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
April 2024
Vale S.A.
Praia de Botafogo nº 186, 18º andar,
Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Check One) Form 20-F x Form 40-F ¨
Contents
2 |
Report of Independent Registered Public Accounting Firm
To the shareholders and Board of Directors of
Vale S.A.
Results of Review of Interim Financial
Statements
We have reviewed the accompanying consolidated interim statement of financial position of Vale S.A. and its subsidiaries (the “Company”) as of March 31, 2024, and the related consolidated interim income statement and statements of comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2024 and March 31, 2023, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of the Company as of December 31, 2023, and the related consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the year then ended (not presented herein), and in our report dated February 22, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial position as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ PricewaterhouseCoopers Auditores Independentes Ltda.
Rio de Janeiro, RJ, Brazil
April 24, 2024
3 |
Consolidated Interim Income Statement
In millions of United States dollars, except earnings per share
Three-month period ended March 31, | |||
Notes | 2024 | 2023 | |
Net operating revenue | 4(b) | 8,459 | 8,434 |
Cost of goods sold and services rendered | 5(a) | (5,367) | (4,949) |
Gross profit | 3,092 | 3,485 | |
Operating expenses | |||
Selling and administrative | 5(b) | (140) | (118) |
Research and development | (156) | (139) | |
Pre-operating and operational stoppage | 25 | (92) | (124) |
Other operating expenses, net | 5(c) | (256) | (223) |
Operating income | 2,448 | 2,881 | |
Financial income | 6 | 109 | 121 |
Financial expenses | 6 | (339) | (320) |
Other financial items, net | 6 | (207) | (331) |
Equity results and other results in associates and joint ventures | 14 and 24 | 124 | (55) |
Income before income taxes | 2,135 | 2,296 | |
Income taxes | 7 | (448) | (418) |
Net income | 1,687 | 1,878 | |
Net income attributable to noncontrolling interests | 8 | 41 | |
Net income attributable to Vale's shareholders | 1,679 | 1,837 | |
Basic and diluted earnings per share attributable to Vale's shareholders | 8 | ||
Common share (US$) | 0.39 | 0.41 |
The accompanying notes are an integral part of these interim financial statements.
4 |
Consolidated Interim Statement of Comprehensive Income
In millions of United States dollars
Three-month period ended March 31, | |||
Notes | 2024 | 2023 | |
Net income | 1,687 | 1,878 | |
Other comprehensive income: | |||
Items that will not be reclassified to income statement | |||
Translation adjustments of the Parent Company | (1,225) | 944 | |
Retirement benefit obligations | 40 | (7) | |
(1,185) | 937 | ||
Items that may be reclassified to income statement | |||
Translation adjustments of foreign operations | 178 | (157) | |
Net investment hedge | 18(h) | (56) | 49 |
Cash flow hedge | 18(h) | - | 19 |
Reclassification of cumulative translation adjustment to income statement | 51 | - | |
173 | (89) | ||
Comprehensive income | 675 | 2,726 | |
Comprehensive income attributable to noncontrolling interests | 6 | 48 | |
Comprehensive income attributable to Vale's shareholders | 669 | 2,678 |
Items above are stated net of tax when applicable and the related taxes are disclosed in note 7.
The accompanying notes are an integral part of these interim financial statements.
5 |
Consolidated Interim Statement of Cash Flows
In millions of United States dollars
Three-month period ended March 31, | |||
Notes | 2024 | 2023 | |
Cash flow from operations | 9(a) | 4,479 | 4,280 |
Interest on loans and borrowings paid | 9(c) | (186) | (169) |
Cash received on settlement of derivatives, net | 18(d) | 43 | 38 |
Payments related to Brumadinho event | 23 | (135) | (124) |
Payments related to de-characterization of dams | 25 | (119) | (78) |
Income taxes paid (including settlement program) | (506) | (337) | |
Net cash generated by operating activities | 3,576 | 3,610 | |
Cash flow from investing activities: | |||
Capital expenditures | 4(c) | (1,395) | (1,130) |
Payments related to Samarco dam failure | (86) | (77) | |
Additions to investments | - | (7) | |
Payments from disposal of investments, net | 9(b) | - | (67) |
Dividends received from associates and joint ventures | 3 | - | |
Short-term investment | (44) | (55) | |
Other investing activities, net | 3 | 10 | |
Net cash used in investing activities | (1,519) | (1,326) | |
Cash flow from financing activities: | |||
Loans and borrowings from third parties | 9(c) | 870 | 300 |
Payments of loans and borrowings from third parties | 9(c) | (62) | (39) |
Payments of leasing | 22 | (41) | (47) |
Dividends and interest on capital paid to Vale’s shareholders | 28(d) | (2,328) | (1,795) |
Dividends and interest on capital paid to noncontrolling interest | - | (3) | |
Shares buyback program | 28(c) | (275) | (763) |
Net cash used in financing activities | (1,836) | (2,347) | |
Net increase (decrease) in cash and cash equivalents | 221 | (63) | |
Cash and cash equivalents in the beginning of the period | 3,609 | 4,736 | |
Effect of exchange rate changes on cash and cash equivalents | (40) | 32 | |
Cash and cash equivalents at end of the period | 3,790 | 4,705 |
The accompanying notes are an integral part of these interim financial statements.
6 |
Consolidated Interim Statement of Financial Position
In millions of United States dollars
Notes | March 31, 2024 | December 31, 2023 | |
Assets | |||
Current assets | |||
Cash and cash equivalents | 21 | 3,790 | 3,609 |
Short-term investments | 21 | 44 | 51 |
Accounts receivable | 10 | 2,233 | 4,197 |
Other financial assets | 13 | 420 | 271 |
Inventories | 11 | 5,195 | 4,684 |
Recoverable taxes | 7(e) | 840 | 900 |
Judicial deposits | 26(c) | 672 | 611 |
Other | 364 | 444 | |
13,558 | 14,767 | ||
Non-current assets held for sale | 15(b) | 3,970 | 3,933 |
17,528 | 18,700 | ||
Non-current assets | |||
Judicial deposits | 26(c) | 669 | 798 |
Other financial assets | 13 | 336 | 593 |
Recoverable taxes | 7(e) | 1,384 | 1,374 |
Deferred income taxes | 7(b) | 9,699 | 9,565 |
Other | 1,358 | 1,257 | |
13,446 | 13,587 | ||
Investments in associates and joint ventures | 14 | 1,893 | 1,872 |
Intangibles | 16 | 11,258 | 11,631 |
Property, plant, and equipment | 17 | 47,552 | 48,396 |
74,149 | 75,486 | ||
Total assets | 91,677 | 94,186 |
Liabilities | |||
Current liabilities | |||
Suppliers and contractors | 12 | 5,546 | 5,272 |
Loans and borrowings | 21 | 1,286 | 824 |
Leases | 22 | 192 | 197 |
Other financial liabilities | 13 | 1,708 | 1,676 |
Taxes payable | 7(e) | 1,698 | 1,314 |
Settlement program ("REFIS") | 7(c) | 492 | 428 |
Liabilities related to Brumadinho | 23 | 1,063 | 1,057 |
Liabilities related to associates and joint ventures | 24 | 923 | 837 |
De-characterization of dams and asset retirement obligations | 25 | 1,045 | 1,035 |
Provisions for litigation | 26(a) | 117 | 114 |
Employee benefits | 27 | 602 | 964 |
Other | 464 | 376 | |
15,136 | 14,094 | ||
Liabilities associated with non-current assets held for sale | 15(b) | 540 | 561 |
15,676 | 14,655 | ||
Non-current liabilities | |||
Loans and borrowings | 21 | 11,962 | 11,647 |
Leases | 22 | 1,234 | 1,255 |
Participative shareholders' debentures | 20 | 2,621 | 2,874 |
Other financial liabilities | 13 | 3,043 | 3,373 |
Settlement program ("REFIS") | 7(c) | 1,515 | 1,723 |
Deferred income taxes | 7(b) | 848 | 870 |
Liabilities related to Brumadinho | 23 | 1,831 | 2,003 |
Liabilities related to associates and joint ventures | 24 | 3,267 | 3,590 |
De-characterization of dams and asset retirement obligations | 25 | 6,261 | 6,694 |
Provisions for litigation | 26(a) | 885 | 885 |
Employee benefits | 27 | 1,288 | 1,381 |
Streaming transactions | 1,956 | 1,962 | |
Other | 277 | 293 | |
36,988 | 38,550 | ||
Total liabilities | 52,664 | 53,205 | |
Equity | 28 | ||
Equity attributable to Vale's shareholders | 37,487 | 39,461 | |
Equity attributable to noncontrolling interests | 1,526 | 1,520 | |
Total equity | 39,013 | 40,981 | |
Total liabilities and equity | 91,677 | 94,186 |
The accompanying notes are an integral part of these interim financial statements.
7 |
Consolidated Interim Statement of Changes in Equity
In millions of United States dollars
Notes | Share capital | Capital reserve | Profit reserves | Treasury shares | Other reserves | Cumulative translation adjustments | Retained earnings | Equity attributable to Vale’s shareholders | Equity attributable to noncontrolling interests | Total equity | |
Balance as of December 31, 2023 | 61,614 | 1,139 | 21,877 | (3,504) | (1,774) | (39,891) | - | 39,461 | 1,520 | 40,981 | |
Net income | - | - | - | - | - | - | 1,679 | 1,679 | 8 | 1,687 | |
Other comprehensive income | - | - | (606) | - | 50 | (454) | - | (1,010) | (2) | (1,012) | |
Dividends and interest on capital of Vale's shareholders | 28(d) | - | - | (2,364) | - | - | - | - | (2,364) | - | (2,364) |
Shares buyback program | 28(c) | - | - | - | (275) | - | - | - | (275) | - | (275) |
Share-based payment program | 27(a) | - | - | - | 2 | (6) | - | - | (4) | - | (4) |
Balance as of March 31, 2024 | 61,614 | 1,139 | 18,907 | (3,777) | (1,730) | (40,345) | 1,679 | 37,487 | 1,526 | 39,013 | |
Balance as of December 31, 2022 | 61,614 | 1,139 | 20,744 | (4,980) | (1,675) | (40,975) | - | 35,867 | 1,491 | 37,358 | |
Net income | - | - | - | - | - | - | 1,837 | 1,837 | 41 | 1,878 | |
Other comprehensive income | - | - | 500 | - | 5 | 336 | - | 841 | 7 | 848 | |
Dividends and interest on capital of Vale's shareholders | 28(d) | - | - | (437) | - | - | - | - | (437) | - | (437) |
Dividends of noncontrolling interest | - | - | - | - | - | - | - | - | (4) | (4) | |
Shares buyback program | 28(c) | - | - | - | (763) | - | - | - | (763) | - | (763) |
Treasury shares used and canceled | 28(b) | - | - | (4,164) | 4,189 | - | - | - | 25 | - | 25 |
Share-based payment program | 27(a) | - | - | - | - | (24) | - | - | (24) | - | (24) |
Balance as of March 31, 2023 | 61,614 | 1,139 | 16,643 | (1,554) | (1,694) | (40,639) | 1,837 | 37,346 | 1,535 | 38,881 |
The accompanying notes are an integral part of these interim financial statements.
8 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Vale S.A. (the “Parent Company”) is a public company headquartered in the city of Rio de Janeiro, Brazil. Vale’s share capital consists of common shares, traded on the stock exchange.
In Brazil, Vale's common shares are listed on B3 under the code VALE3. The Company also has American Depositary Receipts (ADRs), with each representing one common share, traded on the New York Stock Exchange (NYSE) under the code VALE. Additionally, the shares are traded on LATIBEX under the code XVALO, which is an unregulated electronic market established by the Madrid Stock Exchange for the trading of Latin American securities. The Company's shareholding structure is disclosed in note 28.
Vale, together with its subsidiaries (“Vale” or the “Company”), is one of the world's largest producers of iron ore and nickel. The Company also produces iron ore pellets and copper. Nickel and copper concentrates contain by-products such as platinum group metals (PGM), gold, silver, and cobalt. Most of the Company’s products are sold to international markets, through the Company's main trading Company, Vale International S.A. (“VISA”), a wholly owned subsidiary located in Switzerland.
The Company is engaged in greenfield mineral exploration in six countries, including Brazil, USA, Canada, Chile, Peru and Indonesia. It also operates extensive logistics systems in Brazil and other regions worldwide, including railways, maritime terminals, and ports integrated with mining operations. Additionally, the Company has distribution centers to support its iron ore shipments globally.
As part of its strategy, Vale also holds investments in energy businesses through associates and joint ventures to meet energy consumption needs through renewable sources.
The Company's operations are organized into two operational segments: "Iron Ore Solutions" and "Energy Transition Metals" (note 4).
Iron Ore Solutions – Comprise iron ore extraction and iron ore pellet production, as well as the North, South, and Southeast transportation corridors in Brazil, including railways, ports and terminals linked to mining operations.
· | Iron ore: Currently, Vale operates three systems in Brazil for the production and distribution of iron ore. The Northern System (Carajás, State of Pará, Brazil) is fully integrated and comprises three mining complexes and a maritime terminal. The Southeast System (Quadrilátero Ferrífero, Minas Gerais, Brazil) is fully integrated, consisting of three mining complexes, a railway, a maritime terminal, and a port. The Southern System (Quadrilátero Ferrífero, Minas Gerais, Brazil) consists of two mining complexes and two maritime terminals. |
· | Iron ore pellets: Vale operates six pelletizing plants in Brazil and two in Oman. |
Energy Transition Metals – Includes the production of nickel, copper and its by-products. In 2023, the Company transferred the assets related to this segment to a new entity, "Vale Base Metals Limited”.
