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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
January 2008

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

Financial Statements as of December 31, 2006 and 2005 and Report of Independent Accountants

Convenience Translation into English of original previously issued in Portuguese


FEDERAL PUBLIC SERVICE                              
CVM - SECURITIES COMMISSION                              
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP     CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS     Base Period - 12/31/2007
01.01 - IDENTIFICATION                              
 01 - CVM CODE   02 - NAME OF COMPANY                            03 - TAXPAYER NO.    
00043-4   ARACRUZ CELULOSE S.A.                             42.157.511/0001-61
 04 – NIRE                                  
 3200000                                  
01.02 - ADDRESS OF HEAD OFFICES                              
 01 - COMPLETE ADDRESS                             02 - DISTRICT
 Cam. Barra do Riacho, s/n - km 25                             Barra do Riacho
 03 - ZIP CODE (CEP)   04 - CITY                             05 - STATE
   29.197-000   Aracruz                             Espírito Santo
 06 -AREA CODE   07 - TELEPHONE        08 - TELEPHONE                    09 - TELEPHONE   10 - TELEX
   027   3270-2442     3270-2540                        3270-2122    
 11 - AREA CODE   12 - FAX       13 - FAX                   14 - FAX         
     027   3270-2590     3270-2170                        3270-2001    
01.03 - DIRECTOR OF MARKET RELATIONS (BUSINESS ADDRESS)          
 01 - NAME                                  
Isac Roffé Zagury                              
 02 - COMPLETE ADDRESS                         03 - DISTRICT    
 Av. Brigadeiro Faria Lima, 2277 - 3 th and 4 th Floor                            Jardim Paulistano
 04 - ZIP CODE (CEP)   05 - CITY                             06 - STATE
 01.452-000   São Paulo                             São Paulo
 07 - AREA CODE                        08 - TELEPHONE   09 - TELEPHONE     10 - TELEPHONE   11 - TELEX
   011   3301-4160               3301-4139     3301-4194   -
 12 - AREA CODE   13 - FAX NO.               14 - FAX NO.     15 - FAX NO.    
   011   3301-4202               3301-4117     3301-4275    
 16 - E-MAIL                                  
   iz@aracruz.com.br                                  
01.04 - ACCOUNTANT / REFERENCE                              
1 -EXERCISE         2 - SOCIAL EXERCISE DATE BEGINNING                        3 - SOCIAL EXERCISE DATE ENDING
1 - CURRENT YEAR                       01/01/2007         12/31/2007
2 - LAST YEAR                       01/01/2006         12/31/2006
3 - NEXT LAST YEAR                       01/01/2005         12/31/2005
4 - NAME / ACCOUNTANT CORPORATE NAME                                            5 - CVM CODE    
Deloitte Touche Tohmatsu Auditores Independentes.                                    00385-9    
6 - NAME OF THE TECHINICAL RESPONSIBLE                   7 - CPF Nº          
AMAURI FROMENT FERNANDES                   174.625.417-34          

1


FEDERAL PUBLIC SERVICE
CVM - SECURITIES COMMISSION
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS Base Period - 12/31/2007

01.01 - IDENTIFICATION

01 - CVM CODE   02 - NAME OF COMPANY   03 - TAXPAYER NO.
00043-4   ARACRUZ CELULOSE S.A.   42.157.511/0001-61

01.05 - CURRENT BREAKDOWN OF PAID-IN CAPITAL, NET OF TREASUARY STOCK

NUMBER OF SHARES   1   2   3
(MIL)   12/31/2007   12/31/2006   12/31/2005
PAID-IN CAPITAL            
 1 – COMMON   455,391   455,391   455,391
 2 –PREFERRED   577,163   577,163   577,163
 3 – TOTAL   1,032,554   1,032,554   1,032,554
IN TREASUARY            
 4 – COMMON   483   483   483
 5 –PREFERRED   1,483   1,483   1,483
 6 – TOTAL   1,966   1,966   1,966

01.06 - COMPANY FEATURE

1 - TYPE OF COMPANY    
Commercial, Industrial & Other Types Of Business  
2 - SITUATION    
In Operation    
3 - ACTIVITY CODE    
104 - Pulp Industry    
4 - ACTIVITY OF THE COMAPNY    
Production Of Bleached Eucalyptus Pulp    
 5 -TYPE OF CONSOLIDATION    
Total    

01.07 - SUBSIDIARIES EXCLUDED FROM CONSOLIDATED STATEMENTS

01 – ITEM   02 - TAXPAYER NO.   03 - NAME

01.08 - PROVENTOS EM DINHEIRO

1 - ITEM   2 - EVENT   3 - APPROVAL   4 - PROVENTO   5 - PAYMENT BEGAN   6 - TYPE STOCK   7 - STOCK VALUE
                        PROVENT
01   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   04/17/2007   ON      0.6157206374
02   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   04/17/2007   PNA      0.6772927011
03   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   04/17/2007   PNB      0.6772927011
04   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   07/11/2007   ON      0.6014763540
05   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   07/11/2007   PNA      0.6616239894
06   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   07/11/2007   PNB      0.6616239894
07   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   10/17/2007   ON      0.6984293796
08   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   10/17/2007   PNA      0.7682723176
09   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   10/17/2007   PNB      0.7682723176
10   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   01/16/2008   ON      0.6163179783
11   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   01/16/2008   PNA      0.6779497761
12   RD   03/21/2007   INTEREST ON STOCKHOLDERS’   01/16/2008   PNB      0.6779497761
13   PROPOSAL       DIVIDENDS       ON      0.1837972052
14   PROPOSAL       DIVIDENDS       PNA      0.2021769257
15   PROPOSAL       DIVIDENDS       PNB      0.2021769257

01.09 - DIRECTOR OF MARKET RELATIONS

01 - DATE   02 - SIGNATURE
 01/09/2008   /s/ Isac Roffé Zagury

2


FEDERAL PUBLIC SERVICE            
CVM - SECURITIES COMMISSION            
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP   CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS   Base Period - 12/31/2007
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES   42.157.511/0001-61
03.01 – STATEMENT OF OPERATIONS – THOUSAND OF R$        
1 – CODE   2 – DESCRIPTION   3 – DATE – 12/31/2007   4 – DATE – 12/31/2006   5 – DATE – 12/31/2005 
1   TOTAL ASSETS   10,571,488   9,253,380   8,651,968
1.1   CURRENT ASSETS   1,427,231   1,294,830   1,613,560
1.1.1   CASH AND CASH EQUIVALENTS   2,045   1,736   406
1.1.2   CREDITS   494,042   357,124   434,090
1.1.2.1   CUSTOMERS   242,172   118,714   213,355
1.1.2.1.1   ACCOUNTS RECEIVABLE FROM CUSTOMERS - PULP   205,928   91,675   193,002
1.1.2.1.2   ACCOUNTS RECEIVABLE FROM CUSTOMERS - PAPER   21,547   24,318   17,266
1.1.2.1.3   ACCOUNTS RECEIVABLE FROM CUSTOMERS - OTHERS   14,697   2,721   3,087
1.1.2.2   OTHERS CREDITS   251,870   238,410   220,735
1.1.2.2.1   EMPLOYEES   6,241   6,132   4,556
1.1.2.2.2   SUPPLIERS   4,052   3,259   5,258
1.1.2.2.3   SUBSIDIARIES   1,778   3   3
1.1.2.2.4   TAXES   239,343   226,420   205,133
1.1.2.2.5   OTHERS   456   2,596   5,785
1.1.3   INVENTORIES   196,330   213,130   183,253
1.1.3.1   SUPPLIES   99,626   97,838   85,960
1.1.3.2   RAW MATERIALS   68,629   60,648   49,120
1.1.3.3   FINISHED GOODS   28,001   54,345   47,922
1.1.3.4   PRODUCTSD IN PROCESS   0   0   0
1.1.3.5   OTHERS   74   299   251
1.1.4   OTHERS   734,814   722,840   995,811
1.1.4.1   DEBT SECURITIES   713,582   715,370   989,971
1.1.4.2   FINANCIAL APPLICATION   0   0   0
1.1.4.3   PREPAID EXPENSES   21,222   7,460   5,830
1.1.4.4   FIXED ASSETS AVAILABLE FOR SALE   0   0   0
1.1.4.5   OTHERS   10   10   10
1.2   CURRENT NOT ASSETS   9,144,257   7,958,550   7,038,408
1.2.1   LONG-TERM ASSETS   471,762   283,863   215,764
1.2.1.1   OTHERS CREDITS   400,726   241,499   181,866
1.2.1.1.1   ACCOUNTS RECEIVABLE FROM CUSTOMERS   43,699   0   0
1.2.1.1.2   SUPPLIERS   242,603   209,231   170,776
1.2.1.1.3   TAXES   114,424   32,268   8,970
1.2.1.1.4   OTHERS   0   0   2,120

3


FEDERAL PUBLIC SERVICE            
CVM - SECURITIES COMMISSION            
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP   CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS   Base Period - 12/31/2007
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES   42.157.511/0001-61
03.01 – STATEMENT OF OPERATIONS – THOUSAND OF R$        
1 – CODE   2 – DESCRIPTION   3 – DATE – 12/31/2007    4 – DATE – 12/31/2006    5 – DATE – 12/31/2005 
1.2.1.2   ACCOUNTS RECEIVABLE – RELATED PARTIES   423   6,376   6,189
1.2.1.2.1   FROM AFFILIATES   0   0   0
1.2.1.2.2   FROM SUBSIDIARIES   423   6,376   6,189
1.2.1.2.3   OTHERS   0   0   0
1.2.1.3   OTHERS   70,613   35,988   27,709
1.2.1.3.1   DEBT SECURITIES   58,717   5,707   5,302
1.2.1.3.2   ESCROW DEPOSITS   11,896   30,281   22,407
1.2.1.3.3   OTHERS   0   0   0
1.2.2   FIXED ASSETS   8,672,495   7,674,687   6,822,644
1.2.2.1   INVESTMENTS   3,368,347   2,844,442   2,089,222
1.2.2.1.1   IN AFFILIATES   18,340   19,662   20,269
1.2.2.1.2   IN AFFILIATES - GOODWILL   0   0   0
1.2.2.1.3   IN SUBSIDIARIES   3,337,043   2,812,151   2,055,681
1.2.2.1.4   IN SUBSIDIARIES - GOODWILL   9,741   9,741   10,635
1.2.2.1.5   OTHER COMPANIES   3,223   2,888   2,637
1.2.2.2   PROPERTY, PLANT AND EQUIPMENT   5,134,178   4,545,119   4,333,140
1 2.2.2.1   LAND   1,016,292   764,003   594,151
1.2.2.2.2   BUILDINGS   480,591   449,661   447,964
1.2.2.2.3   MACHINERY AND EQUIPMENT   2,330,547   2,194,056   2,263,569
1.2.2.2.4   FORESTS   1,031,876   863,178   739,652
1.2.2.2.5   PROGRESS FOR SUPPLIER   16,355   66,387   6,462
1.2.2.2.6   CONSTRUCTION IN PROGRESS   165,928   107,778   168,047
1.2.2.2.7   OTHER S   92,589   100,056   113,295
1.2.2.4   DEFERRED CHARGES   169,970   285,126   400,282
1.2.2.41   INDUSTRIAL   1,105   3,684   6,264
1.2.2.4.2   FORESTS   0   0   0
1.2.2.4.3   ADMINISTRATIVE   0   0   0
1.2.2.4.4   GOODWILL ARISING ON            
    INCORPORATION OF ENTITY   168,865   281,442   394,018
1.2.2.4.5   OTHERS       0   0

4


FEDERAL PUBLIC SERVICE            
CVM - SECURITIES COMMISSION            
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP   CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS   Base Period - 12/31/2007
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES   42.157.511/0001-61
03.01 – STATEMENT OF OPERATIONS – THOUSAND OF R$        
1 – CODE   2 – DESCRIPTION   3 – DATE – 12/31/2007    4 – DATE – 12/31/2006    5 – DATE – 12/31/2005 
2   TOTAL LIABILITIES   10,571,488   9,253,380   8,651,968
2.1   CURRENT LIABILITIES   737,898   840,288   1,227,369
2.1.1   LOANS AND FINANCING   166,608   185,236   363,736
2.1.2   DEBENTURES   0   0   0
2.1.3   SUPPLIERS   142,714   139,668   101,567
2.1.4   TAXES   51,090   77,452   48,731
2.1.5   DIVIDENDS PAYABLE   80,586   78,133   154,361
2.1.6   PROVISIONS   50,765   46,300   39,831
2.1.6.1   VACATION AND 13th SALARY   21,868   21,095   18,683
2.1.6.2   PROFIT SHARING   28,897   25,205   21,148
2.1.7   LOANS FROM RELATED PARTIES   45,779   145,673   368,849
2.1.7.1   ADVANCES FROM SUBSIDIAIES   44,701   144,995   367,995
2.1.7.2   OTHER DEBTS TO SUBSIDIARIES   1,078   678   854
2.1.7.3   OTHER   0   0   0
2.1.8   OTHERS   200,356   167,826   150,294
2.1.8.1   OTHERS   356   826   294
2.1.8.2   PROPOSED DIVIDENDS   200,000   167,000   150,000
2.2   NOT CURRENT LIABILITIES   4,430,347   3,533,581   3,208,421
2.2.1   LOANS AND FINANCING   4,430,347   3,533,581   3,208,421
2.2.1.1   LOANS AND FINANCING   2,230,553   2,365,037   1,010,056
2.2.1.2   DEBENTURES   0   0   0
2.2.1.3   PROVISION   786,923   549,068   544,492
2.2.1.3.1   LABOR CONTINGENCIES   18,012   14,997   22,549
2.2.1.3.2   TAX CONTINGENCIES   467,314   428,777   452,656
2.2.1.3.3   OTHERS   301,597   105,294   69,287
2.2.1.4   LOANS FROM RELATED PARTIES   1,333,845   548,019   1,576,183
2.2.1.4.1   ADVANCES FROM SUBSIDIARIES   1,333845   548,019   1,576,183
2.2.1.6   OTHERS   79,026   71,457   77,690
2.2.1.6.1   SUPPLIERS   0   7,419   24,229
2.2.1.6.2   OTHERS   79,026   64,038   53,461

5


FEDERAL PUBLIC SERVICE              
CVM - SECURITIES COMMISSION              
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP   CORPORATE LEGISLATION  
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS   Base Period - 12/31/2007  
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES   42.157.511/0001-61  
03.01 – STATEMENT OF OPERATIONS – THOUSAND OF R$          
1 – CODE   2 – DESCRIPTION   3 – DATE – 12/31/2007    4 – DATE – 12/31/2006    5 – DATE– 12/31/2005  
2.4   STOCKHOLDER’S EQUITY   5,403,243   4,879,511   4,216,178  
2.41   PAID-IN CAPITAL   2,871,781   1,854,507   1,854,507  
2.4.1.1   COMMON STOCK   1,266,551   783,599   783,599  
2.4.1.2   PREFERRED STOCK   1,605,230   1,070,908   1,070,908  
2.4.2   CAPITAL RESERVES   162,209   162,210   162,210  
2.4.3   REVALUATION RESERVE   0   0   0  
2.4.3.1   OWN ASSETS   0   0   0  
2.4.3.2   SUBSIDIARIES / AFFILIATES   0   0   0  
2.4.4   REVENUE RESERVES   2,369,253   2,862,794   2,199,461  
2.4.4.1   LEGAL   389,485   338,454   281,037  
2.4.4.2   STATUTORY   0   0   0  
2.4.4.3   FOR CONTINGENCIES   0   0   0  
2.4.4.4   UNREALIZED INCOME   0   0   0  
2.4.4.5   FOR INVESTMENTS   1,988,754   2,533,326   1,927,410  
2.4.4.6   SPECIAL FOR NON-DISTRIBUTED              
    DIVIDENDS   0   0   0  
2.4.4.7   OTHER UNREALIZED INCOME   (8,986 ) (8,986 ) (8,986 )
2.4.4.7.1   TREASURY STOCK   (8,986 ) (8,986 ) (8,986 )
2.4.5   RETAINED EARNINGS           0  

