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Investments in subsidiaries, associates and joint ventures
12 Months Ended
Dec. 31, 2021
Investments in subsidiaries, associates and joint ventures  
Investments in subsidiaries, associates and joint ventures

15.   Investments in subsidiaries, associates, and joint ventures

Investments in associates

    

    

    

and joint ventures

    

Equity results in the income statement

    

Dividends received

    

December 31,

Year ended December 31, 

Year ended December 31, 

Associates and joint ventures

% ownership

% voting capital

2021

2020

2021

    

2020

    

2019

2021

    

2020

    

2019

Ferrous minerals

Baovale Mineração S.A.

50.00

50.00

21

20

4

1

4

1

Companhia Coreano-Brasileira de Pelotização

50.00

50.00

51

48

46

8

48

33

34

62

Companhia Hispano-Brasileira de Pelotização

50.89

50.89

38

43

1

11

37

7

27

50

Companhia Ítalo-Brasileira de Pelotização

50.90

51.00

48

44

40

10

30

23

23

54

Companhia Nipo-Brasileira de Pelotização

51.00

51.11

129

121

40

8

84

8

32

92

MRS Logística S.A.

48.16

46.75

418

398

75

34

50

9

22

29

Samarco Mineração S.A. (note 25)

50.00

50.00

VLI S.A.

29.60

29.60

408

480

(40)

(22)

1

2

9

1,113

1,154

166

50

254

81

140

296

Base metals

Korea Nickel Corp.

25.00

25.00

17

18

1

17

18

1

Others

Aliança Geração de Energia S.A.

55.00

55.00

367

367

53

28

31

25

24

28

Aliança Norte Energia Participações S.A.

51.00

51.00

105

117

(4)

(8)

4

California Steel Industries, Inc.

50.00

50.00

234

228

(7)

23

84

29

Companhia Siderúrgica do Pecém

50.00

50.00

99

56

(131)

(69)

Mineração Rio do Norte S.A.

40.00

40.00

71

(5)

(3)

15

9

Others

50

70

(1)

(5)

(5)

621

859

327

(126)

(1)

109

33

57

Total

1,751

2,031

494

(76)

253

190

173

353

The amounts of the investments by segments are presented in note 4(b).

a) Changes in the year

    

2021

    

2020

Balance at January 1,

2,031

2,798

Additions and capitalizations (i)

42

131

Equity results in income statement

494

(76)

Dividends declared

(228)

(128)

Translation adjustment

(128)

(542)

Reduction of investment in VLI

-

(131)

Transfer the equity results to discontinued operations (note 16a)

(26)

(43)

Transfer of CSI to assets held for sale (nota 16c)

(377)

-

Others

(57)

22

Balance at December 31,

1,751

2,031

(i) Refers mainly to the capital increase of Companhia Siderúrgica do Pecém.

Capital reduction in a foreign subsidiary - In December 2021, the Company approved a capital reduction in the amount of US$3,000 in VISA. Therefore, in accordance with the Company's accounting policy for transactions of such nature (note 2), the capital reduction was characterized as a partial disposal, generating a gain of US$2,413 related to the reclassification of the cumulative translation adjustments of this investment, recorded in the stockholders’ equity to the income statement for year ended December 31, 2021, presented as “Other financial items, net” (note 6).

Call options exercised on VLI shares – In December 2020, BNDES Participações S.A. (“BNDESPar”) exercised all its options included in the Call Option Purchase Agreement for share issued by VLI S.A. (“VLI”). In this agreement, options were granted to BNDESPar to purchase shares of VLI held by Vale of up to 8% of VLI's equity.

With the exercise of this option, Vale received US$241 for an 8% stake in VLI, and now holds 29.6% of VLI's total shares, resulting in a gain of US$172, recognized in the income statement for the year ended December 31, 2020 as “Equity results and other results in associates and joint ventures”.

b) Acquisitions and divestitures

Vale Shipping Holding Pte. Ltd (“VSH”) - In October 2021, the Company approved the liquidation of VSH, its wholly-owned subsidiary that owned and operated the Company's vessels. In November 2021, VSH made a repayment of capital to VISA and, as a result, the Company reclassified the total of US$771 arising from the cumulative translation adjustments that was recorded in the Company stockholders’ equity to the income statement for the year ended December 31, 2021, presented as “Other financial items, net” (note 6).

Vale Nouvelle-Calédonie S.A.S. (“VNC”) – In December 2020, the Company signed a binding put option agreement to sell its interest in VNC for an immaterial consideration to Prony Resources consortium. Under the terms of agreement, the Company has assumed an obligation to pay to the buyers an amount of US$500 upon closing of the transaction and this amount has been provided for as at December 31, 2020.

