6-K 1 valedfifrs2q22_6k.htm 6-K

 

 

 

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

 

July 2022

 

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 ¨

 

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

 

(Check One) Yes ¨ No x 

 

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

 

(Check One) Yes ¨ No x

 

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

 

(Check One) Yes ¨ No x

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim Financial Statements

Contents

 

  Page
Report of Independent Registered Public Accounting Firm 3
Consolidated Income Statement 4
Consolidated Statement of Comprehensive Income 5
Consolidated Statement of Cash Flows   6
Consolidated Balance Sheet 7
Consolidated Statement of Changes in Equity 8
Notes to the Interim Financial Statements 9
1.    Corporate information 9
2.    Basis of preparation of interim financial statements 9
3.    Significant events of the current period 10
4.     Information by business segment and geographic area 10
5.     Costs and expenses by nature 15
6.     Financial results 16
7.     Taxes 16
8.     Basic and diluted earnings (loss) per share 18
9.      Accounts receivable 18
10.   Inventories 18
11.   Suppliers and contractors 19
12.   Other financial assets and liabilities 19
13.   Investments in subsidiaries, associates and joint ventures 20
14.   Non-current assets and liabilities held for sales and discontinued operations 21
15.   Intangible 24
16.   Property, plant, and equipment 24
17.   Financial and capital risk management 25
18.   Financial assets and liabilities 32
19.   Participative stockholders’ debentures 33
20.   Loans, borrowings, leases, cash and cash equivalents and short-term investments 33
21.   Brumadinho dam failure 36
22.   Liabilities related to associates and joint ventures 38
23.   Provision for de-characterization of dam structures and asset retirement obligations 40
24.   Provisions 42
25.   Litigations 42
26.   Employee post-retirement obligations 44
27.   Stockholders’ equity 45
28.   Related parties 46

 

2 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the stockholders and Board of Directors of

Vale S.A.

 

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Vale S.A. and its subsidiaries (“Company”) as of June 30, 2022, and the related consolidated income statement, statement of comprehensive income and cash flows for the three and six-month periods ended June 30, 2022 and 2021, and the consolidated statement of changes in equity for the six-month periods ended June 30, 2022 and 2021, 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 balance sheet of the Company as of December 31, 2021, and the related consolidated income statement and statement of comprehensive income, changes in equity and cash flows for the year then ended (not presented herein), and in our report dated February 24, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet 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

July 28, 2022

 

3 

Consolidated Income Statement

In millions of United States dollars, except earnings per share data

 

 

        Three-month period ended June 30,  

Six-month period ended

June 30,

    Notes   2022   2021   2022   2021
Continuing operations                    
Net operating revenue   4(d)   11,157   16,514   21,969   29,067
Cost of goods sold and services rendered   5(a)   (5,950)   (5,465)   (10,572)   (9,763)
Gross profit       5,207   11,049   11,397   19,304
                     
Operating expenses                    
Selling and administrative   5(b)   (127)   (132)   (248)   (236)
Research and development       (151)   (139)   (272)   (237)
Pre-operating and operational stoppage   23   (111)   (191)   (265)   (336)
Brumadinho event and de-characterization of dams   21 and 23   (280)   (185)   (440)   (300)
Other operating expenses, net   5(c)   (165)   (75)   (271)   (90)
        (834)   (722)   (1,496)   (1,199)
Impairment reversal (impairment and disposals) of non-current assets, net   13(b) and 14   (82)   (41)   990   (158)
Operating income       4,291   10,286   10,891   17,947
                     
Financial income   6   137   76   287   134
Financial expenses   6   (372)   (267)   (667)   (611)
Other financial items, net   6   1,056   580   959   788
Equity results and other results in associates and joint ventures   13 and 22   (56)   (443)   155   (444)
Income before income taxes       5,056   10,232   11,625   17,814
                     
Income taxes   7                
Current tax       (1,181)   (1,201)   (1,434)   (2,716)
Deferred tax       270   (872)   (1,568)   (1,167)
        (911)   (2,073)   (3,002)   (3,883)
                     
Net income from continuing operations       4,145   8,159   8,623   13,931
Net income attributable to noncontrolling interests       52   12   74   24
Net income from continuing operations attributable to Vale's stockholders       4,093   8,147   8,549   13,907
                     
Discontinued operations   14(a)                
Net income (loss) from discontinued operations       2,058   (622)   2,060   (917)
Loss attributable to noncontrolling interests       -   (61)   -   (142)
Net income (loss) from discontinued operations attributable to Vale's stockholders       2,058   (561)   2,060   (775)
                     
Net income       6,203   7,537   10,683   13,014
Net income (loss) attributable to noncontrolling interests       52   (49)   74   (118)
Net income attributable to Vale's stockholders       6,151   7,586   10,609   13,132
                     
Basic and diluted earnings per share attributable to Vale's stockholders:   8                
Common share (US$)       1.32   1.49   2.24   2.57

 

As described in note 14, the coal segment is presented in these interim financial statements as discontinued operation. Therefore, comparative financial information for the period ended June 30, 2021 has been restated to reflect the sale of the coal operation.

 

 

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

 

4 

Consolidated Statement of Comprehensive Income

In millions of United States dollars

 

 

   

Three-month period ended

June 30,

 

Six-month period ended

June 30,

    2022   2021   2022   2021
Net income   6,203   7,537   10,683   13,014
Other comprehensive income:                
Items that will not be reclassified to income statement                
Translation adjustments   (3,616)   5,233   2,328   1,885
Employee post-retirement obligations (note 26)   111   25   143   316
Fair value adjustment to investment in equity securities (i)   -   (82)   -   193
  (3,505)   5,176   2,471   2,394
Items that may be reclassified to income statement                
Translation adjustments   703   (2,762)   (1,049)   (756)
Net investment hedge (note 17)   (145)   202   74   42
Cash flow hedge (note 17)   312   (35)   8   (26)
Reclassification of cumulative translation adjustment to income statement (notes 13b and 14a)   (3,072)   (424)   (3,222)   (1,542)
  (2,202)   (3,019)   (4,189)   (2,282)
Total comprehensive income   496   9,694   8,965   13,126
                 
Comprehensive income (loss) attributable to noncontrolling interests   46   (47)   68   (116)
Comprehensive income attributable to Vale's stockholders   450   9,741   8,897   13,242

 

(i) Fair value adjustment to shares received as part of the consideration for the sale of Vale’s fertilizer business to The Mosaic Company. In November 2021, the Company sold all shares for US$1,259 in a block trade.

 

Items above are stated net of tax and the related taxes are disclosed in note 7.

 

 

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

 

5 

Consolidated Statement of Cash Flows

In millions of United States dollars

 

 

 

   

Three-month period ended

June 30,

 

Six-month period ended

June 30,

    2022   2021   2022   2021
Cash flow from operations (a)   5,738   9,791   11,269   18,862
Interest on loans and borrowings paid (note 20)   (277)   (138)   (456)   (426)
Cash received (paid) on settlement of derivatives, net (note 17)   (42)   60   (118)   (139)
Payments related to Brumadinho event (note 21)   (319)   (224)   (383)   (289)
Payments related to de-characterization of dams (note 23)   (83)   (79)   (152)   (163)
Interest on participative stockholders' debentures paid (note 19)   (235)   (193)   (235)   (193)
Income taxes (including settlement program)   (1,213)   (1,280)   (3,790)   (2,444)
Net cash provided by operating activities from continuing operations   3,569   7,937   6,135   15,208
Net cash provided (used) in operating activities from discontinued operations (note 14a)   -   (211)   41   (460)
Net cash provided by operating activities   3,569   7,726   6,176   14,748
                 
Cash flow from investing activities:                
Capital expenditures   (1,293)   (1,103)   (2,429)   (2,083)
Disbursement on VNC sale (note 13b)   -   -   -   (555)
Proceeds from sale of CSI (note 13b)   -   -   437   -
Dividends received from associates and joint ventures (note 13)   71   43   136   43
Short-term investment   101   543   103   (173)
Other investments activities, net   48   (190)   48   (325)
Net cash used in investing activities from continuing operations   (1,073)   (707)   (1,705)   (3,093)
Net cash used in investing activities from discontinued operations (note 14a)   (65)   (2,380)   (103)   (2,340)
Net cash used in investing activities   (1,138)   (3,087)   (1,808)   (5,433)
                 
Cash flow from financing activities:                
Loans and borrowings from third parties (note 20)   200   10   625   300
Payments of loans and borrowings from third parties (note 20)   (1,433)   (179)   (1,828)   (1,412)
Payments of leasing (note 20)   (57)   (46)   (98)   (97)
Dividends and interest on capital paid to stockholders (note 27c)   -   (2,208)   (3,480)   (6,092)
Dividends and interest on capital paid to noncontrolling interest   (4)   (3)   (7)   (6)
Share buyback program (note 27d)   (2,596)   (2,004)   (4,384)   (2,004)
Net cash used in financing activities from continuing operations   (3,890)   (4,430)   (9,172)   (9,311)
Net cash used in financing activities from discontinued operations (note 14a)   -   (3)   (11)   (7)
Net cash used in financing activities   (3,890)   (4,433)   (9,183)   (9,318)
                 
Increase (reduction) in cash and cash equivalents   (1,459)   206   (4,815)   (3)
Cash and cash equivalents at the beginning of the period   9,061   12,883   11,721   13,487
Effect of exchange rate changes on cash and cash equivalents   (417)   560   290   165
Cash and cash equivalents from subsidiaries sold, net (note 14b)   -   -   (11)   -
Cash and cash equivalents at end of the period   7,185   13,649   7,185   13,649
                 
Cash flow from operating activities:                
Income before taxation   5,056   10,232   11,625   17,814
Adjusted for:   -   -   -   -
Equity results and other results in associates and joint ventures (note 13)   56   443   (155)   444
Impairment and disposals (impairment reversal) of non-current assets, net (note 14)   82   41   (990)   158
Provisions for Brumadinho (note 21)   126   -   126   -
Provision for de-characterization of dams (note 23)   -   -   37   -
Depreciation, depletion and amortization   810   832   1,496   1,563
Financial results, net (note 6)   (821)   (389)   (579)   (311)
Changes in assets and liabilities:   -   -   -   -
Accounts receivable (note 9)   902   (1,101)   1,779   301
Inventories (note 10)   (305)   (147)   (609)   (338)
Suppliers and contractors (note 11) (i)   432   334   (240)   32
Payroll and other compensation   73   79   (255)   (204)
Other assets and liabilities, net   (673)   (533)   (966)   (597)
Cash flow from operations (a)   5,738   9,791   11,269   18,862
                 
Non-cash transactions:                
Additions to property, plant and equipment - capitalized loans and borrowing costs   17   14   31   30
                 

(i) Includes variable lease payments.

