December 31, 2007, the Company and its subsidiaries already recognized financial instruments at fair value and followed accounting classifications that were required by CPC Pronouncement 14, approved by the CVM on December 17, 2008. Therefore, the adoption of CPC 14 had no effect on their financial positions as of December 31, 2008 and 2007 or in income (loss) for the years then ended.
     

    46


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    15.1 Non-derivative financial instruments

    (a) Customer credit risk

    The Company may incur losses due to financial difficulties of its customers that lead them to fail to honor their obligations with the Company. To reduce this risk, the Company has an all inclusive credit insurance policy and adopts specific policies for customers not covered under this policy. It may even in some cases use mechanisms of risk mitigation such as advance receipt and letters of credit. The risk of the trade accounts receivable balance is monitored by Management and possible losses identified are recognized in the allowance for doubtful accounts.

    (b) Financial institutions

    The amount of cash investments allocated to financial institutions with a risk rating of “BBB+” will be limited to US$50 million for each business group, observing a limit of 5% of consolidated shareholders' equity for financial institutions that are part of the same business group. The amount invested in institutions with a risk rating of “BBB+” cannot exceed in aggregate 10% of funds invested in the country. In the case of a higher rating, the maximum amount will be up to 10% of the consolidated shareholders' equity of financial institutions in the same business group and the total amount invested in each group will be limited to 20% of the Company´s available cash. In cases where there are two or more ratings from different agencies, the highest will be considered.

    For banks whose parent company is rated at least “A-”, there will be no shareholders' equity limit for the local subsidiary as long as there is sufficient evidence of the parent´s support of its branch´s obligations.

    For institutions that are part of a financial conglomerate, whether an associated company, subsidiary, or branch, consolidated financial statements of the respective business group will be considered both for rating and for limits of shareholders' equity and total funding. Notwithstanding, the comfort supplied by its shareholders will also be analyzed.

    (c) Corporate credits

    Minimum rating of A-, the maximum amount of US$ 20 million per security or asset issued will observe the limit of 10% of the issue value. The amount allocated to corporate credits cannot exceed 20% of the Company’s available cash and the term for the investment cannot exceed 24 months.

    (d) Fair value of other financial instruments

    To determine the fair value of assets and liabilities, amounts were adjusted when applicable based on market or contractual interest rates and changes were recognized in income.

    47


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    The fair values of financial instruments as of December 31, 2008 are as follows:

            Company       Consolidated
        Carrying amount   Fair value    Carrying amount   Fair value
    Assets                
       Cash and cash equivalents   2,028   2,028   20,126   20,126
       Cash investments           120,797   120,797
       Short- and long-term investments   834,200   834,200   868,345   868,345
       Trade accounts receivable   650,769   650,769   654,433   654,433
    Liabilities                
       Trade accounts payable   171,182   171,182   313,102   313,102
       Advances from subsidiary   2,634,362   2,634,362        
       Short- and long-term financing                
    (including interest)   5,746,527   5,746,527   9,691,996   9,691,996

    Considering the Company’s debt portfolio, which includes pre-payment of exports, BNDES, export credit notes and rural credit, currently such debts do not represent parameters for quotation or contract in such a basis that assure their respective market values.

    (e) Balance sheet (consolidated) classified by currency/index            
                        2008
        US dollar   Other currencies   Local indices *     Not indexed   Total
    Assets                    
           Current assets   876,000   1,991   866,830   1,076,625   2,821,446
           Noncurrent assets           64,790   1,242,487   1,307,277
           Permanent assets               7,739,137   7,739,137
           Total   876,000   1,991   931,620   10,058,249   11,867,860
     Liabilities and shareholders' equity                    
           Current liabilities   810,564   52,239   311,240   351,537   1,525,580
             Noncurrent liabilities and minority interest   6,166,057   205,169   2,886,392   122,167   9,379,785
           Shareholders’ equity               962,495   962,495
    Total   6,976,621   257,408   3,197,632   1,436,199   11,867,860

    48


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

                        2007
        US dollar   Other currencies   Local indices *   Not indexed   Total
    Assets                    
       Current assets   655,665   1,677   832,822   867,908   2,358,072
       Noncurrent assets           120,180   452,497   572,677
       Permanent assets               7,006,043   7,006,043
       Total   655,665   1,677   953,002   8,326,448   9,936,792
    Liabilities and shareholders' equity                    
       Current liabilities   75,777   44,145   225,732   566,603   912,257
       Noncurrent liabilities and minority interest   1,624,134   185,657   1,497,057   356,667   3,663,515
       Shareholders’ equity               5,361,020   5,361,020
    Total   1,699,911   229,802   1,722,789   6,284,290   9,936,792
     
    * TJLP, Selic, IGPM, and CDI                    

    49


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

     
    16    Reserve for contingencies and legal obligations under litigation


                                        Consolidated
                                    12/31/2008   12/31/2007
        Opening
    balance
      Addition/
    Reversal
        Inflation
    adjustment
      Payments     Accumulated
    balance
      Escrow
    Deposits linked to
    Accrued
    Litigation
      Net Reserve   Net Reserve
    Labor (a)   36,422   4,783     4,131   (3,938 )   41,398                  16,907   24,491   23,129
    Civil       600     6         606       606    
    Tax                                    
     Social contribution (d)   218,994   523     18,254         237,771       237,771   218,993
     PIS / COFINS (c)   167,030         8,215         175,245       175,245   167,030
     Other (i)   107,467   (68,408 )   3,966   (7,813 )   35,212                  14,780   20,432   92,947
    Total   529,913   (62,502 )   34,572   (11,751 )   490,232                  31,687   458,545   502,099

    50


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

      The Company and its subsidiaries, jointly-owned subsidiary, and associated company are parties to litigation of a tax, civil, and labor nature as well as others in progress in which matters are being challenged at both the administrative and judicial levels and, when applicable, are backed by escrow deposits. Based on the opinion of its legal counsel, Management believes that the legal actions taken in each situation are sufficient to preserve the shareholders’ equity of the Company, subsidiaries, jointly-owned subsidiary, and associated company and no additional reserve is required as of December 31, 2008.
     
      In addition to the recorded reserves there are other contingent liabilities distributed among tax, civil, and labor litigation, mostly prior to 2008 and for which no solution is foreseen in the near term. These lawsuits in the amount of R$562,364 (R$518,047 in the Company) are considered as possible loss for which a reserve is not required, based on the assessment of the legal counsel.
     
      Escrow deposits that represent restricted assets of the Company and its subsidiaries are related to amounts deposited and held by the courts until the litigation to which they are linked is resolved. Escrow deposit balances for which no reserve for contingencies was recorded totaled R$12,218 for the Company and R$21,147 in the Consolidated as of December 31, 2008 (R$11,806 and R$17,764, respectively, as of December 31, 2007) and are classified under “Escrow deposits” in noncurrent assets
     
    (a)      Labor
     
      Labor lawsuits involving large amounts relate to payment of inflation adjustment differences (economic plans) on the 40% fine for FGTS and health hazard/hazardous duty premium.
     
      As of December 31, 2008, the Company had reserves in the amount of approximately R$31,000 (Consolidated - R$41,400) to cover possible unfavorable decisions in the labor area, as well as escrow deposits in the approximate amount of R$16,100 (Consolidated - R$25,700).
     
    (b)      Brazilian Social Security (INSS)
     
      In March 1997, the Company received notifications from the Brazilian Social Security Institute (INSS) related mainly to housing salary. Inspectors understood that the low values for employee rents were a fringe benefit (salary in kind) and, as a consequence, the respective social security payments were less than they should be. The Company is involved in a Declaratory Action challenging these notifications in order to have the notifications annulled, in the amount of approximately R$3,000. The Superior Court of Justice favorably decided on the special appeal for one of the lawsuits in favor of the arguments presented by the Company.
     
      As of December 31, 2008, the Company had escrow deposits in the approximate amount of R$3,600. Based on the formal opinion of its outside legal counsel, which considers the likelihood of loss in this lawsuit to be remote, no reserve was recorded to cover possible unfavorable outcome.
     