In March 2021, the Company signed the share purchase and sale agreement with Prony Resources, concluding the transaction to sell its interest in VNC. With the final agreement, the Company disbursed US$555 to VNC on the closing of the transaction, which combined with other working capital adjustments, resulted in an additional loss in the amount of US$98, presented as “Impairment and write-off of non-current assets” in income statement for the year ended December 31, 2021.

The agreement also established that Vale has an offtake agreement to purchase a certain amount of VNC’s annual nickel production with a cap price over a period of 13 years. Such cap included in the contract is an embedded derivative. However, it is deemed closely related to the host contract (nickel supply agreement) because the cap was out of the money on inception of the contract. Therefore, this derivative will not be separated from the host contract, which will be accounted for as an executory contract.

Upon closing of the transaction, the Company also recognized a gain of US$1,132 arising from the accumulated exchange differences reclassified from the stockholders’ equity to the income statement under “Other financial items, net”.

Divestment agreement in compliance with PT Vale Indonesia Tbk (“PTVI”) Contract of Work - PTVI, a public company in Indonesia, has an agreement in place with the government of the Republic of Indonesia to operate its mining licenses, expiring in December 2025. According to the agreement, PTVI must meet certain requirements to extend the period of the mining licenses beyond 2025, including the commitment to have Indonesian participants in its shareholding structure.

Following this commitment, in June 2020, the Company signed together with Sumitomo Metal Mining Co., Ltd. (“SMM”), an agreement for the sale of 20% (14.9% from Vale and 5.1% from SMM) of their aggregate stake in PTVI to PT Indonesia Asahan Aluminium (“PT Inalum”), an Indonesia state-owned enterprise. In October 2020, the Company concluded the transaction and received a cash consideration of US $278. This transaction with non-controlling interests resulted in a loss of US $179, which was recognized in the Stockholders’ Equity for the year ended December 31, 2020.

At the closing of the transaction, Vale and SMM which have a stake of 44.3% and 15%, respectively, totaling a 59.3% interest in PTVI, signed a block voting agreement, in which SMM is required to follow Vale’s vote on relevant operational and financial decisions concerning PTVI. Therefore, the Company continues consolidating PTVI in its financial statements.

Henan Longyu Energy Resources Co., Ltd (“Henan Longyu”) - In December 2019, the Company entered into an agreement to sell its 25% interest in Henan Longyu, a company that operates two coal mines in China, for a total cash consideration of US$156. Therefore, this investment was classified as held for sale and an impairment of US$163 was recorded as “Equity results and other results in associates and joint ventures” in the income statement for the year ended December 31,2019. In 2020, the conditions precedent of the agreement were concluded and the Company received the total amount agreed at the closing of the transaction.

Following the conclusion of the transaction, the Company recorded a gain of US $116 due to the recycling of the cumulative translation adjustments to the income statement, which was recorded in the income statement for the year ended December 31,2020 as “Equity results and other results in associates and joint ventures”.

New Steel Global N.V. (“New Steel”) – In January 2019, the Company acquired 100% of the share capital of New Steel and gained its control for the total cash consideration of US $496. New Steel is a company that develops processing and beneficiating technologies for iron ore through a completely dry process. The consideration paid is mainly attributable to the research and development project for processing of iron ore with lower carbon dioxide. The intangible assets are not subject to amortization until the operational phase is reached, which is expected to start on 2022 (note 17). On February 24, 2022 (subsequent event), the Company's Board of Directors approved the proposed recommendation to the General Meeting for the merger of New Steel into Vale S.A.

Ferrous Resources Limited (“Ferrous”) - In August 2019 the Company acquired 100% of the share capital of Ferrous, a company that owned iron ore mines nearby some of the Company’s operations in the states of Minas Gerais, Brazil for cash consideration of US$525. Ferrous has been acquired to gain access to additional reserves for the Company. At the General Shareholders' Meeting in 2020, its main wholly-owned subsidiary Ferrous Resources do Brasil S.A. was merged into Vale S.A.