 

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

 

6 

Consolidated Balance Sheet

In millions of United States dollars

 

 

    Notes   June 30, 2022   December 31, 2021
Assets            
Current assets            
Cash and cash equivalents   20   7,185   11,721
Short-term investments   20   48   184
Accounts receivable   9   2,148   3,914
Other financial assets   12   229   111
Inventories   10   5,154   4,377
Recoverable taxes   7(e)   744   862
Other       240   215
        15,748   21,384
             
Non-current assets held for sale   14   274   976
        16,022   22,360
Non-current assets            
Judicial deposits   25(c)   1,328   1,220
Other financial assets   12   210   143
Recoverable taxes   7(e)   1,147   935
Deferred income taxes   7(a)   10,360   11,441
Other       886   650
        13,931   14,389
             
Investments in associates and joint ventures   13   1,791   1,751
Intangible   15   9,448   9,011
Property, plant, and equipment   16   43,166   41,931
        68,336   67,082
Total assets       84,358   89,442

 

Liabilities            
Current liabilities            
Suppliers and contractors   11   3,664   3,475
Loans, borrowings, and leases   20   935   1,204
Other financial liabilities   12   1,584   1,962
Taxes payable   7(e)   331   2,177
Settlement program ("REFIS")   7(c)   356   324
Liabilities related to associates and joint ventures   22   1,783   1,785
Provisions   24   835   1,045
Liabilities related to Brumadinho   21   1,060   1,156
De-characterization of dams and asset retirement obligations   23   692   621
Other       750   1,094
        11,990   14,843
Liabilities associated with non-current assets held for sale   14   127   355
        12,117   15,198
Non-current liabilities            
Loans, borrowings, and leases   20   11,673   12,578
Participative stockholders' debentures   19   3,219   3,419
Other financial liabilities   12   1,820   2,571
Settlement program ("REFIS")   7(c)   1,976   1,964
Deferred income taxes   7(a)   1,759   1,881
Provisions   24   2,477   3,419
Liabilities related to Brumadinho   21   2,620   2,381
De-characterization of dams and asset retirement obligations   23   6,238   7,482
Liabilities related to associates and joint ventures   22   1,603   1,327
Streaming transactions       1,637   1,779
Other       237   137
        35,259   38,938
Total liabilities       47,376   54,136
             
Stockholders' equity   27        
Equity attributable to Vale's stockholders       35,500   34,472
Equity attributable to noncontrolling interests       1,482   834
Total stockholders' equity       36,982   35,306
Total liabilities and stockholders' equity       84,358   89,442

 

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

 

7 

Consolidated Statement of Changes in Equity

In millions of United States dollars

 

 
    Share capital   Capital reserve   Profit reserves   Treasury stocks   Other reserves   Cumulative translation adjustments   Retained earnings   Equity attributable to Vale’s stockholders   Equity attributable to noncontrolling interests   Total stockholders' equity
Balance at December 31, 2021   61,614   1,139   15,702   (5,579)   (1,960)   (36,444)   -   34,472   834   35,306
Net income   -   -   -   -   -   -   10,609   10,609   74   10,683
Other comprehensive income   -   -   1,165   -   134   (3,011)   -   (1,712)   (6)   (1,718)
Dividends and interest on capital of Vale's stockholders (note 27c)   -   -   (3,500)   -   -   -   -   (3,500)   -   (3,500)
Dividends of noncontrolling interests   -   -   -   -   -   -   -   -   (5)   (5)
Derecognition of noncontrolling interests   -   -   -   -   -   -   -   -   585   585
Share buyback (note 27d)   -   -   -   (4,384)   -   -   -   (4,384)   -   (4,384)
Share-based payment   -   -   -   -   (4)   -   -   (4)   -   (4)
Treasury shares used and cancelled (note 27b)   -   -   (2,830)   2,849   -   -   -   19   -   19
Balance at June 30, 2022   61,614   1,139   10,537   (7,114)   (1,830)   (39,455)   10,609   35,500   1,482   36,982
                                         
    Share capital   Capital reserve   Profit reserves   Treasury stocks   Other reserves   Cumulative translation adjustments   Retained earnings   Equity attributable to Vale’s stockholders   Equity attributable to noncontrolling interests   Total stockholders' equity
Balance at December 31, 2020   61,614   1,139   7,042   (2,441)   (2,056)   (29,554)   -   35,744   (923)   34,821
Net income (loss)   -   -   -   -   -   -   13,132   13,132   (118)   13,014
Other comprehensive income   -   -   9   -   518   (417)   -   110   2   112
Dividends and interest on capital of Vale's stockholders   -   -   (4,319)   -   -   -   (724)   (5,043)   -   (5,043)
Dividends of noncontrolling interests   -   -   -   -   -   -   -   -   (24)   (24)
Acquisitions and derecognition of noncontrolling interests   -   -   -   -   (331)   -   -   (331)   1,761   1,430
Share buyback (note 27d)   -   -   -   (2,004)   -   -   -   (2,004)   -   (2,004)
Share-based payment   -   -   -   -   46   -   -   46   -   46
Treasury shares used (note 27b)   -   -   -   7   -   -   -   7   -   7
Balance at June 30, 2021   61,614   1,139   2,732   (4,438)   (1,823)   (29,971)   12,408   41,661   698   42,359

 

 

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

 

8 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

1.               Corporate information

 

Vale S.A. and its subsidiaries (“Vale” or the “Company”) are global producers of: (i) iron ore and iron ore pellets, which are key raw materials for steelmaking, (ii) nickel, that is used to produce stainless steel, electric vehicles and metal alloys employed in the production process of several products, and (iii) copper, used in the construction sector to produce pipes and electrical wires. Vale also produces platinum group metals, gold, silver, and cobalt as by-products and operates a railroad and port logistics system in Brazil to outflow its production. Most of the Company’s products are sold to international markets by Vale International S.A. (“VISA”), a trading company located in Switzerland.

 

In addition, the Company has equity investments and assets with the objective of reducing energy costs, minimizing the risk of shortages and meeting its energy consumption needs through renewable sources.

 

Vale also produced thermal and metallurgical coal, which has been sold in the current quarter and is presented in these interim financial statements as a “discontinued operation” (note 14a).

 

Vale S.A. (the “Parent Company”) is a public company headquartered in the city of Rio de Janeiro, Brazil with securities traded on the stock exchanges of São Paulo – B3 S.A. (VALE3), New York - NYSE (VALE) and Madrid – LATIBEX (XVALO).

 

 

2.        Basis of preparation of interim financial statements

 

The 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 of the International Financial Reporting Standards (“IFRS”) 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 analyzed together with the financial statements for the year ended December 31, 2021. Accounting policies, accounting estimates and judgments, management of risk 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 Executive Committee on July 28, 2022.

 

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 the entity operates (“functional currency”), in the case of the Parent Company is the Brazilian real (“R$”). For presentation purposes, these financial statements are presented in United States dollar (“US$”) 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 June 30,   Six-month period ended June 30,
    June 30, 2022   December 31, 2021   2022   2021   2022   2021
US Dollar ("US$")   5.2380   5.5805   4.9265   5.2907   5.0783   5.3862
Canadian dollar ("CAD")   4.0699   4.3882   3.8573   4.3096   3.9937   4.3209
Euro ("EUR")   5.4842   6.3210   5.2409   6.3789   5.5568   6.4902

 

 

9 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

b) Russia-Ukraine conflict

 

The Company’s business is subject to external risk factors related to our global operations and the global profile of our client portfolio and supply chains. Global markets are experiencing volatility and disruption following the escalation of geopolitical tensions in connection with the military conflict between Russia and Ukraine.

The resulting economic sanctions imposed by the United States, Canada, the European Union, the UK and other countries as a direct consequence of this conflict may continue to significantly impact supply chains, lead to market disruptions including significant volatility in commodities’ prices and bring heightened near-term uncertainty to the global financial system, including through instability of credit and of capital markets.

At this time, the effects of the Russia-Ukraine conflict have not caused significant impacts on the Company’s operations nor on the fair value of its assets and liabilities. However, escalation of the Russia-Ukraine conflict may adversely affect the Company’s business, such as disruption of international trade flows, extreme market pricing volatility, with particular impact on the energy sector, industrial and agricultural supply chains, shipping, and regulatory and contractual uncertainty, and increased geopolitical tensions around the world.

 

3.       Significant events of the current period

 

Balance Sheet, Cash Flows and Income Statement were particularly affected by the following events and transactions during the three-month period ended June 30, 2022:

 

Sale of the Coal operation (note 14a). In April 2022, the Company concluded the sale of the Coal operation to Vulcan Resources for a total consideration of US$270. Following the completion of the transaction, the Company recorded an income of US$2,058 from discontinued operations, mainly due to the reclassification of the cumulative translation adjustments of US$3,072, which was partially offset by the derecognition of the carrying value of noncontrolling interest in the amount of US$585 and impairment of US$429.

 

Share buyback program (note 27d). In May 2022, the Company concluded its share buyback program by the way of acquiring 178,815,500 common shares, corresponding to the total amount of US$3,251. The Company also approved a new share buyback program to repurchase 500,000,000 common shares and their respective ADRs. Under the current program in place, Vale has already repurchased 70,443,798 common shares, corresponding to a total amount of US$1,133.

 

Bond tender offers (note 20d). In June 2022, the Company repurchased US$1,291 of its Bonds and paid a premium of US$113, which has been recorded and is presented as “Bond premium repurchase” under the financial results.

 

Sale of Midwestern System assets (note 14c). In July 2022 (subsequent event), the Company concluded the sale of the Midwestern System to J&F Mineração Ltda. (“J&F”) and received US$150, in addition to transferring to J&F the obligations related to the take-or-pay logistics contracts.

 

Stockholder’s remuneration (note 27c). In July 2022 (subsequent event), the Company approved dividends to its shareholders in the amount of US$3,000, which will be paid in September 2022.

 

Cancellation of common shares held in treasury (note 27b). In July 2022 (subsequent event), the Company approved the cancellation of 220,150,800 common shares held in treasury.

 

Sale of Companhia Siderúrgica do Pecém (“CSP”). In July 2022 (subsequent event), the Company and the other shareholders of CSP signed a binding agreement with ArcelorMittal for the sale of CSP for approximately US$2,200, which will be used in full on the prepayment of CSP’s outstanding net debt of approximately US$2,300. The Company does not expect any material impact at closing, which is expected to occur in 2022, subject to customary regulatory approvals.

 

 

 

4.       Information by business segment and geographic area

 

The Company operates the following reportable segments: Ferrous Minerals, Base Metals and Coal (presented as discontinued operations). 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 Boards and Board of Directors. Accordingly, the performance of the operating segments is assessed based on a measure of adjusted EBITDA, among other measures.

 

10 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

The Company allocates to “Other” the revenues and cost of other products, services, research and development, investments in joint ventures and associates of other business and unallocated corporate expenses. Costs related to the Brumadinho event are allocated to "Other" as well.

 

In 2022, the Company has allocated the financial information of the Midwestern System to “Other” as this operation is no longer analyzed by the chief operating decision maker as part of to the performance of the Ferrous Minerals business segment due to the binding agreement to sell this operation. The comparative information was reclassified to reflect the revision in the allocation criteria.

 

a) Adjusted EBITDA

 

The definition of Adjusted EBITDA for the Company is the operating income or loss plus dividends received and interest from associates and joint ventures, and excluding the amounts charged as (i) depreciation, depletion and amortization and (ii) impairment reversal (impairment and disposals) of non-current assets, net.

 

    Three-month period ended June 30, 2022
    Net operating revenue   Cost of goods sold and services rendered   Sales, administrative and other operating expenses   Research and development   Pre operating and operational stoppage   Dividends received and interest from associates and joint ventures   Adjusted EBITDA
Ferrous minerals                            
Iron ore   7,113   (2,971)   (48)   (45)   (74)   -   3,975
Iron ore pellets   1,780   (707)   2   -   (6)   71   1,140
Other ferrous products and services   132   (93)   -   (1)   (6)   -   32
    9,025   (3,771)   (46)   (46)   (86)   71   5,147
                             
Base metals                            
Nickel and other products   1,547   (929)   (12)   (26)   -   -   580
Copper   328   (268)   (3)   (31)   (3)   -   23
    1,875   (1,197)   (15)   (57)   (3)   -   603
                             
Brumadinho event and de-characterization of dams   -   -   (280)   -   -   -   (280)
Other (i)   257   (205)   (219)   (48)   (1)   -   (216)
Total   11,157   (5,173)   (560)   (151)   (90)   71   5,254

 

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of US$49.