· | Nickel: The Company's primary nickel operations are conducted by Vale Canada Limited ("Vale Canada"), which owns mines and processing plants in Canada and Indonesia and nickel refining facilities in the United Kingdom and Japan. In February 2024, the Company signed a definitive agreement related to the divestment obligation in PT Vale Indonesia Tbk ("PTVI"), which will result in the loss of control over this operation (note 15b). Vale also has nickel operations in Onça Puma, located in the State of Pará. |
· | Copper: In Brazil, Vale produces copper concentrates at Sossego and Salobo in Carajás, State of Pará. In Canada, Vale produces copper concentrates and copper cathodes associated with its nickel mining operations in Sudbury (located in Ontario), Voisey’s Bay (located in Newfoundland and Labrador), and Thompson (located in Manitoba). |
· | Cobalt, PGM, and other precious metals: The ore extracted by Vale Canada in Sudbury yields cobalt, PGMs (Platinum Group Metals), silver, and gold as by-products, which are processed at refining facilities in Port Colborne, Ontario. In Canada, Vale Canada also produces refined cobalt at its Long Harbour facilities in Newfoundland and Labrador. The copper operations in Sossego and Salobo in Brazil also yield silver and gold as by-products. |
9 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
2. Basis of preparation of condensed consolidated interim financial statements
The condensed consolidated interim financial statements of the Company (“interim financial statements”) have been prepared and are being presented in accordance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All relevant information for the interim financial statements, and only this information, are presented and consistent to those used by the Company's Management.
The interim financial statements have been prepared to update users on the relevant events and transactions that occurred in the period and must be read together with the financial statements for the year ended December 31, 2023. Accounting policies, accounting estimates and judgments, risk management and measurement methods are the same as those adopted in the preparation of the latest annual financial statements.
These interim financial statements were authorized for issue by the Board of Directors on April 24, 2024.
a) Functional currency and presentation currency
The interim financial statements of the Company and its associates and joint ventures are measured using the currency of the primary economic environment in which each entity operates (“functional currency”), in the case of the Parent Company it is the Brazilian real (“R$”). For presentation purposes, these interim financial statements are presented in United States dollars (“US$”) as the Company believes that this is how international investors analyze the financial statements.
The main exchange rates used by the Company to translate its foreign operations are as follows:
Average rate | ||||||||
Closing rate | Three-month period ended March 31, | |||||||
March 31, 2024 | December 31, 2023 | 2024 | 2023 | |||||
US Dollar ("US$") | 4,9962 | 4.8413 | 4,9515 | 5.1963 | ||||
Canadian dollar ("CAD") | 3,6924 | 3.6522 | 3,6723 | 3.8422 | ||||
Euro ("EUR") | 5,3979 | 5.3516 | 5,3768 | 5.5763 |
3. Significant events and transaction related to the three-month period ended March 31, 2024
· | Acquisition of Aliança Geração de Energia S.A. (“Aliança Geração”) - In March 2024, the Company entered into an agreement with Cemig Geração e Transmissão S.A. ("Cemig GT") for the acquisition of the entire interest held in Aliança Geração, for US$500 (R$2,700 million). Upon completion of the transaction, which is subject to usual conditions precedent, Vale will hold 100% of Aliança Geração’s share capital and will consolidate the entity. Further details are presented in note 15(a) of these interim financial statements. |
· | Shareholders remuneration – In March 2024, the Company paid dividends and interest on capital to its shareholders in the amount of US$2,328. Further details are presented in note 28(d) of these interim financial statements. |
· | Divestment of PT Vale Indonesia Tbk (“PTVI”) - In February 2024, the Company and Sumitomo Metal Mining Co., Ltd. (“SMM”) signed a definitive agreement with PT Mineral Industri Indonesia (“MIND ID”) to sell a portion of the investment held in PTVI. Upon completion of the transaction, Vale will receive US$160 for its stake in PTVI. The closing of the transaction is subject to usual conditions precedent and expected to occur in 2024. Further details are presented in note 15(b) of these interim financial statements. |
· | Acquisition of equity interest in Anglo American Minério de Ferro Brasil S.A. (“Anglo American Brasil”) – In February 2024, the Company entered into an agreement for the acquisition of 15% interest in Anglo American Brasil of which Vale will contribute with Serra da Serpentina iron ore resources and a cash contribution of US$157.5. The closing of the transaction is subject to the usual conditions precedent. Further details are presented in note 15(c) of these interim financial statements. |
10 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
4. Information by business segment and geographic area
The segments are aligned with products and reflect the structure used by Management to evaluate the Company’s performance. The responsible bodies for making operational decisions, allocating resources and evaluating performance are the Executive Committee and Board of Directors. Accordingly, the performance of the operating segments is assessed based on a measure of adjusted EBITDA, among other measures.
In 2024, the Company changed its adjusted EBITDA definition to include the “EBITDA from associates and joint ventures”, which is a measure of their “equity results” (note 14) excluding (i) net finance costs; (ii) depreciation, depletion, and amortization; (iii) taxation and (iv) impairments.
Therefore, the Company’s adjusted EBITDA is defined as operating income or loss, including the EBITDA from interests in associates and joint ventures; and excluding (i) depreciation, depletion, and amortization; and (ii) impairment and results on disposal of non-current assets, net and other. The comparative information in these interim financial statements was restated to reflect this change in the adjusted EBITDA definition.
Additionally, as a result of the reorganization of assets and the governance established for the Energy Transition Metals segment, the “Other” segment was reorganized for a better allocation of direct effects on the Iron Ore Solutions and Energy Transition Metals businesses. These effects were allocated to each segment starting from the period ended March 31, 2024.
Segment | Main activities |
Iron Ore Solutions | Comprises the extraction and production of iron ore, iron ore pellets, other ferrous products, and its logistic related services. |
Energy Transition Metals | Includes the extraction and production of nickel and its by-products (gold, silver, cobalt, precious metals and others), and copper, as well as its by-products (gold and silver). |
Other | Includes corporate expenses not allocated to the operating segment, research and development of greenfield exploration projects, as well as expenses related to the Brumadinho event and de-characterization of dams and asset retirement obligations. |
a) Adjusted EBITDA
Three-month period ended March 31, | |||
Notes | 2024 | 2023 (restated) | |
Iron ore | 2,507 | 2,696 | |
Iron ore pellets | 882 | 692 | |
Other ferrous products and services | 70 | 70 | |
Iron Solutions | 3,459 | 3,458 | |
Nickel | 17 | 353 | |
Copper | 284 | 220 | |
Other energy transition metals | (44) | - | |
Energy Transition Metals | 257 | 573 | |
Other (i) | (278) | (317) | |
Adjusted EBITDA | 3,438 | 3,714 | |
Depreciation, depletion and amortization | (714) | (656) | |
Impairment and results on disposal of non-current assets, net and other (ii) | (73) | (39) | |
EBITDA from associates and joint ventures | (203) | (138) | |
Operating income | 2,448 | 2,881 | |
Equity results and other results in associates and joint ventures | 14 | 124 | (55) |
Financial results | 6 | (437) | (530) |
Income before income taxes | 2,135 | 2,296 |
(i) Includes expenses from Vale Base Metals Limited that were not allocated to the operating segment in the amount of US$47 for the three-month period ended March 31, 2024.
(ii) Includes adjustments of US$67 for the three-month period ended March 31, 2024 (2023: US$35), to reflect the performance of the streaming transactions at market prices.
11 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
b) Net operating revenue by shipment destination
Three-month period ended March 31, 2024 | |||||||
Iron Solutions | Energy Transition Metals | ||||||
Iron ore | Iron ore pellets | Other ferrous products and services | Nickel and other products | Copper | Other energy transition metals | Total | |
China | 3,528 | - | - | 54 | 92 | - | 3,674 |
Japan | 520 | 65 | - | 97 | - | - | 682 |
Asia, except Japan and China | 599 | 39 | 3 | 109 | 64 | - | 814 |
Brazil | 329 | 521 | 145 | 8 | - | 3 | 1,006 |
United States of America | - | 52 | - | 191 | - | - | 243 |
Americas, except United States and Brazil | - | 121 | - | 123 | 62 | - | 306 |
Germany | 68 | 35 | - | 96 | 127 | - | 326 |
Europe, except Germany | 241 | 41 | - | 168 | 232 | - | 682 |
Middle East, Africa, and Oceania | 7 | 711 | - | 8 | - | - | 726 |
Net operating revenue | 5,292 | 1,585 | 148 | 854 | 577 | 3 | 8,459 |
Three-month period ended March 31, 2023 | |||||||
Iron Solutions | Energy Transition Metals | ||||||
Iron ore | Iron ore pellets | Other ferrous products and services | Nickel and other products | Copper | Other | Total | |
China | 3,275 | - | - | 78 | 54 | - | 3,407 |
Japan | 479 | 52 | - | 158 | - | - | 689 |
Asia, except Japan and China | 403 | 41 | 2 | 140 | 44 | - | 630 |
Brazil | 361 | 409 | 105 | 19 | - | 25 | 919 |
United States of America | - | 86 | - | 425 | - | - | 511 |
Americas, except United States and Brazil | 1 | 146 | - | 143 | - | - | 290 |
Germany | 91 | 33 | - | 174 | 130 | - | 428 |
Europe, except Germany | 372 | 139 | - | 362 | 262 | - | 1,135 |
Middle East, Africa, and Oceania | - | 416 | - | 9 | - | - | 425 |
Net operating revenue | 4,982 | 1,322 | 107 | 1,508 | 490 | 25 | 8,434 |
No customer individually represented 10% or more of the Company’s revenues in the periods presented above.
c) Assets by segment
March 31, 2024 | December 31, 2023 | |||||||
Iron Solutions | Energy Transition Metals | Other | Total | Iron Solutions | Energy Transition Metals | Other | Total | |
Investments in associates and joint ventures | 1,362 | - | 531 | 1,893 | 1,349 | - | 523 | 1,872 |
Property, plant and equipment and intangibles | 37,759 | 18,032 | 3,019 | 58,810 | 38,376 | 18,341 | 3,310 | 60,027 |
Three-month period ended March 31, | ||||||||
2024 | 2023 | |||||||
Iron Solutions | Energy Transition Metals | Other | Total | Iron Solutions | Energy Transition Metals | Other | Total | |
Capital expenditures | ||||||||
Sustaining capital (i) | 681 | 328 | 19 | 1,028 | 512 | 263 | 29 | 804 |
Project execution | 320 | 39 | 8 | 367 | 236 | 72 | 18 | 326 |
1,001 | 367 | 27 | 1,395 | 748 | 335 | 47 | 1,130 |
(i) According to the Company's shareholders remuneration policy, dividends are calculated based on 30% of the adjusted EBITDA less sustaining capital investments.
12 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
d) Assets by geographic area
March 31, 2024 | December 31, 2023 | |||||||
Investments in associates and joint ventures | Intangible | Property, plant and equipment | Total | Investments in associates and joint ventures | Intangible | Property, plant and equipment | Total | |
Brazil | 1,893 | 9,490 | 33,144 | 44,527 | 1,872 | 9,822 | 33,769 | 45,463 |
Canada | - | 1,766 | 11,717 | 13,483 | - | 1,808 | 11,890 | 13,698 |
Americas, except Brazil and Canada | - | - | 4 | 4 | - | - | 4 | 4 |
Indonesia | - | - | 60 | 60 | - | - | 59 | 59 |
China | - | 1 | 14 | 15 | - | 1 | 14 | 15 |
Asia, except Indonesia and China | - | 1 | 715 | 716 | - | - | 731 | 731 |
Europe | - | - | 667 | 667 | - | - | 678 | 678 |
Oman | - | - | 1,231 | 1,231 | - | - | 1,251 | 1,251 |
Total | 1,893 | 11,258 | 47,552 | 60,703 | 1,872 | 11,631 | 48,396 | 61,899 |
5. Costs and expenses by nature
a) Cost of goods sold, and services rendered
Three-month period ended March 31, | ||
2024 | 2023 | |
Services | 1,031 | 799 |
Freight | 938 | 682 |
Depreciation, depletion and amortization | 678 | 613 |
Materials | 641 | 591 |
Personnel | 553 | 688 |
Acquisition of products | 374 | 535 |
Fuel oil and gas | 369 | 385 |
Royalties | 289 | 232 |
Energy | 169 | 167 |
Others | 325 | 257 |
Total | 5,367 | 4,949 |
b) Selling and administrative expenses
Three-month period ended March 31, | ||
2024 | 2023 | |
Personnel | 67 | 56 |
Services | 34 | 32 |
Depreciation and amortization | 10 | 11 |
Other | 29 | 19 |
Total | 140 | 118 |
c) Other operating expenses, net
Three-month period ended March 31, | |||
Notes | 2024 | 2023 | |
Expenses related to Brumadinho event | 23 | 102 | 111 |
Provision for litigations | 26(a) | 50 | 31 |
Profit sharing program | 85 | 55 | |
Impairment and results on disposal of non-current assets, net | 6 | 4 | |
Other | 13 | 22 | |
Total | 256 | 223 |
13 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Three-month period ended March 31, | |||
Notes | 2024 | 2023 | |
Financial income | |||
Short-term investments | 81 | 88 | |
Other | 28 | 33 | |
109 | 121 | ||
Financial expenses | |||
Loans and borrowings interest | 9(c) | (166) | (175) |
Interest on REFIS | (28) | (38) | |
Interest on lease liabilities | 22 | (14) | (15) |
Interest on supplier liabilities | (46) | (38) | |
Other | (85) | (54) | |
(339) | (320) | ||
Other financial items, net | |||
Foreign exchange and indexation gains (losses), net | (373) | (476) | |
Participative shareholders' debentures | 20 | 164 | (47) |
Derivative financial instruments, net | 18(c) | 2 | 192 |
(207) | (331) | ||
Total | (437) | (530) |
a) Income tax reconciliation
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) released the Pillar Two model rules to reform international corporate taxation. Multinational economic groups within the scope of these rules are required to calculate their effective tax rate in each country where they operate, the “GloBE effective tax rate”.
When the effective GloBE rate of any entity in the economic group, aggregated by jurisdiction where the group operates, is lower than the minimum rate defined at 15%, the multinational group must pay a supplementary amount of tax on profit, referring to the difference between its rate effective GloBE and the minimum tax rate.
From 2024, the Company is subject to OECD Pillar Two model rules in the Netherlands, Switzerland, United Kingdom, Japan and Luxembourg. There was no material impact on these interim financial statements due to this matter.