6


FEDERAL PUBLIC SERVICE              
CVM - SECURITIES COMMISSION              
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP       CORPORATE LEGISLATION  
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS       Base Period - 12/31/2007  
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES       42.157.511/0001-61  
05.02 – STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY – FROM 01/01/2007 TO 12/31/2007 - THOUSAND OF R$      
1 – CODE   2 – DESCRIPTION   3 – FROM : 01/01/2007    4 – FROM : 01/01/2006    5 – FROM : 01/01/2005  
        TO : 12/31/2007   TO : 12/31/2006   TO : 12/31/2005  
3.1   GROSS SALES AND SERVICES REVENUE   2,511,836   2,313,325   2,239,635  
3.2   SALES TAXES AND OTHER DEDUCTIONS   (44,884 ) (33,916 ) (30,393 )
3.3   NET SALES REVENUE   2,466,952   2,279,409   2,209,242  
3.4   COST OF GOODS SOLD   (1,831,176 ) (1,736,632 ) (1,591,345 )
3.5   GROSS PROFIT   635,776   542,777   617,897  
3.6   OPERATING (EXPENSES) INCOME   316,386   351,790   369,679  
3.6.1   SELLING   (66,059 ) (67,279 ) (63,043 )
3.6.2   GENERAL AND ADMINISTRATIVE   (101,915 ) (121,076 ) (78,309 )
3.6.3   FINANCIAL   220,656   (49,829 ) (7,819 )
3.6.3.1   FINANCIAL INCOME   277,961   319,048   273,750  
3.6.3.2   FINANCIAL EXPENSES   (25,305 ) (368,877 ) (281,569 )
3.6.4   OTHER OPERATING INCOME   41,281   35,318   36,032  
3.6.5   OTHER OPERATING EXPENSES   (77,737 ) (173,061 ) (183,266 )
3.6.5.1   PROVISION FOR LOSS TAX CREDIT   104,925   (38,039 ) (16,140 )
3.6.5.2   GOODWILL AMORTIZATION ON ACQUISITION OF RIOCELL   (112,577 ) (112,577 ) (112,577 )
3.6.5.3   OTHER   (70,085 ) (22,445 ) (54,549 )
3.6.6   EQUITY IN THE RESULTS OF SUBSIDIARIES   268,160   727,717   666,084  
3.7   OPERATING INCOME (LOSS)   952,162   894,567   987,576  
3.8   NON-OPERATING (EXPENSES) INCOME   (4,880 ) (657 ) (5,767 )
3.8.1   INCOME   1,140   1,249   4,545  
3.8.2   EXPENSES   (6,020 ) (1,906 ) (10,312 )
3.9   INCOME(LOSS) BEFORE INCOME TAXES AND MANAGEMENT REMUNERATION   947,282   893,910   981,809  
3.10   INCOME TAX AND SOCIAL CONTRIBUTION   (29,262 ) (27,570 ) (165,026 )
3.11   DEFERRED INCOME TAX ES   (196,303 ) (36,007 ) 40,051  
3.12   MANAGEMENT REMUNERATION AND STATUORY APPROPRIATIONS   0   0   0  
3.12.1   REMUNERATION   0   0   0  
3.12.2   APPROPRIATIONS   0   0   0  
3.13   REVERSION OF INTERESTS ON OWN CAPITAL   298,900   318,000   320,700  
3.15   NET INCOME (LOSS) FOR THE PERIOD   1,020,617   1,148,333   1,177,534  
    CAPITAL STOCK-QUANTITY (THOUSANDS)   1,030,588   1,030,588   1,030,588  
    EARNINGS PER SHARE   0,99032   1,11425   1,14258  
    LOSS PER SHARE   -   -   -  

7


 
FEDERAL PUBLIC SERVICE              
CVM - SECURITIES COMMISSION              
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP       CORPORATE LEGISLATION  
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS       Base Period - 12/31/2007  
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES       42.157.511/0001-61  
05.02 – STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY – FROM 01/01/2007 TO 12/31/2007 - THOUSAND OF R$      
1 – CODE   2 – DESCRIPTION   3- FROM: 01/01/2007   4- FROM: 01/01/2006   5- FROM: 01/01/2005  
        TO: 12/31/2007   TO: 12/31/2006   TO: 12/31/2005  
4.1   SOURCES OF FUNDS   3,193,926   2,976,201   1,539,407  
4.1.1   FROM OPERATIONS   1,018,092   922,301   976,078  
4.1.1.1   INCOME (LOSS) FOR THE PERIOD   1,020,617   1,148,333   1,177,534  
4.1.1.2   ITEMS NOT AFFECTING WORKING CAPITAL   (2,525 ) (226,032 ) (201,456 )
4.1.2   FROM STOCKHOLDERS   0   0   0  
4.1.3   FROM OTHERS   2,175,834   2,053,900   563,329  
4.1.3.1   CONTRIBUTIONS FOR CAPITAL RESERVES   0   0   0  
4.1.3.2   REDUCTION IN LONG TERM ASSETS   8,295   10,112   21,437  
4.1.3.3   INCREASE IN LONG TERM LIABILITIES   2,032,108   2,005,921   451,063  
4.1.3.4   TRANSFER OF PERMANENT AND RLP TO CURRENT ASSETS   135,431   12,686   34,568  
4.1.3.5   DIVIDENDS RECEIVED FROM SUBSIDIARY   0   25,181   56,261  
4.1.3.6   REDUCTION IN INVESTIMENT FROM SUBSIDIARY   0   0   0  
4.2   APPLICATION OF FUNDS   2,959,135   2,907,850   1,961,442  
4.2.1   DIVIDENDS   496,885   485,000   470,700  
4.2.2   INCREASE IN LONG TERM ASSETS   81,564   72,462   77,464  
4.2.3   INCREASE IN PERMANENT ASSETS   1,295,452   701,021   514,012  
4.2.4   REDUCTION IN LONG TERM LIABILITIES   1,085,234   1,649,367   898,430  
4.2.5   SHARE BUY-BACK   0   0   836  
4.3   INCREASE (DECREASE) IN WORKING CAPITAL   234,791   68,351   (422,035 )
4.4   CHANGE IN CURRENT ASSERS   132,401   (318,730 ) (73,489 )
4.4.1   CURRENT ASSETS, BEGINNING OF YEAR   1,294,830   1,613,560   1,687,049  
4.4.2   CURRENT ASSETS, END OF YEAR   1,427,231   1,294,830   1,613,560  
4.5   CHANGE IN CURRENT LIABILITIES   (102,390 ) (387,681 ) 348,546  
4.5.1   CURRENT LIABILITIES, BEGINNING OF YEAR   840,288   1,227,369   878,823  
4.5.2   CURRENT LIABILITIES, END OF YEAR   737,898   840,288   1,227,369  

8


       
FEDERAL PUBLIC SERVICE                          
CVM - SECURITIES COMMISSION                          
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP               CORPORATE LEGISLATION  
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS               Base Period - 12/31/2007  
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES               42.157.511/0001-61  
05.02 – STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY – FROM 01/01/2007 TO 12/31/2007 - THOUSAND OF R$      
1 – CODE   2 – DESCRIPTION              3- CAPITAL          4 – CAPITAL   5 – REVALUATION   6 – REVENUE   7 – RETAINED   8 – STOCKHOLDERS’  
                   RESERVES   RESERVES   RESERVES   RESERVES   EQUITY  
5.1   BALANCE, BEGINNING OF YEAR              1,854,507                    162,209       2,862,795       4,879,511  
5.2   PRIOR-YEAR ADJUSTMENTS                          
5.3   CAPITAL INCREASE / REDUCTION              1,017,274           (1,017,274 )        
5.4   REALIZATION OF RESERVES                          
5.5   TREASURY STOCK                          
5.6   INCOME / LOSS FOR THE YEAR                   1,020,617   1,020,617  
5.7   APPROPRIATIONS               521,717   (1,020,617 ) (498,900 )
5.7.1   ESTABLISHMENT OF RESERVES               521,717   (521,717 ) 0  
5.7.2   COMPLEMENT OF DIVIDENDS                          
5.7.3   PROPOSED DIVIDENDS                   (200,000 ) (200,000 )
5.7.4   INTERESTS ON OWN CAPITAL                   (298,900 ) (298,900 )
5.8   OTHERS               2,015          
5.8.1   REVERSION DIVIDENDS               2,015          
5.9   BALANCE, END OF THE YEAR              2,871,781                    162,210       2,369,253   0   5,403,243  

9


         
FEDERAL PUBLIC SERVICE                          
CVM - SECURITIES COMMISSION                          
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP               CORPORATE LEGISLATION  
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS               Base Period - 12/31/2007  
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES               42.157.511/0001-61  
05.02 – STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY – FROM 01/01/2006 TO 12/31/2006 - THOUSAND OF R$      
1 – CODE   2 – DESCRIPTION              3- CAPITAL       4 – CAPITAL   5 – REVALUATION   6 – REVENUE   7 – RETAINED   8 – STOCKHOLDERS’  
                 RESERVES   RESERVES   RESERVES   RESERVES   EQUITY  
5.1   BALANCE, BEGINNING OF YEAR              1,854,507                    162,210       2,199,461       4,216,178  
5.2   PRIOR-YEAR ADJUSTMENTS                          
5.3   CAPITAL INCREASE / REDUCTION                          
5.4   REALIZATION OF RESERVES                          
5.5   TREASURY STOCK                          
5.6   INCOME / LOSS FOR THE YEAR                   1,148,333   1,148,333  
5.7   APPROPRIATIONS               663,333   (1,148,333 ) (485,000 )
5.7.1   ESTABLISHMENT OF RESERVES               663,333   (663,333 ) 0  
5.7.2   COMPLEMENT OF DIVIDENDS                          
5.7.3   PROPOSED DIVIDENDS                   (167,000 ) (167,000 )
5.7.4   INTERESTS ON OWN CAPITAL                   (318,000 ) (318,000 )
5.8   OTHERS                          
5.9   BALANCE, END OF THE YEAR              1,854,507                    162,210       2,862,794   0   4,879,511  

10


       
FEDERAL PUBLIC SERVICE                          
CVM - SECURITIES COMMISSION                          
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP               CORPORATE LEGISLATION  
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS               Base Period - 12/31/2007  
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES               42.157.511/0001-61  
05.03 – STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY – FROM 01/01/2005 TO 12/31/2005 - THOUSAND OF R$      
1 – CODE   2 – DESCRIPTION              3- CAPITAL   4 – CAPITAL   5 – REVALUATION   6 – REVENUE   7 – RETAINED   8 – STOCKHOLDERS’  
            RESERVES   RESERVES   RESERVES   RESERVES   EQUITY  
5.1   BALANCE, BEGINNING OF YEAR              1,854,507   142,858       1,493,463       3,490,828  
5.2   PRIOR-YEAR ADJUSTMENTS                          
5.3   CAPITAL INCREASE / REDUCTION                          
5.4   REALIZATION OF RESERVES                          
5.5   TREASURY STOCK               (836 )     (836 )
5.6   INCOME / LOSS FOR THE YEAR                   1,177,534   1,177,534  
5.7   APPROPRIATIONS       19,352       706,834   (1,177,534 ) (451,348 )
5.7.1   ESTABLISHMENT OF RESERVES       19,352       706,834   (706,834 ) 19,352  
5.7.2   COMPLEMENT OF DIVIDENDS                          
5.7.3   PROPOSED DIVIDENDS                   (150,000 ) (150,000 )
5.7.4   INTERESTS ON OWN CAPITAL                   (320,700 ) (320,700 )
5.8   OTHERS                          
5.9   BALANCE, END OF THE YEAR              1,854,507   162,210       2,199,461       4,216,178  

11


       
FEDERAL PUBLIC SERVICE            
CVM - SECURITIES COMMISSION            
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP   CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS   Base Period - 12/31/2007
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES   42.157.511/0001-61
06.02 – CONSOLIDATED BALANCE SHEET – LIABILITIES – THOUSAND OF R$    
1 – CODE   2 – DESCRIPTION   3 – DATE – 12/31/2007    4 – DATE – 12/31/2006    5 – DATE – 12/31/2005 
1   TOTAL ASSETS   9,930,739   9,577,120   9,349,353
1.1   CURRENT ASSETS   2,352,019   2,689,761   2,659,420
1.1.1   CASH AND CASH EQUIVALENTS   21,553   30,717   50,809
1.1.2   CREDITS   956,232   932,051   897,989
1.1.2.1   CUSTOMERS   643,451   620,920   591,379
1.1.2.1.1   ACCOUNTS RECEIVABLE FROM            
    CUSTOMERS - PULP   604,835   590,784   568,582
1.1.2.1.2   ACCOUNTS RECEIVABLE FROM            
    CUSTOMERS - PAPER   21,547   24,318   17,266
1.1.2.1.3   ACCOUNTS RECEIVABLE FROM            
    CUSTOMERS - SAWED WOOD   1,941   746   865
1.1.2.1.4   ACCOUNTS RECEIVABLE FROM            
    CUSTOMERS – OTHERS   15,128   5,072   4,666
1.1.2.2   OTHERS CREDITS   312,781   311,131   306,610
1.1.2.2.1   EMPLOYEES   7,201   6,805   8,133
1.1.2.2.2   SUPPLIERS   4,973   3,871   14,198
1.1.2.2.3   TAXES   289,312   287,698   261,508
1.1.2.2.7   OTHERS   11,295   12,757   22,771
1.1.3   INVENTORIES   485,034   498,093   439,190
1.1.3.1   SUPPLIES   134,749   130,342   115,680
1.1.3.2   RAW MATERIALS   80,283   75,374   61,464
1.1.3.3   FINISHED GOODS   268,967   291,214   261,046
1.1.3.4   PRODUCTSD IN PROCESS   0   0   0
1.1.3.5   OTHERS   1,035   1,163   1,000
1.1.4   OTHERS   889,200   1,228,900   1,271,432
1.1.4.1   DEBT SECURITIES   779,266   1,135,768   1,220,941
1.1.4.2   FINANCIAL APPLICATION   73,602   73,192   29,374
1.1.4.3   PREPAID EXPENSES   36,322   19,930   21,107
1.1.4.4   FIXED ASSETS AVAILABLE FOR SALE   0   0   0
1.1.4.5   RETENTIONS ON FINANCING            
    CONTRACTS   0   0   0
1.1.4.6   OTHERS   10   10   10

12


     
FEDERAL PUBLIC SERVICE            
CVM - SECURITIES COMMISSION            
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP   CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS   Base Period - 12/31/2007
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES       42.157.511/0001-61
06.02 – CONSOLIDATED BALANCE SHEET – LIABILITIES – THOUSAND OF R$    
1 – CODE   2 – DESCRIPTION   3 – DATE – 12/31/2007    4 – DATE – 12/31/2006    5 – DATE – 12/31/2005
1.2   NOT CURRENT ASSETS   7,578,720   6,887,359   6,689,933
1.2.1   LONG-TERM ASSETS   572,677   396,084   273,881
1.2.1.1   CREDITS   496,196   359,471   237,738
1.2.1.1.1   SUPPLIERS   43,699   227,374   183,891
1.2.1.1.2   TAXES   265,214   99,948   24,666
1.2.1.1.3   OTHERS   162,143   32,149   29,181
1.2.1.1.4   TAX CREDITS   25,140   0   0
1.2.1.2   ACCOUNTS RECEIVABLE – RELATED PARTIES   0   0   0
1.2.1.2.1   FROM AFFILIATES   0   0   0
1.2.1.2.2   FROM SUBSIDIARIES   0   0   0
1.2.1.2.3   OTHERS   0   0   0
1.2.1.3   OTHERS   76,481   36,613   36,143
1.2.1.3.1   DEBT SECURITIES   58,717   5,707   5,302
1.2.1.3.2   ESCROW DEPOSITS   17,764   30,281   23,397
1.2.1.3.3   RETENTIONS ON FINANCING CONTRACTS   0   0   0
1.2.1.3.4   OTHERS   0   625   7,444
1.2.2   FIXED ASSETS   7,006,043   6,491,275   6,416,052
1.2.2.1   INVESTMENTS   21,563   22,570   23,820
1.2.2.1.1   IN AFFILIATES   0   0   0
1.2.2.1.2   IN AFFILIATES - GOODWILL   0   0   0
1.2.2.1.3   IN SUBSIDIARIES   18,340   19,662   21,163
1.2.2.1.4   IN SUBSIDIARIES - GOODWILL   0   0   0
1.2.2.1.5   OTHER COMPANIES   3,223   2,908   2,657
1.2.2.2   PROPERTY, PLANT AND EQUIPMENT   6,768,949   6,128,572   5,927,496
1.2.2.2.1   LAND   1,237,735   969,358   752,733
1.2.2.2.2   BUILDINGS   764,518   721,370   666,413
1.2.2.2.3   MACHINERY AND EQUIPMENT   3,210,133   3,11,718   3,286,054
1.2.2.2.4   FORESTS   1,198,549   999,556   859,187
1.2.2.2.5   PROGRESS FOR SUPPLIER   16,743   66,649   11,892
1.2.2.2.6   CONSTRUCTION IN PROGRESS   230,394   134,133   223,690
1.2.2.2.7   GOODS OF THE ADMINISTRATIVE SECTION            
    AND OTHER GOODS   110,877   117,788   139,419
1.2.2.4   DEFERRED CHARGES   215,531   340,133   464,736
1.2.2.4.1   INDUSTRIAL   17,982   3,684   6,265
1.2.2.4.2   FORESTS   28,684   0   0
1.2.2.4.3   ADMINISTRATIVE   0   0   0
1.2.2.4.4   GOODWILL ARISING ON ACQUISITION OF            
    ENTITIES   168,865   281,442   394,018
1.2.2.4.5   OTHERS   0   55,007   64,453

13


     
FEDERAL PUBLIC SERVICE            
CVM - SECURITIES COMMISSION            
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP   CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS   Base Period - 12/31/2007
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES   42.157.511/0001-61
06.02 – CONSOLIDATED BALANCE SHEET – LIABILITIES – THOUSAND OF R$    
1 – CODE   2 – DESCRIPTION   3 – DATE – 12/31/2007    4 – DATE – 12/31/2006    5 – DATE – 12/31/2005 
2   TOTAL LIABILITIES   9,930,739   9,577,120   9,349,353
2.1   CURRENT LIABILITIES   906,204   931,528   1,336,226
2.1.1   LOANS AND FINANCING   285,460   332,613   728,411
2.1.2   DEBENTURES   0   0   0
2.1.3   SUPPLIERS   194,849   184,319   196,300
2.1.4   TAXES   65,161   91,329   57,074
2.1.5   DIVIDENDS PAYABLE   80,586   78,133   154,361
2.1.6   PROVISIONS   58,126   53,418   46,097
2.1.6.1   VACATION AND 13th SALARY   25,384   24,388   21,439
2.1.6.2   PROFIT SHARING   32,742   29,030   24,658
2.1.7   LOANS FROM RELATED PARTIES   19,186   20,772   0
2.1.8   OTHERS   202,836   170,944   153,983
2.1.8.1   PROPOSED DIVIDENDS   200,000   167,000   150,000
2.1.8.2   OTHERS   2,836   3,944   3,983
2.2   NOT CURRENT LIABILITIES   3,659,665   3,827,991   3,861,799
2.2.1   LONG-TERM LIABILITIES   3,659,665   3,827,991   3,861,799
2.2.1.1   LOANS AND FINANCING   2,804,750   3,224,814   3,252,052
2.2.1.2   DEBENTURES   0   0   0
2.2.1.3   PROVISIONS   775,374   531,168   526,850
2.2.1.3.1   LABOR CONTINGENCIES   23,129   12,378   20,033
2.2.1.3.2   TAX CONTINGENCIES   478,970   438,040   462,061
2.2.1.3.3   GOODWILL ARISING ON            
    ACQUISITION OF ENTITIES   273,275   80,750   44,756
2.2.1.4   LOANS FROM RELATED PARTIES   0   0   0
2.2.1.5   OTHERS   79,541   72,009   82,857
2.2.1.5.1   SUPPLIERS   0   7,419   24,229
2.2.1.5.2   OTHERS   79,541   64,590   58,628
2.2.2   DEFERRED INCOME   0   0   0
2.3   MINORITY INTEREST   3,850   1,900   798