 

     Three-month period ended June 30, 2021
    Net operating revenue   Cost of goods sold and services rendered   Sales, administrative and other operating expenses   Research and development   Pre operating and operational stoppage   Dividends received and interest from associates and joint ventures   Adjusted EBITDA
Ferrous minerals                            
Iron ore   12,081   (2,744)   (60)   (43)   (74)   -   9,160
Iron ore pellets   1,947   (520)   2   -   (13)   22   1,438
Other ferrous products and services   150   (110)   -   (1)   (4)   -   35
    14,178   (3,374)   (58)   (44)   (91)   22   10,633
                             
Base metals                            
Nickel and other products   1,492   (959)   (25)   (18)   (60)   -   430
Copper   688   (229)   (1)   (21)   (1)   -   436
    2,180   (1,188)   (26)   (39)   (61)   -   866
                             
Brumadinho event and de-characterization of dams   -   -   (185)   -   -   -   (185)
COVID-19   -   -   (16)   -   -   -   (16)
Other (i)   156   (120)   (97)   (56)   -   21   (96)
Total of continuing operations   16,514   (4,682)   (382)   (139)   (152)   43   11,202
                             
Discontinued operations - Coal   161   (323)   -   (2)   -   -   (164)
                             
Total   16,675   (5,005)   (382)   (141)   (152)   43   11,038

 

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of US$47.

 

11 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  


     Six-month period ended June 30, 2022
    Net operating revenue   Cost of goods sold and services rendered   Sales, administrative and other operating expenses   Research and development   Pre operating and operational stoppage   Dividends received and interest from associates and joint ventures   Adjusted EBITDA
Ferrous minerals                            
Iron ore   14,368   (5,090)   (103)   (79)   (187)   -   8,909
Iron ore pellets   3,144   (1,233)   7   (1)   (11)   71   1,977
Other ferrous products and services   247   (171)   (2)   (2)   (9)   -   63
    17,759   (6,494)   (98)   (82)   (207)   71   10,949
                             
Base metals                            
Nickel and other products   3,005   (1,838)   (20)   (42)   -   -   1,105
Copper   802   (495)   3   (56)   (5)   -   249
    3,807   (2,333)   (17)   (98)   (5)   -   1,354
                             
Brumadinho event and de-characterization of dams   -   -   (440)   -   -   -   (440)
Other (i)   403   (323)   (381)   (92)   (2)   -   (395)
Total of continuing operations   21,969   (9,150)   (936)   (272)   (214)   71   11,468
                             
Discontinued operations - Coal   448   (264)   (12)   (1)   -   -   171
                             
Total   22,417   (9,414)   (948)   (273)   (214)   71   11,639

 

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of US$77.

 

     Six-month period ended June 30, 2021
    Net operating revenue   Cost of goods sold and services rendered   Sales, administrative and other operating expenses   Research and development   Pre operating and operational stoppage   Dividends received and interest from associates and joint ventures   Adjusted EBITDA
Ferrous minerals                            
Iron ore   21,141   (4,771)   (83)   (76)   (165)   -   16,046
Iron ore pellets   3,155   (903)   31   (1)   (26)   22   2,278
Other ferrous products and services   293   (199)   1   (1)   (8)   -   86
    24,589   (5,873)   (51)   (78)   (199)   22   18,410
                             
Base metals                            
Nickel and other products   2,926   (1,730)   (35)   (29)   (60)   -   1,072
Copper   1,242   (395)   (1)   (39)   (2)   -   805
    4,168   (2,125)   (36)   (68)   (62)   -   1,877
                             
Brumadinho event and de-characterization of dams   -   -   (300)   -   -   -   (300)
COVID-19   -   -   (18)   -   -   -   (18)
Other (i)   310   (294)   (202)   (91)   (2)   21   (258)
Total of continuing operations   29,067   (8,292)   (607)   (237)   (263)   43   19,711
                             
Discontinued operations - Coal   253   (652)   2   (4)   -   78   (323)
                             
Total   29,320   (8,944)   (605)   (241)   (263)   121   19,388

 

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of US$82.

 

12 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

Adjusted EBITDA is reconciled to net income as follows:

 

Continuing operations

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Net income from continuing operations attributable to Vale's stockholders   4,093   8,147   8,549   13,907
Net income attributable to noncontrolling interests   52   12   74   24
Net income   4,145   8,159   8,623   13,931
Depreciation, depletion and amortization   810   832   1,496   1,563
Income taxes   911   2,073   3,002   3,883
Financial results   (821)   (389)   (579)   (311)
Equity results and other results in associates and joint ventures   56   443   (155)   444
Dividends received from associates and joint ventures   71   43   71   43
Impairment and disposals (impairment reversal) of non-current assets, net   82   41   (990)   158
Adjusted EBITDA from continuing operations   5,254   11,202   11,468   19,711

 

 

Discontinued operations (Coal)

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Net income (loss) from discontinued operations attributable to Vale's stockholders   2,058   (561)   2,060   (775)
Loss attributable to noncontrolling interests   -   (61)   -   (142)
Net income (loss)   2,058   (622)   2,060   (917)
Depreciation, depletion and amortization   -   17   -   17
Income taxes   -   -   2   -
Financial results   (3,072)   (385)   (3,065)   (386)
Derecognition of noncontrolling interest   585   -   585   -
Equity results in associates and joint ventures   -   11   -   26
Dividends received and interest from associates and joint ventures (i)   -   -   -   78
Impairment of non-current assets, net   429   815   589   859
Adjusted EBITDA from discontinued operations   -   (164)   171   (323)

 

(i) Includes the remuneration of the financial instrument of the Coal segment.

 

 

b)       Assets by segment

 

    June 30, 2022   December 31, 2021
    Product inventory   Investments in associates and joint ventures   Property, plant and equipment and intangible   Product inventory   Investments in associates and joint ventures   Property, plant and equipment and intangible
Ferrous minerals   2,436   1,225   31,157   2,186   1,113   28,988
Base metals   1,828   18   19,500   1,384   17   20,127
Other   -   548   1,957   21   621   1,827
Total   4,264   1,791   52,614   3,591   1,751   50,942

 

    Three-month period ended June 30,
    2022   2021
    Capital expenditures       Capital expenditures    
    Sustaining capital (i)   Project execution   Depreciation, depletion and amortization   Sustaining capital (i) (ii)   Project execution   Depreciation, depletion and amortization (ii)
Ferrous minerals   477   199   497   531   113   446
Base metals   343   90   299   357   69   367
Other   24   160   14   5   28   19
Total   844   449   810   893   210   832

 

13 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

 

    Six-month period ended June 30,
    2022   2021
    Capital expenditures       Capital expenditures    
    Sustaining capital (i)   Project execution   Depreciation, depletion and amortization   Sustaining capital (i) (ii)   Project execution   Depreciation, depletion and amortization (ii)
Ferrous minerals   976   381   913   1,056   195   838
Base metals   613   157   555   648   137   684
Other   54   248   28   17   30   41
Total   1,643   786   1,496   1,721   362   1,563

 

(i) According to the Company's remuneration policy, the sustaining capital investments are deducted from the 30% of the adjusted EBITDA. The calculation also considers the current investment of discontinued coal operations, which was US$38 for the six-month period ended June 30, 2022 (2021: US$65).

(ii) The sustaining capital investments related to the Midwestern System were reclassified for the three and six-month periods ended June 30, 2021 in the amounts of US$4 and US$5, respectively. Depreciation, depletion and amortization were reclassified for the same periods in the amounts of US$9 and US$14, respectively.

 

 

c) Assets by geographic area

 

    June 30, 2022   December 31, 2021
    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   1,773   7,514   26,120   35,407   1,730   7,050   23,793   32,573
Canada   -   1,931   11,392   13,323   -   1,958   12,441   14,399
Americas, except Brazil and Canada   -   -   32   32   -   -   3   3
Europe   -   -   778   778   -   -   739   739
Indonesia   -   1   2,702   2,703   -   1   2,723   2,724
Asia, except Indonesia and China   18   -   817   835   21   -   874   895
China   -   1   22   23   -   2   21   23
Oman   -   1   1,303   1,304   -   -   1,337   1,337
Total   1,791   9,448   43,166   54,405   1,751   9,011   41,931   52,693

 

 

d) Net operating revenue by geographic area

 

The Company's sales revenue decreased in relation to the previous semester mainly due to the decline in the international price of iron ore, which resulted in a 26.7% decrease in the average price per ton realized by the Company during this period.

 

    Three-month period ended June 30, 2022
    Ferrous minerals   Base metals   Other   Total
Americas, except United States and Brazil   136   111   76   323
United States of America   47   427   -   474
Germany   92   223   -   315
Europe, except Germany   606   505   -   1,111
Middle East, Africa, and Oceania   656   6   26   688
Japan   812   202   -   1,014
China   4,902   200   -   5,102
Asia, except Japan and China   677   184   47   908
Brazil   1,097   17   108   1,222
Net operating revenue   9,025   1,875   257   11,157

 

     Three-month period ended June 30, 2021
    Ferrous minerals   Base metals   Other   Total
Americas, except United States and Brazil   197   130   51   378
United States of America   161   288   -   449
Germany   154   463   -   617
Europe, except Germany   988   581   -   1,569
Middle East, Africa, and Oceania   672   7   -   679
Japan   943   119   -   1,062
China   8,665   264   -   8,929
Asia, except Japan and China   987   315   -   1,302
Brazil   1,411   13   105   1,529
Net operating revenue   14,178   2,180   156   16,514

14 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

 

     Six-month period ended June 30, 2022
    Ferrous minerals   Base metals   Other   Total
Americas, except United States and Brazil   266   277   125   668
United States of America   74   713   -   787
Germany   221   602   -   823
Europe, except Germany   1,142   923   -   2,065
Middle East, Africa, and Oceania   1,150   9   26   1,185
Japan   1,482   393   -   1,875
China   10,001   490   -   10,491
Asia, except Japan and China   1,310   368   47   1,725
Brazil   2,113   32   205   2,350
Net operating revenue   17,759   3,807   403   21,969

 

     Six-month period ended June 30, 2021
    Ferrous minerals   Base metals   Other   Total
Americas, except United States and Brazil   377   224   94   695
United States of America   259   573                                 -     832
Germany   323   929                                 -     1,252
Europe, except Germany   1,579   1,287                                 -     2,866
Middle East, Africa, and Oceania   943   7                                 -     950
Japan   1,470   215                                 -     1,685
China   15,458   424                                 -     15,882
Asia, except Japan and China   1,769   473                                 -     2,242
Brazil   2,411   36   216   2,663
Net operating revenue   24,589   4,168   310   29,067

 

5.       Costs and expenses by nature

 

a)    Cost of goods sold, and services rendered

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Personnel   457   427   838   810
Materials and services   855   725   1,534   1,357
Fuel oil and gas   353   237   637   425
Maintenance   806   749   1,433   1,373
Royalties   279   352   488   603
Energy   180   158   332   300
Acquisition of products   674   691   1,135   1,034
Depreciation, depletion and amortization   777   783   1,422   1,471
Freight   1,175   991   2,002   1,773
Other   394   352   751   617
Total   5,950   5,465   10,572   9,763
                 
Cost of goods sold   5,800   5,323   10,289   9,487
Cost of services rendered   150   142   283   276
Total   5,950   5,465   10,572   9,763

 

 

b)       Selling and administrative expenses

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Selling   24   24   43   41
Personnel   44   52   98   99
Services   30   22   52   39
Depreciation and amortization   12   10   23   19
Other   17   24   32   38
Total   127   132   248   236

 

15 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

c)       Other operating expenses, net

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Asset retirement obligations   40   -   40   -
Provision for litigations   48   28   64   44
Profit sharing program   19   52   67   75
COVID-19 expenses   -   16   -   18
Other   58   (21)   100   (47)
Total   165   75   271   90

 

 

6.        Financial results

 

   

Three-month period ended

June 30,

 

Six-month period ended

June 30,

    2022   2021   2022   2021
Financial income                
Short-term investments   121   41   250   68
Other   16   35   37   66
    137   76   287   134
Financial expenses                
Loans and borrowings gross interest   (162)   (160)   (323)   (348)
Capitalized loans and borrowing costs   17   14   31   30
Interest on REFIS   (39)   (10)   (71)   (17)
Interest on lease liabilities (note 20d)   (16)   (15)   (32)   (33)
Bond premium repurchase (note 20d)   (113)   -   (113)   (63)
Other   (59)   (96)   (159)   (180)
    (372)   (267)   (667)   (611)
Other financial items, net                
Net foreign exchange gains (losses)   464   (374)   (353)   (61)
Participative stockholders' debentures (note 19) (i)   537   (278)   288   (1,261)
Financial guarantees (i)   356   401   479   364
Derivative financial instruments (note 17)   (270)   856   591   417
Reclassification of cumulative translation adjustments to the income statement (note 13b)   -   -   -   1,132
Indexation gains, net   (31)   (25)   (46)   197
    1,056   580   959   788
Total   821   389   579   311

 

(i) These lines were reclassified from the prior period in order to present “Financial expenses” and “Other financial items, net” in similar line items from period to period.