Income tax expense is recognized based on the estimate of the weighted average effective tax rate expected for the full year, adjusted for the tax effect of certain items that are recognized in full on the interim tax calculation. Therefore, the effective tax rate in the interim financial statements may differ from management’s estimate of the effective tax rate for the year. The reconciliation of the taxes calculated according to the nominal tax rates and the amount of taxes recorded is shown below:
Three-month period ended March 31, | ||
2024 | 2023 | |
Income before income taxes | 2,135 | 2,296 |
Income taxes at statutory rate (34%) | (726) | (781) |
Adjustments that affect the taxes basis: | ||
Tax incentives | 469 | 405 |
Equity results | (7) | (30) |
Reduction of tax loss carryforward | (156) | (71) |
Reclassification of cumulative adjustments to the income statement | (17) | |
Other | (11) | 59 |
Income taxes | (448) | (418) |
Current tax | (734) | (218) |
Deferred tax (i) | 286 | (200) |
Income taxes | (448) | (418) |
(i) Includes US$11 related to deferred tax liabilities of PT Vale Indonesia Tbk ("PTVI"), which is classified as held for sale (note 15b).
14 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
b) Deferred income tax assets and liabilities
Assets | Liabilities | Deferred taxes, net | |
Balance as of December 31, 2023 | 9,565 | 870 | 8,695 |
Effect in income statement | 245 | (52) | 297 |
Other comprehensive income | 136 | 17 | 119 |
Transfer between assets and liabilities | 31 | 31 | - |
Translation adjustment | (278) | (18) | (260) |
Balance as of March 31, 2024 | 9,699 | 848 | 8,851 |
Balance as of December 31, 2022 | 10,770 | 1,413 | 9,357 |
Effect in income statement | (229) | (29) | (200) |
Other comprehensive income | (5) | (5) | - |
Translation adjustment | 263 | - | 263 |
Balance as of March 31, 2023 | 10,799 | 1,379 | 9,420 |
c) | Income taxes - Settlement program (“REFIS”) |
March 31, 2024 | December 31, 2023 | |
Current liabilities | 492 | 428 |
Non-current liabilities | 1,515 | 1,723 |
REFIS liabilities | 2,007 | 2,151 |
SELIC rate | 10.75% | 11.75% |
The balance mainly relates to the settlement program of claims regarding the collection of income tax and social contribution on equity gains of foreign subsidiaries and associates from 2003 to 2012. This amount bears SELIC interest rate (Special System for Settlement and Custody) and will be paid in monthly installments until October 2028 and the impact of the SELIC over the liability is recorded under the Company’s financial results (note 6).
d) Uncertain tax positions (“UTP”)
The amount under discussion with the tax authorities is US$5,265 as of March 31, 2024 (December 31, 2023: US$5,408) which includes the reduction of tax losses in the amount of US$732 as of March 31, 2024 (December 31, 2023: US$754), if the tax authority does not accept the tax treatment adopted by the Company in relation to these matters.
March 31, 2024 | December 31, 2023 | |||||
Assessed (i) | Not in dispute (ii) | Total | Assessed (i) | Not in dispute (ii) | Total | |
UTPs not recorded on statement of financial position (iii) | ||||||
Transfer pricing over the exportation of ores to a foreign subsidiary | 2,158 | 2,897 | 5,055 | 2,144 | 3,010 | 5,154 |
Expenses of interest on capital | 1,490 | - | 1,490 | 1,511 | - | 1,511 |
Proceeding related to income tax paid abroad | 505 | - | 505 | 512 | - | 512 |
Goodwill amortization | 598 | 189 | 787 | 606 | 190 | 796 |
Payments to Renova Foundation | 164 | 520 | 684 | 167 | 536 | 703 |
Other | 350 | - | 350 | 468 | - | 468 |
5,265 | 3,606 | 8,871 | 5,408 | 3,736 | 9,144 | |
UTPs recorded on statement of financial position | ||||||
Deduction of CSLL in Brazil | 181 | - | 181 | 183 | - | 183 |
181 | - | 181 | 183 | - | 183 |
(i) Includes the tax effects arising from the reduction of the tax losses and negative basis of the CSLL without fines and interest.
(ii) Includes the principal, without fines and interest.
(iii) Based on the assessment of its internal and external legal advisors, the Company believes that the tax treatment adopted for these matters will be accepted in decisions of the higher courts on last instance.
15 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
e) Recoverable and taxes payables
March 31, 2024 | December 31, 2023 | |||||
Current assets | Non-current assets | Current liabilities | Current assets | Non-current assets | Current liabilities | |
Value-added tax ("ICMS") | 194 | 2 | 22 | 232 | 5 | 25 |
Brazilian federal contributions ("PIS" and "COFINS") (i) | 319 | 1,030 | 624 | 355 | 1,010 | 615 |
Income taxes | 318 | 351 | 780 | 302 | 358 | 429 |
Financial compensation for the exploration of mineral resources ("CFEM") | - | - | 66 | - | - | 93 |
Other | 9 | 1 | 206 | 11 | 1 | 152 |
Total | 840 | 1,384 | 1,698 | 900 | 1,374 | 1,314 |
(i) In December 2023, a judicial decision was issued in a lawsuit filed in 2011 by Valepar (merged by Vale) seeking the right to exclude the amount of dividends received in the form of interest on capital (“JCP”) from the PIS and COFINS tax, which was fully guaranteed by a judicial deposit. The aforementioned judicial decision determined the conversion of part of the judicial deposit to the Government, which was concluded in April 2024 (subsequent event).
8. Basic and diluted earnings per share
The basic and diluted earnings per share are presented below:
Three-month period ended March 31, | ||
2024 | 2023 | |
Net income attributable to Vale's shareholders | 1,679 | 1,837 |
Thousands of shares | ||
Weighted average number of common shares outstanding | 4,285,865 | 4,453,110 |
Weighted average number of common shares outstanding and potential ordinary shares | 4,289,631 | 4,456,941 |
Basic and diluted earnings per share | ||
Common share (US$) | 0.39 | 0.41 |
a) Cash flow from operating activities
Three-month period ended March 31, | |||
Notes | 2024 | 2023 | |
Cash flow from operating activities: | |||
Income before income taxes | 2,135 | 2,296 | |
Adjusted for: | |||
Equity results and other results in associates and joint ventures | 14 | (124) | 55 |
Impairment and results on disposal of non-current assets, net | 6 | 4 | |
Review of estimates related to Brumadinho | 23 | (6) | - |
Review of estimates related to de-characterization of dams | 25 | (61) | - |
Depreciation, depletion and amortization | 714 | 656 | |
Financial results, net | 6 | 437 | 530 |
Changes in assets and liabilities: | |||
Accounts receivable | 10 | 1,935 | 1,686 |
Inventories | 11 | (626) | (363) |
Suppliers and contractors | 12 | 378 | (105) |
Other assets and liabilities, net | (309) | (479) | |
Cash flow from operations | 4,479 | 4,280 |
16 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
b) Cash flow from investing activities
Three-month period ended March 31, | |||
Notes | 2024 | 2023 | |
Cash received from the sale of Companhia Siderúrgica do Pecém | 15(d) | - | 1,082 |
Cash contribution to Companhia Siderúrgica do Pecém | 15(d) | - | (1,149) |
Payments from disposal of investments, net | - | (67) | |
c) Reconciliation of debt to cash flows arising from financing activities
Quoted in the secondary market | Debt contracts in Brazil | Debt contracts on the international market | Total | |
December 31, 2023 | 7,474 | 250 | 4,747 | 12,471 |
Additions | - | - | 870 | 870 |
Payments | (40) | (12) | (10) | (62) |
Interest paid (i) | (92) | (6) | (88) | (186) |
Cash flow from financing activities | (132) | (18) | 772 | 622 |
Effect of exchange rate | (9) | (7) | - | (16) |
Interest accretion | 85 | 6 | 80 | 171 |
Non-cash changes | 76 | (1) | 80 | 155 |
March 31, 2024 | 7,418 | 231 | 5,599 | 13,248 |
December 31, 2022 | 6,497 | 280 | 4,404 | 11,181 |
Additions | - | - | 300 | 300 |
Payments | (17) | (12) | (10) | (39) |
Interest paid (i) | (109) | (7) | (53) | (169) |
Cash flow from financing activities | (126) | (19) | 237 | 92 |
Effect of exchange rate | 7 | (7) | 1 | 15 |
Interest accretion | 107 | 8 | 61 | 176 |
Non-cash changes | 114 | 15 | 62 | 191 |
March 31, 2023 | 6,485 | 276 | 4,703 | 11,464 |
(i) Classified as operating activities in the statement of cash flows.
Funding
· | In March 2024, the Company contracted a loan of US$360 with the Japan Bank of International Cooperation (“JBIC”) indexed to SOFR plus spread adjustments and maturing in 2035. |
· | In March 2024, the Company contracted a loan of US$60 with the Canadian Imperial Bank of Commerce (“CIBC”) indexed to SOFR plus spread adjustments and maturing in 2024. |
· | In February 2024, the Company contracted a loan of US$166 with Banco Santander indexed to SOFR plus spread adjustments and maturing in 2025. |
· | In February 2024, the Company contracted a loan of US$34 with Credit Agricole Bank indexed to SOFR plus spread adjustments and maturing in 2025. |
· | From January to February 2024, the Company contracted a loan of US$250 with Banco Bradesco with a fixed rate maturing in 2025. |
· | In March 2023, the Company contracted a loan of US$300 with the Industrial and Commercial Bank of China Limited, Panama Branch (“ICBC”) indexed to SOFR plus spread adjustments and maturing in 2028. |
Payments
· | In January 2024, the Company paid principal and interest of debentures, in the amount of U$46. |
· | In January 2023, the Company paid principal and interest of debentures, in the amount of U$24. |
17 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
d) Non-cash transactions
Three-month period ended March 31, | ||
2024 | 2023 | |
Non-cash transactions: | ||
Additions to PP&E with capitalized loans and borrowing costs | 5 | 5 |
18 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Provisionally priced commodities sales – The Company is mainly exposed to iron ore and copper price risk. The determination of the final sales price for these commodities is based on the pricing period outlined in the sales contracts, typically occurring after the revenue recognition date. Consequently, the Company initially recognizes revenue using a provisional invoice. Subsequently, the receivables associated with provisionally priced products are measured at fair value through profit or loss (note 19). Any fluctuations in the value of these receivables are reflected in the Company's net operating revenue.
The sensitivity of the Company’s risk related to the final settlement of provisionally priced accounts receivables is detailed below:
Three-month period ended March 31, 2024 | ||||
Thousand metric tons | Provisional price (US$/ton) | Variation |
Effect on Revenue (US$ million) | |
Iron ore | 12,852 | 102 | +/- 10% | +/- 131 |
Copper | 54 | 8,263 | +/- 10% | +/- 45 |
March 31, 2024 | December 31, 2023 | |
Finished products | ||
Iron Solutions | 2,888 | 2,457 |
Energy Transition Metals | 662 | 640 |
3,550 | 3,097 | |
Work in progress | 676 | 567 |
Consumable inventory | 1,127 | 1,159 |
Net realizable value provision (i) | (158) | (139) |
Total of inventories | 5,195 | 4,684 |
(i) In the three-month period ended March 31, 2024, the effect of provision for net realizable value was US$49 (2023: Reversal of provision in the amount of US$10).
Notes | March 31, 2024 | December 31, 2023 | |
Third parties – Brazil | 3,884 | 3,461 | |
Third parties – Abroad | 1,538 | 1,653 | |
Related parties | 29(b) | 124 | 158 |
Total | 5,546 | 5,272 |
The Company has supplier finance arrangements, which do not substantially modify the original liabilities and remain presented as suppliers. The outstanding balance related to those transactions was US$1,430 as of March 31, 2024 (December 31, 2023: US$1,438), of which US$248 (December 31, 2023: US$221) relates to the structure created by the Company with the exclusive purpose of enabling small and medium suppliers to anticipate their receivables with better interest rates, in line with Company’s social pillar.
19 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
13. Other financial assets and liabilities
Current | Non-Current | ||||
Notes | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 | |
Other financial assets | |||||
Restricted cash | - | - | 4 | 4 | |
Derivative financial instruments | 18(a) | 420 | 271 | 287 | 544 |
Investments in equity securities | - | - | 45 | 45 | |
420 | 271 | 336 | 593 | ||
Other financial liabilities | |||||
Derivative financial instruments | 18(a) | 20 | 36 | 64 | 95 |
Other financial liabilities - Related parties | 29(b) | 261 | 290 | - | - |
Liabilities related to the concession grant | 13(a) | 745 | 591 | 2,979 | 3,278 |
Advances and other financial obligations (i) | 682 | 759 | - | - | |
1,708 | 1,676 | 3,043 | 3,373 |
(i) Includes advances received from customers and other financial obligations.
a) Liabilities related to the concession grant
Consolidated | Discount rate | |||||||
December 31, 2023 | Revision to estimates | Monetary and present value adjustments | Disbursements | March 31, 2024 | March 31, 2024 | December 31, 2023 | Remaining term of obligations | |
Payment obligation | 1,130 | - | (7) | (15) | 1,108 | 11.04% | 11.04% | 34 years |
Infrastructure investment | 2,739 | (31) | (51) | (41) | 2,616 | 5.62% - 5.90% | 5.17% - 5.54% | 8 years |
3,869 | (31) | (58) | (56) | 3,724 | ||||
Current liabilities | 591 | 745 | ||||||
Non-current liabilities | 3,278 | 2,979 | ||||||
Liabilities | 3,869 | 3,724 |
The Company is currently discussing with the Brazilian Ministry of Transport the general conditions for optimizing the investment plans of Estrada de Ferro Carajás (“EFC”) and Estrada de Ferro Vitória a Minas (“EFVM”) concessions contracts, both of which are currently being fulfilled by Vale in accordance with the contracts in place.
The potential change in the agreements is still uncertain as it is subject to conclusion of the negotiations and approval by the Company and relevant authorities. Any changes to the existing obligation will be recorded after the conclusion of the negotiations and based on the final terms agreed.