14


 
FEDERAL PUBLIC SERVICE              
CVM - SECURITIES COMMISSION              
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP   CORPORATE LEGISLATION  
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS   Base Period - 12/31/2007  
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES       42.157.511/0001-61  
06.02 – CONSOLIDATED BALANCE SHEET – LIABILITIES – THOUSAND OF R$      
1 – CODE   2 – DESCRIPTION   3 – DATE – 12/31/2007    4 – DATE – 12/31/2006    5 – DATE – 12/31/2005   
2.4   STOCKHOLDER’S EQUITY   5,361,020   4,815,701   4,150,570  
2.4.1   PAID-IN CAPITAL   2,871,781   1,854,507   1,854,507  
2.4.1.1   COMMON STOCK   1,266,551   783,599   783,599  
2.4.1.2   PREFERRED STOCK   1,605,230   1,070,908   1,070,908  
2.4.2   CAPITAL RESERVES   162,209   162,210   162,210  
2.4.3   REVALUATION RESERVE   0   0   0  
2.4.3.1   OWN ASSETS   0   0   0  
2.4.3.2   SUBSIDIARIES / AFFILIATES   0   0   0  
2.4.4   REVENUE RESERVES   2,369,253   2,862,794   2,199,461  
2.4.4.1   LEGAL   389,485   338,454   281,037  
2.4.4.2   STATUTORY   0   0   0  
2.4.4.3   FOR CONTINGENCIES   0   0   0  
2.4.4.4   UNREALIZED INCOME   0   0   0  
2.4.4.5   FOR INVESTMENTS   1,988,754   2,533,326   1,927,410  
2.4.4.6   SPECIAL FOR NON-DISTRIBUTED              
    DIVIDENDS   0   0   0  
2.4.4.7   OTHER UNREALIZED INCOME   (8,986 ) (8,986 ) (8,986 )
2.4.4.7.1   TREASURY STOCK   (8,986 ) (8,986 ) (8,986 )
2.4.5   RETAINED EARNINGS   (42,223 ) (63,810 ) (65,608 )

15


 
FEDERAL PUBLIC SERVICE              
CVM - SECURITIES COMMISSION              
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP       CORPORATE LEGISLATION  
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS       Base Period - 12/31/2007  
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES           42.157.511/0001-61  
08.01 – CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION – THOUSAND OF R$          
1 – CODE   2 – DESCRIPTION   3 – FROM : 01/01/2007    4 – FROM : 01/01/2006    5 – FROM : 01/01/2005   
        TO : 12/31/2007   TO : 12/31/2006   TO : 2/31/2005  
3.1   GROSS SALES AND SERVICES REVENUE   4,352,175   4,385,042   3,784,409  
3.2   SALES TAXES AND OTHER DEDUCTIONS   (505,262 ) (526,707 ) (452,154 )
3.3   NET SALES REVENUE   3,846,913   3,858,335   3,332,255  
3.4   COST OF GOODS SOLD   (2,470,791 ) (2,315,016 ) (1,866,647 )
3.5   GROSS PROFIT   1,376,122   1,543,319   1,465,608  
3.6   OPERATING (EXPENSES) INCOME   (336,152 ) (603,933 ) (483,929 )
3.6.1   SELLING   (169,906 ) (177,320 ) (164,359 )
3.6.2   GENERAL AND ADMINISTRATIVE   (128,229 ) (138,385 ) (104,719 )
3.6.3   FINANCIAL   29,918   (134,250 ) (49,487 )
3.6.3.1   FINANCIAL INCOME   215,471   349,825   235,548  
3.6.3.2   FINANCIAL EXPENSES   (185,553 ) (484,075 ) (285,035 )
3.6.4   OTHER OPERATING INCOME   50,160   46,193   43,256  
3.6.5   OTHER OPERATING EXPENSES   (116,773 ) (199,564 ) (205,374 )
3.6.5.1   TAX LOSSES PROVISION   84,425   (38,610 ) (20,322 )
3.6.5.2   GOODWILL AMORTIZATION ON ACQUISITION OF RIOCELL   (112,577 ) (112,577 ) (112,577 )
3.6.5.3   OTHER   (88,621 ) (48,377 ) (72,475 )
3.6.6   EQUITY IN THE RESULTS OF SUBSIDIARIES   (1,322 ) (607 ) (3,246 )
3.7   OPERATING INCOME (LOSS)   1,039,970   939,386   981,679  
3.8   NON-OPERATING (EXPENSES) INCOME   (8,911 ) (325 ) (6,542 )
3.8.1   INCOME   3,049   4,667   4,761  
3.8.2   EXPENSES   (11,960 ) (4,992 ) (11,303 )
3.9   INCOME(LOSS) BEFORE INCOME TAXES AND MANAGEMENT REMUNERATION   1,031,059   939,061   975,137  
3.10   INCOME TAX AND SOCIAL CONTRIBUTION   (82,160 ) (68,909 ) (203,484 )
3.11   DEFERRED INCOME TAX ES   (203,644 ) (36,920 ) 70,360  
3.12   MANAGEMENT REMUNERATION AND STATUORY APPROPRIATIONS   0   0   0  
3.12.1   PARTICIPATIONS   0   0   0  
3.12.2   REMUNERATION   0   0   0  
3.13   REVERSION OF INTERESTS ON OWN CAPITAL   298,900   318,000   320,700  
3.14   MINORITY INTEREST   (1,951 ) (1,101 ) (19 )
3.15   NET INCOME (LOSS) FOR THE PERIOD   1,042,204   1,150,131   1,162,694  
    CAPITAL STOCK-QUANTITY (THOUSANDS)   1,030,588   1,030,588   1,030,693  
    EARNINGS PER SHARE   1,01127   1,11599   1,03668  
    LOSS PER SHARE   -   -   -  

17


 
FEDERAL PUBLIC SERVICE            
CVM - SECURITIES COMMISSION            
NOTES TO THE STANDARD FINANCIAL STATEMENTS - DFP       CORPORATE LEGISLATION
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS       Base Period - 12/31/2007
00043-4 ARACRUZ CELULOSE SA AND SUBSIDIARIES       42.157.511/0001-61
08.01 – CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION – THOUSAND OF R$        
1 – CODE   2 – DESCRIPTION   3- FROM: 01/01/2007   4- FROM: 01/01/2006   5- FROM: 01/01/2005
        TO: 12/31/2007   TO: 12/31/2006   TO: 12/31/2005
4.1   SOURCES OF FUNDS   2,547,282   3,751,563   2,198,515
4.1.1   FROM OPERATIONS   1,585,256   1,762,475   1,616,087
4.1.1.1   INCOME (LOSS) FOR THE PERIOD   1,042,204   1,150,131   1,162,694
4.1.1.2   ITEMS NOT AFFECTING WORKING CAPITAL   543,052   612,344   453,393
4.1.2   FROM STOCKHOLDERS   0   0   0
4.1.3   FROM OTHERS   962,026   1,989,088   582,428
4.1.3.1   CONTRIBUTIONS FOR CAPITAL RESERVES   0   0   0
4.1.3.2   REDUCTION IN LONG TERM ASSETS   10,244   11,271   21,452
4.1.3.3   INCREASE IN LONG TERM LIABILITIES   816,419   1,926,871   509,213
4.1.3.4   TRANSFER OF PERMANENT TO CURRENT ASSETS   135,363   50,946   51,763
4.1.3.5   NET CURRENT CAPITAL FROM SUBSIDIARIES   0   0   0
4.2   APPLICATION OF FUNDS   2,859,700   3,316,524   2,179,173
4.2.1   DIVIDENDS   496,885   485,000   470,700
4.2.2   INCREASE IN LONG TERM ASSETS   107,069   125,017   87,582
4.2.3   INCREASE IN PERMANENT ASSETS   1,194223   724,883   662,894
4.2.4   REDUCTION IN LONG TERM LIABILITIES   1,061,523   1,981,624   957,161
4.2.5   SHARE BUY-BACK   0   0   836
4.3   INCREASE (DECREASE) IN WORKING CAPITAL   (312,418 ) 435,39   19,342
4.4   CHANGE IN CURRENT ASSERS   (337,742 ) 30,341   365,732
4.4.1   CURRENT ASSETS, BEGINNING OF YEAR   2,689,761   2,659,420   2,293,688
4.4.2   CURRENT ASSETS, END OF YEAR   2,352,019   2,689,761   2,659,420
4.5   CHANGE IN CURRENT LIABILITIES   (25,324 ) (404,698 ) 346,390
4.5.1   CURRENT LIABILITIES, BEGINNING OF YEAR   931,528   1,336,226   989,836
4.5.2   CURRENT LIABILITIES, END OF YEAR   906,204   931,528   1,336,226

18


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements
for the Years Ended December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

REPORT OF INDEPENDENT ACCOUNTANTS
(Convenience Translation into English of original previously issued in Portuguese)

To the Directors and Stockholders’ of
Aracruz Celulose S.A.
Aracruz – ES

1.      We have audited the accompanying individual (Company) and consolidated balance sheets of Aracruz Celulose S.A. and subsidiaries as of December 31, 2007 and 2006, and the related statements of income, changes in stockholders’ equity (Company) and changes in financial position for the years then ended, all expressed in Brazilian Reais prepared under the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements.
 
2.      Our audits were conducted in accordance with Brazilian auditing standards, which include: (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 and subsidiaries; (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.      In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position, both individual and consolidated, of Aracruz Celulose S.A. and subsidiaries as of December 31, 2007 and 2006, and the results of its operations, the changes in stockholders’ equity (Company) and the changes in financial position for the years then ended, in conformity with Brazilian accounting practices.
 
4.      Our audits were conducted for the purpose of issuing an opinion on the financial statements referred to in the first paragraph, taken as a whole. The accompanying statements of cash flow and of value added for the years ended December 31, 2007 and 2006, presented in order to provide supplemental information, both individual and consolidated, on Aracruz Celulose S.A. and subsidiaries, are not a required part of the basic financial statements. The statements of cash flows and of value added were subjected to the auditing procedures described in the second paragraph above and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
 
  Rio de Janeiro, January 10, 2008
 
  Original signed by:
 
DELOITTE TOUCHE TOHMATSU Amauri Froment Fernandes
Independent Auditors Accountant
CRC-SP 011609/O-S-ES CRC-RJ 039012/O-S-ES

19


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  EXECUTIVE SUMMARY

Creation of Value

In 2007, the growth strategy of Aracruz Celulose remained focused on operational excellence with socio-environmental responsibility, as reflected in a series of sales records, strong cash generation, distribution of steadily rising dividends to stockholders and continued creation of value for society.

Market

The world economy continued to expand during 2007, despite the uncertainty surrounding future performance, with a positive environment being maintained for the paper and pulp industry.

Worldwide demand for paper and pulp reached 390 million tons, growth of 2.7%, or around 10 million tons, over the previous year. The main consumer markets — North America, Europe and Asia — witnessed growth for all types of paper produced from pulp on the market (printing and writing, tissue and special papers).

Over the course of the year, market consumption of pulp rose to the tune of 5% over 2006. Once again, eucalyptus pulp played a leading role, with demand rising by no less than 17%, or 1.4 million tons.

On the supply side, pulp remained in short supply along the entire distribution chain, cutting inventories by pulp producers around the world to just 29 days. Shortages of wood, maintenance stoppages and technical problems at production units, combined with environmental issues, among other factors, all contributed to the decrease in supply.

In spite of expected capacity expansion in Latin America, the pulp market should remain steady in the years ahead, with rise in the demand for eucalyptus fiber, which should generate continuity of an environment favorable to attainment of Aracruz’s growth strategy.

  Strategy

To ensure creation of value and appropriate returns for stockholders, besides reducing business risks and creating an environment favorable to sustainable business growth, Aracruz has based its strategic decisions on investing in organic growth and acquiring assets on the market, both carefully studied before any final decision is made.

20


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

In 2007 we invested US$ 338 million in increasing the installed capacity of out units, with emphasis on optimizing the Barra do Riacho Mill, which will begin turning out 2.3 million tons of pulp per year; another key to growth is expansion of the Guaíba Mill, where the goal is to achieve total production of 1.8 million tons per year by 2010.

Moreover, Aracruz is studying duplication of Veracel (a joint venture with Stora Enso), a Project that should be analyzed by the Board of Directors in 2009 and should add 700 thousand tons per year, corresponding to the one half share held by Aracruz in the joint enterprise.

Investments were further made in expansion of Portocel, on the order of US$ 50 million, in order to reinforce the logistic structure and support the projected rise in production and the commercial strategy of granting privileges in exchange for long-term relationship with customers.

Adequate planning of Aracruz’s growth is fundamental in view of the challenges to be faced by the Company in the years ahead. This is especially the case with respect to achieving our objective of supplying no less than one fourth (25%) of the world demand for short-fiber pulp –roughly 7 million tons – in 2015.

  Sustainability plan

As part of the Strategic Sustainability Plan, the objective of which is to provide more structured treatment for these issues at the Company, in 2007 the following actions were implemented:

Relationships with local communities - Around 80 employees have received training in the new Aracruz engagement model: a critical matrix was drawn up of the locations where the Company operates, taking into account both the impacts caused by its operations as well as those that the communities have on our business. Such mapping allows Aracruz to grant priority to more effective actions and investments, with a view of more harmonious relationships with such communities.

Social investment – Directives and strategies for social investments have been redefined. To make such investments operational, the Aracruz Real Estate Institute (Instituto Aracruz Bem de Raiz) was created to foster sustainable community development based on strengthening of human, social and economic capital, with priority on the critical communities in areas where the Company operates. The Institute was legally registered in 2007 and will begin its activities in 2008.

21


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  Governance

The Board of Directors approved the new version of the Aracruz Code of Conduct, which incorporates the ethical principles consecrated in the declaration entitled "Mission, Vision and Principles". This work was carried out by a group comprised of representatives of various Company areas, with the support of specialized consulting firms. Approval was also granted by the Aracruz Corporate Governance Policy Council, aiming to incorporate best market practices.

The Sustainability Committee, an agency that assists the Council, now counts on the valuable contributions of two independent members: University of Brasília professor (and WWF board member) Cláudio V. Pádua, and forest engineer (and former Acre Governor) Jorge Viana.

Aracruz won or maintained important recognition from the financial community in this area. It was included in the Dow Jones Global Sustainability Index (DJSI 2008 World) for the third consecutive year, for the second time as the only representative of the forestry industry. In Brazil, it has remained on the São Paulo Stock Exchange (BOVESPA) Business Sustainability Index for the third year running since its creation

The Company received the Innovation Award from the Brazilian Corporate Governance Institute (IBGC) due to the fact that it has an anonymous communication channel for information that is received by an independent company entrusted with submitting alerts to the Audit Committee. This past year the communication channel was further extended to suppliers and service provides as well.

Risk management - Aracruz considers risk management an essential instrument to maximize use of its capital and select the best business opportunities, so as to obtain the best risk vs. return ratio for its stockholders.

The Company maintains a Risk Management area, which is responsible for coordinating the process and disseminating the culture of risk management throughout all internal levels. Ongoing monitoring allows for identification, evaluation and treatment of risks related to strategic, operating, financial, legal and environmental factors, contributing mightily to the sustainability of our business.

In 2007 we made important advances in enhancing control methods, based on best market practices, and we formulated a specific policy for managing corporate risks, to be approved by Management in 2008.

22


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  Independent Accountants

Services provided by Deloitte Touche Tohmatsu Auditores Independentes, as established by Article 2 of CVM Instruction No. 381/03.

During the year ended December 31, 2007 fees related to other services provided by Deloitte did not exceed 5% of the remuneration for the external audit services provided.

Procedures adopted by the Company, pursuant to Item III, Article 2, of CVM Instruction No. 381/03:

Prior to contracting professional services other than those related to external auditing, the Company consults its Independent Accountants in the sense of obtaining assurance that performance of such other services do not affect the independence and objectivity required for performance of the independent audit services, and it also obtains the appropriate approval of its Audit Committee.

Summary of the justification set out by the Independent Accountants - Deloitte Touche Tohmatsu, in accordance with Item IV, Article 2, of CVM Instruction No. 381/03:

The performance of other professional services not related to the external audit described above does not affect either the independence or the objectivity of the external audit conducted on the Company and its Subsidiaries, jointly held and affiliated companies.

The policy of performing services for the Entity in question (the Company) not related to external audit is based on principles that preserve the independence of the independent auditors, among them: (a) the auditors are not to examine their own work, (b) the auditors are not to perform managerial functions at Entities where they perform external audit functions, and (c) the independent auditors are not to promote the interests of the Entity audited, which did not occur in performing the services in question.