    51


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (c)      PIS/COFINS
     
      The Company obtained a Court Injunction against the change in the basis of calculation of these taxes, as well as against the increase in the COFINS rate established by Law 9,718/98, on the grounds of unconstitutionality.
     
      The favorable decision was issued in November 2001. Due to unfavorable court decisions at the time for other taxpayers in similar lawsuits, on August 29, 2003 the Company decided to partially withdraw the lawsuit filed and chose to enroll in the PAES program – special payment in installments totaling R$56,241 – introduced by Law 10684/2003, the current balance of which is approximately R$58,300, and maintained only the lawsuit related to currency fluctuations.
     
      Notwithstanding the petition for waiver, in view of the decision rendered by the Federal Supreme Court (STF), which ruled that the change in the basis for calculation of the PIS and COFINS is unconstitutional, the Parent Company filed for a Restraining Order to ensure its right not to pay the PAES installments relating to such modification, and the petition was granted. The amount relating to the PAES installments that were not paid as a result of such court order, for the months from July 2006 through December 2008, is approximately R$18,700, already inflation updated using the TJLP interest rate. In February 2009, the decision of the Superior Court of Justice (STJ) in favor of the Parent Company was published determining that the decision of the Second District Federal Court be overturned, which homologated the partial withdrawal of the lawsuit originally filed.
     
      The amount disputed in relation to currency fluctuations in the months from February 1999 to September 2003 is approximately R$175,200 as of December 31, 2008 (R$167,000 as of December 31, 2007), already inflation adjusted using the Selic rate and adequately reflected in the reserve for contingencies and legal obligations under litigation.
     
      In September 2007, based on the opinion of its legal counsel, Company Management reversed the amount of approximately R$73,800 of the reserve relating to the levy of such taxes on currency fluctuations, in view of the provisions contained in Article 150, paragraph 4, of the Brazilian National Tax Code (CTN).
     
      Given decisions issued by the STF in similar cases, recognizing the unconstitutionality of the modification in the base for calculation of the PIS and COFINS, which has been repeatedly followed by court and administrative jurisprudence, making the issue virtually a settled matter, the Company’s Management is convinced that the likelihood of loss in this case is remote. Nonetheless, due to the recent pronouncement of IBRACON, as of December 31, 2007, the Company adopted a conservative approach and recognized again the portion of the reserve previously reversed.
     

    52


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (d)      Social contribution – non-levy on export revenues
     
      In September 2003, the Company obtained a restraining order that gave it the right to not pay the Social Contribution (CSLL) levied on export revenues, and assured the right to utilize for offset the amounts unduly paid for such tax, adjusted using the SELIC rate, in the amount of R$237,800 as of December 31, 2008 (R$219,000 as of December 31, 2007), for which a reserve was recorded. The Company is awaiting a decision in relation to the appeal filed by the Brazilian federal government.
     
    (e)      Income Tax (IRPJ) – Deductibility of the social contribution
     
      On June 29, 2005, the Parent Company was assessed in relation to the deductibility of CSLL from taxable income for IRPJ purposes for fiscal years 2000 and 2001, and the reserve as of June 29, 2005 was supplemented by the amount of R$3.6 million, totaling R$38 million.
     
      In July 2005, in view of previous court decisions, the Company decided to pay the amount assessed, although it recalculated the basis for calculation and determined the amount of R$24.4 million. The Company filed an administrative challenge to the balance of the amount assessed, and the assessment was upheld at the first administrative level. The Company has appealed this decision and is awaiting judgment. In addition, it has maintained the lawsuit challenging the alleged non-deductibility.
     
    (f)      IRPJ/CSSL – full offset of tax loss carryforwards
     
      On June 29, 2005, the Company was assessed in relation to full offset of tax loss carryforwards for IRPJ and CSLL purposes for calendar years 2000 and 2001, as well as relating to full offset, in fiscal year 2000, of the tax loss generated during the period it was eligible to the export tax benefit known as BEFIEX. The Company challenged the assessment at the first administrative level but it was upheld. The Company appealed this decision and in June 2008 obtained a favorable decision from the Finance Ministry’s Board of Tax Appeals (CCMF), which unanimously ruled that the assessments levied by the tax authorities were groundless.
     
      As a consequence of the above decision, the Company, corroborated by its outside legal counsel, assessed that the likelihood of loss regarding such contingency is remote. Accordingly, as of June 30, 2008, the reserve relating to interest and fine was reversed with positive impacts on the Company’s results by R$29,928 and R$14,416 under the captions “financial expenses” and “other operating expenses”, respectively.
     

    53


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

     (g)  State value-added tax (ICMS)
     
      On October 20, 2006, the Company received notifications from the Espírito Santo State Finance Department, in the amount of R$75.8 million, dealing basically with failure to comply with accessory obligations and unduly taking credits for the state value-added tax (ICMS) on supplies and fixed assets. The Company elected to make payment of part of the amount assessed and challenged the total amount of R$75.5 million, of which R$11.6 million has already been decided in favor of the Company. In March 2008 the Company was served process in tax collection lawsuits arising from three notifications where the courts ruled unfavorably in the amount of R$58.5 million, and appeals were filed. Based on the formal opinion of its outside legal counsel, which considers the likelihood of loss in this case to be remote, no reserve was recorded to cover possible unfavorable outcomes.
     
    (h)      Public civil lawsuits - Eucalyptus forest tracts in the State of Grande do Sul
     
      In 2007 a number of Non-Governmental Organizations (NGOs) and the Federal Public Prosecution Office in the State Rio Grande do Sul filed two Public Civil Lawsuits challenging the validity of the procedures adopted by State Environmental Protection Agency (FEPAM) when issuing environmental licenses for eucalyptus plantations in that state. A restraining order was initially granted, determining that FEPAM should suspend the issuance of environmental licenses for planting eucalyptus tracts and transferring jurisdiction for this to IBAMA (the Brazilian Environmental Institute). The order was suspended by the Fourth Federal District Court at the request of the state´s government. The Company believes that such suspension will be confirmed by the court’s definitive decision on the merits of the case. Based on the opinion of its outside legal counsel, who assesses the likelihood of loss as possible, and in view of the impossibility to accurately estimate the amount involved in the demands, no reserve was recorded to cover possible unfavorable outcomes.
     
     (i)    Other
     
      Based on the opinion of its outside legal counsel, the Parent Company also has a reserve for other tax contingencies where the likelihood of loss is assessed as probable in the total amount of R$29,400 (R$35,800 in the Consolidated relating to tax and civil matters involving the subsidiaries and jointly-owned subsidiary). For these other contingencies, the Company has escrow deposits in the approximate amount of R$23,100 (Consolidated R$23,500).
     

    54


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    17      Shareholders’ equity
     
      (a) Capital and reserves
     
      Subscribe and paid-up capital as of December 31, 2008 and 2007 is R$2,871,781, represented by 1,032,554,000 registered shares without par value, of which 455,391,000 are common shares, 27,957,000 (27,958,000 in December 2007) are class A preferred shares, and 549,207,000 (549,205,000 in December 2007) are class B preferred shares. Class shares A can be converted into class B shares, but not into common shares, at any time at the discretion and cost of the shareholder. The conversion ratio is 1:1 (one class A share per one class B share). Company shares are under the custody of Banco Itaú S.A.
     
      The market value of common shares and class A and class B preferred shares, based on the last quotation, before December 31, 2008, was R$3.98, R$4.05 and R$2.49 per share, respectively.
     
      Under the Company’s bylaws, preferred shares are nonvoting, but are entitled to capital reimbursement in case of Company liquidation. Preferred shares are entitled to dividends 10% higher that dividends paid on each common share, but without receiving priority over common shares. Without prejudice to such right, class A preferred shares are entitled to receiving priority of minimum dividends of 6% p.a. on the portion of capital represented by such shares.
     
      As required by Article 189 of Law 6604, as amended, the Company made the absorption of losses for the year at R$389,485 against the balance of legal reserves and the balance of R$1,988,754 of reserves for investment. Additionally, as permitted by Article 200 of the referred Law, the Company's management proposed the absorption of the year loss in the amount of $162,209 against the balance of capital reserve - tax incentives.
     