Therefore, until there is any change in the existing concession contracts, the Company will continue to comply with its obligations under the agreements, which are reflected in the Company’s liability recorded in these interim financial statements.
20 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
14. Investments in associates and joint ventures
Associates and joint ventures | % ownership | December 31, 2023 | Equity results in income statement | Dividends declared | Translation adjustment | Other | March 31, 2024 |
Iron Solutions | |||||||
Baovale Mineração S.A. | 50.00 | 28 | 1 | (1) | (1) | (1) | 26 |
Companhia Coreano-Brasileira de Pelotização | 50.00 | 73 | 6 | - | (2) | - | 77 |
Companhia Hispano-Brasileira de Pelotização | 50.89 | 49 | 4 | - | (1) | - | 52 |
Companhia Ítalo-Brasileira de Pelotização | 50.90 | 63 | 4 | - | (3) | - | 64 |
Companhia Nipo-Brasileira de Pelotização | 51.00 | 150 | 9 | - | (4) | - | 155 |
MRS Logística S.A. | 48.45 | 640 | 30 | - | (20) | - | 650 |
VLI S.A. | 29.60 | 346 | 4 | - | (12) | - | 338 |
Samarco Mineração S.A. (note 24) | 50.00 | - | - | - | - | - | - |
1,349 | 58 | (1) | (43) | (1) | 1,362 | ||
Others | |||||||
Aliança Geração de Energia S.A. | 55.00 | 356 | 9 | - | (11) | 19 | 373 |
Aliança Norte Energia Participações S.A. | 51.00 | 106 | (3) | - | (3) | - | 100 |
Other | 61 | 1 | (1) | (2) | (1) | 58 | |
523 | 7 | (1) | (16) | 18 | 531 | ||
Equity results in associates and joint ventures | 1,872 | 65 | (2) | (59) | 17 | 1,893 | |
Other results in associates and joint ventures | - | 59 | - | - | - | - | |
Equity results and other results in associates and joint ventures | 1,872 | 124 | (2) | (59) | 17 | 1,893 |
15. Acquisitions and divestitures
Equity results and other results in associates and joint ventures | |||
Three-month period ended March 31, | |||
Reference | 2024 | 2023 | |
Companhia Siderúrgica do Pecém | 15(d) | - | 37 |
- | 37 |
a) Acquisition of Aliança Geração de Energia S.A. (“Aliança Geração”) - Aliança Geração is a joint venture of Vale, which operates hydroelectric and wind power plants in Brazil, in which the Company holds a 55% interest. Aliança Geração’s power generation asset portfolio consists of seven hydroelectric power plants in the state of Minas Gerais and three wind farms in operation in the states of Rio Grande do Norte and Ceará, Brazil.
In March 2024, the Company entered into an agreement with Cemig Geração e Transmissão S.A. ("Cemig GT") for the acquisition of the entire 45% interest held for Cemig GT in Aliança Geração, for US$540 (R$2,700 million). The interest acquisition in Aliança Geração will be the first step towards creating an energy platform and, after the acquisition is completed, Vale will seek potential partners for this platform.
Upon the closing, which is subject to approval by Cemig GT's General Shareholders' Meeting and to usual precedent conditions, Vale will hold 100% of Aliança Geração’s share capital, obtaining control over the entity and consolidating its assets, liabilities and results in the Company's financial statements.
b) Divestment on PT Vale Indonesia Tbk (“PTVI”) – PTVI has a Contract of Work with the government of Indonesia to operate its mining licenses, expiring in December 2025. To extend the period of the mining licenses beyond 2025, PTVI must meet certain requirements under the Contract of Work, including the commitment to meet a threshold of Indonesian participants in its shareholding structure.
Due to the divestment obligation in PTVI, the Company and Sumitomo Metal Mining Co., Ltd. (“SMM”) signed a definitive agreement to sell a portion of the investment held in PTVI with PT Mineral Industri Indonesia (“MIND ID”), which will become PTVI's largest shareholder. Once completed, the transaction fulfils Indonesia’s divestment obligations and satisfies a key condition for PTVI to extend its mining license.
Currently, Vale, SMM and MIND ID respectively hold 44.3%, 15.0% and 20.0% of issued shares. Upon completion, Vale, SMM and MIND ID will hold approximately 33.9%, 11.5% and 34.0% respectively. Approximately 20.6% will continue to be held by the public on the Indonesia Stock Exchange.
21 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Upon closing of the transaction, the Company will receive US$160 and will lose control over PTVI. Therefore, Vale will account for the investment held in PTVI under the equity method due to the significant influence it will retain over PTVI.
As a result, the Company expects to record a gain related to the effects of the deconsolidation of PTVI and remeasurement of the retained interest at the fair value. The conclusion of the transaction is expected to occur in 2024 and is subject to customary closing conditions.
In addition, the assets and liabilities of PTVI are classified as held for sale since December 31, 2023, as it meets the criteria of IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operation. No impairment loss was recorded in the income statement for the period ended March 31, 2024.
Balance sheet of PTVI classified as held for sale
March 31, 2024 | December 31, 2023 | |
Assets | ||
Cash and cash equivalents | 735 | 703 |
Accounts receivable | 18 | 20 |
Inventories | 121 | 80 |
Taxes | 98 | 117 |
Investments | 13 | 13 |
Property, plant and equipment | 2,803 | 2,792 |
Intangible | 69 | 69 |
Other assets | 113 | 139 |
3,970 | 3,933 | |
Liabilities | ||
Suppliers and contractors | 143 | 172 |
Deferred income taxes | 226 | 213 |
Other liabilities | 171 | 176 |
540 | 561 | |
Net assets held for sale | 3,430 | 3,372 |
c) Acquisition of equity interest in Anglo American Minério de Ferro Brasil S.A. (“Anglo American Brasil”) – In February 2024, the Company entered into an agreement with Anglo American plc for the acquisition of 15% interest in Anglo American Brasil, the company that currently owns the Minas-Rio complex (“Minas-Rio”), in Brazil. Under the terms agreed, Vale will contribute with Serra da Serpentina iron ore resources and a cash contribution of US$157,5 million, subject to net debt and working capital variation adjustments at the closing date. Additionally, depending on the future iron ore prices, there may be an adjustment in the transaction price and the fair value adjustments of this mechanism will be recognized in the Company's income statements accordingly.
Following completion of the transaction, Vale will receive its pro-rata share of Minas-Rio production and the Company will also have an option to acquire an additional 15% shareholding in Minas-Rio. The option will be exercised at fair value, calculated at the time of exercise.
The closing of the transaction is subject to the usual conditions precedent. Upon completion of the transaction, Anglo American Brasil will be an associate of Vale and the investment will be accounted for under the equity method.
d) Companhia Siderúrgica do Pecém (“CSP”) – In July 2022, the Company and the other shareholders of CSP signed a binding agreement with ArcelorMittal Brasil S.A. (“ArcelorMittal”) for the sale of CSP. In March 2023, the Company completed the sale of its interest in CSP to ArcelorMittal. Under the terms of the agreement, Vale has received US$1,042 from the buyer and made a cash contribution of US$1,189 to CSP upon closing, which was fully used to prepay the outstanding net debt of CSP as determined by the agreement. In addition, the Company derecognized its financial liability related to the guarantee granted to CSP, leading to a gain of US$37 recognized as “Equity results and other results in associates and joint ventures” for the three-month period ended March 31, 2023.
22 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Goodwill | Concessions | Software | Research and development project | Total | |
Balance as of December 31, 2023 | 3,263 | 7,689 | 104 | 575 | 11,631 |
Additions | - | 37 | 14 | - | 51 |
Disposals | - | - | - | (5) | (5) |
Amortization | - | (62) | (18) | - | (80) |
Translation adjustment | (80) | (239) | (3) | (17) | (339) |
Balance as of March 31, 2024 | 3,183 | 7,425 | 97 | 553 | 11,258 |
Cost | 3,183 | 9,150 | 632 | 553 | 13,518 |
Accumulated amortization | - | (1,725) | (535) | - | (2,260) |
Balance as of March 31, 2024 | 3,183 | 7,425 | 97 | 553 | 11,258 |
Balance as of December 31, 2022 | 3,189 | 6,434 | 87 | 528 | 10,238 |
Additions | - | 50 | 5 | - | 55 |
Disposals | - | (3) | - | - | (3) |
Amortization | - | (60) | (11) | - | (71) |
Translation adjustment | 39 | 174 | 2 | 14 | 229 |
Balance as of March 31, 2023 | 3,228 | 6,595 | 83 | 542 | 10,448 |
Cost | 3,228 | 8,060 | 570 | 542 | 12,400 |
Accumulated amortization | - | (1,465) | (487) | - | (1,952) |
Balance as of March 31, 2023 | 3,228 | 6,595 | 83 | 542 | 10,448 |
17. Property, plant, and equipment
Consolidated | ||||||||||
Notes | Building and land | Facilities | Equipment | Mineral properties | Railway equipment | Right of use assets | Other | Constructions in progress | Total | |
Balance as of December 31, 2023 | 10,119 | 9,239 | 4,450 | 6,925 | 2,612 | 1,359 | 2,484 | 11,208 | 48,396 | |
Additions (i) | - | - | - | - | - | 15 | - | 1,307 | 1,322 | |
Disposals | (3) | (15) | (1) | - | (2) | - | - | (36) | (57) | |
Assets retirement obligation | 25(b) | - | - | - | (53) | - | - | - | - | (53) |
Depreciation, depletion and amortization | (113) | (143) | (186) | (127) | (40) | (47) | (83) | - | (739) | |
Translation adjustment | (292) | (274) | (104) | (185) | (81) | (11) | (63) | (307) | (1,317) | |
Transfers | 167 | 245 | 145 | 137 | 32 | - | 62 | (788) | - | |
Balance as of March 31, 2024 | 9,878 | 9,052 | 4,304 | 6,697 | 2,521 | 1,316 | 2,400 | 11,384 | 47,552 | |
Cost | 17,069 | 14,705 | 10,272 | 15,371 | 4,342 | 2,180 | 5,297 | 11,384 | 80,620 | |
Accumulated depreciation | (7,191) | (5,653) | (5,968) | (8,674) | (1,821) | (864) | (2,897) | - | (33,068) | |
Balance as of March 31, 2024 | 9,878 | 9,052 | 4,304 | 6,697 | 2,521 | 1,316 | 2,400 | 11,384 | 47,552 | |
Balance as of December 31, 2022 | 8,913 | 8,042 | 4,984 | 7,112 | 2,475 | 1,455 | 2,632 | 9,325 | 44,938 | |
Additions (i) | - | - | - | - | - | 12 | - | 1,039 | 1,051 | |
Disposals | (2) | (7) | (5) | - | (5) | - | (1) | (7) | (27) | |
Assets retirement obligation | 25(b) | - | - | - | (23) | - | - | - | - | (23) |
Depreciation, depletion and amortization | (109) | (122) | (181) | (131) | (40) | (45) | (79) | - | (707) | |
Translation adjustment | 187 | 189 | 71 | 71 | 65 | 10 | 45 | 161 | 799 | |
Transfers | 519 | 282 | 220 | 31 | 29 | - | 36 | (1,117) | - | |
Balance as of March 31, 2023 | 9,508 | 8,384 | 5,089 | 7,060 | 2,524 | 1,432 | 2,633 | 9,401 | 46,031 | |
Cost | 16,804 | 13,404 | 11,949 | 15,705 | 4,218 | 2,147 | 5,517 | 9,401 | 79,145 | |
Accumulated depreciation | (7,296) | (5,020) | (6,860) | (8,645) | (1,694) | (715) | (2,884) | - | (33,114) | |
Balance as of March 31, 2023 | 9,508 | 8,384 | 5,089 | 7,060 | 2,524 | 1,432 | 2,633 | 9,401 | 46,031 | |
(i) Includes capitalized interest, when applicable. | ||||||||||
For more details regarding right of use and lease liability see note 22.