23


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  Economic and financial performance

Consolidated Statement of Income (in millions of R$ - Brazilian corporate legislation)

 
    2007   2006   % change  
NET SALES REVENUES   3.847   3.858   -  
Cost of Products Sold   2.471   2.315   7 %
GROSS PROFIT   1.376   1.543   -11 %
Selling, Administrative and Other Operating Expenses   365   469   -22 %
RESULTS OF OPERATIONS, INCLUDING              
FINANCIAL RESULTS   1.011   1.074   -6 %
Net Financial Expenses, Monetary and Exchange              
Variations, Equity Pickup and Others   (18 ) 136   -113 %
Income Tax and Reversal of Interest on Capital Invested   (13 ) (212 ) -94 %
CONSOLIDATED NET INCOME   1.042   1.150   -9 %
ADJUSTED CONSOLIDATED EBITDA (**)   1.669   1.755   -5 %
(**) Disregarding accounting adjustments not affecting operating cash          

Net operating revenues were impacted by the lower sales price in Reais, basically due to the considerable appreciation of the Real by 10% (average exchange rate), even though sales prices in Dollars have risen by 8% and the volume of pulp sales was up 3%, representing a new record (3.1 million tons in 2007).

Cost of products sold (pulp) was chiefly impacted by the rise in the price and consumption of raw materials.

Operating expenses were down 22% compared with 2006, mainly due to the 7% cutback in administrative expenses, reflecting less expenditure on advertising, and the recovery of part of the ICMS credit through sales to third parties, thus reversing the provision for loss that had been set up. A similar procedure was carried out for the credits the Company expects to recover short term, with both effects benefiting the Other Operating Expenses line of the Income Statement. At the end of 2007 the balance of the provision for possible losses on ICMS credits was R$ 195 million.

Operating cash generation (as measured by EBITDA adjusted by other strictly accounting entries without impact on cash) was R$ 1.7 billion, 5% below the R$ 1.8 billion posted in 2006.

Financial expenses were 21% lower than in 2006, principally caused by expenses on early settlement of the securitization program in 2006. During 2007, our rating according to the Moody's risk classification agency was upped one more point to Baa2, equivalent to the ratings indicated by both Standard & Poor and Fitch.

Financial revenues remained stable, favored by a gain of R$ 199 million in hedge operations. As a means of protecting the Company against exposure to its cash flow, the Executive Officers of Aracruz decided to use derivative financial instruments against appreciation of the Real. At the end of 2007, the position sold in Dollars at the BM&F was equivalent to US$ 150 million.

24


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

Monetary and exchange variations recorded a gain that was fully 50% above 2006, basically due to the appreciation of the Real during the period (17% in 2007 compared with 9% in 2006).

The provision for income tax and social contribution, in the amount of R$ 286 million in 2007, (R$ 106 million in 2006), encompasses R$ 82 million in current taxes (R$ 69 million in 2006) and R$ 204 million in deferred taxes (R$ 37 million in 2006). The reason for the rise in deferred taxes in comparison with 2006 is the impact of the appreciation of the Real against the Dollar based on taxable income.

As a result, net income was R$ 1.042 million, a reduction of 9% compared to the R$ 1,150 million posted in 2006, while pretax income was R$ 1,029 million, 10% above 2006.

The main variations in results comparing the two years are the following:    
R$ millions    
Lower sale price for pulp denominated in Reais (164 )
Greater volume of pulp sales 45  
Effect of price on costs (67 )
Lower operating expenses 104  
Increase in net financial revenues, including monetary and exchange variations 164  
Higher provision for Income Tax and Social Contribution (180 )
Other variations (10 )

Net indebtedness, comprised of total gross debt less cash, was down 7% (or R$ 155 million) in comparison with 2006. Greater expenditures on investments, payment of dividends and interest on capital invested, as well as lower exchange variation revenues, were more than offset by strong operating cash generation, which permitted reduction in net debt. Aracruz’s cash position as of December 31, 2007, in the amount of R$ 933 million, represented 3 times the principal of the short term debt, in the amount of R$ 267 million, reflecting the Company’s favorable debt profile.

Non-GAAP information – Reconciliation with GAAP information

The Company believes that, in addition to its GAAP financial information, certain financial indicators, such as adjusted EBITDA and net debt, allow managers, investors and analysts to compare and appraise in a more complete fashion the Company’s performance and results of operations.

Net debt represents total gross debt less cash and cash equivalents (cash and short-term investments in marketable securities). Net debt is not an official financial indicator under BRGAAP and does not represent the cash flow for the period indicated, and should therefore not replace cash flow as an indicator of liquidity or measure of cash generation. The calculation of net debt does not have a defined standard and should not be compared to the net debt of other companies. In addition, the Company believes that certain investors and financial analysts use net debt as an indicator of liquidity and financial leverage.

25


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  Adjusted EBITDA

The aim of including Adjusted EBITDA is to provide a measure that permits evaluation of the cash generation of a company’s operations. The term EBITDA refers to an indicator defined as earnings (loss) before interest, taxes, depreciation and amortization. As the Adjusted EBITDA excludes interest, income tax, depreciation and amortization, as well as monetary and exchange variations and equity pickup, it provides an economic performance indicator that is not affected by debt restructurings, fluctuations in interest rates or tax rates or changes in the levels of depreciation and amortization and non-recurring expenses. Nevertheless, the Adjusted EBITDA is not a measured defined as a GAAP and may not be comparable with other indicators with the same name reported by other companies. The Adjusted EBITDA should not be considered as a substitute for operating income or measure of liquidity that is better than operating cash flow, which is determined by GAAP. The Adjusted EBITDA is provided to provide additional information with respect to a company’s ability to pay off debts, carry out investments and cover working capital needs.

  Stock market

In terms of Wall Street trading, in May of this past year Aracruz commemorated 15 years of listing on its ADR’s on the New York Stock Exchange (NYSE).

In 2007 the average daily turnover of our shares on both the São Paulo (Bovespa) and NY exchanges reached US$ 41 million, fully 62% higher than in 2006.

The market value of Aracruz Celulose S.A. reached US$ 7.7 billion at the end of 2007, growth of no less than 21% in relation to 2006.

Information on Aracruz shares   December 31, 2007
Total number of shares   1,030,587,806
   Shares of common stock   454,907,585
   Shares of preferred stock   575,680,221
   ADR (“American Depositary Receipt”)   1 ADR = 10 preferred shares B
Market Value   US$ 7.7 billion
Average daily financial volume traded - 2007 (Bovespa and NYSE) *   US$ 41 million
* Source: Bloomberg    

Dividends and interest on capital invested

A total of R$ 299 million was distributed in 2007 in the form of interest on capital invested, as a means of prepaying annual mandatory dividends for the fiscal year, with R$ 78.9 million declare don December 21, R$ 76 million declared on September 18, R$ 77 million on June 19 and R$ 67 million on March 21, pursuant to Article 9 of Law No. 9249/95.

Above and beyond the various declarations of interest on capital invested base don performance in the year 2007, Management is proposing payment of dividends in the amount of R$ 200 million, to be submitted to the approval of the Stockholders at their Annual General Meeting (AGM), to be held April 30, 2008. If the proposal is confirmed, total distribution relating to the year 2007 will add up to R$ 499 million, or R$ 0.50 per share of class B registered preferred stock (PNB).

26


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  Capital investments

Capital investments made by Aracruz in 2007 totaled R$ 1,194 million, a figure that is 65% higher than in 2006, highlighted by:

Barra do Riacho Mill – Optimization Project was concluded to increase the unit’s annual pulp production capacity by 200 thousand tons per year, upping the total output to 2.33 million tons per year. As a result, global production costs are expected to be cut by approximately US$ 5/t, on account of gains in economies of scale and reduction in consumption of raw materials.

Guaíba Mill – The initial phase of purchasing lands and forming forests to meet projected rise in capacity has already been approved by the Board of Directors and over 70% of the lands have either already been purchased or are in the negotiation phase. Final approval of the project, which includes the decision for the total investment in expansion, should take place at the next Board meeting, set for March 2008. The expansion project should be concluded in 2010 and will increase the unit’s total production capacity to 1.8 million tons per year.

Portocel – The first phase of the expansion Project, which should be concluded in 2009, includes construction of a new mooring berth for ships, a new pulp barge terminal, a sixth pulp warehouse, dredging to a level of 12.5 meters, operating enhancements and technical adaptations. Investments are estimated at US$ 80 million and will increase total terminal handling capacity to 7.5 million tons of pulp shipments per year in 2009.

A second stage of the expansion project is slated to occur between 2010 and 2026. With investments on the order of US$ 244 million to be made by the port’s shareholders, Aracruz and Cenibra, the Project calls for construction of four more berths, two more warehouses and a new railroad branch line, thereby increasing annual terminal handling capacity to 17 million tons.

Veracel – By the end of 2008, around 70% of the forests required to double Veracel’s tracts will have been acquired. The new production line will have the capacity to turn out 1.4 million tons of pulp per year, which will raise the unit’s rated capacity to 2.3 million tons per year (50% for each one of the partners, Aracruz and Stora Enso).

Capital investments in 2007 have been allocated to the following projects:

    R$ million
Tree growing   285
Purchase of lands and forests   267
Other forest investments   60
Current industrial investments   101
Optimization projects (Guaíba and Barra do Riacho mills)   298
Investments in Veracel   101
Investments in Portocel   53
Other investments   29
Total                1,194

27


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

Intangible assets

Management of intangible assets has contributed to Aracruz’s sustainable growth in many respects, such as personnel, technological research and development, commercial and social, etc. and has buttressed the Company’s role as a developmental agent for Brazil as a whole.

In 2007 Aracruz conducted an appraisal of the level of satisfaction of its customers, coordinated by a specialized consulting firm. The results reaffirmed their trust and satisfaction in the quality of our

products and services.

For the fourth consecutive year, Aracruz was on the list of the “Best Companies to Work for in Brazil”, compiled by the You Inc. Guide prepared by Exame (a leading business magazine), attesting to the perception on the part of our employees that they are working in a healthy environment that encourages innovation.

Aracruz further carried out its fifth Organizational Climate Survey, which is conducted every two years. Participation in the survey is voluntary but even so managed to garner the signing on of no less than 87% of employees. The results were a favorable ratio of 63%, reflecting the level of approval of

management’s handling from varying standpoints.

We provided continuity to our efforts aimed at enhanced communication at a regional and national, level, striving to expand the level of knowledge and favorable impressions on the part of the various publics with whom we deal.

Aracruz, which is already ranked investment grade by Moody’s, Fitch and Standard & Poor's, obtained improvements in its risk classification. In 2007, Moody's Investor Service raised the rating of Aracruz Celulose S.A. ("Aracruz") from Baa3 para Baa2, on a global scale and in local currency, and from Aa1.br to Aaa.br on a national scale, assuring that the Company has one of the best ratings/outlooks among paper and forest product companies in the entire world.

Customer satisfaction

In the year in which it celebrated its 40th birthday, Aracruz has held firmly to its world leadership

position in eucalyptus pulp production.

The constant striving for innovation and enhancement of products and processes has made it feasible to increase the volumes placed on the market, contributing to consolidation of the long-term relationships

we maintain with our commercial partners.

Pulp production and sales

In 2007 Aracruz repeated the excellent performance of the previous year, turning out 3.1 million tons of pulp.

The project for expansion of the production capacity at the Barra do Riacho Mill has been concluded, raising its annual capacity to 2.3 million tons of pulp. This optimization was carried out during the periodic work stoppage and, indeed, was pulled off in record time, with minimum impact on annual

28


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

production.

Company sales in 2007 were more than 3.1 million tons, which means all the volume produced in the period was sold and the relationship between capacity and actual production were totally aligned.

The European and North American markets continued to represent the biggest volume of Aracruz’s sales, accounting for 41% and 34% of all shipments, respectively. By the same token, the Asian market, which has been growing in terms of volume and weight of total sales, accounted for 23% in 2007.

  Logistics and distribution

Geographic distribution of sales:

Brazil:   2 %
Asia:   23 %
North America:   34 %
Europe:   41 %
Source: Aracruz Celulose      
Sales for final use:      
Tissue paper:   59 %
Printing and writing paper:   23 %
Special paper:   18 %
Source: Aracruz Celulose      

To ensure efficient distribution of rising volumes of pulp to its customers, Aracruz has made important investments in enhancement of its logistic processes.

Standardization of shipment of pulp from all ports where the Company operates has been concluded. Accordingly, the entire process of loading and unloading Aracruz pulp hauled by ships is now handled directly by the Company itself, assuring greater speed in delivering products to our customers.

At Portocel, two new mooring berths entered into operation for handling finished product barges (wood and pulp) and work was concluded on dredging down to 12.5 meters. With this increase, the terminal has become able to handle shipments using all types of vessels specialized in hauling forest products, which will permit significant improvements and flexibility in the process for contracting freight.

In February, a single-day record for shipping pulp was set, involving a volume of 35 thousand tons.

  Technical support

Aracruz has structured a technical assistance department at its office in Hong Kong, in order to more closely monitor in real time the performance of its pulp at customers located in Asia.

29


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  Internal processes

Research and technology

Research work oriented to the forestry area have resulted in the creation of new eucalyptus clones, with greater pulp productivity at the different units of the Company, besides more appropriate wood quality to meet customer demands. Special mention should be made of the unprecedented recommendation for use of hybrid clones E. urophylla x E. dunn for planting at the Guaíba Unit in the State of Rio Grande do Sul.

Also worth highlighting are the studies related to environmental sustainability at Aracruz, especially those involving climate change and alternative production of biofuels on Company lands.

In the area of industrial technology, work has been intensified for differentiation of pulp, including evaluations of unconventional technological alternatives, such as the use of additives and techniques for introduction of alterations in the surface of the fibers.

The results obtained in 2007 permit confirmation of the differentiating potential of Aracruz pulp in the manufacture of tissue, printing, writing and special papers.

Technological prospecting work has been intensified in different areas, mainly related to bio-energy and bio-products, technologies for environmental control and leading edge technologies, such as those related to surface chemistry.

  Forest operations

Seedling production

The modifications implemented in the Aracruz Regional Nursery have provided significant advances in terms of the quality of seedlings and decrease in the incidence of diseases, leading to cutbacks in throw-aways and cost of seedling production. Enhancements in the processes for reusing water and final disposal of effluents will be concluded in the first half of 2008.

Aracruz plans to build a new nursery in the township of Nova Viçosa, Bahia. The unit will have capacity to produce 30 million clonal eucalyptus seedlings per year and construction should begin in February, after the environmental licensing process is concluded. Investment outlays will be on the order of R$ 23 million and the forecast is that the project should be concluded by October of 2008.

  Wood production and supply

A total of 9,494 thousand cubic meters of wood were consumed in the production of the Barra do Riacho - UBR (7,872 thousand m³) and Guaíba – UG (1,622 thousand m³) units.

Most part of the wood used by the Company comes from its own forests, though a rising share of the wood supply comes from the Forest Producer Program.

30


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

Origin of wood used by Aracruz in 2007


The Company maintains a ratio of 0.6 hectare of native reserve for each 1 hectare planted with eucalyptus trees.

In terms of forest planning, important advances have been obtained in the system for optimizing wood supply, permitting implementation of projects for expansion of the forest base, which is a fundamental step for supporting the Company’s growth strategy.

  Forest Producer Program

In 2007 the Forest Producer Program accounted for 14% of the wood supplied to the UBR and 10% to the UG. No less than 442 new contracts were signed and about 9 thousand hectares were planted with eucalyptus trees. The Program wound up the year with marked presence in no fewer than 157 municipalities (townships) in the Southeastern States of Espírito Santo, Rio de Janeiro and Minas Gerais, in the Northeastern State of Bahia and the Southern State of Rio Grande do Sul, with 92.7 thousand hectares of area contracted, of which fully 87 thousand are already planted.

  Wood logistics

Shipping wood by sea accounted for the hauling of 1.3 million m³ in 2007, which meant a reduction of 52 thousand truck trips, contributing to decrease of traffic on the nation’s main coastal highway, BR-101, in the stretch where Aracruz has developed its forest operations.

In July the record was broken for wood hauled in a single month, hitting the mark of 749 thousand m³.

31


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  Forest certification

Certification of forest management and the custody chain under the norms of Cerflor (Brazilian standards Nos. NBR 14789 and NBR 14790) was maintained in 2007 for all of Aracruz’s own forests, attesting that all the raw materials employed feature at least 70% wood certified as resulting from sustainable forest management practices.

In 2007 Aracruz began studies in the sense of harmonizing its forest management systems to the principles and criteria adopted by the FSC, at the same time as it is evaluating the possibility of filing for certification under this system, based on a process that will involve discussion with all the various parties with interest in the matter.

  Industrial operations

Pulp production

The three industrial units run by Aracruz produced 3.1 million tons of pulp in 2007, distributed as follows:

Volume produced per unit in 2007 (thousands of tons)


Worthy of special note is the rise in production at Veracel, which exceeded its rated capacity (900 thousand tons per year) by an astonishing 17%, achieving the mark of 1,051 thousand tons in 2007.

  Training and development

Personnel management

In 2007, Aracruz was responsible for maintaining 12,010 direct jobs, of which 2,495 are full Company employees and 9,515 outsourced employees who work for companies that provide services to Aracruz on a permanent basis.

32


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

The profile of the Company’s own employees is as follows:

Average age bracket – 37 years
College educated – 30%
High school – 62%
Male – 88%
Natives of ES, BA and RS – 78%
Average length of service at Company – 12 years

The Organizational Climate Management process contributed to the Company’s achieving important recognition in terms of human resources: winning the coveted Sesi Work Quality Award for the State of Espírito Santo. This award evaluates such aspects as personnel management, training and development, quality of life index (QLI) and socio-environmental development.