    55


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    The Company presents below share rights, privileges and conversion policy:

        Common shares     Class A preferred shares     Class B preferred shares
    Voting   Yes  
    • No, except when no dividends are paid during three consecutive years. In this case, shareholders preserve this right until late dividends are paid.
     
    • No, except when no dividends are paid during three consecutive years. In this case, shareholders preserve this right until late dividends are paid.
    Privileges     None  
    • Priority in capital reimbursement if the Company is liquidated;
    • Right to receive dividends 10% higher than dividends paid on common shares.
    • Priority in receiving minimum dividends of 6% p.a. on the capital represented by such shares, equitably divided among such shares.
     
    • Priority in capital reimbursement if the Company is liquidated;
    • Right to receive dividends 10% higher than dividends paid on common shares.
    Conversion features     None  
    • Can be converted into Class B preferred shares, but not into common shares, at any time, at the discretion of the shareholder, who will bear the conversion costs. Conversion ratio 1:1.
     
    • Cannot be converted into Class A preferred shares or common shares.

    (b) Dividends and interest on capital

    Company bylaws provide for a minimum annual dividend of 25% of net income, adjusted by the changes in reserves, as provided for by Brazilian Corporate Law.

    Pursuant to Law 9249, of December 26, 1995, in 2008 and in 2007 the Company opted to pay to shareholders interest on capital calculated on shareholders' equity accounts limited to the daily pro rata fluctuation of the long–term interest rate (TJLP), in the amount of R$155,000 (R$298,900 in 2007).

    Based on the Company’s operating cash generation capacity, in addition to the declared interest on capital, the Annual Shareholders' Meeting held on April 30, 2008 approved the payment of dividends for 2007 in the amount of R$200,000, corresponding to R$202.18 per thousand A and B preferred shares and R$183.80 per thousand common shares.

    56


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

      (c)Treasury shares
     
      As of December 31, 2008, the Company held in treasury 483,000 common shares and 1,483,000 class B preferred shares, whose market values per share, as of that date, were R$3.98 and R$2.49, respectively.
     
    18      Pension plan - ARUS
     
      ARUS - Fundação Aracruz de Seguridade Social is a nonprofit, close-end pension fund which operates as a multi-sponsor fund. In September 1998, the previously existing pension plan was replaced by a defined contribution pension plan (Arus Pension Plan).
     
      The Company sponsors the Arus Pension Plan. In 2008, Aracruz’s total contribution to the plan was R$7,207 (R$6,573 in 2007).
     
      Should the sponsor withdraw from the Arus Pension Plan, the sponsor’s commitment calculated pursuant to CPC Resolution 06/88 is fully covered by the assets of the plan.
     
    19      Insurance
     
      In view of the nature of its operations, the Company adopts the policy of contracting insurance coverage according to the different typical risks (manufacturing, forests and port). Based on systematic risk analyses together with modern insurance techniques, the Company contracts insurance based on the maximum possible loss and loss of income concept, which corresponds to the maximum amount subject to destruction in a single event.
     
      As of December 31, 2008, the Company’s assets were insured against operational risks for a total amount of approximately US$1.8 billion, corresponding to the maximum compensation threshold per event.
     
    20      Tax incentive - ADENE
     
      As Aracruz is located within the jurisdiction of the Northeast Development Agency (ADENE) and inasmuch as the pulp and paper industry is considered a priority for the development of the region (Decree 4213 of April 16, 2002), in December 2002 the Company claimed and was granted by the Federal Revenue Service (SRF) the right to a business income tax reduction benefit and nonrefundable surcharges on the operating profit of plants A and B (period from 2003 to 2013) and plant C (period from 2003 to 2012), after the approval by ADENE of the related Incentive-Granting Reports.
     

    57


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    On January 9, 2004, the Company received Official Letter 1406/03 from the Extrajudicial Administrator of the former Northeast Development Authority (SUDENE), informing that “pursuant to re-examination by the Legal Advisors of the Ministry for Integration as regards the scope of the tax incentive previously granted” it considered that the benefit previously granted to and utilized by Aracruz was unjustified, and was thereafter revoked.

    During 2004 and 2005, ADENE issued several acts canceling the tax benefits, which were repeatedly challenged and/or contested by the Company, although so far no final court decision has been issued in relation to the merits of the claim.

    Nevertheless, in December 2005 SRF issued a notification requiring the payment related to the tax incentives utilized until then, plus interest, even though without imposition of fine, totaling R$211 million. The Company filed an objection against this notification but the notification was upheld at the first administrative level. Aracruz appealed against this decision and in September 2008 the Board of Tax Appeals partly accepted the assessment made by the tax authorities and recognized the Company’s right to utilize the tax incentive up to the year 2003, revoked the right to the tax incentive in 2004, thus maintaining an assessment of R$47 million. The Company is presently awaiting the publication of this decision so that it can file an appeal against the decision regarding 2004.

    The Company’s management, based on the opinion of its legal counsel, believes that the decision to cancel said tax benefits is incorrect and should be annulled, both as regards the benefits already utilized and the remaining benefit period. As regards the benefits utilized through 2004 (R$142,858 as of December 31, 2004), Management understands, based on the opinion of its legal counsel, that the requirement to pay is groundless, as the Company utilized the benefits strictly within legal parameters and in conformity with SRF acts and the Incentive-Granting Reports issued by the ADENE.

    As regards the remaining benefit periods, which extend through 2012 (plant C) and 2013 (plants A and B), Management and its legal counsel understand that it is illegal to revoke benefits granted contingent upon the compliance with preset conditions (implementation, expansion or modernization of industrial undertaking), and that such vested rights to utilize the benefits are ensured until the end of the periods set forth in the Law and in the acts granting the benefits

    Even though the Company is sure of the legitimacy of its rights, in light of the events that occurred in 2004 and 2005, which evidence ADENE’s and SRF’s intention to cancel the tax benefits, the Company decided to adopt a conservative approach and discontinue the recording of the utilization of tax benefits starting 2005, until such a final court decision is issued.

    The likelihood of an unfavorable outcome in relation to the tax benefits already utilized through 2003 is assessed as remote by Management and its legal counsel. As regards the tax benefits already utilized in 2004 and those to be utilized starting 2005, the likelihood of an unfavorable outcome is assessed as possible and, as a result, no reserve has been recognized.

    58


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    21      Reconciliation of Company and consolidated shareholders’ equity and net income (loss)
     
        2008     2007  
    Shareholders’ equity            
    Shareholders’ equity – Company   947,598     5,403,243  
    Unrealized income   (145,768 )   (85,775 )
    Unrealized shipping expenses   32,867     21,800  
    Income tax and social contribution on unrealized results   38,386     21,752  
    Allowance for inventory losses   89,412        
    Shareholders’ equity - consolidated   962,495     5,361,020  
     
    Results of operations   2008     2007  
    Net income (loss) for the year - Company   (4,270,575 )   1,020,617  
    Unrealized income (loss)   (59,993 )   37,055  
    Unrealized shipping expenses   11,067     (4,348 )
    Income tax and social contribution on unrealized (realized) results   16,634     (11,120 )
    Allowance for inventory losses   89,412        
    Net income (loss) - consolidated   (4,213,455 )   1,042,204  

    22      Commitments
     
     (a) Acquisition of chemical products (take-or-pay contract)
     
      As part of the sale of the electrochemical plant to Canexus Química Brasil Ltda. (Canexus) in 1999, the Company and Canexus entered into a long-term contract for the supply of chemical products by Canexus, revised in 2002 to include additional volumes. Under the take-or-pay clause, the Company is committed to buying a conservatively projected volume of chemical products. Volumes purchased by the Company above the agreed minimum volume in a given year can be offset against volumes purchased below the minimum volume in subsequent years. For purchases in volumes below the agreed minimum volume, the Company pays price provided for by the contract. There are committed volumes until December 2008 related to the contractual amendment entered into in 2002.
     