23 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
18. Financial and capital risk management
a) Effects of derivatives on the statement of financial position
March 31, 2024 | December 31, 2023 | |||
Assets | Liabilities | Assets | Liabilities | |
Foreign exchange and interest rate risk | ||||
CDI & TJLP vs. US$ fixed and floating rate swap | 91 | 32 | 109 | 30 |
IPCA swap | - | 44 | - | 41 |
Dollar swap and forward transactions | 566 | - | 650 | - |
SOFR swap | 8 | - | 4 | 28 |
665 | 76 | 763 | 99 | |
Commodities price risk | ||||
Gasoil, Brent and freight | 42 | - | 52 | 22 |
Energy Transition Metals | - | 5 | - | 8 |
42 | 5 | 52 | 30 | |
Other | - | 3 | - | 2 |
Total | 707 | 84 | 815 | 131 |
b) Net exposure
March 31, 2024 | December 31, 2023 | |
Foreign exchange and interest rate risk | ||
CDI & TJLP vs. US$ fixed and floating rate swap | 59 | 79 |
IPCA swap | (44) | (41) |
Dollar swap and forward transactions | 566 | 650 |
SOFR swap | 8 | (24) |
589 | 664 | |
Commodities price risk | ||
Gasoil, Brent and freight | 42 | 30 |
Energy Transition Metals | (5) | (8) |
37 | 22 | |
Other | (3) | (2) |
Total | 623 | 684 |
c) Effects of derivatives on the income statement
Gain (loss) recognized in the income statement | ||
Three-month period ended March 31, | ||
2024 | 2023 | |
Foreign exchange and interest rate risk | ||
CDI & TJLP vs. US$ fixed and floating rate swap | (13) | 44 |
IPCA swap | (5) | 7 |
Dollar swap and forward operations | (28) | 162 |
SOFR swap | 32 | 3 |
(14) | 216 | |
Commodities price risk | ||
Gasoil, Brent and freight | 17 | (24) |
Energy Transition Metals | - | (1) |
17 | (25) | |
Other | (1) | 1 |
Total | 2 | 192 |
24 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
d) Effects of derivatives on the cash flows
Financial settlement inflows (outflows) | ||
Three-month period ended March 31, | ||
2024 | 2023 | |
Foreign exchange and interest rate risk | ||
CDI & TJLP vs. US$ fixed and floating rate swap | 4 | (4) |
IPCA swap | - | 1 |
Dollar swap and forward operations | 37 | 20 |
41 | 17 | |
Commodities price risk | ||
Gasoil, Brent and freight | 5 | 2 |
Energy Transition Metals | (3) | 5 |
2 | 7 | |
Derivatives designated as cash flow hedge accounting | ||
Nickel | - | 14 |
- | 14 | |
Total | 43 | 38 |
e) Market risk - Foreign exchange and interest rates
Protection programs for the R$ denominated debt instruments and other liabilities
Notional | Fair value | Financial Settlement Inflows (Outflows) | Value at Risk | Fair value by year | |||||||
Flow | March 31, 2024 | December 31, 2023 | Index | Average rate | March 31, 2024 | December 31, 2023 | March 31, 2024 | March 31, 2024 | 2024 | 2025 | 2026+ |
CDI vs. US$ fixed rate swap | 89 | 107 | 4 | 17 | 13 | 23 | 53 | ||||
Receivable | R$ 4,895 | R$ 5,162 | CDI | 100.00% | |||||||
Payable | US$ 1,134 | US$ 1,196 | Fix | 2.00% | |||||||
TJLP vs. US$ fixed rate swap | (30) | (28) | - | 2 | (4) | (5) | (21) | ||||
Receivable | R$ 661 | R$ 694 | TJLP + | 105.00% | |||||||
Payable | US$ 164 | US$ 173 | Fix | 3.45% | |||||||
59 | 79 | 4 | 19 | 9 | 18 | 32 | |||||
IPCA vs. US$ fixed rate swap | (44) | (41) | - | 4 | (6) | (6) | (32) | ||||
Receivable | R$ 1,024 | R$ 1,078 | IPCA + | 4.54% | |||||||
Payable | US$ 253 | US$ 267 | Fix | 3.88% | |||||||
(44) | (41) | - | 4 | (6) | (6) | (32) | |||||
R$ fixed rate vs. US$ fixed rate swap | 527 | 600 | 29 | 33 | 278 | 247 | 2 | ||||
Receivable | R$ 12,028 | R$ 12,660 | Fix | 7.41% | |||||||
Payable | US$ 2,314 | US$ 2,431 | Fix | 0.00% | |||||||
Forward | R$ 1,019 | R$ 1,209 | B | 5.29 | 39 | 50 | 7 | 2 | 29 | 8 | 2 |
566 | 650 | 36 | 35 | 307 | 255 | 4 |
25 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
The sensitivity analysis of these derivative financial instruments is presented as follows:
Instrument | Instrument's main risk events | Fair value |
Scenario I (∆ of 25%) |
Scenario II (∆ of 50%) |
CDI vs. US$ fixed rate swap | R$ depreciation | 89 | (190) | (470) |
US$ interest rate inside Brazil decrease | 89 | 57 | 22 | |
Brazilian interest rate increase | 89 | 63 | 38 | |
Protected item: R$ denominated liabilities | R$ depreciation | n.a. | - | - |
TJLP vs. US$ fixed rate swap | R$ depreciation | (30) | (70) | (109) |
US$ interest rate inside Brazil decrease | (30) | (34) | (39) | |
Brazilian interest rate increase | (30) | (36) | (41) | |
TJLP interest rate decrease | (30) | (34) | (38) | |
Protected item: R$ denominated debt | R$ depreciation | n.a. | - | - |
IPCA swap vs. US$ fixed rate swap | R$ depreciation | (44) | (106) | (167) |
US$ interest rate inside Brazil decrease | (44) | (51) | (58) | |
Brazilian interest rate increase | (44) | (53) | (62) | |
IPCA index decrease | (44) | (48) | (52) | |
Protected item: R$ denominated debt | R$ depreciation | n.a. | - | - |
R$ fixed rate vs. US$ fixed rate swap | R$ depreciation | 527 | (17) | (562) |
US$ interest rate inside Brazil decrease | 527 | 495 | 462 | |
Brazilian interest rate increase | 527 | 467 | 410 | |
Protected item: R$ denominated debt | R$ depreciation | n.a. | - | - |
Forward | R$ depreciation | 39 | 1 | (38) |
US$ interest rate inside Brazil decrease | 39 | 39 | 39 | |
Brazilian interest rate increase | 39 | 39 | 39 | |
Protected item: R$ denominated liabilities | R$ depreciation | n.a. | - | - |
Protection program for interest rate US$ denominated debt
Notional | Fair value | Financial Settlement Inflows (Outflows) | Value at Risk | Fair value by year | |||||||
Flow | March 31, 2024 | December 31, 2023 | Index | Average rate | March 31, 2024 | December 31, 2023 | March 31, 2024 | March 31, 2024 | 2024 | 2025 | 2026+ |
SOFR vs. US$ fixed rate swap | 8 | (24) | - | 5 | 4 | 7 | (3) | ||||
Receivable | US$ 2,300 | US$ 2,300 | SOFR | 0.08% | |||||||
Payable | US$ 2,300 | US$ 2,300 | Fix | 3.60% | |||||||
The sensitivity analysis of these derivative financial instruments is presented as follows:
Instrument | Instrument's main risk events | Fair value |
Scenario I (∆ of 25%) |
Scenario II (∆ of 50%) | ||||
SOFR vs. US$ fixed rate swap | US$ SOFR decrease | 8 | (42) | (94) | ||||
Protected item: SOFR US$ indexed debt | US$ SOFR decrease | n.a. | 42 | 94 | ||||
26 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
f) Protection program for product prices and input costs
Notional | Fair value | Financial settlement Inflows (Outflows) | Value at Risk | Fair value by year | ||||||
Flow | March 31, 2024 | December 31, 2023 | Bought / Sold | Average strike (US$) | March 31, 2024 | December 31, 2023 | March 31, 2024 | March 31, 2024 | 2024 | 2025 |
Brent crude oil (bbl) | ||||||||||
Call options | 18,764,250 | 19,907,250 | B | 91 | 32 | 45 | - | 15 | 32 | - |
Put options | 18,764,250 | 19,907,250 | S | 59 | (1) | (22) | - | - | (1) | - |
Forward Freight Agreement (days) | ||||||||||
Freight forwards | 880 | 1,210 | B | 15,252 | 11 | 7 | 5 | 1 | 11 | - |
42 | 30 | 5 | 16 | 42 | - |
The sensitivity analysis of these derivative financial instruments is presented as follows:
g) Other derivatives, including embedded derivatives in contracts
27 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
The sensitivity analysis of these derivative financial instruments is presented as follows:
h) Hedge accounting
Gain (loss) recognized in the other comprehensive income | ||
Three-month period ended March 31, | ||
2024 | 2023 | |
Net investments hedge | (56) | 49 |
Cash flow hedge (i) | - | 19 |
(i) The nickel revenue hedge program contracted for the year 2023 ended on December 31, 2023. Revenue hedge programs are implemented by the Company in line with its business strategy. In 2024, no new programs have been contracted.
i) | Financial counterparties’ ratings |
The transactions of derivative instruments, cash and cash equivalents, as well as short-term investments are held with financial institutions whose exposure limits are periodically reviewed and approved by the delegated authority. The financial institutions credit risk is performed through a methodology that considers, among other information, ratings provided by international rating agencies.
The table below presents the ratings in foreign currency as published by Moody’s regarding the main financial institutions used by the Company to contract derivative instruments, cash and cash equivalents transaction.
March 31, 2024 | December 31, 2023 | |||
Cash and cash equivalents and investment | Derivatives | Cash and cash equivalents and investment | Derivatives | |
Aa2 | 224 | - | 338 | - |
Aa3 | - | - | 42 | - |
A1 | 1,658 | 43 | 2,022 | 50 |
A2 | - | 262 | 309 | 293 |
A3 | 692 | 14 | 186 | 22 |
Baa1 | 1 | - | 2 | - |
Baa2 | 19 | - | 16 | - |
Ba1 (i) | 476 | - | 85 | - |
Ba2 (i) | 658 | 270 | 287 | 314 |
Ba3 (i) | 106 | 118 | 373 | 136 |
3,834 | 707 | 3,660 | 815 |
(i) A substantial part of the balances is held with financial institutions
in Brazil which are deemed investment grade in local currency.
28 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
19. Financial assets and liabilities
a) Classification
The Company classifies its financial instruments in accordance with the purpose for which they were acquired, and determines the classification and initial recognition according to the following categories:
March 31, 2024 | December 31, 2023 | ||||||||
Financial assets | Notes | Amortized cost | At fair value through OCI | At fair value through profit or loss | Total | Amortized cost | At fair value through OCI | At fair value through profit or loss | Total |
Current | |||||||||
Cash and cash equivalents | 21 | 3,790 | - | - | 3,790 | 3,609 | - | - | 3,609 |
Short-term investments | 21 | - | - | 44 | 44 | - | - | 51 | 51 |
Derivative financial instruments | 18 | - | - | 420 | 420 | - | - | 271 | 271 |
Accounts receivable | 10 | 454 | - | 1,779 | 2,233 | 362 | - | 3,835 | 4,197 |
Judicial deposits | 26(c) | 672 | - | - | 672 | 611 | - | - | 611 |
4,916 | - | 2,243 | 7,159 | 4,582 | - | 4,157 | 8,739 | ||
Non-current | |||||||||
Judicial deposits | 26(c) | 669 | - | - | 669 | 798 | - | - | 798 |
Restricted cash | 13 | 4 | - | - | 4 | 4 | - | - | 4 |
Derivative financial instruments | 18 | - | - | 287 | 287 | - | - | 544 | 544 |
Investments in equity securities | 13 | - | 45 | - | 45 | - | 45 | - | 45 |
673 | 45 | 287 | 1,005 | 802 | 45 | 544 | 1,391 | ||
Total of financial assets | 5,589 | 45 | 2,530 | 8,164 | 5,384 | 45 | 4,701 | 10,130 | |
Financial liabilities | |||||||||
Current | |||||||||
Suppliers and contractors | 12 | 5,546 | - | - | 5,546 | 5,272 | - | - | 5,272 |
Derivative financial instruments | 18 | - | - | 20 | 20 | - | - | 36 | 36 |
Loans and borrowings | 21 | 1,286 | - | - | 1,286 | 824 | - | - | 824 |
Leases | 22 | 192 | - | - | 192 | 197 | - | - | 197 |
Liabilities related to the concession grant | 13(a) | 745 | - | - | 745 | 591 | - | - | 591 |
Other financial liabilities - Related parties | 29 | 261 | - | - | 261 | 290 | - | - | 290 |
Advances and other financial obligations | 13 | 682 | - | - | 682 | 759 | - | - | 759 |
8,712 | - | 20 | 8,732 | 7,933 | - | 36 | 7,969 | ||
Non-current | |||||||||
Derivative financial instruments | 18 | - | - | 64 | 64 | - | - | 95 | 95 |
Loans and borrowings | 21 | 11,962 | - | - | 11,962 | 11,647 | - | - | 11,647 |
Leases | 22 | 1,234 | - | - | 1,234 | 1,255 | - | - | 1,255 |
Participative shareholders' debentures | 20 | - | - | 2,621 | 2,621 | - | - | 2,874 | 2,874 |
Liabilities related to the concession grant | 13(a) | 2,979 | - | - | 2,979 | 3,278 | - | - | 3,278 |
16,175 | - | 2,685 | 18,860 | 16,180 | - | 2,969 | 19,149 | ||
Total of financial liabilities | 24,887 | - | 2,705 | 27,592 | 24,113 | - | 3,005 | 27,118 |
b) Hierarchy of fair value
March 31, 2024 | December 31, 2023 | ||||||||
Notes | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
Financial assets | |||||||||
Short-term investments | 21 | 44 | - | - | 44 | 51 | - | - | 51 |
Derivative financial instruments | 18 | - | 707 | - | 707 | - | 815 | - | 815 |
Accounts receivable | 10 | - | 1,779 | - | 1,779 | - | 3,835 | - | 3,835 |
Investments in equity securities | 13 | - | 45 | - | 45 | - | 45 | - | 45 |
44 | 2,531 | - | 2,575 | 51 | 4,695 | - | 4,746 | ||
Financial liabilities | |||||||||
Derivative financial instruments | 18 | - | 84 | - | 84 | - | 131 | - | 131 |
Participative shareholders' debentures | 20 | - | 2,621 | - | 2,621 | - | 2,874 | - | 2,874 |
- | 2,705 | - | 2,705 | - | 3,005 | - | 3,005 |
29 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
There were no transfers between levels 1, 2 and 3 of the fair value hierarchy during the period presented.
c) Fair value of loans and borrowings
March 31, 2024 | December 31, 2023 | |||
Carrying amount | Fair value | Carrying amount | Fair value | |
Quoted in the secondary market: | ||||
Bonds | 7,275 | 7,266 | 7,253 | 7,404 |
Debentures | 143 | 143 | 221 | 213 |
Debt contracts in Brazil in: | ||||
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI | 231 | 231 | 250 | 250 |
Basket of currencies and bonds in US$ indexed to SOFR | 150 | 162 | 153 | 168 |
Debt contracts in the international market in: | ||||
US$, with variable and fixed interest | 5,370 | 5,760 | 4,504 | 4,950 |
Other currencies, with variable interest | 9 | 8 | 9 | 9 |
Other currencies, with fixed interest | 70 | 72 | 81 | 85 |
Total | 13,248 | 13,642 | 12,471 | 13,079 |
20. Participative shareholders’ debentures
Three-month period ended March 31, | ||||||
2024 | 2023 | Liabilities | ||||
Average price (R$) | Financial income | Average price (R$) | Financial expense | March 31, 2024 | December 31, 2023 | |
Participative shareholders’ debentures | 33.70 | 164 | 37.22 | (47) | 2,621 | 2,874 |
On April 1st, 2024 (subsequent event), the Company made available for withdrawal as remuneration the amount of US$153 for the second semester of 2023 (2023: US$125 for the second semester of 2022).