 

a) Financial guarantees

As of June 30, 2022, the total guarantees granted by the Company (within the limit of its direct or indirect interest) to certain associates and joint ventures totaled US$1,545 (December 31, 2021: US$1,513). The fair value of these financial guarantees in the amount of US$105 (December 31, 2021: US$542) is recorded as “Other non-current liabilities”.

 

7.        Taxes

 

a) Deferred income tax assets and liabilities

 

    Assets   Liabilities   Deferred taxes, net
Balance at December 31, 2021   11,441   1,881   9,560
Tax effect in the income statement   (1,524)   44   (1,568)
Translation adjustment   651   (1)   652
Other comprehensive income   (25)   47   (72)
Transfers between assets and liabilities   (183)   (183)   -
Other   -   (29)   29
Balance at June 30, 2022   10,360   1,759   8,601
             
    Assets   Liabilities   Deferred taxes, net
Balance at December 31, 2020   10,335   1,770   8,565
Tax effect in the income statement   (1,130)   37   (1,167)
Translation adjustment   196   43   153
Other comprehensive income   (63)   135   (198)
Balance at June 30, 2021   9,338   1,985   7,353
             

 

 

16 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

b)    Income tax reconciliation – Income statement

 

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 total amount presented as income taxes in the income statement is reconciled to the statutory rate, as follows:

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Income before income taxes   5,056   10,232   11,625   17,814
Income taxes at statutory rate – 34%   (1,719)   (3,479)   (3,953)   (6,057)
Adjustments that affect the taxes basis:                
Tax incentives   565   1,163   1,059   1,618
Equity results   22   40   30   35
Monetary exchange variation on tax losses carryforward   211   (177)   (444)   (39)
Other   10   380   306   560
Income taxes   (911)   (2,073)   (3,002)   (3,883)

 

 

c)Income taxes - Settlement program (“REFIS”)

 

    June 30, 2022   December 31, 2021
Current liabilities   356   324
Non-current liabilities   1,976   1,964
REFIS liabilities   2,332   2,288
         
SELIC rate   13.25%   9.25%

 

It mainly relates to the settlement program of claims regarding the collection of income tax and social contribution on equity gains of foreign subsidiaries and affiliates 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.

 

d) Uncertain tax positions

 

There have been no developments on matters related to the uncertain tax positions since the December 31, 2021 financial statements.

 

e) Recoverable and payable taxes

            June 30, 2022           December 31, 2021
    Current assets   Non-current assets   Current liabilities   Current assets   Non-current assets   Current liabilities
Value-added tax   264   -   30   217   11   162
Brazilian federal contributions   389   669   13   520   511   12
Income taxes   80   478   141   113   413   1,861
Financial compensation for the exploration of mineral resources - CFEM   -   -   76   -   -   59
Other   11   -   71   12   -   83
Total   744   1,147   331   862   935   2,177

 

17 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

8.        Basic and diluted earnings (loss) per share

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Net income attributable to Vale's stockholders                
Net income from continuing operations   4,093   8,147   8,549   13,907
Net income (loss) from discontinued operations   2,058   (561)   2,060   (775)
    6,151   7,586   10,609   13,132
                 
Thousands of shares                
Weighted average number of common shares outstanding   4,668,739   5,097,908   4,737,806   5,113,959
Weighted average number of common shares outstanding and potential ordinary shares   4,673,377   5,102,332   4,742,444   5,118,383
                 
Basic and diluted earnings per share from continuing operations:                
Common share (US$)   0.88   1.60   1.80   2.72
Basic and diluted earnings (loss) per share from discontinued operations:                
Common share (US$)   0.44   (0.11)   0.43   (0.15)
Basic and diluted earnings per share:                
Common share (US$)   1.32   1.49   2.24   2.57

 

 

9.       Accounts receivable

 

    June 30, 2022   December 31, 2021
Receivables from contracts with customers        
Related parties (note 28)   133   109
Third parties        
Ferrous minerals   1,441   3,023
Base metals   594   668
Other   21   162
Accounts receivable   2,189   3,962
Expected credit loss   (41)   (48)
Accounts receivable, net   2,148   3,914

 

No customer individually represented 10% or more of the Company’s accounts receivable or revenues for both periods presented above.

 

Provisionally priced commodities sales – The commodity price risk arises from volatility of iron ore, nickel and copper prices. The Company is mostly exposed to the fluctuations in the iron ore and copper price (note 17). The selling price of these products can be measured reliably at each period since the price is quoted in an active market.

 

The sensitivity of the Company’s risk on final settlement of provisionally priced accounts receivables are presented below:

 

    June 30, 2022
    Thousand metric tons   Provisional price (US$/ton)   Change   Effect on revenue
Iron ore   12,893   112.8   +/- 10%   +/- 145
Copper   57   9,956.3   +/- 10%   +/- 57

 

 

10.       Inventories

 

    June 30, 2022   December 31, 2021
Finished products   3,383   2,795
Work in progress   906   820
Consumable inventory   972   857
         
Allowance to net realizable value   (107)   (95)
Total   5,154   4,377

 

Finished and work in progress products inventories by segments are presented in note 4(b) and the cost of goods sold is presented in note 5(a).

 

 

18 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

11.       Suppliers and contractors

 

    June 30, 2022   December 31, 2021
Third parties - Brazil   1,625   1,766
Third parties - Abroad   1,811   1,620
Related parties (note 28)   228   89
Total   3,664   3,475

 

 

12.        Other financial assets and liabilities

 

    Current   Non-current
    June 30, 2022   December 31, 2021   June 30, 2022   December 31, 2021
Other financial assets                
Restricted cash   -   -   81   117
Derivative financial instruments (note 17a)   229   111   123   20
Investments in equity securities   -   -   6   6
    229   111   210   143
Other financial liabilities                
Derivative financial instruments (note 17a)   172   243   378   592
Other financial liabilities - Related parties (note 28)   171   393   -   -
Financial guarantees provided (note 6a) (i)   -   -   105   542
Liabilities related to the concession grant   754   760   1,337   1,437
Contract liability   487   566   -   -
    1,584   1,962   1,820   2,571

 

(i) In July 2022 (subsequent event), the Company signed a binding agreement with ArcelorMittal for the sale of CSP. At the closing, CSP's net debt will be settled and the financial liability related to the guarantee granted will be derecognised by Vale.

 

a) Liabilities related to the concession grant

 

On April 14, 2022, the Company prepaid US$168 of its concession grant obligation related to the Estrada de Ferro Carajás ("EFC") as approved by the Board of Directors on October 28, 2021. The outstanding balance will be settled in quarterly installments until 2057.

        Liability       Discount rate
    June 30, 2022   December 31, 2021   June 30, 2022   December 31, 2021
Concession grant   468   586   11.04%   11.04%
Midwestern Integration Railway ("FICO")   1,261   1,206   5.73%   5.29%
Infrastructure program   336   343   5.78%   5.43%
West-East Integration Railway ("FIOL")   26   62   8.45%   5.81%
Total   2,091   2,197        

 

19 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

13.       Investments in subsidiaries, associates, and joint ventures

 

            Investments in associates and joint ventures   Equity results in the income statement   Dividends received
                Three-month period ended June 30,   Six-month period ended June 30,   Three-month period ended June 30,   Six-month period ended June 30,
Associates and joint ventures   % ownership   % voting capital   June 30, 2022   December 31, 2021   2022   2021   2022   2021   2022   2021   2022   2021
Ferrous minerals                                                
Baovale Mineração S.A.   50.00   50.00   24   21   -   1   1   3   -   -   -   -
Companhia Coreano-Brasileira de Pelotização   50.00   50.00   74   51   10   10   22   16   10   2   10   2
Companhia Hispano-Brasileira de Pelotização   50.89   50.89   40   38   -   -   -   -   1   7   1   7
Companhia Ítalo-Brasileira de Pelotização   50.90   51.00   59   48   12   9   13   13   19   6   19   6
Companhia Nipo-Brasileira de Pelotização   51.00   51.11   139   129   12   9   22   13   41   7   41   7
MRS Logística S.A.   48.16   46.75   474   418   20   19   30   36   -   -   -   -
Samarco Mineração S.A. (note 22)   50.00   50.00   -   -   -   -   -   -   -   -   -   -
VLI S.A.   29.60   29.60   415   408   (2)   7   (20)   (8)   -   -   -   -
            1,225   1,113   52   55   68   73   71   22   71   22
Base metals                                                
Korea Nickel Corp.   25.00   25.00   18   17   1   -   3   -       -   -   -
            18   17   1   -   3   -   -   -   -   -
Other                                                
Aliança Geração de Energia S.A.   55.00   55.00   383   367   8   7   16   17   -   21   -   21
Aliança Norte Energia Participações S.A.   51.00   51.00   109   105   (1)   (2)   (3)   (3)   -   -   -   -
California Steel Industries, Inc. (note 13b)   50.00   50.00   -   -   -   48   -   61   -   -   65   -
Companhia Siderúrgica do Pecém ("CSP")   50.00   50.00   -   99   -   -   -   (42)   -   -   -   -
Mineração Rio do Norte S.A.   40.00   40.00   -   -   -   7   -   (3)   -   -   -   -
Other   -   -   56   50   1   1   3   -   -   -   -   -
            548   621   8   61   16   30   -   21   65   21
Total           1,791   1,751   61   116   87   103   71   43   136   43

20 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

a) Changes in the period

 
    2022   2021
Balance at January 1,   1,751   2,031
Capital contributions to CSP   -   42
Translation adjustment   111   70
Equity results   87   103
Dividends declared   (48)   (49)
Equity results reclassified to discontinued operations (note 14a)   -   (26)
Other   (110)   26
Balance at June 30,   1,791   2,197

 

b) Acquisitions and divestitures

 

California Steel Industries (“CSI”): In December 2021, the Company entered into a binding agreement with Nucor Corporation (“Nucor”) for the sale of its 50% interest in CSI for US$437. In February 2022, the Company concluded the sale and recorded a gain of US$297 for the six-month period ended June 30, 2022, as “Equity results and other results in associates and joint ventures”, of which US$147 relates to a gain from the sale and US$150 is due to the reclassification of the cumulative translation adjustments from the stockholders’ equity to the income statement.