Training and development – In 2007 Aracruz provided no fewer than 105,697 hours of training sessions, an average of 42 hours per employee.

At the Guaíba Unit, the Suggestions for Improvement Program were maintained. This program, which encourages participation by employees in solving problems and maximizing daily procedures, led to 58 ideas being registered and 10 being adopted and implemented by the Company.

Quality of life index (QLI) – Aracruz’s commitment to its employees extends to actions intended to enhance the quality of their lives, as highlighted by support for employees addicted to tobacco and other forms of substance abuse, professional rehabilitation, preparation for retirement and guided physical activities.

The Company’s postretirement benefit plan, which is provided by Fundação Aracruz de Seguridade Social (Arus), a private entity that Aracruz is the main sponsor of, reached the end of 2007 with 4,583 active and assisted participants and net worth of R$ 520 million.

Opportunities for youths

In 2007 Aracruz had 128 college-level trainees working on its staff, most of them students taking Business Administration, Chemical Engineering and Forestry programs at leading universities, besides 35 other level trainees, mainly from chemistry and pulp and paper courses provided by vocational training institutes.

Likewise oriented to offering youths opportunities for Professional development, the Apprentice Minor Program at Aracruz and Portocel featured the participation of 58 adolescents from low-income families in the surrounding communities of Vila do Riacho and Barra do Riacho, in Aracruz, and in the township of Conceição da Barra.

Professional training in communities

In partnership with the National Industrial Apprenticeship Service for the State of Paraná (Senai-PR), Aracruz began the Pulp Manufacturing Training Program. Forty-five of the 1,500 candidates who applied were selected to take the course, which includes three months of theoretical classes, three months of training and a year to work as a trainee operator in the industrial area of Aracruz.

33


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

In partnership with Senai, Aracruz provided continuity to the course in Forest Machine Maintenance Operator, which covers 28 townships in the States of Espírito Santo, Minas Gerais and Bahia. So far, 366 operators have concluded training, of which 278 now work as Company tree harvest operators.

Citizenship

In 2007, around 22 thousand people benefited from the 149 actions undertaken by Aracruz volunteers. Already in its fourth year the program kept its focus on actions intended to support asylums, orphanages and patients interned in hospitals and, once again, promoted the campaign entitled Christmas in Solidarity, which gathered and distributed 63 tons of food for the needy.

The Minicompany program, carried out in conjunction with the famed NGO Junior Achievement, also featured participation by Company volunteers. The objective is to orient students in setting up and managing a company. In 2007, Aracruz volunteers oriented 32 adolescents from the Mons. Guilherme Schmitiz School, located in Aracruz (ES), to set up the company called Papelarte, which is engaged in the business of manufacturing articles made of newspaper.

Suppliers

The Integrated Supplier Development and Qualification Program (Prodfor) celebrated 10 years of existence in Espírito Santo. Maintained by 12 large companies (including Aracruz, Prodfor has been effective in forming a reliable supply chain for companies and providing growth opportunities for local suppliers.

In 2007 a survey was conducted to evaluate the program’s results. The companies surveyed accounted for total billings in the period of R$ 2.5 billion and creation of 21 thousand direct jobs and another 64 thousand indirect jobs. After certification by the program, these suppliers have average annual sales growth of 17.4%, much higher than the national average. At present, 83 Aracruz suppliers are certified by the program or in the process of certification.

Relationship with interested parties

Dialogues with NGO’s - Discussions continued with NGO’s in the States of Bahia and Espírito Santo regarding issues such as development of forests, multiple uses of eucalyptus, planting of native species for future commercial use, planting eucalyptus trees around Conservation Units and Marine and Land Conservation Units. In both states agreements were established regarding forest development and some projects area already being scoped for joint implementation.

In Rio Grande do Sul, there has been approximation involving certain local environmental NGO’s and forestry companies, with a view to initiate dialogue regarding the situation of the southern end of the Atlantic Rainforest, an initiative linked to the National Atlantic Rainforest Dialogue. As a result of such approximation, issues related to the Pampas (grasslands) bioma are also being brought up for discussion.

34


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

Aracruz and Indian communities - The dispute for land involving Aracruz Celulose and the Indian communities of Espírito Santo came to a conclusion at the end of 2007. On December 3, the final Term of Settlement (TAC) was signed at the Ministry of Justice covering the rights and obligations of each party (Aracruz, the Indian communities and FUNAI) in the process of transferring approximately 11,000 hectares of lands to the Indian communities and assuring that all the eucalyptus wood planted in the area (around 6,800 hectares) will be felled and removed by the Company as indemnity for the improvements made. Expansion of the Indian reservations further requires ratification by decree to be signed by the President of Brazil and subsequent demarcation of lands, at which time effective transfer of ownership will take place.

The agreement, which has been followed up on by all the authorities participating in the negotiation process, including the Brazilian Government Attorney and FUNAI (the agency that will be in charge of hiring an independent firm to physically demarcate the lands) calls for both parties to waive from any present or future actions in this regard. This waiver is to be ratified by the Federal Courts in the City of Linhares - ES.

Prior to signature of the final TAC, the terms thereof were submitted to a vote by the Indian communities and approved at a general meeting held on October 16, being further ratified by them at another meeting held November 28, 2007, as recommended by Convention 169 of the International Work Organization (IWO) on Indian and Tribal Communities, to which Brazil is a signatory.

Aracruz considers the settlement a sustainable solution that seeks equilibrium among the parties involved, to the extent that it makes it feasible for the Indian communities to expand their lands and provides the Company with the legal security that such lands will not be expanded in the future.

  Information technology

Most of our efforts in the area of Information Technology have been aimed at revision of the Integrated Company Management System (SAP R/3). Original implementation of the SAP at Aracruz occurred in 1998, and the project for reimplementation was begun in 2007, with conclusion slated for January 2008. The principal objective is revising the Company’s processes, which have undergone several modifications over the past 10 years, aiming to make them simpler and more unified, as well as to increase productivity at the business units.

Work continue don the Project to implement IT governance, based on best market practices, in line with Aracruz’s corporate governance strategy. Besides reviews of the change management processes (maintenance work on infrastructure and systems) and continuity, implemented in 2006 and required for compliance with the Sarbanes-Oxley Law, a process for managing incidence was also implemented. This latter process has permitted creation of a single contact point for users, thus speeding up handling of calls.

Slated for 2008 are the following: implementation of support processes for better handling of IT demands and projects, as well as establishment of a service level agreement with user areas.

Actions were further implemented to improve the level of security, performance and availability of the corporate network, with analysis of vulnerabilities of the environment, updating of securi9ty tools and revision of the wireless network.

35


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise
Convenience Translation into English of original previously issued in Portuguese)

1      Business Context
 

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 an installed production capacity of 3,210 thousand tons per annum. Of this total, 2,330 thousand tons are turned out from the mill in Barra do Riacho (ES), 430 thousand tons from the RS mill and 450 thousand tons relating to its 50% stake in Veracel Celulose S.A., which runs the mill located in Eunápolis, BA (which has total installed production capacity of 900 thousand tons per year).

In September, 2007, work was concluded on the project for modernization of one of the production lines at the Barra do Riacho mill. As a result, the rated production capacity of this unit was increased by 200 thousand tons per year as from October, 2007.

Aracruz owns 50% of the capital stock of Veracel Celulose S.A. (“Veracel”), with the other half being held by the Swedish-Finnish group Stora Enso.

The Company’s operations are integrated with those of its Subsidiaries, both joint and affiliated concerns, which operate in: (i) distribution of products on 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], (ii) port services (Portocel - Terminal Especializado de Barra do Riacho S.A.), (iii) forestation and reforestation of eucalyptus trees, under a loan for use agreement (Mucuri Agroflorestal S.A.), (iv) manufacture of solid wood products (Aracruz Produtos de Madeira S.A.), (v) consulting services and international trading activities [Ara Pulp - Comércio de Importação e Exportação, Unipessoal Ltda. (Ara Pulp)] and (vi) pulp production (Veracel).

Based on the increase in the performance of port services to third parties and to the affiliated company Veracel, the need arose to carry out work to expand, revamp and enhance the Barra do Riacho Private Terminal. The Company’s subsidiary Portocel contracted financing in the total amount equivalent to R$ 50 million, which in Brazilian currency corresponds to R$ 104 million [Note 13(b)], to be invested in Phase 1 of the project for expansion of the Terminal, which is slated for conclusion in May 2008 and expected to start operations in June of this year.

Aracruz expects to obtain final approval from stockholders for expansion of the Guaíba Mill at the beginning of 2008. The initial phase, involving purchase of lands and formation of forests, has already been approved by the Board of Directors, and purchase agreements have already been signed or tracts committed for sale involving more than half the lands involved. Total investment in the Guaíba expansion Project is estimated at approximately US$ 2 billion. It should be concluded in 2010 and will bring on stream an additional 1.3 million in annual pulp output at present capacity, bringing total Guaíba Unit production to 1.8 million tons per year.

36


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

2      Presentation of Financial Statements and Summary of Significant Accounting Policies
 
  The Company’s financial statements have been prepared in conformity with accounting practices adopted in Brazil and procedures determined by the Brazilian Securities Commission – CVM and Institute of Independent Auditors - IBRACON, the most significant of which are as follows:
 
  a)      Revenues arise mainly from long-term contracts for pulp, and are recognized when the risk of ownership has passed to the customer. Other revenues, costs and expenses are reported on the accrual basis of accounting.
 
  b)      Inventories are stated at the lower of the average cost of purchase or production, and replacement of realizable values.
 
  c)      Other current and noncurrent assets are stated at the lower of cost or net realizable value, including, when applicable, interest accrued through the balance sheet date.
 
  d)      Permanent assets are carried at cost restated by government indices through December 31, 1995, and include the capitalization of net financial charges incurred on fixed assets in progress, combined with the following aspects: (i) investments in affiliated, jointly controlled and affiliated companies (“Subsidiaries”) are recorded by the equity method, based on financial information booked according to the same accounting practices adopted by the Company as of December 31, 2005; (ii) depreciation on a straight-line basis over the estimated useful lives of the related assets (Note 11); (iii) timber depletion computed on the cost of cultivation and maintenance of the forests and calculated on the unit-of-production basis, net of tree-development costs benefiting future harvests; (iv) goodwill arising on acquisition, attributed to the fixed assets and deferred charges upon the upstream merger of the respective subsidiary [Note 12 (i)]; and (v) amortization of the deferred charges over the years that the benefits arising from them current are enjoyed (Note 12).
 
  e)      Current and noncurrent liabilities are stated at their known or estimated values, including accrued financial charges and proportional monetary and exchange variations incurred through the balance sheet date.
 
  f)      The preparation of the financial statements requires Company Management to use estimates and judgments related to the recording and disclosure of assets and liabilities, including allowances for doubtful accounts, provisions for losses on inventories and tax credits, definition of useful lives of fixed assets, amortization of pre-operating expenses and goodwill on acquisitions of equity stakes, provisions for contingencies and recognition of revenues and expenses. Actual results may vary from estimates and judgments made by Management.
 

37


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

g)      The consolidated quarterly financial statements include the following Subsidiaries, all as of the Company’s financial reporting date and according to uniform accounting practices:
 
    Stake in Capital (%)
Pulp production:    
 Veracel Celulose S.A.   50
Eucalyptus forests and reforested areas:    
 Mucuri Agroflorestal S.A.   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 and Exportação, Unipessoal Ltda.   100
 Riocell Limited   100
Manufacture of solid wood products:    
 Aracruz Produtos de Madeira S.A.(*)   33,33
Special Purpose Company – SPC:    
 Arcel Finance Limited (Note 13) (**)   100
(*) The stake held in Aracruz Produtos de Madeira S.A. is 1/3 of its shares and is recorded
under the equity accounting method.    
(**) Arcel Finance Limited was dissolved on November 27, 2007.    
The exclusive funds recorded as short-term investments have been included in the Company’s
consolidation process (Note 4).    

The consolidation procedures for the balance sheet and the statements of income reflect the sum of the balances of assets, liabilities, income and expenses accounts, together with the following eliminations: (i) stakes in capital, reserves and retained earnings (deficit) against investments, (ii) balances of intercompany current accounts and other assets and/ or liabilities, (iii) effects of significant transactions, (iv) separate reporting of participation of minority shareholders in results and stockholders’ equity of the controlled companies and (v) elimination of unrealized profits among Group Companies.

In accordance with Brazilian Securities Commission (CVM) Instruction 247/96, the Company proportionally consolidated its interest in Veracel Celulose S.A., given that it is jointly controlled (50%) under the terms of the shareholders agreement.

38


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

Summary financial statements of Veracel, as proportionally consolidated by Aracruz, are as follows as of December 31:

    2007   2006
    707   401
Cash and cash equivalents        
 Inventories   60,066   66,649
 Property, plant and equipment/Deferred charges   1,537,124   1,547,581
 Other assets   192,489   224,827
Total Assets   1,790,386   1,839,458
 Suppliers   18,226   21,526
 Financings   594,238   895,966
 Other liabilities   21,914   19,042
 Shareholders’ equity   1,156,008   902,924
Total Liabilities and Equity   1,790,386   1,839,458
Net sales revenues   399,214   385,557
Gross profit   102,860   117,030
Operating income   44,065   68,249
Net income   1,216   13,529

h)      With a view to enhancing the quality of the information provided to the market, the Company is presenting, as additional information, the Statement of Cash Flows and the Statement of Value Added.
 
  The Statement of Cash Flows was prepared in accordance with Pronouncement NPC-20, issued by the Brazilian Institute of Independent Auditors - IBRACON, reflecting the main transactions involving cash and cash equivalents of the Company and its subsidiary, affiliated, jointly controlled and associated companies (“Subsidiaries”), other than for securities with maturities above 90 days. This statement is divided into operating, investing and financing activities.
 
  The Statement of Value Added, prepared in accordance with Pronouncement NBC T 3.7 of the Federal Accounting Council (CFC), presents the result of operations for the period from the point of view of generation and distribution of value added, where the four main beneficiaries of the value generated by the Group’s activities are: employees, government, third party and capital invested by stockholders.
 

39


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

3      Marketable Securities
 
  As of December 31, 2007 and 2006, the marketable securities recorded in the consolidated balance sheet chiefly comprise Certificates of Deposit (CD’s) denominated in Reais, placed overseas with leading financial institutions, through the Company’s subsidiary Aracruz Trading International Ltd., with original maturities of less than 90 days.
 
4      Short-term Investments
 
  As of December 31, 2007 and 2006, the Company held units of ownership (quotas) in two exclusive private investment funds and investments in certificates of bank deposit (CDB’s) with original maturity of over 90 (ninety) days. The funds are comprised principally of CDB’s and other securities, the yields of which are pegged to the Certificate of Interbank Deposit (CDI) index, maintained with prime Brazilian financial institutions, with final maturities between January of 2008 and April, 2011. The securities included in the portfolio of the private investment funds feature daily liquidity and the Company considers such investments as securities held for trading.
 
  These exclusive funds do not entail significant financial obligations. Any obligations are limited to the service fees paid to the asset management companies employed to execute investment transactions, audit fees and other general and administrative expenses. There are no consolidated assets of the Company that are collateral for these obligations and the creditors of the funds do not have recourse against the general credit of Aracruz Celulose S.A.
 
        Company
Description   2007   2006
Certificates of Bank Deposit   641,251   418,429
Box of Options - CDI       155,757
Brazilian Federal Government Bonds   27,137   52,224
Debentures   45,194   88,960
Total   713,582   715,370

As of December 31, 2007, the difference between the Company and Consolidated balances, in the amount of R$ 65,648 (R$ 420,398 in 2006), refers to CDB’s denominated in Reais maintained at leading financial institutions in Brazil through the subsidiary Portocel - Terminal Especializado de Barra do Riacho S.A.

40


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

5      Accounts Receivable - Trade
 
        Company   Consolidated  
    2007   2006   2007   2006  
Domestic customers   32,169   18,258   32,321   20,826  
Foreign customers                  
   Subsidiaries   173,635   69,091          
   Other customers (third parties)   124   4,326   578,973   578,650  
   Allowance for doubtful accounts           (6,459 ) (8,692 )
    205,928   91,675   604,835   590,784  

6      Inventories
 
        Company   Consolidated  
    2007   2006   2007   2006  
Pulp – finished products                  
   At mills   27,512   52,838   39,840   71,392  
   Overseas           228,638   218,315  
Paper – finished products   489   1,507   489   1,507  
Raw materials   68,629   60,648   80,283   75,374  
Maintenance / warehouse supplies   99,626   98,262   134,749   130,766  
Provision for obsolescence / adjustment to                  
   market value       (424 )     (424 )
Other inventories   74   299   1,035   1,163  
    196,330   213,130   485,034   498,093  

41


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

7      Related Parties
 

The transactions between the Company and its Subsidiaries jointly controlled and affiliated companies, such as sales of products, purchases of raw materials and services, are eliminated upon consolidation. The financial transactions, such as current account advances and pre-payment contracts, bear effective interest rates that vary from 6.14% to 6.90% per annum plus exchange variation, and are likewise eliminated in the consolidation process.

(a)      Subsidiaries / jointly controlled / affiliated companies
 
                        Company  
                    2007   2006  
            Portocel-              
            Terminal              
            Especia-   Aracruz          
    Aracruz   Mucuri   lizado de   Produtos de          
    Trading   Agroflorestal   Barra do   Madeira          
    International Ltd.   S.A.   Riacho S.A.   S.A.   Total   Total  
Current assets   173,635       1,778   876   176,289   70,250  
Noncurrent assets       81   342       423   6,376  
Current liabilities   44,860       1,078       45,938   145,673  
Noncurrent liabilities   1,333,845               1,333,845   548,019  
Sales revenues   2,270,685           6,688   2,277,373   2,110,606  
Payment for port services           13,973       13,973   14,221  
Financial expenses (revenues), net   (116,771 )             (116,771 ) (53,839 )

42


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(b)      Stockholders and related company
 

Transactions with Company Stockholders and a related company, mainly financing transactions and performance of services, are carried out at rates, for amounts and on terms that would normally apply to unrelated parties.