21. Loans, borrowings, cash and cash equivalents and short-term investments
a) Net debt
The Company monitors the net debt with the objective of ensuring the continuity of its business in the long term.
(i) Substantially comprises investments in an exclusive investment fund, which portfolio is made by committed transactions and Selic Treasury Notes (“LFTs”), which are floating-rate securities issued by the Brazilian government.
b) Cash and cash equivalents
March 31, 2024 | December 31, 2023 | |
R$ | 1,777 | 953 |
US$ | 1,883 | 2,516 |
Other currencies | 130 | 140 |
Total | 3,790 | 3,609 |
30 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
c) | Loans and borrowings |
i) | Outstanding balance of loans and borrowings by type and currency |
Current liabilities | Non-current liabilities | ||||
Average interest rate (i) | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 | |
Quoted in the secondary market: | |||||
US$ Bonds | 6.03% | - | - | 7,157 | 7,157 |
R$ Debentures (ii) | 8.50% | 38 | 96 | 103 | 119 |
Debt contracts in Brazil in (iii): | |||||
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI | 10.18% | 47 | 49 | 182 | 200 |
Basket of currencies and bonds in US$ indexed to SOFR | 6.86% | - | - | 150 | 150 |
Debt contracts in the international market in: | |||||
US$, with variable and fixed interest | 5.73% | 1,010 | 500 | 4,305 | 3,945 |
Other currencies, with variable interest | 4.12% | - | - | 9 | 9 |
Other currencies, with fixed interest | 4.41% | 12 | 12 | 56 | 67 |
Accrued charges | 179 | 167 | - | - | |
Total | 1,286 | 824 | 11,962 | 11,647 |
(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable as of March 31, 2024.
(ii) The Company has debentures in Brazil obtained for the Company's infrastructure investment projects.
(iii) The Company entered into derivatives to mitigate the exposure to cash flow variations of all floating rate debt contracted in Brazil, resulting in an average cost of 3.39% per year in US$.
The reconciliation of loans and financing with cash flows arising from financing activities is presented in note 9(C).
ii) Future flows of principal and interest of loans and borrowings payments
Principal |
Estimated future interest payments (i) | |
2024 | 623 | 600 |
2025 | 899 | 802 |
2026 | 568 | 748 |
2027 | 1,697 | 650 |
Between 2028 and 2030 | 3,332 | 1,612 |
2031 onwards | 5,950 | 2,239 |
Total | 13,069 | 6,651 |
(i) Based on interest rate curves and foreign exchange rates applicable as of March 31, 2024 and considering that the payments of principal will be made on their contracted payments dates. The amount includes the estimated interest not yet accrued and the interest already recognized in the annual financial statements.
Covenants
Some of the Company’s loans and borrowings agreements with lenders contain financial covenants. The primary financial covenants in those agreements require maintaining certain ratios, such as leverage ratio and interest coverage. The Company did not identify any instances of noncompliance as of March 31, 2024.
31 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
a) Right of use
December 31, 2023 | Additions and contract modifications | Depreciation | Translation adjustment | March 31, 2024 | |
Ports | 628 | - | (14) | (2) | 612 |
Vessels | 415 | - | (12) | - | 403 |
Pelletizing plants | 193 | - | (13) | (6) | 174 |
Properties | 80 | 15 | (6) | - | 89 |
Energy plants | 34 | - | (1) | (1) | 32 |
Equipment of mining | 9 | - | (1) | (2) | 6 |
Total | 1,359 | 15 | (47) | (11) | 1,316 |
b) Leases liabilities
December 31, 2023 | Additions and contract modifications | Payments (i) | Interest | Translation adjustment | March 31, 2024 | |
Ports | 682 | - | (16) | 6 | (3) | 669 |
Vessels | 397 | - | (17) | 4 | - | 384 |
Pelletizing plants | 207 | - | (2) | 2 | (6) | 201 |
Properties | 102 | 15 | (5) | 1 | (4) | 109 |
Energy plants | 49 | - | (1) | 1 | (1) | 48 |
Mining equipment | 15 | - | - | - | - | 15 |
Total | 1,452 | 15 | (41) | 14 | (14) | 1,426 |
Current liabilities | 197 | 192 | ||||
Non-current liabilities | 1,255 | 1,234 | ||||
Total | 1,452 | 1,426 |
(i) The total amount of the variable lease payments not included in the measurement of lease liabilities was US$56 recorded in the income statement for the three-month period ended March 31, 2024, (2023: US$37).
Annual minimum payments and remaining lease term
The following table presents the undiscounted lease obligation by maturity date. The lease liability recognized in the statement of financial position is measured at the present value of such obligations.
2024 | 2025 | 2026 | 2027 | 2028 onwards | Total | Remaining term (years) | Discount rate | |||||||||
Ports | 52 | 69 | 55 | 43 | 737 | 956 | 3 to 20 | 4% to 5% | ||||||||
Vessels | 45 | 59 | 54 | 53 | 292 | 503 | 2 to 10 | 3% to 4% | ||||||||
Pelletizing plants | 57 | 48 | 17 | 17 | 111 | 250 | 1 to 10 | 2% to 6% | ||||||||
Properties | 23 | 19 | 16 | 14 | 53 | 125 | 1 to 10 | 2% to 6% | ||||||||
Energy plants | 7 | 9 | 6 | 5 | 45 | 72 | 1 to 7 | 5% to 6% | ||||||||
Mining equipment | 7 | 5 | 4 | 1 | 1 | 18 | 1 to 5 | 3% to 6% | ||||||||
Total | 191 | 209 | 152 | 133 | 1.239 | 1.924 |
32 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
In January 2019, a tailings dam (“Dam I”) experienced a failure at the Córrego do Feijão mine, in the city of Brumadinho, state of Minas Gerais, Brazil. The failure released a flow of tailings debris, destroying some of Vale’s facilities, affecting local communities and disturbing the environment. The tailings released have caused an impact of around 315 km in extension, reaching the nearby Paraopeba River. The dam failure in Brumadinho (“event”) resulted in 270 fatalities or presumed fatalities and caused extensive property and environmental damage in the region.
As a result of the dam failure, the Company recognized provisions to meet its assumed obligations, including indemnification to those affected by the event, remediation of the impacted areas and compensation to the society. Changes in the provisions are shown below:
December 31, 2023 | Revision to estimates and new provisions | Monetary and present value adjustments | Disbursements | Translation adjustment | March 31, 2024 | |
Integral Reparation Agreement | ||||||
Payment obligations | 562 | (3) | 11 | - | (18) | 552 |
Provision for socio-economic reparation and others | 592 | (6) | 23 | (36) | (18) | 555 |
Provision for social and environmental reparation | 843 | (24) | 9 | (24) | (26) | 778 |
1,997 | (33) | 43 | (60) | (62) | 1,885 | |
Other obligations | ||||||
Tailings containment, geotechnical safety and environmental reparation | 684 | (6) | 14 | (31) | (21) | 640 |
Individual indemnification | 83 | - | 4 | (33) | (2) | 52 |
Other | 296 | 33 | 8 | (11) | (9) | 317 |
1,063 | 27 | 26 | (75) | (32) | 1,009 | |
Liability | 3,060 | (6) | 69 | (135) | (94) | 2,894 |
The cash flow for obligations are estimated for an average period ranging from 5 to 7 years and were discounted to the present value at an annual rate in nominal terms, which increased from 8.36% on December 31, 2023, to 8.73% on March 31, 2024.
In addition, the Company has incurred expenses, which have been recognized straight to the income statement as “other operating expenses, net” (note 5c), in relation to tailings management, communication, humanitarian assistance, payroll, legal services, water supply, among others. The Company incurred expenses in the amount of US$110 for the three-month period ended March 31, 2024 (2023: US$111).
Judicial Settlement for Integral Reparation
The Settlement for Integral Reparation includes: (i) payment obligations, of which the funds will be used directly by the State of Minas Gerais and Institutions of Justice for socio-economic and socio-environmental compensation projects; (ii) socioeconomic projects in Brumadinho and other municipalities; and (iii) compensation of the environmental damage caused by the dam failure. These obligations are projected for an average period of 6 years.
For the obligations of (i) and (ii), the agreement specifies an amount for each project and changes in the original budget and deadlines may have an impact in the provision. In addition, the execution of the environmental recovery actions has no cap limit despite having been estimated in the Settlement for Integral Reparation due to the Company's legal obligation to fully repair the environmental damage caused by the dam failure. The expenses related to these obligations are deducted from the income tax calculation, in accordance with the Brazilian tax regulation, which is subject to periodic inspection by the competent authorities. Therefore, although Vale is monitoring this provision, the amount recorded could materially change depending on several factors that are not under the Company’s control.
33 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Other obligations
The Company is also working to ensure geotechnical safety of the remaining structures at the Córrego do Feijão mine, in Brumadinho, and the removal and proper disposal of the tailings of Dam I, including dredging part of the released material and de-sanding from the channel of the river Paraopeba.
For the individual indemnification, Vale and the Public Defendants of the State of Minas Gerais formalized an agreement on April 5, 2019, under which those affected by the Brumadinho’s dam failure may join an individual or family group out-of Court settlement agreements for the indemnification of material, economic and moral damages. This agreement establishes the basis for a wide range of indemnification payments, which were defined according to the best practices and case law of Brazilian Courts, following rules and principles of the United Nations.
a) Contingent liabilities
Public civil actions brought by the State of Minas Gerais and state public prosecutors for damages resulting from the failure of Dam I
The Company is party to public civil actions brought by the State of Minas Gerais and justice institutions, claiming compensation for socioeconomic and socio-environmental damages resulting from the dam failure and seeking a broad range of decisions ordering Vale to execute specific remediation and reparation actions. As a result of the Judicial Settlement for Integral Reparation, settled in February 2021, the requests for the reparation of socio-environmental and socioeconomic damages caused by the dam failure were substantially resolved. Indemnifications for individual damages were excluded from the Judicial Settlement for Integral Reparation, and the Term of Commitment signed with the Public Defendants of the State of Minas Gerais was ratified, whose parameters are utilized as a basis for the settlement of individual agreements. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.
Public civil action and investigation under the Brazilian Anticorruption Law
In October 2020, the Brazilian Office of the Comptroller General (“CGU”) notified the Company about an administrative proceeding prosecution based on the same allegations mentioned above under the Brazilian Law 12,846/2013 in connection with inspection and monitoring activities related to the Brumadinho dam. In August 2022, the CGU concluded that Vale has failed to present reliable information to the Brazilian National Mining Agency (“ANM”), as once a positive stability condition statement (“DCE”) was issued for the Dam I, where it should be negative in the view of the CGU. Thus, even recognizing the non-existence of corruption acts or practices, the CGU fined Vale US$17 (R$86 million), which is the minimum amount established by law, i.e., the CGU recognizes the non-involvement or tolerance of the Company’s top management.
In September 2023, CGU denied the request for reconsideration filed by the Company and, therefore, Vale paid the fine of US$17 (R$86 million) during the year ended December 31, 2023. Vale disagrees with the decision and is adopting the appropriate legal measures.
Class action in the United States
Vale is defending itself against a class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale. In May 2020, the Court issued a decision that denied the Motion to Dismiss presented by the Company. The Discovery phase was concluded in November 2023. Upon the filing of a pre-motion letter for the Motion for Summary Judgment presented in January 2024 by the parties, the Court should decide whether the Parties may file their motion for summary judgment. In parallel, a Court hearing will be held, with oral arguments before the Court on the Motion for Class Decertification filed by Vale.
On November 24, 2021, a new complaint was filed before the same Court by eight Plaintiffs, all investment funds, as an “opt-out” litigation from the class action already pending in the Eastern District of New York court, asserting virtually the same allegations in the main class action. A decision from the Court is pending on the Motion to Dismiss presented by the Company.
The likelihood of loss of these proceedings is considered possible. However, considering the current phase of these lawsuits, it is not yet possible to reliably estimate the amount of a potential loss. The amount of damages sought in these claims is unspecified.
34 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Criminal proceedings and investigations
In January 2020, the State Prosecutors of Minas Gerais (“MPMG”) filed criminal charges against 16 individuals (including former executive officers of Vale and former employees) for a number of potential crimes, including homicide, and against Vale S.A. for alleged environmental crimes.
In November 2021, the Brazilian Federal Police concluded the investigation on potential criminal responsibility related with the Brumadinho dam failure and the final report sent to the Federal Public Prosecutors (“MPF”).
In January 2023, after the Federal Supreme Court recognized the competence of the Federal Court, the MPF ratified the complaint presented by MPMG, which was received by the competent authority. The MPF and the Brazilian Federal Police conducted a separate investigation into the causes of the dam failure in Brumadinho, which may result in new criminal proceedings. Vale is defending itself against the criminal claims and is not possible to estimate when a decision will be issued. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.
Public civil actions brought by labor unions
In 2021, public civil actions were filed with Labor Court of Betim in the State of Minas Gerais, by a workers' unions claiming the compensation for death damages to own and outsourced employees, who died as a result of the failure of Dam I. Initial decisions sentenced Vale to pay US$200 thousand (R$1 million) per fatality. In June 2023, the Superior Labor Court ruled on the lawsuit filed by workers’ union, sustaining the initial decision that condemned Vale. The Company is defending itself in the lawsuits and considers that the likelihood of loss is possible.
Securities and Exchange Commission (“SEC”) and investigations conducted by the CVM
On April 28, 2022, the SEC filed a lawsuit against Vale in the U.S. District Court for the Eastern District of New York, alleging that certain Vale’s disclosures related to dam safety management prior to the dam failure in Brumadinho violated U.S. securities laws. On March 28, 2023, Vale reached a settlement with the SEC to fully resolve this litigation. Under the agreement, without admitting or denying the settled claims, Vale paid US$56 during the year ended December 31, 2023. The settlement resolves the litigation without judgment on the claims based upon intentional or reckless fraud. In April 2023, the settlement was approved and granted by the Court.