Project West III – In October 2020, the Company approved the incorporation of a joint venture with Ningbo Zhoushan Port Company Limited (“Ningbo Zhoushan Port”), to build and operate the project to expand the Shulanghu Port facilities, located in China. The Project secures strategic port capacity in China to further Vale’s shipping and distribution costs optimization. Vale will own 50% of the joint venture and Vale's capital contribution to the project is estimated to range from US$110 to US$160. The construction of the project will start after both parties obtain the anti-trust and other regulatory approvals in China and is expected to last 3 years.

c) Financial guarantees

As of December 31, 2021 and 2020, the total guarantees granted by the Company (within the limit of its direct or indirect interest) for certain associates and joint ventures totaled US$1,513 and US$1,557, respectively. The fair value of the financial guarantees as of December 31, 2021 and 2020 totaled US$542 and US$877, respectively, and is recorded in the balance sheet as “Other non-current liabilities”.

d) Summarized financial information

The summarized financial information about relevant associates and joint ventures for the Company are as follow. The stand-alone financial statements of those entities may differ from the financial information reported herein, which is prepared considering Vale’s accounting policies. The summarized financial information about Samarco is presented in note 25.

December 31, 2021

Aliança Geração

Aliança

Pelletizing

    

de Energia

    

Norte Energia

    

CSP (i)

    

plants (ii)

    

MRS Logística

    

VLI S.A.

Current assets

 

112

 

566

425

497

 

494

Non-current assets

 

824

 

206

2,615

267

1,910

 

3,550

Total assets

 

936

 

206

3,181

692

2,407

 

4,044

Current liabilities

 

46

 

438

166

447

 

580

Non-current liabilities

 

223

 

2,545

1

1,092

 

2,085

Total liabilities

 

269

 

2,983

167

1,539

 

2,665

Stockholders’ equity

 

667

 

206

198

525

868

 

1,379

Net revenue

185

2,242

396

820

1,109

Net income (loss)

 

96

 

(7)

891

250

155

 

(136)

December 31, 2020

Nacala

Aliança Geração

Aliança

Pelletizing

Corridor Holding

    

de Energia

    

Norte Energia

    

CSI

    

CSP (i)

    

plants (ii)

    

MRS Logística

    

Netherlands B.V. (i)

    

VLI S.A.

    

    

    

    

    

Current assets

 

138

 

336

346

300

 

412

 

524

614

Non-current assets

 

711

 

229

344

2,234

258

 

1,701

 

4,349

3,737

Total assets

 

849

 

229

680

2,581

558

 

2,113

 

4,874

4,351

Current liabilities

 

48

 

63

737

53

 

389

 

573

607

Non-current liabilities

 

134

 

148

2,623

 

898

 

4,684

2,123

Total liabilities

 

182

 

211

3,360

53

 

1,286

 

5,257

2,729

Stockholders’ equity (negative reserves)

 

668

 

229

469

(779)

504

 

827

 

(383)

1,622

Net revenue

186

665

1,176

104

640

611

1,011

Net income (loss)

 

51

 

(15)

(14)

(835)

73

 

70

 

(87)

(59)

(i) The joint ventures and its results are accounted for under the equity method, in which the accumulated losses are capped to the Company ́s interest in the investee’s capital based on the applicable law and requirements. That is, after the investment is reduced to zero, the Company does not recognize any further losses nor liabilities associated with the investee.

(ii) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização, and Companhia Nipo-Brasileira de Pelotização.

e) Subsidiaries

The significant consolidated entities in each business segment are as follows:

% Noncontrolling

 

    

Location

    

Main activity /Business

    

% Ownership

    

% Voting capital

    

interest

 

Direct and indirect subsidiaries

 

Companhia Portuária da Baía de Sepetiba

 

Brazil

Iron ore

100.0

100.0

0.0

%

Mineração Corumbaense Reunida S.A.

 

Brazil

Iron ore and manganese

100.0

100.0

0.0

%

Minerações Brasileiras Reunidas S.A. ("MBR")

 

Brazil

Iron ore

100.0

100.0

0.0

%

Salobo Metais S.A.

 

Brazil

Copper

100.0

100.0

0.0

%

PT Vale Indonesia

 

Indonesia

Nickel

44.3

%

44.3

55.7

%

Vale Holdings B.V.

 

Netherlands

Holding and research

100.0

100.0

0.0

%

Vale Canada Limited

 

Canada

Nickel

100.0

100.0

0.0

%

Vale International S.A.

 

Switzerland

Trading and holding

100.0

100.0

0.0

%

Vale Malaysia Minerals Sdn. Bhd.

 

Malaysia

Iron ore

100.0

100.0

0.0

%

Vale Oman Distribution Center LLC

 

Oman

Iron ore and pelletizing plant

100.0

100.0

0.0

%

Vale Oman Pelletizing Company LLC

 

Oman

Pelletizing plant

70.0

70.0

30.0

%

f) Noncontrolling interest

Summarized financial information

The summarized financial information, prior to the eliminations of the intercompany balances and transactions, about subsidiaries with material noncontrolling interest are as follow. The stand-alone financial statements of those entities may differ from the financial information reported herein, which is prepared considering Vale’s accounting policies.