Corporate Venture Capital: In June 2022, the Company created a corporate venture capital initiative (“Vale Ventures”) to invest in global startups involved in sustainable mining initiatives, with a capital investment of US$100. The purpose of Vale Ventures is to acquire minority stakes in startups focused on decarbonization in the mining value chain, zero-waste mining, energy transition metals and other technologies.

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. With the final agreement signed in March 2021, the Company recorded a loss in the amount of US$98, presented as “Impairment reversal (impairment and disposals) of non-current assets, net” in the income statement for the period ended June 30, 2021. In the same period, the Company also recorded a gain of US$1,132 due to the cumulative translation adjustments reclassification from the stockholders’ equity to the income statement as “Other financial items, net”.

14.       Non-current assets and liabilities held for sales and discontinued operations

 

    June 30, 2022   December 31, 2021
    Midwestern System assets   Coal (Discontinued operation)   Manganese assets   Other   Total
Assets                    
Accounts receivable   30   -   11   -   11
Inventories   5   167   12   -   179
Taxes   15   364   17   -   381
Investments   -   -   -   377   377
Property, plant and equipment   214   -   -   6   6
Other assets   10   21   1   -   22
    274   552   41   383   976
                     
Liabilities                    
Suppliers and contractors   39   110   10   -   120
Other liabilities   88   232   3   -   235
    127   342   13   -   355
                     
Net assets held for sale   147   210   28   383   621

 

21 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

a) Coal (Discontinued operation)

 

In June 2021, in preparation for a sale of the coal operation, in connection with the sustainable strategic mining agenda, the Company carried out a corporate reorganization by acquiring the interests held by Mitsui in the coal assets, which consist of Moatize mine and the Nacala Logistics Corridor (“NLC”). Following the acquisition of Mitsui’s stakes, and therefore, the simplification of the governance, the Company started the process of divesting its participation in the coal business.

 

In December 2021, the Company entered into a binding agreement with Vulcan Resources (formerly known as Vulcan Minerals - “Vulcan”) for the sale of these assets. Under the sale agreement Vulcan has committed to pay the gross amount of US$270, in addition of a 10-year royalty agreement subject to certain mine production and coal price conditions and so, due to the nature and uncertainties related to the measurement of these royalties, gains will be recognized as incurred.

 

Therefore, in 2021 the Company adjusted the net assets of the coal business to the fair value less costs of disposal, resulting in impairment losses, and started presenting the coal segment as a discontinued operation starting from the year ended December 31, 2021.

 

On April 25, 2022, the transaction was completed and the Company recorded a net income from discontinued operations of US$2,060 for the six-month period ended June 30, 2022, which is mainly driven by the reclassification of the cumulative translation adjustments of US$3,072, from the stockholders’ equity to the income statement, as required by IAS 21 - The Effects of Changes in Foreign Exchange Rates, partially offset by the derecognition of noncontrolling interest of US$585 due to the deconsolidation of the coal assets. Additionally, until the closing of the transaction, the Company recorded losses of US$589 due to the impairment of assets acquired in the period and working capital adjustments. These effects are presented below:

 

(a.i) Net income and cash flows from discontinued operations

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Net income from discontinued operations                
Net operating revenue   -   161   448   253
Cost of goods sold and services rendered   -   (340)   (264)   (669)
Operating expenses   -   (2)   (13)   (2)
Impairment and disposals of non-current assets, net   (429)   (815)   (589)   (859)
Operating loss   (429)   (996)   (418)   (1,277)
Cumulative translation adjustments (i)   3,072   424   3,072   424
Other financial results, net   -   (39)   (7)   (38)
Derecognition of noncontrolling interest   (585)   -   (585)   -
Equity results in associates and joint ventures   -   (11)   -   (26)
Net income (loss) before income taxes   2,058   (622)   2,062   (917)
Income taxes   -   -   (2)   -
Net income (loss) from discontinued operations   2,058   (622)   2,060   (917)
Loss attributable to noncontrolling interests   -   (61)   -   (142)
Net income (loss) attributable to Vale's stockholders   2,058   (561)   2,060   (775)

 

(i) In 2021, the Company assessed that its Australian subsidiaries (part of the coal business), which were no longer operational, were considered "abandoned" under IAS 21 and, therefore, the Company recognized a gain related to the cumulative translation adjustments in the amount of US$424, which was reclassified to the net income for the period ended June 30, 2021.

22 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

 

    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Cash flow from discontinued operations                
 Operating activities                
Net income (loss) before income taxes   2,058   (622)   2,062   (917)
 Adjustments:                
  Equity results in associates and joint ventures   -   11   -   26
  Impairment and disposals of non-current assets, net   429   815   589   859
  Derecognition of noncontrolling interest   585   -   585   -
  Financial Results, net   (3,072)   (385)   (3,065)   (386)
 Decrease in assets and liabilities   -   (30)   (130)   (42)
Net cash provided (used) by operating activities   -   (211)   41   (460)
                 
Investing activities                
 Additions to property, plant, and equipment   -   (36)   (38)   (65)
 Acquisition of NLC, net of cash   -   (2,345)   -   (2,345)
 Disposal of coal, net of cash   (65)   -   (65)   -
 Other   -   1   -   70
Net cash used in investing activities   (65)   (2,380)   (103)   (2,340)
                 
Financing activities                
Payments   -   (3)   (11)   (7)
Net cash used in financing activities   -   (3)   (11)   (7)
Net cash used by discontinued operations   (65)   (2,594)   (73)   (2,807)

 

b) Manganese ferroalloys operations in Minas Gerais

 

In January 2022, the Company completed the sale of its ferroalloys operations in Barbacena and Ouro Preto and its manganese mining operations at Morro da Mina, in the State of Minas Gerais, to VDL Group (“VDL”) for a total consideration of US$40. As the Company had already adjusted the net assets to the fair value less cost of disposal, the closing did not result in an additional impact on the income statement for the six-month period ended June 30, 2022. As a result, the Company no longer has manganese ferroalloys operations.

 

c) Midwestern System assets

During the first quarter of 2022, the Company classified the assets and liabilities related to the Midwestern System as held for sale due to the negotiations with interested parties in Vale’s iron ore, manganese and logistics assets in the Midwestern System, through its equity interests in Mineração Corumbaense Reunida S.A., Mineração Mato Grosso S.A., International Iron Company, Inc. and Transbarge Navegación S.A. These negotiations resulted in the execution of a binding agreement with J&F Mineração Ltda. (“J&F”) for the sale of these assets, which was signed on April 6, 2022.

The carrying amount of those assets were fully impaired in past years and the Company had a liability related to take-or-pay logistics contracts in the amount of US$932 that were deemed onerous contracts under the Company’s business model for the Midwestern System, which had negative reserves of US$892 before reclassification to “Non-current assets and liabilities held for sale”.

These offers received during the sale process of the assets represented an objective evidence of impairment reversal and the remeasurement of the existing provision, which led to a gain of US$1,104 recorded as “Impairment reversal (impairment and disposals) of non-current assets, net”, of which US$214 relates to the impairment reversal on the Property, plant and equipment and US$890 is due to the remeasurement of the onerous contract liability.

On July 15, 2022 (subsequent event), the transaction was completed and the Company received US$150. As the Company had already adjusted the net assets to the fair value less cost of disposal, the closing should not result in any additional impact to the income statement for the next quarter.

 

 

 

23 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

15.       Intangible

 

    Goodwill   Concessions     Software   Research and development project and patents   Total
Balance at December 31, 2021   3,208   5,223     86   494   9,011
Additions   -   132     17   -   149
Disposals   -   (9)     -   -   (9)
Amortization   -   (120)     (22)   -   (142)
Translation adjustment   63   341     2   33   439
Balance at June 30, 2022   3,271   5,567     83   527   9,448
Cost   3,271   6,846     550   527   11,194
Accumulated amortization   -   (1,279)     (467)   -   (1,746)
Balance at June 30, 2022   3,271   5,567     83   527   9,448
                       
    Goodwill   Concessions     Software   Research and development project and patents   Total
Balance at December 31, 2020   3,298   5,391     76   531   9,296
Additions   -   57     21   -   78
Disposals   -   (5)     -   -   (5)
Amortization   -   (115)     (16)   -   (131)
Acquisition of NLC (note 14a)   -   1,428     -   -   1,428
Translation adjustment   104   204     3   20   331
Balance at June 30, 2021   3,402   6,960     84   551   10,997
Cost   3,402   8,097     789   551   12,839
Accumulated amortization   -   (1,137)     (705)   -   (1,842)
Balance at June 30, 2021   3,402   6,960     84   551   10,997

 

 

16.       Property, plant, and equipment

 

    Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Others Constructions in progress   Total
Balance at December 31, 2021   8,137 7,232 4,743 7,742 2,334 1,537 2,484 7,722   41,931
Additions (i)   - - - - - 29 - 2,343   2,372
Disposals   (14) (8) (4) - (5) - (1) (45)   (77)
Asset retirement obligation (note 23b)   - - - (1,077) - - - -   (1,077)
Depreciation, depletion and amortization   (205) (245) (351) (236) (82) (94) (147) -   (1,360)
Impairment reversal, net   56 34 64 39 - - 21 -   214
Transfer to asset held for sale - Midwestern System (note 14c)   (56) (34) (64) (39) - - (21) -   (214)
Translation adjustment   348 370 128 75 151 26 78 201   1,377
Transfers   240 297 303 347 73 - 207 (1,467)   -
Balance at June 30, 2022   8,506 7,646 4,819 6,851 2,471 1,498 2,621 8,754   43,166
Cost   15,612 12,369 11,291 16,317 4,021 2,062 5,802 8,754   76,228
Accumulated depreciation   (7,106) (4,723) (6,472) (9,466) (1,550) (564) (3,181) -   (33,062)
Balance at June 30, 2022   8,506 7,646 4,819 6,851 2,471 1,498 2,621 8,754   43,166
                       
    Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Others Constructions in progress   Total
Balance at December 31, 2020   8,591 7,591 4,933 8,054 2,523 1,563 2,495 5,398   41,148
Additions (i)   - - - - - 45 - 2,151   2,196
Disposals   (2) (3) (12) - (1) - - (26)   (44)
Asset retirement obligation   - - - (237) - - - -   (237)
Depreciation, depletion and amortization   (227) (234) (334) (254) (79) (81) (127) -   (1,336)
Acquisition of NLC (note 14a)   235 456 102 - 2 33 2 92   922
Impairment, net   - - - - - - - (88)   (88)
Translation adjustment   264 271 138 237 93 11 80 229   1,323
Transfers   78 201 301 164 53 - 113 (910)   -
Balance at June 30, 2021   8,939 8,282 5,128 7,964 2,591 1,571 2,563 6,846   43,884
Cost   15,905 12,739 11,251 17,406 4,047 2,011 5,712 6,846   75,917
Accumulated depreciation   (6,966) (4,457) (6,123) (9,442) (1,456) (440) (3,149) -   (32,033)
Balance at June 30, 2021   8,939 8,282 5,128 7,964 2,591 1,571 2,563 6,846   43,884

 

(i) Includes capitalized interest.

24 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

Right-of-use assets (leases)

 

    December 31, 2021   Additions and contract modifications   Depreciation   Translation adjustment   June 30, 2022
Ports   680   1   (26)   7   662
Vessels   492   -   (22)   -   470
Pelletizing plants   215   15   (23)   14   221
Properties   84   13   (15)   6   88
Energy plants   49   -   (4)   -   45
Mining equipment   17   -   (4)   (1)   12
Total   1,537   29   (94)   26   1,498

 

Lease liabilities are presented in note 20.