            Stockholders   Related company        
    BNDES – Brazilian           Cia. de        
    Development Bank           Navegação        
    Note 13 (a)   Banco Votorantin S.A.   Banco Safra S.A.   Norsul       Total
                    2007   2006
Current assets           106,067   166   106,233   239,166
Current liabilities   245,049               245,049   256,930
Noncurrent liabilities   1,086,602               1,086,602   1,094,440
Net financial revenues       4,066   20,532       24,598   35,240
Net financial expenses   12,316               12,316   93,330
Freight expenses               20,550   20,550   20,513

43


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

8      Tax Credits and Expenses on Income Tax and Social Contribution
 
(a)      Tax credits
 
         Company       Consolidated      
    2007   2006   2007   2006  
Deferred Income Tax (IRPJ) and                  
Social Contribution Tax on Net                  
Income (CSLL)                  
Tax losses for IRPJ purposes (i)   24,611   24,583   35,187   38,250  
Negative results for CSLL purposes(i)   41   31   3,847   4,951  
Temporary differences (ii)                  
Exchange variation taxed on cash basis   (335,173 ) (153,096 ) (335,173 ) (153,096 )
IRPJ levied on unearned income           21,752   32,872  
Other   8,924   23,188   22,865   29,145  
Recoverable/offsettable taxes                  
IRPJ and CSLL on net income – prepaid                  
on estimated basis   72,802   73,893   75,807   75,657  
IRPJ overpaid   86,849   87,971   86,849   87,971  
Income tax withheld on investments in                  
       Marketable securities   13,041   34,045   27,684   47,162  
Income tax accrued on investments in                  
       marketable securities   17,911   5,093   21,302   7,056  
Federal PIS and COFINS contributions   82,668   46,375   134,445   105,802  
State Value-Added Tax on Circulation of                  
Goods and Services – ICMS (iii)   273,404   309,090   299,355   333,192  
Provision for loss on ICMS credits (iii)   (194,831 ) (299,755 ) (218,194 ) (304,509 )
Other sundry items   1,923   1,976   2,455   2,443  
Total   52,170   153,394   178,181   306,896  
Shown as:                  
Current assets   239,343   226,420   289,312   287,698  
Noncurrent assets   114,424   32,268   162,143   99,948  
Noncurrent liabilities   (301,597 ) (105,294 ) (273,274 ) (80,750 )

44


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(i)      The proportional deferred tax credits arising from accumulated tax losses for IRPJ purposes and negative results for CSLL purposes related to Veracel have been recorded as of December 31, 2007 backed up by economic viability studies approved by management bodies of that jointly-controlled company. The breakdown of the Veracel balances and their expectations for realization are itemized year to year through 2012, as prescribed by CVM Instruction No. 371/02, and detailed below:
 
    2008   2009   2010   2011 a 2012   Total
Income Tax   1,072   982   1,169   7,547   10,770
Social Contribution   1,544   1,414   1,683   10,933   15,574
Total   2,616   2,396   2,852   18,480   26,344

  The remaining balance of R$ 24,611 refers to deferred tax credits resulting from accumulated tax losses for IRPJ purposes at Aracruz. This is linked to the assessment notice regarding offset of the BEFIEX tax loss [see Note 18(f)].
 
(ii)      The income tax and social contribution deferred on temporary differences are stated at net value. The principal temporary effect refers to the effect of credit exchange variation calculated for the current year (system for calculating tax and social contribution on a cash basis – exchange effects).
 
(iii)      Since the promulgation of Federal Complementary Law No. 87 of September 13, 1996, the Company’s Espírito Santo plant has been accumulating ICMS credits, resulting from its predominantly export activity. Based on currently effective state legislation, the Company has managed to partially realize such credits withheld by the State of Espírito Santo through Sales operations. Considering the history of sales over the courser of the year 2007, in the amount of approximately R$ 95 million, and further given prospects of satisfactorily concluding other negotiations in progress, the Company ranks as probable realization of part of the ICMS credits booked in its accounting records relating to the unit in this state. Therefore, as of December 31, 2007, it has reversed approximately R$ 71,070 of the respective provision for loss and now maintains the provision in the amount of R$ 194,831.
 
  The amount of R$ 7,503 at Aracruz, not covered by the provision for loss, chiefly refers to ICMS credits at the Guaíba Unit (RS), which the Company has been offsetting in the normal course of its operations.
 

45


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(b)      Income Tax and Social Contribution reflected in results arise from:
 
    Company   Consolidated  
    2007   2006   2007   2006  
Income before Income Tax, Social                  
 Contribution and minority interest   947,282   893,910   1,031,059   939,061  
Income Tax and Social Contribution at enacted                  
     rate of 34%   (322,076 ) (303,929 ) (350,560 ) (319,281 )
Equity pickup from subsidiaries with different                  
     rates or income not subject to taxation   91,209   246,566   58,791   219,290  
Depreciation, amortization, depletion and write-                  
   offs - Article 2 of Law No. 8200/91   (2,109 ) (2,347 ) (2,109 ) (2,347 )
Contributions and donations   (1,225 ) (3,294 ) (1,225 ) (3,294 )
Technology innovation   8,350       8,350      
Other effects of permanent differences   286   (573 ) 949   (197 )
Income Tax and Social Contribution   (225,565 ) (63,577 ) (285,804 ) (105,829 )
   Current portion   (29,262 ) (27,570 ) (82,160 ) (68,909 )
   Deferred portion   (196,303 ) (36,007 ) (203,644 ) (36,920 )

9      Advances to Suppliers – Forest Producer Program
 

The Forest Producer Program is a partnership with rural producers, initiated in 1990 in the State of Espírito Santo and expanded to other states, such as Bahia, Minas Gerais, Rio Grande do Sul and, more recently, Rio de Janeiro. The Program encourages the planting of commercial forests of eucalyptus trees, for which the Company provides technology, technical support, supplies and financial resources, depending on the type of contract, in order to ensure supply of wood for pulp production. As of December 31, 2007 advances of funds amounted to R$ 242,603 (Consolidated R$ 265,214), compared with R$ 209,231 (Consolidated R$ 227,374) as of December 31, 2006, which are recovered against the delivery of the wood by the producers.

46


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

10   Investments                               2007   2006      
    (a) Parent Company                                              
                Portocel-                                  
                Terminal                       Aracruz          
            Mucuri   Especiali-       Aracruz   Aracruz           Produtos          
        Veracel   Agro-   zado   Aracruz   Trading   Celulose           de          
        Celulose   florestal   de Barra do   Trading   International   (USA),   Ara   Riocell   Madeira          
        S.A.   S.A.    Riacho S.A.   S.A.    Ltd.   Inc.   Pulp   Limited   S.A   Total   Total  
    In Subsidiaries, jointly held and                                              
     affiliated companies                                              
    Number of shares held by Aracruz                                              
    Share of voting capital - %   50   100   51   100   100   100   100   100   33.33          
    Information as of December 31, 2007                                              
     Subscribed and paid-in capital   2,377,106   72,300   2,304   173   35   354   26   39   145,655          
     Shareholders’ equity   2,312,016   76,175   7,858   292   2,085,111   13,974   48   1427   55,023          
     Net income (loss) for the year   2,432       3,981   10   575,046   3,908   (67 ) (46 ) (3,965 )        
    Changes in investment account                                              
     At beginning of year   902,924   70,175   1,977   340   1,822,684   12,149   124   1,778   19,662   2,831,813   2,075,950  
     Paying in of capital (i)   249,410   6,000                               255,410   53,327  
     Reduction of capital and distribution of                                              
        dividends at Subsidiary (ii)                                           (25,181 )
     Equity pick-up (iii)   3,674       2,031   (48 ) 262,427   1,825   (76 ) (351 ) (1,322 ) 268,160   727,717  
        1,156,008   76,175   4,008   292   2,085,111   13,974   48   1,427   18,340   3,355,383   2,831,813  
        50,305                                   50,305   50,305  
    Goodwill on acquisition of investment                                              
    (iv)                                              
    Amortization of goodwill (iv)   (40,564 )                                 (40,564 ) (40,564 )
        1,165,749   76,175   4,008   292   2,085,111   13,974   48   1,427   18,340   3,365,124   2,841,554  
    Other investments                                       3,223   2,888  
                                               
    Total                                        3,368,347    2,844,442  

* - The difference between the income and the equity result refers to the tax incentive booked under Stockholders’ Equity in the amount of R$ 2,458

47


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(i)      Under the capitalization plan of Veracel, during 2007 capital increases were carried out in the amount of R$ 249,410 (R$ 53,327 in 2006).
 
  Also in 2007 the amount of R$ 6,000 was paid in at Mucuri Agroflorestal S.A.
 
(ii)      During the year 2006, the Subsidiary Aracruz Trading S.A. distributed dividends in the amount of R$ 21,777 and Ara Pulp distributed dividends in the amount of R$ 3,404.
 
(iii)      The effect of the exchange exposure of overseas investments is recorded under the heading "Equity pick-up" and the method adopted for translating overseas investments is the current exchange rate.
 
(iv)      The goodwill paid on the acquisition of Veracel Celulose S.A., in the total amount of R$ 50,305, was based on the market value of assets and on estimates of future profitability of the business, in the amount of R$ 40,564, which was fully amortized through March 31, 2006. Goodwill attributable to assets is amortized based on the realization (depreciation/write-off) of the market value of such assets, whereas goodwill based on estimates of future profitability is amortized based on the utilization of planted eucalyptus areas. In the latter case, the amortization is appropriated to the cost of forest-growing and is recognized in income in the year in which the trees are felled. The goodwill referring to the lands, in the amount of R$ 9,741, continues pending amortization up to the time when the assets are realized.
 
  Of the goodwill of R$ 839,305 arising on the acquisition of Riocell S.A. in 2003, R$ 276,422 was allocated principally to fixed assets, while the unallocated portion of R$ 562,883 (future profitability of the business) was transferred to deferred charges (Note 12).
 
(b)      Consolidated
 
  The Consolidated balance of stakes in affiliated and jointly controlled companies, in the amount of R$ 18,340 (R$ 19,662 in 2006), represents Aracruz’s share in its affiliated company Aracruz Produtos de Madeira S.A. The portion of the goodwill relating to the market value of the assets is allocated to property, plant and equipment in the consolidated financial statements (proportional consolidation of Veracel).
 

48


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

11      Property, Plant and Equipment
 
                    2007   2006
        Annual       Accumulated        
        depreciation       depreciation        
        rate - %   Cost   /depletion   Net   Net
Company                        
Lands           1,016,292       1,016,292   764,003
Industrial and forestry equipment       4 to 25   4,742,582   (2,412,035 ) 2,330,547   2,194,056
Forests       (*)   1,163,390   (131,514 ) 1,031,876   863,178
Buildings and improvements       4 and 10   1,044,431   (563,840 ) 480,591   449,661
Data processing equipment       20   94,410   (80,300 ) 14,110   15,626
Administrative and other assets       4,10 and 20   174,921   (96,442 ) 78,479   84,430
Advances to suppliers           16,355       16,355   66,387
Fixed assets in progress           165,928       165,928   107,778
Total Company           8,418,309   (3,284,131 ) 5,134,178   4,545,119
Subsidiaries and jointly held company                        
Lands           221,443       221,443   205,355
Industrial and forestry equipment       4 to 20   1,040,845   (161,259 ) 879,586   925,662
Forests       (*)   230,695   (64,022 ) 166,673   136,378
Buildings and improvements       4 and 10   322,841   (38,914 ) 283,927   271,709
Data processing equipment       20   5,700   (2,663 ) 3,037   2,840
Administrative and other assets       4, 10 and 20   23,050   (7,799 ) 15,251   14,892
Advances to suppliers           388       388   262
Fixed assets in progress           64,466       64,466   26,355
Total Consolidated           10,327,737   (3,558,788 ) 6,768,949   6,128,572
(*) Depleted as described in Note 2 (d).                        
Depreciation and depletion calculated for the years 2007 and 2006 have been appropriated as follows:                
                    2007   2006
Industrial and forestry costs                   434,803   429,078
Operating expenses                   5,654   5,625
Company                   440,457   434,703
Industrial and forestry costs                   96,252   87,155
Operating expenses                   446   408
Consolidated                   537,155   522,266

49


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

12      Deferred Charges
 
    Amortization          
    (number of years)   2007   2006  
Company              
Pre-operating expenditures   10   25,885   25,885  
Administrative and product improvement   3 to 10       133  
expenses              
Goodwill on upstream merger of Riocell S.A.   5   562,883   562,883  
        588,768   588,901  
Accumulated amortization       (418,798 ) (303,775 )
Total Company       169,970   285,126  
             
Subsidiaries and jointly held company              
Forests (i)       94,465   94,465  
Other           107  
        94,465   94,572  
Accumulated amortization       (48,904 ) (39,565 )
        45,561   55,007  
Total Consolidated       215,531   340,133  
             
Amortization calculated for the years 2007 and 2006 has been appropriated as follows:      
        2007   2006  
Industrial and forestry costs       2,579   2,579  
Amortization of goodwill – upstream merger              
of Riocell S.A.       112,577   112,577  
        115,156   115,156  
Company              
Industrial and forestry costs       9,447   9,447  
Consolidated       124,603   124,603  
             
(i) Amortization of deferred forestry charges occurs according to the depletion of the eucalyptus tree planted areas.  

50


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

13      Loans and Financings
 
            Company       Consolidated  
Annual interest                      
    rate (%)   2007   2006   2007   2006  
Brazilian currency                      
 Loans indexed to the Long-Term Interest Rate (TJLP)   7.00 to 10.50   679,542   555,923   1,101,848   1,053,633  
 Loans indexed to a basket of currencies   7.00 to 9.76   80,392   84,787   229,803   297,737  
 Export credit note   100% CDI           98,812   111,188  
 Loans indexed to other currencies   6.75 to 8.75   10,228   10,449   13,978   12,975  
Foreign currency (United States Dollar)                      
 Advances for exchange contracts / prepayments   5.73 to 6.34   1,626,999   1,895,139   1,626,999   1,895,139  
 Financing of importation   3.82 to 6.20       3,975       3,975  
 Other loans / financings   4.56 to 6.88           18,770   182,780  
 Total loans and financings       2,397,161   2,550,273   3,090,210   3,557,427  
Portion falling due short term (including interest payable)       (166,608 ) (185,236 ) (285,460 ) (332,613 )
Portion falling due long-term                      
2008           137,536       278,681  
2009       85,707   75,471   209,757   222,414  
2010       35,226   64,591   154,393   206,671  
2011       35,226   235,631   162,702   385,994  
2012 to 2016       2,074,394   1,851,808   2,277,898   2,131,054  
        2,230,553   2,365,037   2,804,750   3,224,814  

51


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(a)      Loans from BNDES (Stockholder)
 
  In December, 2006, Aracruz entered into a financing agreement with its stockholder, Banco Nacional de Desenvolvimento Econômico and Social - BNDES, in the total amount of R$ 595,869, of which R$ 427,081 has already been released. The loan is subject to interest varying between 7.86% and 10.5% p.a. and is to be amortized in the period from 2009 to 2016.
 
  As of December 31, 2007, Aracruz had financings in the total amount of R$ 755,205 (R$ 636.164 in 2006), from its stockholder BNDES, subject to interest varying between 7.8% and 10.5% p.a., to be amortized in the period between 2008 and 2016.
 
  With the exception of the agreement signed in December of 2006, the financings granted by BNDES are guaranteed by mortgages, in varying degrees, of the industrial unit in the State of Espírito Santo and by Company lands and forests, as well as by a statutory lien on financed machinery and equipment.
 
  In relation to Veracel, as of December 31, 2007 BNDES financings amount to R$ 569,501 (R$ 704,341 in 2006), subject to interest varying from 7.0% to 9.74%, to be amortized in the period from January 2008 to February of 2014. These amounts refer to the 50% share held by Aracruz in Veracel.
 
(b)      Export credit note
 
  In order to expand port facilities, in May 2006 the Company’s subsidiary Portocel - Terminal Especializado de Barra do Riacho S.A., contacted an Export Credit Note operation in the amount of R$ 104 million (US$ 50 million), with interest equivalent to 100% of the CDI rate, semi-annual installments and payments of the principal between June 2008 and December 2013. Also linked to this operation was the contracting of a DI x US$ swap transaction, with the same maturity terms and transformation of the interest rate into exchange variation + 5.985% p.a.
 

  (c) Export prepayment operations

As of December 31, 2007, Aracruz had export prepayment operations underway with various banks, in the total amount of R$ 1.610,112, with interest varying between 5.73% and 6.34% p.a., with semi-annual payments and maturity of the principal between March of 2012 and June, 2016.

52


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

14      Financial Instruments (CVM Instruction No. 235/95)
 
(a)      Risk management
 

Aracruz and its Subsidiaries operate internationally and are exposed to market risks from changes in foreign exchange rates and interest rates. The exposure of the Company to liabilities denominated in U.S. Dollars does not represent risk from an economic and financial point of view, given that exchange variances arising from the future settlement in local currency of foreign currency denominated liabilities are offset by exchange variances in the opposite direction arising from operating income, as almost all sales are exported.