December 31, 2021

Vale

Vale Oman

    

PTVI

    

Moçambique

    

Pelletizing

    

Others

    

Total

Current assets

771

420

92

Non-current assets

 

1,875

195

633

Related parties - Stockholders

82

6

25

Total assets

 

2,728

621

750

Current liabilities

 

174

224

97

Non-current liabilities

 

70

74

157

Related parties - Stockholders

12,072

296

Total liabilities

 

244

12,370

550

Stockholders' equity(negative reserves)

2,484

(11,749)

200

Equity (negative reserves) attributable to noncontrolling interests

1,383

(587)

60

(21)

834

Net income

198

326

27

Net income (loss) attributable to noncontrolling interests

110

(85)

8

(10)

23

Dividends paid to noncontrolling interests

18

12

30

December 31, 2020

Vale

Vale Oman

    

PTVI

    

VNC

    

Moçambique S.A.

    

Pelletizing

    

Others

    

Total

Current assets

595

2

352

58

Non-current assets

1,881

168

650

Related parties - Stockholders

61

49

29

47

Total assets

2,537

51

549

755

Current liabilities

162

341

37

Non-current liabilities

53

98

198

Related parties - Stockholders

281

12,185

325

Total liabilities

215

281

12,624

560

Stockholders’ equity (negative reserves)

2,322

(230)

(12,075)

195

Equity (negative reserves) attributable to noncontrolling interests

1,292

(12)

(2,330)

59

68

(923)

Net income (loss)

84

(669)

(1,804)

20

Net income (loss) attributable to noncontrolling interests

35

(33)

(348)

6

(9)

(350)

Dividends paid to noncontrolling interests

14

14

Accounting policy

Subsidiaries – The Company consolidates all entities over which it has control, that is, when: (i) the Company is exposed or has rights over variable returns from its involvement with the investee; and (ii) has the ability to direct the investee’s significant activities. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. Consolidation is interrupted from the date on which the Company ceases to have control.

Transactions with noncontrolling interests – Investments held by other investors in Vale’s subsidiaries are classified as noncontrolling interests (“NCI”). The Company treats transactions with noncontrolling interests as transactions with the Company’s stockholders. For purchases or disposals of non-controlling interests, the difference between the consideration paid and the book value of the acquired portion of the subsidiary's net assets is recorded directly in equity under “Acquisitions and disposals of non-controlling interests”.

Loss of control – When the Company ceases to have control, any interest retained in the entity is remeasured at its fair value, with the change in the carrying amount recognized in profit or loss. Amounts previously recognized in other comprehensive income are reclassified to the income statement.

Investments in associates and joint arrangements – Associates are all entities over which the Company has significant influence, but not control, generally through an equity interest of 20% to 50% of the voting rights. If the equity interest in the associate is reduced, but significant influence is retained, only a proportionate portion of the amounts previously recognized in other comprehensive income will be reclassified to profit or loss, when appropriate. Dilution gains and losses, incurred on interests in associates, are recognized in the income statement.

Joint arrangements are all entities over which the Company has shared control with one or more parties. Joint arrangement investments are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor.

The joint operations are recorded in the financial statements to represent the Company’s contractual rights and obligations. Accordingly, the assets, liabilities, income and expenses related to the joint operation are recorded individually in the financial statements.

Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost. The Company investment in joint ventures includes the goodwill identified in the acquisition, net of any impairment loss. The Company interest in the profits or losses of its joint ventures is recognized in the income statement and participation in the changes in reserves is recognized in the Company's reserves. When the Company’s interest in the losses of an associate or joint

venture is equal to or greater than the carrying amount of the investment, including any other receivables, the Company does not recognize additional losses, unless it has incurred obligations or made payments on behalf of the joint venture.

Critical accounting estimates and judgments

Judgment is required in some circumstances to determine whether after considering all relevant factors, the Company has either control, joint control or significant influence over an entity. Significant influence includes situations of collective control.

The Company holds the majority of the voting capital in five joint arrangements (Aliança Geração de Energia S.A., Aliança Norte Energia Participações S.A., Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização), but management has concluded that the Company does not have a sufficiently dominant voting interest to have the power to direct the activities of these entities. As a result, these entities are accounted under equity method due to shareholder’s agreements where relevant decisions are shared with other parties.