 

 

17.       Financial and capital risk management

 

a) Effects of derivatives on the balance sheet

 

    Assets
    June 30, 2022   December 31, 2021
    Current   Non-current   Current   Non-current
Foreign exchange and interest rate risk                
CDI & TJLP vs. US$ fixed and floating rate swap   2   3   -   -
IPCA swap   50   -   41   -
Pre-dollar swap and forward transactions   66   55   20   9
Libor swap   23   30   1   11
    141   88   62   20
Commodities price risk                
Base metals products   54   35   28   -
Gasoil, Brent and freight   27   -   8   -
    81   35   36   -
Other   7   -   13   -
    7   -   13   -
Total   229   123   111   20

 

    Liabilities
    June 30, 2022   December 31, 2021
    Current   Non-current   Current   Non-current
Foreign exchange and interest rate risk                
CDI & TJLP vs. US$ fixed and floating rate swap   90   226   151   440
IPCA swap   1   77   6   113
Pre-dollar swap and forward transactions   10   65   57   38
Libor swap   -   -   -   1
    101   368   214   592
Commodities price risk                
Base metals products   64   -   27   -
Gasoil, Brent and freight   5   -   2   -
    69   -   29   -
Other   2   10   -   -
    2   10   -   -
Total   172   378   243   592

 

25 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

b) Net exposure

 

    June 30, 2022   December 31, 2021
Foreign exchange and interest rate risk        
CDI & TJLP vs. US$ fixed and floating rate swap   (311)   (591)
IPCA swap   (28)   (78)
Pre-dollar swap and forward transactions   46   (66)
Libor swap (i)   53   11
    (240)   (724)
Commodities price risk        
Base metals products   25   1
Gasoil, Brent and freight   22   6
    47   7
Other   (5)   13
    (5)   13
Total   (198)   (704)

 

(i) In March 2021, the UK Financial Conduct Authority (“FCA”), the financial regulator in the United Kingdom, announced the discontinuation of the LIBOR rate for all terms in pounds, euros, Swiss francs, yen and for terms of one week and two months in dollars at the end of December 2021 and the other terms at the end of June 2023. The Company has a multidisciplinary group dedicated to studying the rate transition and its potential impacts and is monitoring and advising various areas of Vale on the necessary initiatives.

 

c)       Effects of derivatives on the income statement

 

    Gain (loss) recognized in the income statement
    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Foreign exchange and interest rate risk                
CDI & TJLP vs. US$ fixed and floating rate swap   (121)   308   269   84
IPCA swap   (11)   57   66   22
Eurobonds swap   -   -   -   (28)
Pre-dollar swap and forward operations   (163)   426   198   221
Libor swap   7   (3)   42   7
    (288)   788   575   306
Commodities price risk                
Base metals products   16   -   9   (2)
Gasoil, Brent and freight   10   64   25   108
    26   64   34   106
Other   (8)   4   (18)   5
    (8)   4   (18)   5
Total   (270)   856   591   417

 

 

d)       Effects of derivatives on the cash flows

 

    Financial settlement inflows (outflows)
    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Foreign exchange and interest rate risk                
CDI & TJLP vs. US$ fixed and floating rate swap   (17)   (27)   (43)   (67)
IPCA swap   8   3   11   (65)
Eurobonds swap   -   -   -   (29)
Pre-dollar swap and forward operations   54   13   84   (62)
Libor swap   -   -   (1)   (1)
    45   (11)   51   (224)
Commodities price risk                
Base metals products   (93)   (1)   (178)   (8)
Gasoil, Brent and freight   6   72   9   92
    (87)   71   (169)   84
Other   -   -   -   1
Total   (42)   60   (118)   (139)

 

 

26 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

e) Hedge accounting

 

    Gain (loss) recognized in the other comprehensive income
    Three-month period ended June 30,   Six-month period ended June 30,
    2022   2021   2022   2021
Net investment hedge   (145)   202   74   42
Cash flow hedge (Thermal coal)   -   (7)   -   (7)
Cash flow hedge (Nickel and Palladium)   312   (28)   8   (19)

 

 

Cash flow hedge (Nickel)

 

    Notional (ton)         Fair value   Financial settlement Inflows (Outflows)   Value at Risk   Fair value by year
  June 30, 2022   December 31, 2021   Bought / Sold   Average strike (US$/ton) June 30, 2022   December 31, 2021   June 30, 2022   June 30, 2022   2022   2023
Nickel Revenue Hedge Program                                      
Forward   31,875   39,575   S   23,117 9   (26)   (188)   39   (63)   72
Total                 9   (26)   (188)   39   (63)   72

 

In 2022, the Company renewed its hedge nickel program due to the high volatility of nickel prices linked to future cash flows forecast for the period. In this program, hedging operations were executed, through forward contracts, to protect a portion of the projected volume of sales at floating, highly probable realization prices, guaranteeing prices above the average unit cost of nickel production for the protected volumes. The contracts are traded on the London Metal Exchange or over-the-counter market and the hedged item's P&L is offset by the hedged item’s P&L due to Nickel price variation.

 

 

Cash flow hedge (Palladium)

 

    Notional (t oz)           Fair value   Financial settlement Inflows (Outflows)   Value at Risk   Fair value by year
  June 30, 2022   December 31, 2021   Bought / Sold   Average strike (US$/t oz)   June 30, 2022   December 31, 2021   June 30, 2022   June 30, 2022   2022
Palladium Revenue Hedge Program                                    
Call Options   22,114   44,228   S   3,368   -   (1)   -   -   -
Put Options   22,114   44,228   B   2,436   13   26   6   5   13
Total                   13   25   6   5   13
                                     

 

27 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

f) 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
  June 30, 2022   December 31, 2021   Index   Average rate   June 30, 2022   December 31, 2021   June 30, 2022   June 30, 2022   2022   2023   2024+
CDI vs. US$ fixed rate swap                   (236)   (461)   (19)   32   (49)   (36)   (151)
Receivable   R$ 7,476   R$ 8,142   CDI   100.20%                            
Payable   US$ 1,750   US$ 1,906   Fix   2.50%                            
                                             
TJLP vs. US$ fixed rate swap                   (76)   (130)   (22)   5   (15)   (8)   (53)
Receivable   R$ 966   R$ 1,192   TJLP +   1.07%                            
Payable   US$ 250   US$ 320   Fix   3.32%                            
                                             
R$ fixed rate vs. US$ fixed rate swap                   2   62   4   55   -   16   (14)
Receivable   R$ 15,912   R$ 5,730   Fix   4.96%                            
Payable   US$ 3,043   US$ 1,084   Fix   -1.50%                            
                                             
IPCA vs. US$ fixed rate swap                   (78)   (118)   11   7   -   (4)   (74)
Receivable   R$ 1,402   R$ 1,508   IPCA +   4.54%                            
Payable   US$ 347   US$ 373   Fix   3.88%                            
                                             
IPCA vs. CDI swap                   50   40   -   -   50   -   -
Receivable   R$ 811   R$ 769   IPCA +   6.63%                            
Payable   R$ 1,350   R$ 1,350   CDI   98.76%                            
                                             
Forward   R$ 4,755   R$ 6,013   B   5.46   44   (4)   88   14   15   29   -

 

g) Protection program for Libor floating interest rate US$ denominated debt

 

    Notional           Fair value   Financial Settlement Inflows (Outflows)   Value at Risk Fair value by year
  June 30, 2022   December 31, 2021   Index   Average rate   June 30, 2022   December 31, 2021   June 30, 2022   June 30, 2022   2022   2023   2024+
Libor vs. US$ fixed rate swap                   53   11   (1)   3   8   30   15
Receivable   US$ 950   US$ 950   Libor   0.13%                            
Payable   US$ 950   US$ 950   Fix   0.48%                            

 

 

h) Protection for treasury volatility related to tender offer transaction

 

To reduce the volatility of the premium to be paid to investors for the tender offer transaction issued on June 9, 2022, treasury lock transactions were implemented and already settled.

 

    Notional         Fair value   Financial Settlement Inflows (Outflows)   Value at Risk Fair value by year
  June 30, 2022   December 31, 2021     Average rate   June 30, 2022   December 31, 2021   June 30, 2022   June 30, 2022   2022
Forwards   -   -     -   -   -   (8)   -   -

 

 

28 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

i) Protection program for product prices and input costs

 

 

    Notional           Fair value   Financial settlement Inflows (Outflows)   Value at Risk   Fair value by year
  June 30, 2022   December 31, 2021   Bought / Sold   Average strike (US$/bbl)   June 30, 2022   December 31, 2021   June 30, 2022   June 30, 2022   2022
Brent crude oil (bbl)                                    
Call options   8,493,000   762,000   B   118   26   7   9   9   26
Put options   8,493,000   762,000   S   82   (5)   (2)    -      2   (5)
                                     
Forward Freight Agreement (days)                                    
Freight forwards (days)   690   330   B   24,764   1   1   -   1   1

 

 

j) Other derivatives, including embedded derivatives in contracts

 

    Notional           Fair value   Financial settlement Inflows (Outflows)   Value at Risk   Fair value
  June 30, 2022   December 31, 2021   Bought / Sold   Average strike (US$/bbl)   June 30, 2022   December 31, 2021   June 30, 2022   June 30, 2022   2022+
Option related to a Special Purpose Entity “SPE” (quantity)
Call option   137,751,623   137,751,623   B   3.21   7   15   -   3   7
                                     
Embedded derivative in natural gas purchase agreement (volume/month)
Call options   746,667   729,571   S   233   (12)   (1)   -   8   (12)
                                     
Fixed price sales protection (ton)                                    
Nickel forwards   216   342   B   16,283   1   1   1   1   1
                                     
Hedge program for products acquisition for resale (tons)                                    
Nickel forwards   986   1,206   S   26,192   3   (1)   3   1   3

 

 

29 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

k) Sensitivity analysis of derivative financial instruments

 

The following tables present the potential value of the instruments given hypothetical stress scenarios for the main market risk factors that impact the derivatives positions. The scenarios were defined as follows:

 

- Probable: the probable scenario was defined as the fair value of the derivative instruments as of June 30, 2022.

- Scenario I: fair value estimated considering a 25% deterioration in the associated risk variables.

- Scenario II: fair value estimated considering a 50% deterioration in the associated risk variables.