Further in terms of protection of export operations, derivative financial instruments also are used by Company Management to mitigate the exchange risks, the position of which as of December 31, 2007 is represented by 3,000 future dollar contracts through the Brazilian Futures Market (BM&F), with an outstanding amount of R$ 2 million to be paid (as of December 31, 2006 the position was represented by 5,780 BM&F future dollar contracts with an outstanding amount to be received of R$ 3 million). During the year 2007, the derivative financial instruments had a positive yield of R$ 192 million (R$ 89 million in 2006).

With respect to interest rate exposure, certain derivative financial instruments have been used by the Company to manage such risks. The position of such instruments as of December 31, 2007 is represented by 3,740 future DI contracts (BM&F) and the outstanding amount receivable is R$ 1.1 million. During 2007, such derivate financial instruments had a negative result in the amount of R$ 60.4 million.

TJLP interest vs. US$ swap operations were also maintained during the course of 2007, the notional amounts of which stood at R$ 591,818 as of December 31, 2007, falling due April 16, 2008. Through the end of this past year, such operations had a marked to market result of R$ 67,878 (R$ 52,605 net of income tax to be withheld).

53


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(b)      Annual Balance Sheets (Consolidated) Classified by Currency/Index
 
                    2007
    U.S.   Other   Local   Non-    
    Dollar   currencies   indices   indexed   Total
Assets                    
 Current assets   655,665   1,677   826,769   867,908   2,352,019
 Noncurrent assets           120,180   452,497   572,677
 Permanent assets               7,006,043   7,006,043
 Total   655,665   1,677   946,949   8,326,448   9,930,739
Liabilities and Equity                    
 Current liabilities   75,777   44,145   219,679   566,603   906,204
 Noncurrent liabilities and                    
         minority interest   1,624,134   185,657   1,497,057   356,667   3,663,515
 Stockholders’ equity               5,361,020   5,361,020
Total   1,699,911   229,802   1,716,736   6,284,290   9,930,739
                    2006
    U.S.      Other   Local   Non-    
    Dollar   currencies   indices   indexed   Total
Assets                    
 Current assets   718,384   2,283   1,135,768   833,326   2,689,761
 Noncurrent assets   625       35,988   359,471   396,084
 Permanent assets               6,491,275   6,491,275
 Total   719,009   2,283   1,171,756   7,684,072   9,577,120
Liabilities and Equity                    
 Current liabilities   116,538   52,506   224,127   538,357   931,528
 Noncurrent liabilities and                    
         minority interest   2,025,914   245,230   1,404,087   154,660   3,829,891
 Stockholders’ equity               4,815,701   4,815,701
Total   2,142,452   297,736   1,628,214   5,508,718   9,577,120

54


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(c)      Market value
 

The estimated market values were determined using available market information and other appropriate valuation methodologies. Accordingly, the estimates presented herein are not necessarily indicative of amounts that the Company could realize in the market. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated market value amounts.

The estimated market values of the Company’s financial instruments as of December 31, 2007 can be summarized as follows:

        Company       Consolidated
    Book   Market   Book   Market
Assets                
Cash and cash equivalents   2,045   2,045   21,553   21,553
Marketable investments           73,602   73,602
Short- and long-term investments   772,299   772,299   837,983   837,983
Liabilities                
 Short- and long term financings                
(including interest)   2,397,161   2,397,161   3,090,210   3,090,210

The market value of the financial assets and short- and long-term financings, when applicable, has been determined using current rates available for operations on similar terms, conditions and remaining maturities.

55


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

15      Stockholders’ Equity
 
(a)      Capital and reserves
 

As of December 31, 2007, the Company’s subscribed and paid-in capital stock is R$ 2,871,781 (as of December 31, 2006 it was R$ 1,854,507), represented by 1,032,554 thousand register shares, without par value, comprising 455,391 thousand common shares, 38,022 thousand Class A preferred shares and 539,141 thousand Class B preferred shares. The Class A stock may be converted into Class B stock at any time. The conversion rate is 1:1 (one Class A share for one Class B share). Shares of capital stock issued by Aracruz are held in custody at Banco Itaú S.A.

At then Extraordinary General Meeting held April 24, 2007, the Company’s Stockholders approved increasing the capital stock by the amount of R$ 1,017,274, without issuance of new shares, b y incorporating the portion of Revenue Reserves, in the manner provided by Paragraph 1, Article 169, as well as Article 199, both of the Brazilian Corporation Law (No. 6404/76).

The market values of the common and Class A and Class B preferred shares, based on the last quotation prior to the closing date for the year, were R$ 15.97, R$ 13.93 and R$ 12.91 per share, respectively.

In accordance with the Company’s Bylaws, preferred shares do not vest voting rights, but have priority on return of capital in the event of liquidation of the Company. The preferred shares are entitled to a dividend that is 10% higher than that attributed to each common share, albeit without priority in terms of receiving same. Without prejudice to such right, the Class A preferred shares are assured priority in receiving a minimum annual dividend of 6% of their share of the capital stock.

56


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

  To enhance understanding, the Company presents below a table showing the rights, privileges and
conversion policy with respect to its shares:

  Common Shares Class A Preferred Shares Class B Preferred Shares
Voting Rights Yes · No, except in the event of non-payment of dividends for three (3) consecutive years. In this case, the preferred stock-holders shall retain such voting rights until such time as the past-due dividends are paid. · No, except in the event of non-payment of dividends for 3 (three) consecutive years. In this case, the preferred stockholders retain such voting rights until such time as the past-due dividends are paid.
Privileges None · Priority in reimbursement of capital in the event of liquidation of the Company;

· Right to receive a dividend that is 10% higher than that paid to each common share;

· Priority in receiving a minimum dividend of 6% p.a., calculated based on the amount of the capital represented by such shares and divided equally among them.

· Priority in reimbursement of capital in the event of liquidation of the Company;

· Right to receive a dividend that is 10% higher than that paid to each common share.

Conversion Characteristics None

May be converted into Class B preferred shares at any time, at the discretion of the stockholder, who has to cover the respective costs of this.

Conversion rate: 1:1.

Cannot be converted into either Class A preferred shares or common shares.

As part of the proposal for appropriation of income for the year ended December 31, 2007, earnings are to be retained in the amount of R$ 472,701, with R$ 2,015 relating to reversal of dividends, recorded in the Reserve for Investment under Stockholders. This reserve is intended to cover Company investment plans, which will be considered by the Stockholders at their Annual General Meeting (AGM) in April of 2008.

57


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(b)      Dividends and Interest on Capital Invested
 

Stockholders are assured by the Company’s Bylaws of a minimum annual dividend equivalent to 25% of the Parent Company’s net income, adjusted by any increases or decreases in the reserves, as defined in applicable corporate legislation.

As permitted by Law No. 9249 of December 26, 1995, the Company’s Management elected during the years 2007 and 2006 to pay interest on capital invested (stockholders’ equity) to the stockholders. This interest is calculated on the reported stockholders’ equity and is limited to the daily variation in the Long-Term Interest Rate - TJLP, amounting to R$ 298,900 (R$ 318,000 in 2006).

Based on the Company’s operating cash generating capacity and in addition to the interest on capital invested already declared, Management is proposing to the AGM distribution of dividends for the year 2007 in the amount of R$ 200,000, which works out to R$ 202.18 per batch of one thousand Class A and B preferred shares and R$ 183.80 per batch of one thousand common shares. The basis for calculating these dividends can be shown as follows:

    2007   2006  
Company’s net income for the year   1,020,617   1,148,333  
Appropriation to legal reserve   (51,031 ) (57,417 )
Adjusted net income   969,586   1,090,916  
Minimum percentage   25 % 25 %
Minimum annual dividend   242,396   272,729  
Interest on capital invested / proposed dividends   498,900   485,000  

58


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(c)      Treasury stock
 

As of December 31, 2007, the Company held in its treasury 483 thousand shares of common stock and 1,483 thousands shares of class B preferred stock, the market values for which as of that date were R$ 15.97 and R$ 12.91 per batch of one thousand shares, respectively.

16      Employee Postretirement Benefit Plan - ARUS
 
  The Aracruz Employee Pension Fund ARUS (Fundação Aracruz de Seguridade Social) is a private pension fund which operates in the form of a multi-sponsor fund on a non-profit basis. In September 1998, the previously existing pension plan was substituted by a defined contribution system for retirement (Arus Retirement Plan).
 
  The Company sponsors ARUS and its total contribution during 2006 was approximately R$ 6,573 (R$ 6,107 in 2006).
 
  Should the sponsor withdraw from the Retirement Plan, the sponsor’s commitment made under Resolution No. CPC 06/88 (issued by the Brazilian Supplementary Retirement Benefits Council) is totally covered by the assets of the Defined Contribution Plan.
 
17      Insurance Coverage
 
  In view of the nature of its activities, the Company has adopted the policy of contracting insurance coverage to meet its requirements, taking into account the classic differences in risks (manufacturing plant, forests and port). Aracruz purchases insurance coverage -- based on a combination of systematic risk analyses together with modern insurance techniques -- in accordance with the maximum possible loss concept, which corresponds to the maximum amount subject to destruction in a single event.
 
  As of December 31, 2007, the Company’s assets were insured against losses for a total amount of approximately US$ 700,000, corresponding to the maximum limit of indemnity per event.
 

59


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

18      Provision for Contingencies and Legal Obligations Being Disputed in Court
 

The juridical situation of Aracruz Celulose S.A. and its Subsidiaries, jointly controlled and affiliated companies includes labor, civil and tax suits. Based on the representation of external legal counsel, Management believes that the appropriate legal procedures and steps taken in each situation are sufficient to preserve the stockholders’ equity of the Company and all its Subsidiaries, jointly controlled and affiliated companies, without additional provisions for loss on contingencies besides the amount recorded as of December 31, 2007. The consolidated breakdown of the balance of the provision for contingencies and legal obligations being disputed in court is as follows:

            2007  
    Deposit   Amount   Total  
    in court   provided   net  
Provision for Contingencies              
 Labor   18,982   (36,422 ) (17,440 )
 Tax:              
         ICMS credits on exempt paper       (7,700 ) (7,700 )
         FGTS/INSS payroll deductions for rental of              
           houses for employees   3,576       3,576  
         IRPJ/CSLL – Full offset of accumulated tax              
           losses and negative results (e)       (67,064 ) (67,064 )
         Other tax cases   13,063   (15,061 ) (1,998 )
 Subtotal   35,621   (126,247 ) (90,626 )
Legal Obligations Being Disputed in Court              
 PIS/COFINS - Law No. 9718/98 (c)       (167,030 ) (167,030 )
 CSLL – Non-incidence on export revenues (d)       (218,993 ) (218,993 )
 Other obligations in dispute   9,956   (17,642 ) (7,686 )
 Subtotal   9,956   (403,665 ) (393,709 )
 Total   45,577   (529,912 ) (484,335 )

60


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

            2006  
    Deposit   Amount   Total  
    in court   provided   net  
Provision for Contingencies              
 Labor          17,759   (30,150 ) (12,391 )
 Tax:              
         ICMS credit on exempt paper       (7,700 ) (7,700 )
         FGTS/INSS payroll deductions for rental of              
           houses for employees          22,283       22,283  
         IRPJ/CSLL - Full offset of accumulated tax              
           losses and negative results (e)       (64,357 ) (64,357 )
         Other tax cases          12,492   (12,667 ) (175 )
 Subtotal          52,534   (114,874 ) (62,340 )
Legal Obligations Being Disputed in Court              
 PIS/COFINS – Law No. 9718/98 (c)       (158,915 ) (158,915 )
 CSLL – Non-incidence on export revenues (d)       (191,612 ) (191,612 )
 Other obligations in dispute          10,021   (17,291 ) (7,270 )
 Subtotal          10,021   (367,818 ) (357,797 )
 Total          62,555   (482,692 ) (420,137 )

(a)      Labor
 
  The most significant labor claims are in respect of alleged salary losses due to inflation indices and economic plans imposed by past governments, fines of 40% of the accrued severance pay scheme (Guarantee Fund for Length of Service – FGTS) and claims for additional compensation for alleged hazardous/unhealthy working conditions.
 
  As of December 31, 2006, the Company maintained provisions in the total amount of approximately R$ 30,600 (Consolidated - R$ 36,400), in order to cover any unfavorable decisions in the labor area, as well as deposits in court in the amount of R$ 12,600 (Consolidated - R$ 19,000).
 
(b)      Brazilian Social Security Institute - INSS
 
  In March 1997, the Company received assessment notices from the Brazilian Social Security Institute - INSS relating principally to accommodation allowances. The inspectors took the view that the subsidized rentals constituted savings for employees and, hence, indirect salary benefits (remuneration in kind). As a consequence, the INSS inspectors argued, this process results in underpayment of the corresponding social security contributions. The Company filed a suit for declaratory judgment to challenge such assessments, with a view to cancellation of the notices, which amounted to approximately R$ 3,000. The Superior Court of Justice (STJ) has already ruled in favor of the Company’s arguments in a Special Appeal filed in one of the suits.
 

61


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

As of December 31, 2007, the Company’s deposits in court in relation to this case amounted to approximately R$ 3,600. Based on the advice of its legal counsel, as drawn up in a formal legal opinion, indicating that the likelihood of loss in this case is remote, no provision has been established for any unfavorable decisions.

(c)      PIS/COFINS
 

The Company disagrees with the legitimacy of the claim for these taxes and filed for a court injunction against the changes in the bases for calculation of PIS and COFINS, as well as the increase in the COFINS rate, imposed by Law No. 9718/98. A preliminary injunction was issued in favor of the Company in November of 2001. Due to unfavorable court decisions for other taxpayers in similar lawsuits, on August 29, 2003 the Company decided to withdraw part of claims filed, and chose to adhere to the PAES program – special payment in installments, in the amount of $ 56,241 – created by Law No. 10684/2003, the current balance of which is approximately R$ 55,700, and maintained only the claims regarding exchange differences.

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 over 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 the cited court order, for the months from July 2006 through December of 2007, is roughly R$ 11,000, already updated according to the TJLP rate.

The amount at stake relating to exchange variation for the period from February 1999 to September 2003 is approximately R$ 246,000 as of December 31, 2007 (R$ 158,900 as of December 31, 2006), already adjusted to current price levels based on the SELIC interest rate, which is appropriately reflected in the provision for contingencies and legal obligations being disputed in court.

In September 2007, based on the opinion of its legal council, Company Management reversed the amount of approximately R$ 73,800 of the provision relating to the levying of such taxes on exchange variation revenues, in view of the provisions contained in Article 150, paragraph 4, of the Brazilian National Tax Code (CTN).

Given decisions handed down 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, Company 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 has adopted a conservative position and reconstituted the portion of the provision previously reversed.

62


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(d)      Social Contribution on Net Income – Non-incidence on export revenues
 
  In September 2003, the Company obtained a restraining order that give it the right not to pay Social Contribution on Net Income (CSLL) generated by export sales, as well as the right to recognize the amounts of tax credits previously offset in this regard, adjusted by the SELIC rate, in the amount of R$ 140,000 as of December 31, 2007, for which it maintains a provision. The Company is presently awaiting a decision on the appeal filed by the Federal Government.
 
(e)      IRPJ – Deductibility of Social Contribution on Net Income (CSLL)
 
  On June 29, 2005, the Company was assessed relating to deductibility of CSLL from taxable income for IRPJ purposes for fiscal years 2000 and 2001, the existing provision for which was supplemented by the amount of R$ 3.6 million, bringing the total to R$ 38 million.
 
  In July 2005, in view of the existing case law, the Company decided to pay over the assessed amount, although it recalculated the basis for calculation thereof, arriving at 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 questioning the cited deductibility.
 
(f)      IRPJ/CSLL – Full offset of accumulated tax losses and negative results
 
  On June 29, 2005, the Company was assessed regarding full offset of accumulated tax losses (NOL’s) for IRPJ purposes and negative results for CSLL purposes for fiscal years 2000 and 2001, as well as relating to the full offset, in fiscal year 2000, of the tax loss generated during the period it enjoyed the export tax benefit known as the BEFIEX [Note 18(e)]. The Company challenged the assessment at the administrative level but it was upheld. Aracruz thus appealed this decision and is presently awaiting judgment.
 
  In July 2006, a court decision was rendered denying the Company the right to fully offset the IRPJ accumulated tax losses and negative CSLL results, a decision that has already been appealed. Even so, in order to avoid a fine, the Parent Company made payment of the amount of R$ 49.3 million.
 
  The amount of the provision set up, relating to the period in which the Parent Company enjoyed the BEFIEX benefit, is R$ 67,100 as of December 31, 2007 (R$ 64,300 in 2006).
 

63


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(g)      ICMS
 
  On October 20, 2006, the Company received assessment notices from the Espírito Santo State Treasury Secretary 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 on Circulation of Goods and Services (ICMS) on assets for use in operations, 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 ruled in the Company’s favor. Based on the opinion of its external legal counsel, which ranked the probability of loss in court as being somewhere between remote and possible, no provision has been set up to cover any unfavorable decisions in this case.
 
(h)      Other tax cases
 
  Based on the opinion of its legal counsel, the Company further maintains a provision for other tax contingencies where the likelihood of loss is ranked as probable in the total amount of R$ 28,500 (R$ 40,000 Consolidated relating to tax and civil cases involving the Subsidiaries and jointly controlled company). For these other contingencies, the Company has on deposit in court the amount of approximately R$ 22,600 (Consolidated R$ 23,000).
 
19      Tax incentives - ADENE
 
  Since Aracruz is located within the geographic area of ADENE (Agency for the Development of the Northeast) and inasmuch as Decree No. 4213 of April 16, 2002 recognized pulp and paper sector as a priority in the development of the region, the Company claimed and was granted the right by the Federal Revenue Service (SRF) in December of 2002 to benefit from reductions in corporate income tax and non-refundable surcharges on adjusted operating profits for plants A and B (period from 2003 to 2013) and plant C (period from 2003 to 2012). This right was granted after ADENE approved the respective reports.
 