    59


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (b)      Wood supply
     
      The Company entered into a barter contract with Suzano Papel e Celulose S.A. to lend 1,700,000 cubic meters of eucalyptus wood, which were received through September 2005. The remaining balance as of December 31, 2008 is 226,00 cubic meters (1,075,000 cubic meters as of December 31, 2007) of eucalyptus wood and, based on its present forest formation costs, the Company has recorded R$3,751 (R$11,395 as of December 31,2007) in liabilities. The contract provides for the return of an equivalent volume on similar operating conditions during the first half of 2009.
     
      On August 8, 2008, the Company entered into a new barter contract with Suzano Papel e Celulose S.A. to lend 400,000 cubic meters of eucalyptus wood. The 401,000 cubic meters received are based on the current forest formation costs and tree harvesting costs of the Company, which recorded R$13,254 in liabilities. The contract provides for the return of an equivalent volume on similar operating conditions starting July 2010.
     
    (c)      Policy Adjustment Commitment - Indigenous Communities
     
      In the first half 1998 the Company signed Policy Adjustment Commitments under which the Company, the National Amerindian Foundation (FUNAI), and the Indigenous Communities recognize the legitimacy of Ministry of Justice Administrative Rules 193, 194 and 195, all dated March 6, 1998, which determined the expansion of the Indian reservations by 2,571 hectares of land belonging to Aracruz. The Company committed to provide financial aid to the Indigenous Communities Associations through social, agricultural, educational, housing and health projects, up to an amount of approximately R$13,500 (historical amount), monthly adjusted for inflation based on the higher of the general market price index (IGP-M) or the consumer price index (IPC), or any other index that replace them. The amount of this financial aid should have been disbursed over a 20-year period, contingent upon the accomplishment of certain clauses and terms.
     
      Even though the Policy Adjustment Commitments were still in force, in 2005 some members of the Indigenous Communities invaded forest areas and the Company’s plants. As the invasion represented a breach of the Policy Adjustment Commitments by the indigenous communities, the Company, after having notified the Indigenous Communities Associations, the FUNAI and the Public Prosecution Office Federal, suspended all its commitments starting May 2005.
     
      Until May 2005 and while the Policy Adjustment Commitments were being complied with, the Company had transferred R$9,597 to the Indigenous Communities.
     

    60


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    On February 17, 2006, FUNAI published Resolutions 11 and 12 approving the conclusion of a working group set up under FUNAI Administrative Rule 1299/05, which recommended expansion of the current Indian reservations by approximately 11,000 hectares, comprising almost the entire land owned by Aracruz. Confident on the legitimacy of its rights, the Company filed an objection of such Resolutions on June 19, 2006. Early 2007, the Minister of Justice, which has the authority to decide on the matter, returned the administrative proceeding to FUNAI, determining that more in-depth studies should be conducted “for the purpose of preparing an appropriate proposal that reconciles the interests of all parties concerned.”

    On August 27, 2007, through Administrative Rules 1463 and 1464, the Ministry of Justice accepted the conclusions of the Working Group set up under FUNAI Administrative Rule 1299/05 and determined the expansion of the indigenous territories by 11,000 hectares, 98% of which, i.e., approximately 10,700 hectares, corresponded to land owned by Aracruz.

    The land dispute involving Aracruz Celulose and the indigenous communities of Espírito Santo came to a conclusion at the end of 2007. On December 3, a final Policy Adjustment Commitment was signed at the Ministry of Justice in Brasilia, which encompasses the rights and obligations of each party (Aracruz, the Indians and FUNAI) in the process of transferring approximately 11,000 hectares of land to the indigenous communities and assuring that all the eucalyptus wood planted in the area, approximately 6,800 hectares of forests, will be harvested by the Company as compensation for improvements made. Expansion of the Indian reservations still requires ratification by decree to be signed by the President of the Republic, when land title and ownership will be effectively transferred.

    The agreement, which was monitored by all the authorities involved in the negotiation process, including the Attorney General and FUNAI, which engaged an independent firm that carried out the physical demarcation of the land, prescribes that both parties waive any present or future actions on this matter. The agreement was ratified in March 2008 by the Federal Court of Linhares, State of Espírito Santo.

    Before the execution of the agreement, the terms and conditions of the Policy Adjustment Commitment were submitted to indigenous communities and approved at a meeting held on October 16, 2007 and ratified by them at another meeting held on November 28, 2007 as recommended by Convention 169 of the International Labour Organization (ILO) on indigenous and tribal communities, of which Brazil is a signatory.

    Aracruz considers the settlement a sustainable solution that seeks a balance among the different interests of the parties concerned, to the extent that it makes it feasible for the Indians to expand their land and provided the Company with the legal security that such reservation will not be expanded in the future.

    61


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    (d) Guarantees and Collaterals

    As of December 31, 2008, there are guarantees and collaterals provided to other subsidiaries and jointly-owned subsidiary, related to third-party loans and litigation, as follows:

    Veracel Celulose S.A.   508,316
    Portocel - Terminal Especializado de Barra do Riacho S.A.   94,014
        602,330

      (e) Compliance with legislation
     
      Forestry and manufacturing activities of the Company are subject to Federal and State environmental legislation. Management is convinced that it complied with all the applicable environmental regulations, in all its material aspects.
     
    23      Sales by geographic area
     
      The Company’s sales classified by geographic area are as follows:
     
            Company       Consolidated
        2008   2007   2008   2007
    North America   1,138,566   961,136   1,487,834   1,378,063
    Europe   701,869   787,436   1,620,065   1,829,797
    Asia   543,717   522,113   747,774   867,740
    Other   2,058   6,776   2,057   6,776
    Total   2,386,210   2,277,461   3,857,730   4,082,376
      
    Geographic areas are determined based on the location of customers.        

    62


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    24      Financial income (expenses)
     
              Company     Consolidated  
        2008     2007     2008     2007  
    Financial income                        
       Income from cash investments   92,467     80,422     98,398     100,537  
       Inflation/exchange rate gains   100,099     (15,713 )   294,476     (99,993 )  
    Other financial income   15,437     13,865     19,808     15,540  
    Subtotal   208,003     78,574     412,682     16,084  
    Financial expenses                        
       Expenses on financial transactions   282,624     222,708     262,975     226,158  
       Interest on capital   155,000     298,900     155,000     298,900  
       Inflation/exchange rate losses   1,494,607     (543,271 )   1,209,390     (392,447 ) 
       Other   9,940     46,968     14,344     52,942  
    Subtotal   1,942,171     25,305     1,641,709     185,553  
         Gains (losses) on derivative transactions   (1,586,653 )   199,387     (4,695,569 )   199,387  
    Total financial (income) expenses, net   3,320,821     (252,656 )   5,924,596     (29,918 )  

    25      Other operating expenses (income)
     
              Company     Consolidated  
        2008     2007     2008     2007  
    Allowance for (reversal of) losses on tax                        
       credits   135,804     (104,925 )   141,640     (84,425 )
    Discount on sale of ICMS credit   1,877     29,408     1,877     29,408  
    Negative goodwill on acquisition of                        
       Riocell   112,577     112,577     112,577     112,577  
    Reserve for labor lawsuit   6,448     8,924     10,971     8,924  
    Net sale of property, plant and equipment   (19,804 )   4,880     3,882     8,911  
    Other, net   (2,235 )   (9,528 )   (8,713 )   129  
    Total   234,667     41,336     262,234     75,524  

    63


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    26      Remuneration of Key Management Personnel
     
      During 2008 and 2007, Management remuneration was charged to expense as follows:
     
            Company   Consolidated
        2008   2007   2008   2007
    Remuneration of the Management                
    Council (Board)   2,274   2,242   2,274   2,242
    Remuneration of Management and of the                
    Executive Directors   8,172   14,099   8,436   14,356
    Total   10,446   16,341   10,710   16,598

    The Company pays part of the variable remuneration of its executives based on shares, as shown below:

                       
    Level of Executive       Basis of Calculation
    Directors   Computation of "phantom shares"   Average quotation of the ADR on the New York Stock Exchange on the final Day of the year, multiplied by the US$ Exchange Rate on the day that the award of shares is approved.
        Payment of "phantom shares"   Average quotation of the ADR on the New York Stock Exchange for the six months prior to the first day of the month of payment.
    Managers     Computation and Payment of "phantom shares"   Average quotation of the market value of Class B Preference Shares (PNB) of the Company in December of each year.