 

Instrument   Instrument's main risk events   Probable   Scenario I   Scenario II
CDI vs. US$ fixed rate swap   R$ depreciation   (236)   (662)   (1,089)
    US$ interest rate inside Brazil decrease   (236)   (280)   (329)
    Brazilian interest rate increase   (236)   (279)   (322)
Protected item: R$ denominated liabilities   R$ depreciation    n.a.    -       -   
                 
TJLP vs. US$ fixed rate swap   R$ depreciation   (76)   (138)   (200)
    US$ interest rate inside Brazil decrease   (76)   (81)   (86)
    Brazilian interest rate increase   (76)   (87)   (96)
    TJLP interest rate decrease   (76)   (83)   (90)
Protected item: R$ denominated debt   R$ depreciation    n.a.    -       -   

 

               
R$ fixed rate vs. US$ fixed rate swap   R$ depreciation   2   (691)   (1,383)
    US$ interest rate inside Brazil decrease   2   (62)   (128)
    Brazilian interest rate increase   2   (171)   (327)
Protected item: R$ denominated debt   R$ depreciation    n.a.    -       -   
                 
IPCA swap vs. US$ fixed rate swap   R$ depreciation   (78)   (165)   (252)
    US$ interest rate inside Brazil decrease   (78)   (88)   (98)
    Brazilian interest rate increase   (78)   (97)   (115)
    IPCA index decrease   (78)   (89)   (99)
Protected item: R$ denominated debt   R$ depreciation    n.a.    -       -   
                 
IPCA swap vs. CDI swap   Brazilian interest rate increase   50   50   49
    IPCA index decrease   50   50   50
Protected item: R$ denominated debt linked to IPCA   IPCA index decrease    n.a.   (50)   (50)
                 
US$ floating rate vs. US$ fixed rate swap   US$ Libor decrease   53   34   15
Protected item: Libor US$ indexed debt   US$ Libor decrease   n.a.   (34)   (15)
                 
NDF BRL/USD   R$ depreciation   44   (142)   (328)
    US$ interest rate inside Brazil decrease   44   35   26
    Brazilian interest rate increase   44   18   (5)
Protected item: R$ denominated liabilities   R$ depreciation   n.a.    -       -   
                 
Instrument   Instrument's main risk events   Probable   Scenario I   Scenario II
Fuel oil protection                
Options   Price input decrease   21   (53)   (244)
Protected item: Part of costs linked to fuel oil prices   Price input decrease   n.a.   53   244
                 
Forward Freight Agreement                
Forwards   Freight price decrease   1   (4)   (8)
Protected item: Part of costs linked to maritime freight prices   Freight price decrease   n.a.   4   8
                 
Nickel sales fixed price protection                
Forwards   Nickel price decrease   1   -   (1)
Protected item: Part of nickel revenues with fixed prices   Nickel price decrease   n.a.   -   1
                 
Hedge program for products acquisition for resale (tons)                
Forwards   Nickel price increase   3   (4)   (10)
Protected item: Part of revenues from products for resale   Nickel price increase   n.a.   4   10
                 
Nickel Revenue Hedging Program                
Options   Nickel price increase   9   (170)   (349)
Protected item: Part of nickel revenues with fixed sales prices   Nickel price increase   n.a.   170   349
                 
Palladium Revenue Hedging Program                
Options   Palladium price increase   13   5   -
Protected item: Part of palladium future revenues   Palladium price increase   n.a.   (5)   -
                 
Option - SPCs   SPCs stock value decrease   7   -   -

 

 

30 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

 

Instrument   Main risks   Probable   Scenario I   Scenario II
Embedded derivatives - Gas purchase   Pellet price increase   (12)   (25)   (42)

 

l) 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.

 

 

    June 30, 2022   December 31, 2021
    Cash and cash equivalents and investment   Derivatives   Cash and cash equivalents and investment   Derivatives
Aa1   48   -   128   -
Aa2   385   7   285   15
Aa3   305   41   495   34
A1   847   46   1,145   3
A2   2,214   166   3,478   39
A3   1,720   46   1,518   20
Baa1   101   -   90   -
Baa2   15   -   10   -
Ba2 (i)   457   36   2,763   5
Ba3 (i)   1,115   3   1,988   -
Other   26   7   5   15
    7,233   352   11,905   131

 

(i) A substantial part of the balances is held with financial institutions in Brazil and, in local currency, they are deemed investment grade.

 

 

31 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

18.       Financial assets and liabilities

 

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:

 

    June 30, 2022   December 31, 2021
Financial assets   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 (note 20)   7,185   -   -   7,185   11,721   -   -   11,721
Short-term investments (note 20)   -   -   48   48   -   -   184   184
Derivative financial instruments (note 17a)   -   -   229   229   -   -   111   111
Accounts receivable (note 9)   391   -   1,757   2,148   703   -   3,211   3,914
    7,576   -   2,034   9,610   12,424   -   3,506   15,930
Non-current                                
Judicial deposits (note 25c)   1,328   -   -   1,328   1,220   -   -   1,220
Restricted cash (note 12)   81   -   -   81   117   -   -   117
Derivative financial instruments (note 17a)   -   -   123   123   -   -   20   20
Investments in equity securities (note 12)   -   6   -   6   -   6   -   6
    1,409   6   123   1,538   1,337   6   20   1,363
Total of financial assets   8,985   6   2,157   11,148   13,761   6   3,526   17,293
                                 
Financial liabilities                                
Current                                
Suppliers and contractors (note 11)   3,664   -   -   3,664   3,475   -   -   3,475
Derivative financial instruments (note 17a)   -   -   172   172   -   -   243   243
Loans, borrowings and leases (note 20)   935   -   -   935   1,204   -   -   1,204
Liabilities related to the concession grant (note 12a)   754   -   -   754   760   -   -   760
Other financial liabilities - Related parties (note 28)   171   -   -   171   393   -   -   393
Contract liability   487   -   -   487   566   -   -   566
    6,011   -   172   6,183   6,398   -   243   6,641
Non-current                                
Derivative financial instruments (note 17a)   -   -   378   378   -   -   592   592
Loans, borrowings and leases (note 20)   11,673   -   -   11,673   12,578   -   -   12,578
Participative stockholders' debentures (note 19)   -   -   3,219   3,219   -   -   3,419   3,419
Liabilities related to the concession grant (note 12a)   1,337   -   -   1,337   1,437   -   -   1,437
Financial guarantees (note 6a)   -   -   105   105   -   -   542   542
    13,010   -   3,702   16,712   14,015   -   4,553   18,568
Total of financial liabilities   19,021   -   3,874   22,895   20,413   -   4,796   25,209

 

 

a) Hierarchy of fair value

 

    June 30, 2022   December 31, 2021
    Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total
Financial assets                                
Short-term investments (note 20)   48   -   -   48   184   -   -   184
Derivative financial instruments (note 17a)   -   345   7   352   -   118   13   131
Accounts receivable (note 9)   -   1,757   -   1,757   -   3,211   -   3,211
Investments in equity securities (note 12)   6   -   -   6   6   -   -   6
    54   2,102   7   2,163   190   3,329   13   3,532
                                 
Financial liabilities                                
Derivative financial instruments (note 17a)   -   550   -   550   -   835   -   835
Participative stockholders' debentures (note 19)   -   3,219   -   3,219   -   3,419   -   3,419
Financial guarantees (note 6)   -   105   -   105   -   542   -   542
    -   3,874   -   3,874   -   4,796   -   4,796

 

There were no transfers between levels 1, 2 and 3 of the fair value hierarchy during the periods presented.

a.i) Changes in Level 3 assets and liabilities during the period

 

32 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

    Derivative financial instruments
    Financial assets   Financial liabilities
Balance at December 31, 2021   13   -
Losses recognized in the income statement   (6)   -
Balance at June 30, 2022   7   -

 

b) Fair value of loans and borrowings

 

    June 30, 2022   December 31, 2021
    Carrying amount   Fair value   Carrying amount   Fair value
Quoted in the secondary market:                
 Bonds   6,158   6,241   7,448   9,151
Debentures   399   411   387   387
Debt contracts in Brazil in:                
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI   317   318   354   449
R$, with fixed interest   6   6   13   -
Basket of currencies and bonds in US$ indexed to LIBOR   -   -   11   11
Debt contracts in the international market in:                
US$, with variable and fixed interest   3,912   3,629   3,615   3,231
Other currencies, with variable interest   10   10   87   54
Other currencies, with fixed interest   94   95   107   117
Total   10,896   10,710   12,022   13,400

 

 

19. Participative stockholders’ debentures

 

At the time of its privatization in 1997, the Company issued a total of 388,559,056 debentures to then-existing stockholders, including the Brazilian Government. The debentures’ terms were set to ensure that pre-privatization stockholders would participate in potential future benefits that might be obtained from exploration of mineral resources. This obligation related to the debentures will cease when all the relevant mineral resources are exhausted, sold or otherwise disposed of by the Company.

 

Holders of participative stockholders’ debentures have the right to receive semi-annual payments equal to an agreed percentage of revenues less value-added tax, transport fee and insurance expenses related to the trading of the products, derived from these mineral resources. On April 1, 2022, the Company made available for withdrawal as remuneration the amount of US$235 for the second semester of 2021, as disclosed on the “Shareholders’ debentures report” made available on the Company’s website.

 

To calculate the fair value of the liability, the Company uses the weighted average price of trades in the secondary market for the last month of the quarter. The average price decreased from R$49.10 per debenture for the year ended December 31, 2021, to R$43.39 per debenture for the period ended June 30, 2022, resulting in a gain of US$288 recorded in the income statement for the six-month period ended June 30, 2022. As of June 30, 2022, the liability was US$3,219 (US$3,419 as of December 31, 2021).

 

20.       Loans, borrowings, leases, cash and cash equivalents and short-term investments

 

a)      Net debt

 

The Company evaluates the net debt with the objective of ensuring the continuity of its business in the long term.

 

    June 30, 2022   December 31, 2021
Debt contracts   11,031   12,180
Leases   1,577   1,602
Total of loans, borrowings and leases   12,608   13,782
         
(-) Cash and cash equivalents   7,185   11,721
(-) Short-term investments   48   184
Net debt   5,375   1,877

 

 

33 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

b) Cash and cash equivalents

 

Cash and cash equivalents include cash, immediately redeemable deposits, and short-term investments with an insignificant risk of change in value and readily convertible to cash, being US$3,389 (US$6,714 in 2021) denominated in R$, indexed to the CDI, US$2,993(US$4,769 in 2021) denominated in US$ and US$803 (US$238 in 2021) denominated in other currencies as of June 30, 2022.

 

c) Short-term investments

 

As of June 30, 2022, the balance of US$48 (US$184 as of December 31, 2021) substantially comprises investments in exclusive investment fund immediately liquidity, whose portfolio is composed of committed transactions and Financial Treasury Bills (“LFTs”), which are floating-rate securities issued by the Brazilian government.

 

d) Loans, borrowings, and leases

 

i) Total debt

 

        Current liabilities   Non-current liabilities
    Average interest rate (i)   June 30, 2022   December 31, 2021   June 30, 2022   December 31, 2021
Quoted in the secondary market:                    
US$ Bonds   6.00%   -   -   6,158   7,448
R$ Debentures (ii)   11.41%   202   186   197   201
Debt contracts in Brazil in (iii):                    
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI   10.93%   64   95   253   259
R$, with fixed interest   2.78%   6   12   -   1
Basket of currencies and bonds in US$ indexed to LIBOR   -   -   11   -   -
Debt contracts in the international market in:                    
US$, with variable and fixed interest   3.12%   354   479   3,558   3,136
Other currencies, with variable interest   4.10%   -   77   10   10
Other currencies, with fixed interest   3.58%   12   12   82   95
Accrued charges       135   158   -   -
Total       773   1,030   10,258   11,150

 

(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable as of June 30, 2022.

(ii) The Company has debentures in Brazil that were raised with BNDES for infrastructure investment projects.

(iii) The Company contracted derivatives to mitigate the exposure to changes in cash flows of debt contracted in Brazil, resulting in an average cost of 3.46% per year in US$.

 

Future flows of debt payments, principal and interest

 

    Principal  

Estimated future

interest payments (i)

2022   568   276
2023   105   563
2024   611   531
2025   152   484
Between 2026 and 2030   3,536   1,610
2031 onwards   5,924   2,376
Total   10,896   5,840

 

(i) Based on interest rate curves and foreign exchange rates applicable as of June 30, 2022 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 financial statements.

 

Covenants

 

Some of the Company’s debt agreements with lenders contain financial covenants. The primary financial covenants in those agreements require maintaining certain ratios, such as debt to EBITDA, which is defined in note 4, and interest coverage. The Company did not identify any instances of noncompliance as of June 30, 2022.