  On January 9, 2004, the Company received Official Letter No. 1406/03 from the Extrajudicial Administrator of the former Northeast Development Agency (SUDENE), informing that “pursuant to re-examination by the Juridical Consultancy of the Ministry for Integration as regards the coverage of the cited incentive granted,” it considered that it was inappropriate for Aracruz to enjoy the benefit previously granted and accrued, which caused revocation thereof.
 
  During fiscal years 2004 and 2005, notifications aimed at annulling the related tax benefits were issued by ADENE and repeatedly challenged and/or contested by the Company, although so far no definitive court decision has been issued in relation to the merits of the case.
 

64


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

Nevertheless, in December 2005 an Assessment Notice was drawn up against the Company by the SRF, in which the latter government agency required payment back to public coffers of the amounts of the tax incentives used so far, plus interest, albeit without imposition of any fines, for a total amount of R$ 211 million. The Company filed a challenge against this assessment, which was upheld at the first administrative level. Aracruz further appealed against the latter decision and is presently awaiting a decision.

Company Management, in conjunction with its legal counsel, believes that the decision to cancel the ADENE tax benefits in December 2005 is incorrect, both with respect to the benefits used and in relation to the remaining period. As regards the benefits used through 2004 (R$ 142,858 as of December 31, 2004, recorded under Capital Reserve), Management believes, based on the opinion of its legal counsel, that the requirement to pay the tax has no substantive basis, given that the Company used the benefits strictly within legal parameters and in conformity with acts carried out by the SRF and Reports issued by the ADENE. With respect to the rest of the benefit periods, which extend through 2012 (mill C) and 2013 (mills A and B), respectively, Management and its legal counsel believe it is illegal to revoke benefits that were granted on condition of compliance with pre-established conditions (implementation, expansion or modernization of an industrial undertaking), and that such acquired rights to enjoy same are ensured until the end of the periods set forth in the Law and in the administrative acts granting the benefits.

Notwithstanding its firm conviction as to the solid grounds for its rights, in light of the series of events that occurred in the years 2004 and 2005, indicating intent on the part of ADENE and SRF to cancel the tax benefits, the Company decided to adopt a conservative approach and interrupt the recording of the tax benefits as from 2005, until such time as a definitive court decision is reached.

The probability of loss, both in relation to the tax benefits already taken through 2004 as well as regarding those that have not yet been used as from 2005, is ranked as possible by Management and its legal counsel.

65


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

20      Reconciliation of Stockholders’ Equity and Income for the Year - Company and Consolidated
 
    December 31,   December 31,  
    2007   2006  
Stockholders’ Equity          
Stockholders’ Equity - Company   5,403,243   4,879,511  
   Unrealized earnings   (85,775 ) (122,830 )
Unrealized shipping expenses   21,800   26,148  
Income Tax and Social Contribution on          
unrealized earnings   21,752   32,872  
Stockholders’ Equity - Consolidated   5,361,020   4,815,701  
Income for the Year          
Income for the Year - Company   1,020,617   1,148,333  
Unrealized earnings   37,055   (5,473 )
Unrealized shipping expenses   (4,348 ) 8,197  
Income Tax and Social Contribution on          
   unrealized earnings   (11,120 ) (926 )
Net Income for the Year - Consolidated   1,042,204   1,150,131  

21      Commitments
 
(a)      Supply of chemical products
 
  Linked to the sale of the electro-chemical plant to Canexus Química Brasil Ltda. (Canexus) in 1999, the Company and Canexus signed a long-term contract for the supply of chemical products by Canexus, which was revised in 2002 to include additional volumes. Under the clause of this contract guaranteeing the purchase of minimum volumes, the Company is committed to buying a conservatively projected volume of chemical products. Volumes purchased by the Company in addition to the agreed-upon minimum for a given year may be compensated with lower volumes acquired in subsequent years. For purchases in volumes below those agreed upon, the Company has to pay the utility margin provided by the contract. The Company has these volume commitments until 2008, under the amendment to the contract signed in 2002.
 

66


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(b)      Supply of wood
 
  The Company signed a contract with Suzano Papel e Celulose S.A. with a view to a loan of 1,700 thousand m³ of eucalyptus wood, which were received through September of 2005. The remaining balance as of December 31, 2007 is 1,075 m³ of eucalyptus wood and, based on its present forest formation costs, the Company has booked the amount of R$ 11,395 under liabilities. The contract calls for return of an equivalent volume on similar operating conditions during the year 2008.
 
(c)      Indian Communities – Terms of Settlement
 
  In first half 1998 the Company and the Associations of Indian Communities entered into Terms of Settlement (“TAC’s”) whereby both parties recognized the legitimacy of Administrative Rulings Nos. 193, 194 and 195, all dated March 6, 1998, issued by the Federal Ministry of Justice, which determined the enlargement of the Indian reservation by 2,571 hectares of land belonging to the Company. Aracruz committed itself to a financial aid program to be implemented through social, agricultural, educational, shelter and health projects, up to an amount of approximately R$ 13.5 million (historical amount), monetarily restated each month by one of the official inflation indices (General Market Price Index – IGP-M or Consumer Price Index – IPC) or such other index as may replace them in the future, whichever is greater. The amount of this financial assistance was to be disbursed over a 20-year period, conditioned to the accomplishment of certain clauses and terms.
 
  Despite the TAC’s in force, during the year 2005 members of the Associations of Indian Communities invaded some forestry areas and the Company’s industrial premises. Although Aracruz had obtained provisional measures for reinstatement of its ownership of the invaded areas, at end of the year the Indians still occupied approximately 11,000 hectares of land to which the Company is legally entitled. Since the invasion represented breach of the TAC’s by the Indian communities, the Company -- after having notified the communities themselves, the National Indian Foundation - FUNAI and the Federal Public Prosecutor -- suspended all commitments to the Indian communities under the TAC’s as of May 2005.
 
  Up to May, 2005, in relation to the time the TAC’s were being complied with, the Company had donated the amount of R$ 9,597 to the Associations of Indian Communities.
 
  On February 17, 2006, FUNAI published Decisions Nos. 11 and 12 in the Official Federal Gazette (D.O.U.), approving the conclusion of a working group set up by FUNAI Administrative Ruling No. 1299/05, which recommended expansion of the current Indian reserves by about 11,000 hectares, comprised almost entirely of lands owned by Aracruz. The working group identified such lands as being traditionally occupied by the Indian communities. As it was confident of the legitimacy of its rights, the Company filed a challenge to such Decisions on June 19, 2006. At the beginning of 2007, the Federal Minister of Justice, which has the authority to decide the matter, returned the administrative process to FUNAI, determining that more in-depth studies should be
 

67


Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

conducted “with a view to preparing an appropriate proposal that reconciled the interests of all parties concerned.”

On August 27, 2007, through Administrative Rulings Nos. 1.463 and 1464, the Ministry of Justice accepted the conclusions of the Working Group set up by FUNAI Administrative Ruling No. 1299/05 and determined expansion of the Indian territories by 11,000 hectares, of which 98% or around 10,700 hectares corresponded to lands owned by Aracruz.

The dispute for land involving Aracruz Celulose and the Indian communities of Espírito Santo came to a conclusion at the end of 2007. On December 3, the final Term of Settlement (TAC) was signed at the Ministry of Justice covering the rights and obligations of each party (Aracruz, the Indian communities and FUNAI) in the process of transferring approximately 11,000 hectares of lands to the Indian communities and assuring that all the eucalyptus wood planted in the area (amounting to around 6,800 hectares of forests) will be felled and removed by the Company by way of indemnity for the improvements made. Expansion of the Indian reservations further requires ratification by decree to be signed by the President of Brazil and subsequent demarcation of lands, at which time effective transfer of ownership will take place.

The agreement, which has been followed up on by all the authorities participating in the negotiation process, including the Brazilian Government Attorney and FUNAI (the agency that will be in charge of hiring an independent firm to physically demarcate the lands) calls for both parties to waive from any present or future actions in this regard. This waiver is to be ratified by the Federal Courts in the City of Linhares - ES.

Prior to signature of the final TAC, the terms thereof were submitted to a vote by the Indian communities and approved at a general meeting held on October 16, being further ratified by them at another meeting held November 28, 2007, as recommended by Convention 169 of the International Work Organization (IWO) on Indian and Tribal Communities, to which Brazil is a signatory.

Aracruz considers the settlement a sustainable solution that seeks equilibrium among the parties involved, to the extent that it makes it feasible for the Indian communities to expand their lands and provides the Company with the legal security that such lands will not be expanded in the future.

68


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

(d)      Guarantees
 
  As of December 31, 2007, collateral signatures and other such guarantees granted to other Subsidiaries and the jointly controlled company, relating to third party loans and legal challenges filed by these companies, are as follows:
 
Veracel Celulose S.A.   591,652
Portocel - Terminal Especializado de Barra do Riacho S.A.   104,460
    696,112

22      Sales by Geographic Area
 
  The Company’s Sales, as classified by geographic area, are broken down as follows:
 
                December 31
        Company       Consolidated
    2007   2006   2007   2006
North America   961,136   866,951   1,378,063   1,437,931
Europe   787,436   657,357   1,829,797   1,765,789
Asia   522,113   579,675   867,740   965,021
Other continents   6,776   41,133   6,776   41,133
Total   2,277,461   2,145,116   4,082,376   4,209,874

Geographic areas are determined based on the location of the Company’s customers.

69


  Aracruz Celulose S.A. and Subsidiaries

Management Notes to the Financial Statements as of December 31, 2007 and 2006
Expressed in thousands of Reais, except as indicated otherwise

23      Financial Revenues (Expenses)
 
        Company   Consolidated  
    2007   2006   2007   2006  
Financial Revenues                  
     Revenues from marketable securities   80,422   109,296   100,537   168,035  
     Asset monetary/exchange variations   (15,713 ) (21,607 ) (99,993 ) (51,936 )
     Results of derivate operations   199,387   199,090   199,387   199,090  
     Other financial revenues   13,865   32,269   15,540   34,636  
Subtotal   277,961   319,048   215,471   349,825  
Financial Expenses                  
   Expenses on financial operations   222,708   217,588   226,158   327,749  
     Interest on capital invested   298,900   318,000   298,900   318,000  
     Liability monetary/exchange variations   (543,271 ) (237,447 ) (392,447 ) (247,161 )
     Other financial expenses   46,968   70,736   52,942   85,487  
Subtotal   25,305   368,877   185,553   484,075  
Total net   252,656   (49,829 ) 29,918   (134,250 )

70


  Aracruz Celulose S.A. and Subsidiaries

Supplementary Information as of December 31, 2007 and 2006
Expressed in thousands of Reais

1      Statement of Cash Flows
 
        Company   Consolidated  
    2007   2006   2007   2006  
Operating Activities                  
Net income for the year   1,020,617   1,148,333   1,042,204   1,150,131  
Adjustments to reconcile net income to                  
   cash generated by operating activities                  
     Depreciation, amortization and depletion   555,613   549,859   661,758   646,869  
     Equity income (loss)   (268,160 ) (727,717 ) 1,322   607  
     Deferred Income Tax and Social Contribution   196,303   36,007   203,644   36,920  
     Monetary and exchange variations   (525,510 ) (207,258 ) (288,715 ) (177,808 )
     Provision for contingencies, net   121,635   61,729   133,195   64,100  
     Provision for losses on tax credits   (104,925 ) 38,039   (84,425 ) 36,688  
     Amortization of goodwill       894       894  
     Residual value of permanent assets written off   5,001   (222 ) 9,045   (555 )
Decrease (increase) in assets                  
     Securities   (88,254 ) (22,499 ) (70,115 ) (42,903 )
     Dividends received from Subsidiaries       25,181          
     Accounts receivable   (219,061 ) 39,915   (183,521 ) (98,635 )
     Inventories   16,800   (29,877 ) 13,059   (58,903 )
     Tax credits   9,845   (82,625 ) 9,148   (139,805 )
     Other   11,708   15,420   (2,174 ) 30,387  
Increase (decrease) in liabilities                  
     Suppliers   4,474   25,995   11,945   (1,786 )
     Advances from Subsidiaries (including interest)   881,469   (1,107,364 )        
     Interest on loans and financings   (9,690 ) 23,790   (28,959 ) 18,863  
     Income Tax and Social Contribution on Net                  
           Income (IRPJ and CSLL)   (28,770 ) 33,142   (25,838 ) 38,947  
     Provisions for contingencies   (80,321 ) (118,126 ) (81,752 ) (125,158 )
     Other   21,756   12,709   22,808   9,991  
Cash generated by operating activities   1,520,530   (284,675 ) 1,342,629   1,388,844  

71


Aracruz Celulose S.A. and Subsidiaries

Supplementary Information as of December 31, 2007 and 2006

Expressed in thousands of Reais
(continued)

        Company       Consolidated  
    2007   2006   2007   2006  
Investing Activities                  
 Short- and long-term investments   37,032   296,695   372,880   127,667  
Permanent assets:                  
     Investments   (255,410 ) (53,327 )        
     Property, plant and equipment   (1,040,042 ) (647,694 ) (1,194,223 ) (724,883 )
     Amounts received for sale of permanent                  
           Assets   1,020   1,234   2,936   2,086  
Cash used in investing activities   (1,257,400 ) (403,092 ) (818,407 ) (595,130 )
Financing Activities                  
     Loans and financings                  
           Additions   2,412,247   2,329,838   2,418,347   2,667,918  
           Payments   (2,214,452 ) (1,096,513 ) (2,476,212 ) (2,886,643 )
     Dividends / interest on capital invested   (461,432 ) (544,228 ) (461,432 ) (544,228 )
Cash used in financing activities   (263,637 ) 689,097   (519,297 ) (762,953 )
Effects of exchange variation on cash and                  
   cash equivalents   816       (13,679 ) (7,035 )
Net increase (decrease) in cash and                  
   marketable securities   309   1,330   (8,754 ) 23,726  
Cash and marketable securities at beginning                  
   of year   1,736   406   103,909   80,183  
Cash and marketable securities at end of                  
   year   2,045   1,736   95,155   103,909  

72


  Aracruz Celulose S.A. and Subsidiaries

Supplementary Information as of December 31, 2007 and 2006

Expressed in thousands of Reais
(continued)

2      Statement of Value Added
 
                Company
    2007   %   2006   %
Revenues   2,506,664       2,312,522    
Raw materials from third parties   (1,380,468 )     (1,276,795 )  
Gross value added   1,126,196       1,035,727    
Retentions                
   Depreciation, amortization and depletion   (555,613 )     (549,859 )  
Net value added generated   570,583       485,868    
Received in transfers                
     Financial revenues – including monetary                
              and exchange variations   277,960       319,048    
     Equity income   268,160       727,717    
    546,120       1,046,765    
Value added for distribution   1,116,703   100   1,532,633   100
Distribution of value added                
Government and community                
     Taxes and contributions (federal, state                
           and municipal)   125,979   11   108,073   7
     Support, sponsorship and donations   12,204   1   9,517    
    138,183   12   117,590   7
Employees   244,338   22   228,301   15
Remuneration of capital provided by                
third parties/financiers                
     Financial expenses (revenues)   (286,435 ) (26 ) 38,409   3
Remuneration of capital invested by                
stockholders (dividends and interest on                
capital invested)   498,900   45   485,000   32
Retained earnings   521,717   47   663,333   43
Total distributed and retained   1,116,703   100   1,532,633   100

73


Aracruz Celulose S.A. and Subsidiaries

Supplementary Information as of December 31, 2007 and 2006

Expressed in thousands of Reais
(continued)

                Consolidated
    2007   %   2006   %
Revenues   3,854,482       3,890,967    
Raw materials from third parties   (1,971,085 )     (1,827,282 )  
Gross value added   1,883,397       2,063,685    
Retentions                
   Depreciation, amortization and depletion   (661,758 )     (646,869 )  
Net value added generated   1,221,639       1,416,816    
Received in transfers                
     Financial revenues – including monetary                
           and exchange variations   215,471       349,825    
     Equity income (loss)   (1,322 )     (607 )  
    214,149       349,218    
Value added for distribution   1,435,788   100   1,766,034   100
Distribution of value added                
Government and community                
     Taxes and contributions (federal, state                
           and municipal)   208,288   14   168,572   9
     Support, sponsorship and donations   13,850   1   17,519   1
    222,138   15   186,091   10
Employees   300,840   21   278,545   16
Remuneration of capital provided by                
third parties/financiers                
     Financial expenses (revenues)   (129,394 ) (9 ) 151,267   9
Remuneration of capital invested by                
stockholders (dividends and interest on                
capital invested)   498,900   35   485,000   27
Retained earnings   543,304   38   665,131   38
Total distributed and retained   1,435,788   100   1,766,034   100

74


Aracruz Celulose S.A. and Subsidiaries

Supplementary Information as of December 31, 2007 and 2006

Expressed in thousands of Reais
(continued)

Subsequent Event

As result of the rejection of the proposal of extension of the Provisory Contribution on Financial Transactions (CPMF) for the Brazilian Senate, as from January 1, 2008 there will no longer be the incidence of this tribute on financial transactions.

However, with the objective to compensate the loss of tax revenues arising from extinction of the CPMF, as from January 2008 the operations of credit, exchange and insurance will become subject to payment of an average additional rate of 0.38% p.a. by way of the Financial Operations Tax (IOF), a percentage that corresponds exactly to the rate of the extinct CPMF.

* * *

75


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: January 24, 2008

ARACRUZ CELULOSE S.A.
By: /s/ Carlos Augusto Lira Aguiar
Name: Carlos Augusto Lira Aguiar
Title: Chief Executive Officer