    The executives who take part in this plan have their annual performance review assessed in comparison with pre-established targets and objectives to be met during the year. Based on this, a determination is reached as to the amount of variable remuneration to which the executive is entitled and which will be paid in the future under the terms of the plan. The reference value awarded is divided by the share reference price, calculated as per the above Schedule. The resulting amount is equivalent to a certain number of shares (Phantom Shares) which will be used as a basis to pay the executive in the future, upon completion of the period of three consecutive years of employment. The amount to be paid at that time will be equivalent to the change in the value of the phantom share award over the period in which the executive has held the shares (i.e., between the date of the award and the date of payment).

    These awards are settled in cash, without issue of shares or delivery of shares to the participants.

    64


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    In December 31, 2008 and 2007, the company had the following obligations with variable share based remuneration:

                    2008             2007
        Managers     Directors     Total     Managers   Directors   Total
    Number of ADR's (thousands)         44     44         65   65
    Number of stocks (thousands)   435           435     437       437
    Balances payable   853     6,460     7,313     5,951   10,010   15,961
    Charge (reversal)   (3,380 )   (105 )   (3,915 )   1,342   5,280   6,622

      The company has no post-employment benefits or benefits arising on the rescission of employment contracts.
     
      During 2008, there were no significant transactions between the Company and key Management personnel.
     
    27      Supplemental information
     
    a)  Agreement to provide maritime shipping services
     
      As of December 31, 2008, the Company had a long-term agreement to provide maritime transport services, entered into with the related party Companhia de Navegação Norsul (“Norsul”), see Note 8 (b). In compliance with CVM Deliberation Nr. 554/08, which approved and made mandatory for all public quoted companies the Technical Pronouncement CPC 06 (Leases), the Company analyzed the referred Contract, and concluded that it has characteristics that allow it to be classified as an operating lease.
     
      The contract, which covers a 20 year period, is for the provision of coastal cargo services to the Company, using pushers and barges owned by Norsul. Under the contract, Norsul carries raw material (wood) for the Company from the Caravelas Terminal, in the State of Bahia, to Portocel, in the State of Espírito Santo.
     
      At term, the contract terminates automatically, without the Company having any purchase option for the vessels. There is neither transfer of ownership of vessels nor any transfer of any substantial risk to the Company. The Company has a purchase option only in the event of a contractual rescission motivated by Norsul.
     

    65


    Aracruz Celulose S.A. and Subsidiaries

    Notes to the Financial Statements
    for the Years Ended December 31, 2008 and 2007
    (In thousands of Brazilian reais – R$)

    Additionally, the referred Contract does not foresee contingent payments, or restrictions imposed by agreements of commercial leasing, such as those relating to dividends and interest on shareholders’ equity and additional debt.

    During 2008, the Company paid the amount of R$26,645 for the rendering of services covered by this contract. The minimum future commitments of the contract depend on the volumes to be transported and on variable costs which are billed as incurred. Management estimates that the values corresponding to the year of 2009 will be at a similar level to that of 2008.

       
    28 Subsequent event
       
    a) Votorantim increase its interest in Aracruz

    As disclosed to the market in a relevant fact published on January 20, 2009, on March 5, 2009, the Company’s management was informed that Votorantim Celulose e Papel S.A. (“VCP”) had entered into an agreement to acquire, directly or through a subsidiary, Aracruz common shares representing approximately 28% of the voting capital, held by the Safra family, upon exercise of the tag along right as a result of the transaction carried out with the Lorentzen, Moreira Salles and Almeida Braga families (the “families”), as disclosed to the market in a material fact disclosed on January 20, 2009.

    The transaction will be settled by the end of April 2009, under the terms and conditions of the agreement. Once the transaction is settled, thus closing the negotiation previously conducted with the families, VCP will directly and indirectly hold approximately 84% of the voting capital of Aracruz.

       

    29

    Authorization to conclude the financial statements

    The Company’s Board of Directors authorized the completion of these financial statements on March 26, 2009, so that subsequent events occurring until this date that might have impacted on the financial statements are herein considered.


    66


    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    This notice is not an offer to sell or an offer to buy securities in the United States. Any transactions involving offers of securities or offers to buy securities referred in this notice will not be carried out in the United States absent registration or an exemption from registration.

    Value Creation

  • CELLULOSE MARKET
  • The global economy faces its worst crisis in recent years. The loss of confidence spread through the market and the reduced availability of credit decreased overall economic activity, harming investors, companies and consumers. With the reduction of demand in all sectors, the pulp and paper industry has been heavily affected, as for all commodities.

    In this context, the global demand for printing and writing papers fell by 5.5% recorded in 2008, mainly in the larger consumer markets - the United States, Europe and Japan.

    The global pulp market, which until mid-2008 had shown an excellent performance, shrunk significantly in the last quarter of the year. After growing about 5% in the first half, the global demand for market pulp reduced a lot in the second half of the year, ending with fall of 0.9% in the year.

    The most common perception is that the United States, which announced the largest economic stimulus package, will come out of the recession between mid and late 2009, thereby contributing to the stabilization and growth of other regions. This scenario, allied with cuts to the existing capacities and the postponement or cancellation of new projects, must stop the deterioration of the balance between supply and demand and may result into a better scenario for the industry still in 2009.

  • STRATEGY
  • Since the beginning of the global crisis worsening in the financial markets, with the consequent slowdown of major economies and decrease of demand by major commodities, Aracruz has taken measures to preserve operational efficiency and ensure its liquidity in the adverse scenario.

    The Company's strategic focus in the coming years, will be the emphasis on operational excellence to ensure greater cash flow, by reducing costs and expenses. These measures have started to generate positive results for the Company's operating performance, reducing its cash production cost, and permitting it to manage a higher level of debt in an environment of restricted credit.

    The Company's growth plan has been reassessed, leading to the postponement of capacity expansion projects, reducing the capital investments estimates for the coming years.

    Among the main measures already adopted by Aracruz in 2008, we point out the costs and operational expenses reduction, and postponement of the expansion of Guaiba Units (RS) and Veracel (BA).

    67


    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

  • GOVERNANCE

    Corporate Reorganization –Votorantim Celulose e Papel (VCP) reported having completed negotiations with the members of Lorentzen, Moreira Salles and Almeida Braga families (Arapar Group) to purchase approximately 28% of the voting capital of Aracruz Celulose, for the amount of R$ 2.71 billion. Subsequently, on March 5, 2009, the Safra family exercised its tag along right, selling its share of approximately 28% of the voting capital.

    As result, VCP will own a share of 84% of the voting capital of Aracruz.

    Changes in financial management - Aiming to strengthen its governance and the financial area, the Company announced on November 17, the creation of the Control and Risk Management Board, in addition to the Financial and Investors Relation Board, which will monitor the activities related to financial and operational risks. On the same date, the executives Marcos Grodetzky and Evandro Coura assumed, respectively, as director of Finance and Investor Relations and director of Control and Risk Management of the Company.

    Internal controls - Besides the creation of a new Board of Control, the Company hired, by the end of 2008, PricewaterhouseCoopers to recommend best practices for internal controls and issue a diagnosis of the models for risk management and self assessment. Based on this diagnosis, the Company is reviewing its internal controls and implementing improvements in the management of corporate risks and self assessment practices.

    The main stages of this work include the revision of the governance model; process and controls framing, review of the financial policy and competence levels, and review of the reporting structure. As result, changes will be made in part of its organizational structure, strengthening, mainly the functions of financial and operational risks monitoring.

    Related to the process review, a detailed plan is in the final stage of drafting with recommendations for controls (approvals, reconciliations), automation, optimization and changes in wording and flow of activities and control matrix, which should result in new reports and flows suggestions. The reporting structure will be determined according to the information needs of senior management, and of the committees of the Board of Directors.