CVM is also conducting investigations relating to Vale's disclosure of relevant information to shareholders, investors and the market in general, especially regarding the conditions and management of Vale's dams. The likelihood of loss of this proceeding is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to the Company.
Arbitration proceedings in Brazil filed by shareholders, a class association and foreign investment funds
In Brazil, Vale is named as a defendant in (i) one arbitration filed by 385 minority shareholders, (ii) two arbitrations filed by a class association allegedly representing all Vale’s noncontrolling shareholders, and (iii) three arbitrations filed by foreign investment funds.
In the six proceedings, the claimants argue that Vale was aware of the risks associated with the dam and failed to disclose it to its shareholders. Based on such argument, they claim compensation for losses caused by the decrease in share price.
The expectation of loss is classified as possible for the six procedures and, considering the initial phase, it is not possible at this time to reliably estimate the amount of a possible loss.
In one of the proceedings filed by foreign funds, the Claimants initially estimated the amount of the alleged losses would be approximately US$360 (R$1,800 million). In another proceeding filed by foreign funds, the Claimants initially estimated the amount of the alleged losses would be approximately US$781 (R$3,900 million). The Company disagrees with the ongoing proceedings and understands that, in this case and at the current stage of the proceedings, the probability of loss in the amount claimed by the foreign funds is remote.
Other proceedings
Vale is defendant in a number of investigations and proceedings brought by individuals, business entities, investors, associations, unions, legislative bodies, non-governmental organizations and other entities seeking remediation and compensation for environmental, property and personal damages resulting from the Brumadinho dam failure, including alleged violations of securities laws. The potential loss was US$105 as of March 31, 2024 (2023: US$94) and the likelihood of a potential loss to the Company is classified as possible.
35 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
d) Insurance
The Company is negotiating with insurance companies the payment of indemnification under its civil liability and Directors and Officers Liability Insurance. In three-month period ended March 31, 2024, the Company received US$2 from insurers which was recorded in income statement as “other operating expenses, net” (note 5c). The Company did not receive any insurance in the three-month period ended March 31, 2023.
24. Liabilities related to associates and joint ventures
In November 2015, the Fundão tailings dam owned by Samarco Mineração S.A. (“Samarco”) experienced a failure, flooding certain communities and impacting communities and the environment along the Doce River. The dam failure resulted in 19 fatalities and caused property and environmental damage to the affected areas. Samarco is a joint venture equally owned by Vale S.A. and BHP Billiton Brasil Ltda. (‘‘BHPB’’).
In 2016, Vale, Samarco and BHPB, entered into a Framework Agreement with the Federal Government of Brazil, the states of Espírito Santo and Minas Gerais and certain other public authorities to establish the Renova Foundation that is developing and executing environmental and socio-economic programs to remediate and provide compensation for damage caused by the Samarco dam failure.
In June 2018, Samarco, Vale and BHPB entered into a comprehensive agreement with the offices of the federal and state (Minas Gerais and Espírito Santo) prosecutors, public defenders and attorney general, among other parties (“TacGov Agreement”), improving the governance mechanism of Renova Foundation and establishing, among other things, a process for potential revisions to the remediation programs under the Framework Agreement.
These agreements aim to remediate and provide compensation for damage caused, of which Samarco has primary responsibility for funding the obligations, and Vale and BHPB have secondary funding obligations under the Framework Agreement in proportion to their 50 per cent shareholding in Samarco.
a) Provision related to the Samarco dam failure
The changes on the provision are presented below:
Total | |
Balance on December 31, 2023 | 4,427 |
Revision to estimates | (58) |
Monetary and present value adjustments | 44 |
Disbursements | (86) |
Translation adjustments | (137) |
Balance on March 31, 2024 | 4,190 |
The cash outflows to meet the obligations are discounted to present value at an annual rate in real terms, which increased from 5.22% on December 31, 2023, to 5.75% on March 31, 2024.
b) Contingent liabilities
Public Civil Action filed by the Federal Government and others and public civil action filed by the Federal Public Ministry ("MPF")
Vale is a defendant in several legal proceedings brought by governmental authorities and civil associations claiming to recover socioenvironmental and socioeconomic damages and a number of specific remediation measures as a result of Samarco’s Fundão dam failure, including a claim brought by the Federal Public Prosecution Office in 2016 seeking several measures that amount to US$31 billion (R$155 billion), subject to interest and monetary adjustments, which the effect for Vale would be 50% of this amount.
36 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
This Public Civil Action was suspended as a result of the ratification of the TacGov agreement. However, as pre-requisites established in the TacGov Agreement, for renegotiation of the Framework Agreement, were not implemented during the established period, in 2020, the Brazilian Federal and State prosecutors and public defenders filed a request for the immediate resumption of this claim.
Therefore, Vale, Samarco, BHPB and Federal and State prosecutors have been engaging in negotiations to seek a definitive settlement of the obligations under the Framework Agreement and the US$31 billion (R$155 billion) Federal Public Prosecution Office claim.
The goal in signing a potential settlement agreement is to provide a stable framework for the execution of reparation and compensation measures related to the Samarco dam rupture, it also aims to settle all lawsuits brought by the public authorities involved.
Judicial decision requesting cash deposits and increase on the territories affected by the collapse
In March 2023, as part of a proceeding related to a potential increase on the number of territories recognized as affected by the collapse of Samarco’s Fundão dam and covered by the TTAC, a Federal Court issued a decision ordering Vale and BHP Brasil to make judicial deposits in the total amount of US$2.1 billion (R$10.3 billion), in ten installments, which the effect for Vale would be 50% of this amount. On April 28, 2023, the Federal Court granted the companies' request for a suspensive effect on the decision that determined this deposit.
In August 2023, the judge issued a judicial decision recognizing the existence of new territories impacted by the collapse of the Fundão dam. The Company is adopting the appropriate legal measures and believes its provisions are sufficient to comply with the TTAC obligations.
Judicial decision on collective moral damages
In January 2024, the 4th Federal Lower Civil Court of Belo Horizonte issued a judicial decision requiring the payment of collective moral damages in the amount of US$9.5 billion (R$47.6 billion) (the effect for Vale would be 50% of this amount), subject to monetary adjustments from the date of the decision and interests from November 2015. The Company is defending itself and believes the likelihood of loss in relation of the merits of these proceedings is possible, however, the likelihood of loss in the alleged amount is assessed as remote.
London Contribution claim
As a result of the rupture of Samarco’s Fundão dam failure, BHP Group Ltd (“BHP”) was named as defendant in group action claims for damages filed in the courts of England and Wales for various plaintiffs, between individuals, companies and municipalities from Brazil that were supposedly affected by the Samarco dam failure (the “UK Claim”).
On December 2022, BHP filed a “Contribution Claim” against Vale, requesting the Company to share the indemnification established in the UK Claim. Both the Contribution Claim and the UK Claim are still ongoing, and there has not been any decision on their merits. The first phase of the trial is expected to begin in October 2024. It is not yet possible to reliably estimate the amount of a potential loss to Vale.
Netherlands proceeding
In March 2024, a court in Amsterdam granted a preliminary injunction freezing the shares in Vale Holdings B.V., a wholly owned subsidiary incorporated in the Netherlands, and the economic rights attached to those shares, in guarantee of an amount of approximately US$993 (EUR920 million). The freezing orders were issued in anticipation of a legal action to be brought against Vale by certain Brazilian municipalities and an organization that represents individuals and small businesses that claim to have been affected by the collapse of Samarco’s Fundão dam in 2015. The first court event is expected to take place in the first quarter of 2025. The Company is adopting the appropriate legal measures and believes its provisions are sufficient to comply with its obligations.
Criminal proceedings
In September 2019, the court has dismissed part of the criminal charges but accepted charges of environmental crimes against Vale and one of its employees relating to an alleged omission in the provision of relevant information of environmental interest for public authorities. The Company cannot estimate when a final decision on the case will be issued. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.
37 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Tax proceeding
In September 2018, the federal tax authorities filed a request before a federal court in Belo Horizonte for an order to Vale’s assets to secure the payment of Samarco’s federal tax and social security debts, in the amount of approximately US$2.3 billion (R$11 billion) (as of June 2018). In May 2019, a favorable decision was issued dismissing the claim without prejudice, due to lack of procedural interest. The General Attorney for the National Treasury (Procuradoria Geral da Fazenda Nacional - “PGFN”) filed an appeal to the local court, and a decision is pending. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.
Other proceedings
Vale is defendant in several private actions, before different state and federal courts in the states of Minas Gerais and Espírito Santo, brought by individuals and other entities seeking remediation and compensation for environmental, property and personal damages resulting from the Samarco dam failure. The potential loss was US$7 as of March 31, 2024 (2023: US$11) and the likelihood of a potential loss to the Company is classified as possible.
25. Provision for de-characterization of dam structures and asset retirement obligations
The Company is subject to local laws and regulations, that requires the decommissioning of the assets that Vale operates at the end of their useful lives, therefore, expenses for demobilization occur predominantly after the end of operational activities. These obligations are regulated in Brazil by the ANM at the federal level and by environmental agencies at the state level. Among the requirements, the decommissioning plans must consider the physical, chemical and biological stability of the areas and post-closure actions for the period necessary to verify the effectiveness of the decommissioning. These obligations are accrued and are subject to critical estimates and assumptions applied to the measurement of costs by the Company. Depending on the geotechnical characteristics of the structures, the Company is required to de-characterize the structures, as shown in item a) below.
a) De-characterization of upstream geotechnical structures
As a result of the Brumadinho dam failure (note 23) and, in compliance with laws and regulations, the Company has decided to speed up the plan to “de-characterize” of all its dams and dikes, located in Brazil. The Company also operates tailings dams in Canada, including upstream compacted dams. However, the Company decided that these dams will be decommissioned using other methods, thus, the provision to carry out the decommissioning of dams in Canada is recognized as “Obligations for decommissioning assets and environmental obligations”, as presented in item (b) below.
These structures are in different stages of maturity, some of them still in the conceptual engineering phase, for which the estimate of expenditures includes in its methodology a high degree of uncertainty in the definition of the total cost of the project in accordance with best market practices.
Changes in the provisions are as follows:
Total | |
Balance as of December 31, 2023 | 3,451 |
Revision to estimates | (61) |
Disbursements | (119) |
Monetary and present value adjustments | 46 |
Translation adjustment | (106) |
Balance as of March 31, 2024 | 3,211 |
The cash flow for de-characterization projects are estimated for a period up to 15 years and were discounted to present value at an annual rate in real terms, which increased from 5.41% to 5.86%.
Operational stoppage and idle capacity
The Company has suspended some operations due to judicial decisions or technical analysis performed by Vale on its geotechnical structures located in Brazil. The Company has been recording losses in relation to the operational stoppage and idle capacity of the Iron Ore Solutions segment in the amounts of US$43 for the three-month period ended March 31, 2024 (2023: US$74). The Company is working on legal and technical measures to resume all operations.
38 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
b) Asset retirement obligations and environmental obligations
Liability | Discount rate | Cash flow maturity | ||||
March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 | |
Liability by geographical area | ||||||
Brazil | 2,263 | 2,415 | 5.86% | 5.47% | 2132 | 2132 |
Canada | 1,568 | 1,592 | 1.39% | 1.30% | 2150 | 2150 |
Oman | 158 | 158 | 3.10% | 3.19% | 2035 | 2035 |
Other regions | 106 | 114 | 2.24% | 2.04% | - | - |
4,095 | 4,279 | |||||
Operating plants | 3,155 | 3,155 | ||||
Closed plants | 940 | 1,124 | ||||
4,095 | 4,279 |
Provision changes during the period
Asset retirement obligations |
Environmental obligations |
Total | |
Balance as of December 31, 2023 | 3,779 | 500 | 4,279 |
Disbursements | (38) | (18) | (56) |
Revision to estimates and new provisions | (76) | 22 | (54) |
Monetary and present value adjustments | 31 | 6 | 37 |
Translation adjustment | (95) | (16) | (111) |
Balance as of March 31, 2024 | 3,601 | 494 | 4,095 |
Financial guarantees
The Company has issued letters of credit and surety bonds for US$855 as of March 31, 2024 (December 31, 2023: US$910), in connection with the asset retirement obligations for its Energy Transition Metals operations.
The Company is a defendant in numerous legal actions in the ordinary course of business, including civil, tax, environmental and labor proceedings.
The Company makes use of estimates to recognize the amounts and the probability of outflow of resources, based on reports and technical assessments and on management’s assessment. Provisions are recognized for probable losses of which a reliable estimate can be made.
Arbitral, legal and administrative decisions against the Company, new jurisprudence and changes of existing evidence can result in changes regarding the probability of outflow of resources and on the estimated amounts, according to the assessment of the legal basis.
The lawsuits related to Brumadinho event (note 23) and the Samarco dam failure (note 24) are presented in specific notes to these financial statements and, therefore, are not disclosed below.
39 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
a) Provision for legal proceedings
Tax litigation | Civil litigation | Labor litigation | Environmental litigation | Total of litigation provision | |
Balance as of December 31, 2023 | 90 | 380 | 514 | 15 | 999 |
Additions and reversals, net | 4 | 12 | 33 | 1 | 50 |
Payments | - | (25) | (22) | - | (47) |
Indexation and interest | 7 | 25 | (1) | 1 | 32 |
Translation adjustment | (3) | (12) | (16) | (1) | (32) |
Balance as of March 31, 2024 | 98 | 380 | 508 | 16 | 1,002 |
Balance as of December 31, 2022 | 576 | 291 | 411 | 14 | 1,292 |
Additions and reversals, net | 2 | (1) | 27 | 3 | 31 |
Payments | - | (9) | (18) | - | (27) |
Indexation and interest | 9 | 9 | 6 | 1 | 25 |
Translation adjustment | 15 | 7 | 13 | - | 35 |
Balance as of March 31, 2023 | 602 | 297 | 439 | 18 | 1,356 |
The Company has considered all information available to assess the likelihood of an outflow of resources and in the preparation on the estimate of the costs that may be required to settle the obligations.