    So far, some steps have already been taken, including revisions of the approvals flow and the definition of a new model for risk management. Therefore, a high standard in the management of corporate risks is expected in the short term.

    Policy with respect to independent auditors - As required by CVM Instruction No. 381/03, Aracruz adopted as formal procedure, prior to hiring other professional services not related to accounting external audit, consultation with the Independent Auditors. This measure aims to assure that the execution of such services does not affect the independence and objectivity necessary for the execution of the independent audit, and obtain approval of its audit committee.

    68


  • Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    Additionally, accordingly to CVM Instruction No. 381/2003, services contracted with the Company's current external auditors (Deloitte Touche Tohmatsu Auditores Independentes), for the fiscal year of 2008 to the Company and its subsidiaries, jointly-controlled and affiliate were:

    Date of hiring services   Time-period     Nature of services   Total value of fees (in R$)   % in relation to audit fees
    February 2008   12 months   Audit   1,540,000.00    
    May 2008   5 weeks   Services related to audit   130,000.00   8.44%
    Several   -   Tax requirements review (Brazil and abroad)   35,354.00     2.30%

    Summary of the reasons explanation of Independent Auditors - Deloitte Touche Tohmatsu as Item IV, art. 2 of CVM Instruction No. 381/03:

    The execution of other professional services not related to the external audit described above does not affect the independence or objectivity in the conduct of external audit examinations of the Company and its subsidiaries / affiliates.

    The policy of acting with the Company in providing services not related to external audit is based on the principles that preserve the independence of the independent auditor, including: (a) the auditor should not examine his own work, (b) the auditor must not exercise management functions in companies where he performs external audit services and (c) the independent auditor should not promote the interests of the audited entity, none of which occurred during the rendering of services.

  • ECONOMIC AND FINANCIAL PERFORMANCE
  • •                   
    Consolidated statement of income (in millions of $ - Corporate Law)                  
        2008   2007   var%
    NET OPERATING REVENUE   3.697     3.847     -4 %
    Cost of products sold   2.545     2.471     3 %
    GROSS PROFIT   1.152     1.376     -16 %
    Commercial, administrative and other operational expenses   578     374     55 %
    RESULTS OF OPERATIONS EXCLUDING FINANCIAL RESULTS   574     1.002     -43 %
    Net financial expenses, monetary variation and others   5.930     (27 )   -  
    Income tax and interest on shareholders’ equity reversal   (1.143 )   (13 )   -  
    CONSOLIDATED NET INCOME   (4.213 )   1.042     -  
    CONSOLIDATED ADJUSTED EBITDA (**)   1.422     1.669     -15 %
    (**) Without the accounting adjustments that do not affect operating cash generation.                  
                     

    Net operating revenue was primarily impacted by lower sales volume of pulp (-6%), compared with 2007, while the average net price of pulp was slightly higher than the previous year, as the effect of dollar appreciation against the real (6% - average) almost offset the increase in the price of the product in U.S. dollars (7%).

    69


    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    The cost of products sold (cellulose) was impacted primarily by increased cost of production, due to the increase in the price of raw materials, and the higher cost of pulp purchased from Veracel, greater than the cost of freight, partially compensated by the fall of 6% in volume sold.

    Commercial, administrative and other operational expenses showed an increase of 55% in comparison with 2007, due mainly to the recovery of the provision for loss of VAT credits that was reversed in 2007 due to expected sales of credit and the establishment of the provision of credits earned in 2008. At the end of the year, the balance of provision for possible credit losses on ICMS was $ 360 million.

    As result, the operating cash generation, measured by EBITDA adjusted for non-cash items, was R $ 1.4 billion, with a margin of 39%, 15% below the U.S. $ 1.7 billion in 2007 (margin of 43%).

    The financial expenses totaled R $ 432 million, while negative financial income totaled a loss of $ 4,577 million in 2008, mainly due to the impact of loss on derivative transactions (R $ 4,696 million). The result of currency fluctuations and exchange rate losses totaled U.S. $ 915 million, mainly due to the devaluation of the real in the period (32%).

    As result, the loss was R $ 4,213 million, compared with net income of $ 1,042 million in 2007. The main changes in income comparing the two years were the following:

        R$ million  
     Highest price of pulp denominated in reais   28  
     Lower sales volume of cellulose   (68)
     Effect of price on cost   (193) 
     Higher operating expenses   (204)
     Increase in net financial expenses, including monetary and Exchange rate variations   (6.098)
     Lower provision for income tax and social contribution   1.274  
     Others   6  

    The net debt, composed of the total gross debt minus cash, increased R $ 6,467 million in comparison with 2007, mainly due to new debt resulting from losses on derivatives transactions and R $ 1,427 million in capital investments, partially compensated by the generation of operating cash.

  • CAPITAL INVESTMENTS
  • In 2008, capital investments of Aracruz reached R$ 1,427 million - 20% higher than the amount in 2007 - which were allocated as follows:

        R$ million
     Silviculture   332
     Purchase of land and forests   210
     Other forestry investments   99
     Current industrial investments   89
     Optimization Project of Barra do Riacho Unit   37
     Expansion projects of Guaíba Unit   444
     Investing in Veracel   134
     Investing in Portocel   54
     Others   28
     Subtotal   1.427
     Acquisition of Company, net of cash acquired      73
     Total   1.500

    70


    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    The Company's growth plan has been reassessed, leading to the postponement of projects for expansion and thus reducing the forecast for capital investment for the coming years.

    Expansion of Portocel - Portocel, the private terminal belonging to Aracruz Celulose (51%) and Cenibra, started in January 2008 the operations in its third berth for vessels. This step consolidates the project to expand the terminal, which had its capacity increased by 40%. The expansion project began in 2007 and involved the remodeling of the entire infrastructure of the terminal in order to tailor it to meet future challenges. The cargo handling capacity was raised from 11.4 million tons / year to 14 million tons / year.

    Acquisition of Boise - The Company acquired in July 2008, the operations of Boise Cascade do Brasil Ltda. for the amount of $ 47.1 million, comprising 15.4 hectares of land, of which 10.2 hectares are planted with eucalyptus.

    Guaíba Unit’s Expansion - Aracruz announced on April 15, 2008 the approval by its Board of Directors, of the expansion of its Guaiba Unit, located in Rio Grande do Sul. The works began in the second half of 2008 but, due to the global economic crisis which directly affected the pulp market and the need to preserve the Company’s liquidity, the Board decided to suspend temporarily the expansion of the unit. Aracruz maintains its intention to resume investments in the project as soon as the market conditions justify.

    Veracel Project II - In 2008, the investment related to the purchase of land and development of forests for the expansion of the Veracel plant in Bahia, amounted to R$ 58 million (50% stake in Aracruz). Aracruz, together with its partner Stora Enso decided, however, to postpone the plans to expand the plant by at least one year.

    New plant in Minas Gerais - Aracruz and the government of the State of Minas Gerais signed in July 2008, in Governador Valadares, a joint official report about the establishment in the region of a new plant with capacity to produce up to 1.4 million tons of pulp per year. In the second half of 2008, however, Aracruz suspended the purchase of land and forests for the project, as a result of the market conditions.

  • CAPITAL MARKET
  • The increased perception of risk in financial markets stepped up from the third quarter, especially after the bankruptcy of investment bank Lehman Brothers, coupled with the strong reduction of global growth, contributed to the decrease in demand for commodities, including the cellulose market. Economic indicators now show retraction of the level of activity for the 4th quarter, as observed by gross domestic product (GDP) U.S. (-0.1%), European Union (-0.2%) and Japan (-0.1%) compared with the previous quarter.

    In mid September, in the middle of the effects of international systemic crisis, the Brazilian currency strongly devalued against the dollar, negatively impacting the financial results with derivatives of the Company. On November 3, the Company announced, through publication of a Material Fact, the termination of 97% of its exposure to derivatives, with a financial loss of US$ 2.13 billion (fair value).

    The negotiations of the terms and conditions of restructuring the amounts owed to the banks that were counterparties in derivative transactions with the Company were closed on January 19, 2009, leaving the formalization of the final document. By the conditions agreed, the Company will pay the US$ 2.13 billion resulting from the transactions with derivatives, plus about US$ 500 million related to existing debt with some of the banks, which were included in the negotiations. The total period of redemption will be nine years.

    71


    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    The only derivative transaction that was not terminated in 2008 is a swap with verification of strikes, with a total notional amount of US$ 300 million, with 6 monthly checks with notional value of US$ 50 million each. The checks will happen between April and September 2009, with limit of R$ 2.50 / US$ and without leverage.

    The positions of the other swap contracts were retained by the Company, with the objective of changing the exposure from the cost of its debt in local currency (TJLP and CDI) to an exposure in U.S. dollars, since approximately 98% of the Company's revenue comes from exports, denominated in US currency.

    Although the effects of the crisis have affected the liquidity of Aracruz, the business fundamentals remain strong: it is one of the lower cash production cost producer in the short-fiber cellulose market, with scale, a solid customer base and operational excellence, factors that resulted in an EBITDA margin of around 40% in 2008.

    Stock performance - the commodities sector has great participation in the composition of the theoretical portfolio index of Bolsa de Valores de São Paulo (Ibovespa). The reduction in global growth and lower demand for commodities was reflected in the shares value of companies of this sector. Consequently, the Ibovespa dropped 41% in 2008.

    In light of the events already described, in the same period the class B preferred shares of Aracruz had a depreciation of 81%, from R$ 12.91 on December 31, 2007 to R$ 2.49 on December 31, 2008. The daily average volume of securities traded on Bovespa and the New York Stock Exchange was 925 thousand, an increase of 42% in comparison with 2007. The investors’ base of the Company in Bovespa had a significant increase, from 5.6 thousand in 2007 to 17.3 thousand in 2008 (+ 207%).

     Total number of outstanding shares  1.030.587.806
     Ordinary shares  454.907.585
     Preferred shares  575.680.221
     ADR (“American Depositary Receipt”)  1 ADR = 10 class B preferred shares
     Market value  R$ 2,6 billion
     Average daily financial volume negotiated - 2008 (Bovespa and  NYSE)*  US$ 40 million
    * source: Reuters  

    Dividends and interest on shareholders’ equity - In October, Aracruz announced to the market a decision in the best interests of the Company and its shareholders, to cancel the credit and payment of interest on shareholders’ capital in the global amount of R $ 84 million, released in the Market Official Report of September 19, 2008, and foreseen to occur from October 15, 2008.

    However, two distributions of interest on shareholders’ equity during the first half of 2008, totaled R$ 155 million, or US$ 0.15 per Class B preferred share, as anticipation of the mandatory dividend for fiscal year 2008, with R$ 70 million declared on March 18, 2008 and R$ 85 million on June 20, 2008 in accordance with Article 9 of Law 9.249/95.

    Risk Classification - In the middle of the systemic crisis in the international financial market and following the announcement of losses in transactions with derivatives, disclosed by the Company to the market on September 25, 2008, Moody's, Standard & Poor's (S & P) and Fitch Ratings announced the lowering of ratings of Aracruz Celulose.

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    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    S & P lowered the foreign currency rating of 'BBB' to 'BB' - positive outlook, Moody's reduced the foreign currency rating to 'Baa2' to 'Ba2' - review in outlook, and Fitch cut the rating currency foreign 'BBB' to 'BB +' - negative outlook.

    Intangible Assets - For the fourth consecutive year Aracruz Celulose has been classified for the Dow Jones Sustainability Index Global (DJSI World) 2008/2009, the New York Stock Exchange, which highlights best practices in corporate sustainability in the world. The Company was a leader in the category "Forestry Resources and Paper" and competed with 14 other companies in the forestry sector in the world.

    The Company was not selected for the Sustainability Index of Bovespa 2008/2009 (ISE), after it had taken part in all previous editions of the index. Aracruz intends to use the performance report provided by FGV as a tool for identifying opportunities for improvement that could be implemented in the assessed dimensions.

    Customer Satisfaction

  • SALES PERFORMANCE

    The economic and marketing adverse conjuncture, especially in the last quarter of 2008, impacted the cellulose sales volume of Aracruz, which totaled 2.9 million tons, about 6% below 2007.

    The European and Asian markets were the most to retract, absorbing respectively 37% and 20% of Aracruz's sales in 2008, against 41% and 23% in 2007. The North-American market recorded growth in the total sales of Aracruz, reaching about 40% of global distribution. This is because the majority of our sales to this market are for the production of high quality sanitary paper therefore less sensitive to market fluctuations.

    In general, the sanitary paper segment continued to be the main final user of Aracruz’s cellulose, corresponding to about 60% of total sales. Other papers of high value, such as special papers, began to absorb a larger volume, representing a stake of 21% of total sales.

    Sales by region        
    North America 40%   Sales by final use  
    Europe 37%   Sanitary papers 61%
    Asia 21%   Papers for printing and writing 18%
    Brazil 2%   Special papers 21%

    Internal Processes

  • RESEARCH AND TECHNOLOGY

    The innovation projects developed in 2008 led to gains in operational excellence, and in environmental and social performance as well as taking the Company moving into new technological frontiers.

    Noteworthy is the evolution in improving silvicultural and management of Eucalyptus globulus and their hybrids in the direction of a platform of different fibers. New research contributed to the improvement of forest productivity, particularly the results obtained in the integrated management of pests and diseases, understanding of physiological processes and quality of seedlings. The overall consumption of fertilizers and correctives was optimized through the intensive use of waste and better stratification of environments. Additionally, the Aracruz Bioindex was developed, which is a new management tool based on environmental indicators, enabling us to prioritize and monitor the actions of forest management in a continuous search for better environmental performance.

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  • Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    The development of products advanced seeking to meet the main demands of the paper market, aiming to increase the participation of eucalyptus fiber. In the process, alternatives for differentiation of specific fibers were developed together with renowned partners, strategically selected. These alternatives include fiber engineering, pulp production process, use of chemical agents and technologies offered to the customer. The advances made have allowed us to maintain the supply of exclusive products in a commodity market.

    The research resulted in the technological maturity of alternatives for new markets, in addition to advances in basic and applied knowledge related to bioenergy, climate change and the eucalypt genome.

  • FORESTRY OPERATIONS
  • Wood production and supply - Throughout 2008, the units of Barra do Riacho and Guaiba consumed 9.602 million cubic meters of wood for pulp production. Most (82%) of the raw material came from their own plantations, but has increased the participation of the wood supply from the Forestry Producer Program, which in 2008 represented 16%.

    At the end of the year, Aracruz had a total land base of about 511 hectares, with 313 thousand hectares (61%) of eucalyptus plantations and 198 hectares (39%) of native reserves. The Company maintains a ratio of 0.6 hectare of native reserves for each 1 ha planted with eucalyptus.

    In 2008, 102.5 million eucalyptus seedlings were produced in the Aracruz nurseries and more than 1 million native seedlings were supplied to the company by community nurseries and others.

    Forestry Producer Program - The program ended the year in 166 municipalities in the states of Espirito Santo, Rio de Janeiro, Bahia, Minas Gerais and Rio Grande do Sul, with 95.8 thousand acres of contracted, of which more than 92 hectares already planted. In 2008, the Forest Producer Program accounted for 15.9% of the supply of timber units of Barra do Riacho and Guaiba. 486 new contracts were established with the planting of about 14 thousand hectares of eucalyptus.

    Wood Logistics - The Company shipped by sea 1.9 million cubic meters of wood, which meant a reduction of 73 thousand truck shipment, contributing to the decrease in traffic on the BR-101 in stretches where Aracruz operates forests.

    Forestry certification – In 2008 Aracruz obtained the CERFLOR recertification for the standards of forest management and chain of custody. For the first time, it also renewed this recertification audit of the company's offices in the United States, Switzerland and Hungary. The Company intends to prepare itself over 2009 to start the certification process for its forests by the FSC in 2010.