Tax litigations – The Company is party to several administrative and legal proceedings related mainly to the incidence of Brazilian federal contributions ("PIS" and "COFINS"), Value-added tax ("ICMS") and other taxes. The liabilities related to the lawsuit filed in 2011 by Valepar seeking the right to exclude the amount of dividends received in the form of interest on capital (“JCP”) from the PIS and COFINS tax base was transferred to taxes payables on December 31, 2023, as a result of the court decision that determined the conversion of part of the judicial deposit to the Government, which was concluded in April 2024 (subsequent event) (note 7e).
Civil litigations - Refers to lawsuits for: (i) indemnities for losses, payments and contractual fines due to contractual imbalance or non-compliance that are alleged by suppliers, and (ii) land claims referring to real estate Vale's operational activities.
Labor litigations - Refers to lawsuits for individual claims by in-house employees and service providers, primarily involving demands for additional compensation for overtime work, moral damages or health and safety conditions.
Environmental litigations - Refers mainly to proceedings for environmental damages and issues related to environmental licensing.
b) Contingent liabilities
March 31, 2024 | December 31, 2023 | |
Tax litigations | 6,774 | 7,235 |
Civil litigations | 1,483 | 1,366 |
Labor litigations | 339 | 378 |
Environmental litigations | 1,375 | 1,320 |
Total | 9,971 | 10,299 |
The relevant developments since the financial statements for the year ended December 31, 2023 are presented as follow:
Tax litigations - Brazilian federal contributions ("Pis” and "Cofins")
In 2013, the Company received a tax assessment from the Brazilian Federal Revenue Office (“RFB”) charging a fine in the amount of US$400 (R$2 billion), for alleged omissions and inaccuracies in the ancillary obligations relating to Pis and Cofins from 2008 to 2010. The Company has been assessing the likelihood of loss in this lawsuit as possible.
On February 26, 2024, the Superior Council of Tax Appeals (“CSRF”) issued a decision favorable to Vale, clarifying the procedure for measuring this fine which reduced substantially the amount. As a result, the likelihood of loss was reassessed and was substantially classified as remote for the three-month period ended March 31, 2024.
40 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
c) Judicial deposits
March 31, 2024 | December 31, 2023 | |
Tax litigations | 1,105 | 1,127 |
Civil litigations | 88 | 122 |
Labor litigations | 137 | 148 |
Environmental litigations | 11 | 12 |
Total | 1,341 | 1,409 |
d) Guarantees contracted for legal proceedings
In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted US$2.8 billion (December 31, 2023: US$2.7 billion) in guarantees for its lawsuits, as an alternative to judicial deposits.
Current liabilities | Non-current liabilities | ||||
Notes | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 | |
Payroll, related charges and other remunerations | 516 | 867 | - | - | |
Share-based payments | 27(a) | 13 | 27 | - | - |
Employee post-retirement obligation | 27(b) | 73 | 70 | 1,288 | 1,381 |
602 | 964 | 1,288 | 1,381 |
a) Share-based payments
For the long-term incentive programs, the Company compensation plans includes Matching Program and Performance Share Unit program (“PSU”), with three-year-vesting cycles, respectively, with the aim of encouraging employee’s retention and encouraging their performance. The fair value of the programs is recognized on a straight-line basis over the three-year required service period, net of estimated losses.
Matching Program
The fair value of the Matching program was estimated using the Company's share price and ADR and the number of shares granted on the grant date. The information by valid programs during the three-month period ended March 31, 2024 is shown below:
2023 Program | 2022 Program | 2021 Program | |
Granted shares | 1,330,503 | 1,437,588 | 1,046,255 |
Share price | 15.94 | 20.03 | 20.12 |
Performance Shares Units (“PSU”)
The fair value of the PSU program was measured by estimating the performance factor using Monte Carlo simulations for the Return to Shareholders Indicator and health and safety and sustainability indicators. The assumptions used for the Monte Carlo simulations are shown in the table below by valid program during the three-month period ended March 31, 2024, as well as the result used to calculate the expected value of the total performance factor.
2023 Program | 2022 Program | 2021 Program | |
Granted shares | 1,177,755 | 1,709,955 | 1,474,723 |
Date shares were granted | January 2, 2023 | January 3, 2022 | January 3, 2021 |
Share price | 16.6 | 13.81 | 20.12 |
Expected volatility | 48.33% | 39.00% | 39.00% |
Expected term (in years) | 3 | 3 | 3 |
Expected shareholder return indicator | 72,42% | 51,20% | 51,20% |
Expected performance factor | 79.32% | 53.08% | 60.96% |
41 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
b) Employee post-retirement obligation
Reconciliation of assets and liabilities recognized in the statement of financial position
March 31, 2024 | December 31, 2023 | |||||
Overfunded pension plans | Underfunded pension plans | Other benefits | Overfunded pension plans | Underfunded pension plans | Other benefits | |
Movements of assets ceiling | ||||||
Balance at beginning of the period | 1,071 | - | - | 1,114 | - | - |
Interest income | 20 | - | - | 103 | 1 | - |
Changes on asset ceiling | (4) | - | - | (192) | (28) | - |
Translation adjustment | (29) | - | - | 73 | - | - |
Transfer | - | - | - | (27) | 27 | - |
Balance at end of the period | 1,058 | - | - | 1,071 | - | - |
Amount recognized in the statement of financial position | ||||||
Present value of actuarial liabilities | (4,670) | (585) | (1,115) | (4,517) | (1,118) | (1,148) |
Fair value of assets | 5,790 | 339 | - | 5,656 | 815 | - |
Effect of the asset ceiling | (1,058) | - | - | (1,071) | - | - |
Assets (liabilities) | 62 | (246) | (1,115) | 68 | (303) | (1,148) |
Current liabilities | - | (9) | (64) | - | (9) | (61) |
Non-current assets (liabilities) (i) | 62 | (237) | (1,051) | 68 | (294) | (1,087) |
Assets (liabilities) | 62 | (246) | (1,115) | 68 | (303) | (1,148) |
(i) Overfunded pension plans assets are recorded as “Other non-current assets” in the balance sheet.
a) Share capital
As of March 31, 2024, the share capital was US$61,614 corresponding to 4,539,007,580 shares issued and fully paid without par value. The Board of Directors may, regardless of changes to by-laws, approve the issue and cancelation of common shares, including the capitalization of profits and reserves to the extent authorized.
March 31, 2024 | |||
Shareholders | Common shares | Golden shares | Total |
Previ (i) | 396,504,756 | - | 396,504,756 |
Mitsui&co (i) | 286,347,055 | - | 286,347,055 |
Blackrock, Inc (ii) | 289,063,618 | - | 289,063,618 |
Total shareholders with more than 5% of capital | 971,915,429 | - | 971,915,429 |
Free floating | 3,308,415,741 | - | 3,308,415,741 |
Golden shares | - | 12 | 12 |
Total outstanding (without shares in treasury) | 4,280,331,170 | 12 | 4,280,331,182 |
Shares in treasury | 258,676,398 | - | 258,676,398 |
Total capital | 4,539,007,568 | 12 | 4,539,007,580 |
(i) Number of shares owned by shareholders, as per statement provided by the custodian, based on shares listed at B3.
(ii) Number of shares as reported in BlackRock, Inc.’s Schedule 13G/A, filed with the SEC.
b) Cancelation of treasury shares
During the three-month period ended March 31, 2023, the Board of Directors approved cancellations of common shares issued by the Company, acquired and held in treasury, without reducing the amount of its share capital. The effects were transferred in shareholders' equity as "Treasury shares used and cancelled", between the " Profit reserves" and "Treasury shares". There were no cancellations of shares during the three-month period ended March 31, 2024.
42 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Number of canceled shares | Carrying amount | |
Cancellation approved on March 2, 2023 | 239,881,683 | 4,164 |
Three-month period ended March 31, 2023 | 239,881,683 | 4,164 |
c) | Share buyback program |
Total of shares repurchased | Effect on cash flows | ||||||
Three-month period ended March 31, | |||||||
2024 | 2023 | 2024 | 2023 | ||||
Shares buyback program up to 150,000,000 shares (i) | |||||||
Acquired by Parent | 10,493,300 | - | 147 | - | |||
Acquired by wholly owned subsidiaries | 9,137,714 | - | 128 | - | |||
19,631,014 | - | 275 | - | ||||
Shares buyback program up to 500,000,000 shares (ii) | |||||||
Acquired by Parent | - | 23,234,352 | - | 398 | |||
Acquired by wholly owned subsidiaries | - | 21,304,219 | - | 365 | |||
- | 44,538,571 | - | 763 | ||||
Shares buyback program | 19,631,014 | 44,538,571 | 275 | 763 |
(i) On October 26, 2023, a new share buyback program limited to a maximum of 150,000,000 common shares and their respective ADRs, over the next 18 months started from the end of the program previously on going.
(ii) On April 27, 2022, the Board of Directors approved the common shares buyback program, limited to a maximum of 500,000,000 common shares or their respective ADRs, with a term of 18 months.
d) | Remuneration approved |
The Company's By-laws determines as its minimum mandatory remuneration to Vale shareholders an amount equal to 25% of the net income, after appropriations to legal and tax incentive reserves. The remuneration approved as interest on capital (“JCP”) is gross up with the income tax applicable to Vale’s shareholders. The remuneration to Vale’s shareholders was based on the following resolutions:
· | On February 22, 2024, the Board of Directors has approved remuneration to shareholders in the total amount of US$2,364 (R$11,722 million). The total amount was approved as dividends, and it was fully paid in March 2024. |
· | On February 16, 2023, the Board of Directors approved the shareholder’s remuneration of US$1,569 (R$8,130 million), of which US$1,132 (R$5,865 million) is part of the minimum mandatory remuneration, and US$437 (R$2,265 million) as an additional remuneration. This remuneration was fully paid in March 2023. |
The Company’s related parties are subsidiaries, joint ventures, associates, shareholders and its related entities and key management personnel of the Company.
Related party transactions were made by the Company on terms equivalent to those that prevail in arm´s-length transactions, with respect to price and market conditions that are no less favorable to the Company than those arranged with third parties.
Net operating revenue relates to sale of iron ore to the steelmakers and right to use capacity on railroads. Cost and operating expenses mostly relates to the variable lease payments of the pelletizing plants.
Purchases, accounts receivable and other assets, and accounts payable and other liabilities relate largely to amounts charged by joint ventures and associates related to the pelletizing plants operational lease and railway transportation services.
43 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
a) Transactions with related parties
Three-month period ended March 31, | ||||||
2024 | 2023 | |||||
Net operating revenue | Cost and operating expenses | Financial result | Net operating revenue | Cost and operating expenses | Financial result | |
Joint Ventures | ||||||
Companhia Siderúrgica do Pecém | - | - | - | 93 | - | - |
Aliança Geração de Energia S.A. | - | (27) | - | - | (26) | - |
Pelletizing companies (i) | - | (77) | (9) | 15 | (58) | (14) |
MRS Logística S.A. | - | (90) | - | - | (64) | - |
Norte Energia S.A. | - | (15) | - | - | (27) | - |
Other | 9 | (21) | (3) | 5 | (3) | - |
9 | (230) | (12) | 113 | (178) | (14) | |
Associates | ||||||
VLI | 82 | (6) | (1) | 69 | (6) | (1) |
Other | - | (1) | 3 | - | - | - |
82 | (7) | 2 | 69 | (6) | (1) | |
Shareholders | ||||||
Cosan | - | (1) | - | - | - | - |
Bradesco | - | - | (39) | - | - | 72 |
Mitsui | 61 | - | - | 45 | - | - |
61 | (1) | (39) | 45 | - | 72 | |
Total | 152 | (238) | (49) | 227 | (184) | 57 |
(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.
b) Outstanding balances with related parties
Assets | ||||||
March 31, 2024 | December 31, 2023 | |||||
Cash and cash equivalents | Accounts receivable | Dividends receivable and other assets | Cash and cash equivalents | Accounts receivable | Dividends receivable and other assets | |
Joint Ventures | ||||||
Pelletizing companies (i) | - | - | 26 | - | - | 27 |
MRS Logística S.A. | - | 16 | 33 | - | 16 | 34 |
Other | - | 5 | 21 | - | 4 | 43 |
- | 21 | 80 | - | 20 | 104 | |
Associates | ||||||
VLI | - | 139 | - | - | 46 | - |
Other | - | - | 3 | - | 1 | 2 |
- | 139 | 3 | - | 47 | 2 | |
Shareholders | ||||||
Cosan | - | - | - | - | 1 | - |
Bradesco | 251 | - | 267 | 176 | - | 313 |
Banco do Brasil | 186 | - | - | 58 | - | - |
Mitsui | - | 5 | - | - | 5 | - |
437 | 5 | 267 | 234 | 6 | 313 | |
Pension plan | - | 17 | - | - | 16 | - |
Total | 437 | 182 | 350 | 234 | 89 | 419 |
(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização,
Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.
44 |
Notes to the Consolidated Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated |
Liabilities | ||||
March 31, 2024 | December 31, 2023 | |||
Supplier and contractors | Financial instruments and other liabilities | Supplier and contractors | Financial instruments and other liabilities | |
Joint Ventures | ||||
Pelletizing companies (i) | 56 | 261 | 51 | 290 |
MRS Logística S.A. | 15 | - | 48 | - |
Other | 34 | - | 39 | - |
105 | 261 | 138 | 290 | |
Associates | ||||
VLI | 4 | 175 | 1 | 59 |
Other | 1 | - | 4 | - |
5 | 175 | 5 | 59 | |
Shareholders | ||||
Cosan | 2 | - | 1 | - |
Bradesco | - | 24 | - | 23 |
2 | 24 | 1 | 23 | |
Pension plan | 12 | - | 14 | - |
Total | 124 | 460 | 158 | 372 |
(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.
c) Key management personnel compensation
During the three-month period ended March 31, 2024, the compensation of the Company’s key management personnel was US$11 (2023: US$10).
46 |
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.
Vale S.A. (Registrant) | ||
By: | /s/ Thiago Lofiego | |
Date: April 24, 2024 | Director of Investor Relations |