  • CELLULOSE PRODUCTION
  • The three industrial units of Aracruz produced 3.1 million tons of pulp in 2008, with 2.104 million tons in Barra do Riacho Unit, 453 tons in Guaiba Unit and 549 tons in Veracel.

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    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    Learning and Development

  • PEOPLE MANAGEMENT
  • Aracruz ended 2008 with 8,969 direct jobs, of which 2,665 employees and 6,304 were non permanent. During the period, the Company expanded 348 positions for personnel through external recruitment, in which 11% of places were occupied by trainees. On average, employees are 37 years of age, have worked for 12 years, 93% have at least completed high school, 87% are men, and 78% are natives of Espirito Santo, Rio Grande do Sul and Bahia states.

    Life quality - In 2008, Aracruz maintained programs to improve the quality of life for its employees and dependents, with emphasis on support for the employee and for cigarette addicts with rehabilitation training, retirement preparation, guidance on physical activity, food and education for the mother-child program (nursery and encouragement to breastfeeding).

    Supplementary retirement - The Aracruz Social and Security Foundation (Arus) – a closed entity for supplementary retirement, in which Aracruz is the main sponsor - reached the end of 2008 with 4,980 active and assisted participants, and a net worth of $ 516 million.

    Qualification and Development - In 2008, Aracruz maintained its investment in professional development activities, providing more than 207 thousand hours of training, approximately 78 hours per employee.

    Professional training in the community - in Espírito Santo and Bahia, Aracruz maintained in partnership with the National Service of Industrial Learning (Senai) and Rural (SENAR), training courses for forest machine operators, painters, sanitary firefighters, hardware furnishers and nurserymen. Since 2004, more than 700 employees completed the training. In Rio Grande do Sul, Aracruz promoted together with the Trade Union Institute for Vocational Training (Insiforp), the Municipality of Guaiba and the National System of Employment (Sine), the status of 536 women as bricklayers, carpenters, metal workers, plumbers and electricians and painters.

    Opportunity for young people - In 2008, Aracruz hosted 98 graduate level interns, primarily on courses in Administration, Life Sciences, Law and Engineering, and 36 trainees of vocational-technical level, mostly from Chemistry and Pulp and paper courses. Also the Minor Apprentice program of Aracruz and Portocel included 57 adolescents, aged between 14 and 18 years, from families of low income residents of the municipalities of Aracruz and Conceição da Barra (ES).

    Citizenship - The Aracruz Volunteer Program finished in 2008 with 560 inscribed volunteers, 72 which promoted voluntary actions and benefited 13,800 people. The focus of the program continued to support the actions of asylums, orphanages and patients in hospitals and collection of food, clothing, books and toys through the year. Also part of the activities were directed towards orientation programs for students in the creation and management of an enterprise, the development of community leaders and to promote interest in the business world.

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    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

  • SUSTAINABILITY
  • Agreement with the indigenous communities of the Espírito Santo State - the main actions implemented under our responsibility this year was the monitoring of the demarcation of indigenous lands and cutting and removal of all the timber on the demarcated land. The contract with the NGO Anai, chosen by FUNAI and the Indians, was signed in December. Throughout the year, there was a relatively peaceful relationship with the communities, dotted by some tensions were overcome. Our challenge now is an opportunity to create a model different from the past relationship, which was guided by polarization and paternalism.

    Study on indigenous land in Rio Grande do Sul - Funai published a decree forming a Working Group (WG) to study the possible existence of an indigenous land at Ponta da Formiga, claimed by Guarani Indians. This is an area of 170 hectares located on the edge of the Barba Negra Ranch, owned by Aracruz, almost completely covered by native vegetation. There are no people inhabiting the site and a historical retrospective of Finance shows continuous occupation of a secondary Sesmarias since 1784, with extensive documentation. Aracruz The Company is monitoring the work of the WG.

    Quilombolas (African Brazilian Communities) - During the year, Aracruz intensified its relationship with the communities of northern Espírito Santo and southern Bahia, seeking a more active participation in discussions of local problems and the involvement of more actors in the dialogue process. Also in 2008, the Federal Regional Court of the 2nd Region, in a unanimous decision, overturned, from the stage of the reports, the process of INCRA expropriation of an area of the company for settlement of the community of Linharinho in the municipality of São Mateus (Espírito Santo). In addition, Aracruz requested the Federal Justice of Brasilia to annul the case. There is still no decision on a similar process on the São Jorge community, in the same city, also challenged by Aracruz.

    Relationship with community and social investments - It started the review process of social projects to promote its alignment with the business of the company. Thus, these projects have become the focus in biodiversity conservation and improving the quality of life of communities in their regions, integrating the social and economic environment with the local vocations. This activity is the responsibility of the Aracruz Bem de Raíz Institute, specifically set up for the development of social projects.

    Restructuring the Sustainability and Corporate Relations Department - The department was restructured to better manage the processes of sustainability, communication and political-institutional relations.

  • INFORMATION TECHNOLOGY
  • Infrastructure and information security – several actions have been implemented seeking to optimize the use of the IT park, including consolidation and virtualization of servers, which provide increased performance, availability and contingency services as well as reduction in costs of maintenance and replacement of servers.

    We improved the safety, performance and availability of the corporate network and installed the Intrusion Prevention System and Automated Management of Vulnerabilities, operated by a Security Operations Center for remote working 24 hours / day, 365 days a year.

    IT Governance - We continue to implement a project of the IT Governance based on best market practices, which improve the standard of support of the Service Desk, with improvements in communication to users, extended hours of service and deployment of requires support. Sarbanes-Oxley controls were also improved with the deployment of new version of the tool for controls over maintenance of systems applications and the creation of a control group for maintenance of critical assessment and mitigation of the risks involved.

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    Aracruz Celulose S.A. and Subsidiaries

    2008 MANAGEMENT’S REPORT
    EXECUTIVE SUMMARY
    (In thousands of Brazilian reais – R$)

    Information Systems – We completed the implementation of the new version of the Integrated System Management, the SAP ERP (ECC 6.0), enabling greater automation of processes, productivity gains and improvement in access controls. We developed new features in the customers’ integration system and logistics partners, increasing the automation of information flow and the number of integrated partners. We also implemented technology for the development of distance education, which has the agility and economy that the learning process requires.

    FOOTNOTE

    NON-GAAP Information - Reconciliation to GAAP information

    The Company believes that in addition to GAAP information, some financial indicators such as adjusted EBITDA and net debt, allowing managers, investors and analysts to compare and evaluate, more complete, performance and results of operations.

    Net debt represents gross debt less the total assets (cash, investments and short-term applications). Net debt is a financial indicator official BRGAAP and does not represent cash flow for the period indicated and should not replace the cash flow as a measure of liquidity or cash flow. The calculation of net debt is not a default should not be compared to net debt of other companies. Additionally, the Company believes that certain investors and financial analysts use net debt as an indicator of liquidity and financial leverage.

    Adjusted EBITDA

    The inclusion of Adjusted EBITDA information aims to provide a measure for assessing the cash flow of operations. The term EBITDA refers to an indicator defined as earnings (loss) before interest, taxes, depreciation and amortization. As Adjusted EBITDA excludes interest, income tax, depreciation and amortization, monetary and exchange rate variations and the result of equity, it provides an indicator of overall economic performance is not affected by debt restructurings, fluctuations in interest rates or in tax rates or changes in levels of depreciation and amortization and non-recurring expenses. However, the adjusted EBITDA is not a measure defined as GAAP and may not be comparable with indicators of the same name reported by other companies. Adjusted EBITDA should not be regarded as substitute for operating income or a better liquidity than operational cash flow, which are determined in accordance with GAAP. Adjusted EBITDA is provided to provide additional information with respect to their ability to pay debts, make investments and cover working capital needs.

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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: April 1, 2009

    ARACRUZ CELULOSE S.A.
    By: /s/ Marcos Grodetzky
    Name: Marcos Grodetzky
    Title: Investor Relations Officer