 

34 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

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, 2021   7,974   380   3,826   12,180
Additions   -   -   625   625
Repayments   (1,317)   (174)   (337)   (1,828)
Interest paid (i)   (388)   (37)   (31)   (456)
Cash flow from financing activities   (1,705)   (211)   257   (1,659)
                 
Effect of exchange rate   71   77   (76)   72
Interest accretion   318   89   31   438
Non-cash changes   389   166   (45)   510
                 
June 30, 2022   6,658   335   4,038   11,031

 

(i) Classified as cash flow due to operational activities.

 

Funding and repayments

 

In January 2022, the Company contracted two credit lines of US$425 with The Bank of Nova Scotia, indexed to Libor and maturing in 2027. The Company prepaid US$200 of a line of credit maturing in 2023 with the same bank.

 

In May 2022, the Company contracted the credit line of US$200 with MUFG Bank indexed to Secured Overnight Financing Rate (“SOFR”) and maturing in 2027.

 

In January 2021, the Company contracted the credit line of US$300 with The New Development Bank maturing in 2035 and indexed to Libor + 2.49% per year.

 

 

Bond tender offers

 

In June 2022, the Company repurchased US$1,291 of its Bonds and paid a premium of US$113, which has been recorded and is presented as “Bond premium repurchase” under the financial results for the six-month period ended June 30, 2022.

 

In March 2021, the Company redeemed all of its 3.750% bonds due January 2023, in the total amount of US$884 (EUR750 million) and paid a premium of US$63, which was recorded and is presented as “Bond premium repurchase” under the financial results for the six-month period ended June 30, 2021.

 

Lease liabilities

 

    December 31, 2021   Additions and contract modifications   Payments (i)   Interest   Transfer to liabilities held for sale   Translation adjustment   June 30, 2022
Ports   713   1   (36)   14   (17)   10   685
Vessels   489   -   (31)   9   -   (1)   466
Pelletizing plants   225   15   (2)   6   -   13   257
Properties   103   13   (22)   1   -   7   102
Energy plants   59   -   (3)   1   -   -   57
Mining equipment   13   -   (4)   1   -   -   10
Total   1,602   29   (98)   32   (17)   29   1,577
Current liabilities   174   -   -   -   -   -   162
Non-current liabilities   1,428   -   -   -   -   -   1,415
Total   1,602   -   -   -   -   -   1,577

 

(i) The total amount of the variable lease payments not included in the measurement of the lease liabilities for the six-month period ended June 30, 2022 was US$143 (2021: US$111).

 

Annual minimum payments and remaining lease term

 

The following table presents the undiscounted lease obligation by maturity date. The lease liability recognized in the balance sheet is measured at the present value of such obligations.

    2022   2023   2024   2025   2026 onwards   Total   Remaining contractual term (years)   Discount rate
Ports   34   65   64   63   743   969   2 to 21   3% to 6%
Vessels   32   62   60   59   345   558   3 to 11   3% to 4%
Pelletizing plants   50   50   41   41   117   299   2 to 11   2% to 5%
Properties   16   24   21   13   42   116   2 to 8   2% to 6%
Energy plants   3   6   6   6   55   76   8   4% to 6%
Mining equipment   1   4   3   3   1   12   2 to 6   2% to 6%
Total   136   211   195   185   1,303   2,030        

 

35 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

e) Guarantees

 

As of December 31, 2021, loans and borrowings were secured by property, plant and equipment in the amount of US$82, which ended as of June 30, 2022.

 

 

21.       Brumadinho dam failure

 

On January 25, 2019, a tailings dam (“Dam I”) failed at the Córrego do Feijão mine, in the city of Brumadinho, State of Minas Gerais. 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, including 4 victims still missing, and caused extensive property and environmental damage in the region.

 

As a result, on February 4, 2021, the Company entered into a Judicial Settlement for Integral Reparation (“Global Settlement”), which was under negotiations since 2019, with the State of Minas Gerais, the Public Defender of the State of Minas Gerais and the Federal and the State of Minas Gerais Public Prosecutors Offices, to repair the environmental and social damage resulting from the Dam I rupture.

 

Changes on the provisions in the period

 

    Consolidated
    December 31, 2021  

Operating

expense

  Present value adjustment   Disbursements   Translation adjustment   June 30, 2022
Global Settlement for Brumadinho                        
Payment obligations   1,427   -   76   (239)   107   1,371
Provision for socio-economic reparation and others   852   -   19   (30)   60   901
Provision for social and environmental reparation   705   -   68   (12)   37   798
    2,984   -   163   (281)   204   3,070
Commitments                        
Tailings containment and geotechnical safety   318   126   (1)   (44)   19   418
Individual indemnification   115   -   -   (46)   8   77
Other commitments   120   -   (1)   (12)   8   115
    553   126   (2)   (102)   35   610
                         
    3,537   126   161   (383)   239   3,680
                         
Current liabilities   1,156   -   -   -   -   1,060
Non-current liabilities   2,381   -   -   -   -   2,620
Liabilities   3,537   -   -   -   -   3,680
                         
Discount rate   8.08%                   8.75%
                         

 

The Company has incurred expenses, which have been recognized straight to the income statement, in relation to communication services, accommodation and humanitarian assistance, equipment, legal services, water, food aid, taxes, among others. In the three and six-month periods ended June 30, 2022, the Company incurred expenses in the amounts of US$154 and US$277, respectively (2021: US$185 and US$300, respectively).

 

a) Global Settlement for Brumadinho

 

The Global Agreement 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 rupture.

 

Measures (i) and (ii) will be carried out directly by the Company for an average period of 5 years. Although the agreement specifies an amount for each project, the project execution is under Vale's responsibility and changes in the original budget and deadlines may have an impact in the provision. In addition, despite the amount set by Global Settlement to carry out the environmental recovery actions, it has no cap due to the Company's legal obligation to fully repair the environmental damage caused by the dam rupture. Therefore, despite the fact Vale is monitoring this provision, the amount recorded could materially change depending on several factors that are not under the Company’s control.

36 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

b) Contingencies and other legal matters

 

(b.i) Public civil actions brought by the State of Minas Gerais and state public prosecutors for damages resulting from the rupture 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 preliminary injunctions ordering Vale to take specific remediation and reparation actions. As a result of the Global Settlement, the requests for the reparation of socio-environmental and socioeconomic damages caused by the dam rupture were substantially resolved. Indemnifications for individual damages was excluded from the Global Settlement, and the parties ratified the agreement with the Public Defendants of the State of Minas Gerais. Thus, the Company is continuing to enter into individual agreements.

(b.ii) Collective Labor Civil Action

In 2021, public civil actions were filed in the Betim Labor Court in the State of Minas Gerais, by a workers' union claiming the payment of compensation for death damages to own and outsourced employees, who died as a result of the rupture of Dam I. An initial sentence was published condemning Vale to pay US$191 thousand (R$1 million) per fatal victim. Vale is defending itself on the lawsuits and understands that the likelihood of loss is possible.

(b.iii) U.S. Securities putative class action suit

 

Vale is defending itself in a putative class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale. The Lead Plaintiff alleges that Vale made false and misleading statements or omitted to make disclosures concerning the risks of the operations of Dam I in the Córrego de Feijão mine and the adequacy of the related programs and procedures. Following the decision of the Court, in May 2020, that denied the Motion to Dismiss presented by the Company, the Discovery phase has started and is expected to be concluded in 2022.

 

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 putative class action already pending in the Eastern District of New York court, asserting virtually the same claims against the same defendants as those in the putative class case.

 

Based on the evaluation of the Company's legal counsel and given the very preliminary stage, the expectation of loss of these processes is classified as possible. However, considering the initial stage of this putative class action, it is not possible at this time to reliably estimate the amount of a potential loss. The Plaintiff did not specify the amounts alleged in this demand.

 

(b.iv) Arbitration proceedings in Brazil filed by minority stockholders and a class association

 

In Brazil, Vale is a defendant in (i) one arbitration filed by 385 minority stockholders, (ii) two arbitrations filed by a class association allegedly representing all Vale’s minority stockholders, and (iii) three arbitrations filed by foreign investment funds.

 

In the six proceedings, the Claimants argue Vale was aware of the risks associated with the dam, and failed to disclose it to the stockholders, which would be required under the Brazilian applicable laws and the rules of Comissão de Valores Mobiliários (Securities and Exchange Commission in Brazil). Based on such argument, they claim compensation for losses caused by the decrease of the value of the shares.

 

Based on the assessment of the Company's legal advisors, 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$344 (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$745 (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.

 

37 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

(b.v) Investigations conducted by CVM and the Securities and Exchange Commission (“SEC”)

 

On April 28, 2022, SEC filed a suit against Vale alleging violations of U.S. securities laws arising from Vale’s disclosures about its dam safety management, including the dam at Brumadinho. The SEC could seek the imposition of civil monetary penalties, disgorgement and other relief within the SEC’s authority in a lawsuit filed in a federal court. Vale believes that its disclosures did not violate U.S. law and will contest such allegations. Considering that the lawsuit is in its initial phase, it is not yet possible to reliably estimate the amount of a possible loss to the Company.

 

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. Currently, it is not possible to reliably estimate the amount of a possible loss to the Company.

 

(b.vi) 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 an investigation on potential criminal liability for the Brumadinho dam rupture. The investigation has been sent to the Federal Public Prosecutors (“MPF”), which has not brought criminal charges against Vale. The MPF and the Brazilian Federal Police conducted a separate investigation into the causes of the dam rupture in Brumadinho, which may result in new criminal proceedings. Vale is defending itself against the criminal claims and is no possible to estimate when a decision will be issued.

 

c) Insurance

 

The Company is negotiating with insurers the payment of indemnification under its civil liability and Directors and Officers Liability Insurance. However, these negotiations are still in progress, therefore any payment of insurance proceeds will depend on the coverage definitions under these policies and assessment of the amount of loss. Due to uncertainties, no indemnification related to these insurers was recognized in these financial statements.

 

 

22.       Liabilities related to associates and joint ventures

 

a) Rupture of Samarco dam

 

In November 2015, the Fundão tailings dam owned by Samarco Mineração S.A. (Samarco) failed, releasing tailings downstream, flooding certain communities and causing impacts on communities and the environment along the Doce river. The rupture 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 June 2016, Samarco, Vale and BHPB created the Renova Foundation, a not-for-profit private foundation, to develop and implement (i) social and economic remediation and compensation programs and (ii) environmental remediation and compensation programs in the region affected by the dam rupture. The creation of Renova Foundation was provided for under the agreement for settlement and conduct adjustment (the ‘‘Framework Agreement’’) signed in March 2016 by Vale, BHPB, Samarco, the Brazilian federal government, the two Brazilian states affected by the rupture (Minas Gerais and Espírito Santo) and other governmental authorities.

 

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 (“Tac Gov Agreement”), improving the governance mechanism of Renova Foundation and establishing, among other things, a process for potential revisions to the remediation programs provided under the Framework Agreement.

 

Judicial recovery of Samarco

 

Under the Framework Agreement, the Tac Gov Agreement and Renova’s bylaws, Renova Foundation must be funded by Samarco, but to the extent that Samarco is unable to fund, Vale and BHPB must ratably bear the funding requirements Under the Framework Agreement.

 

38 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

In April 2021, Samarco announced the request for Judicial Reorganization (“RJ”) that was filed with the Minas Gerais Court to renegotiate its debt, which is held by bondholders abroad. The purpose of RJ is to restructure Samarco’s debts and establish an independent and sustainable financial position, allowing Samarco to keep working to resume its operations safely and to fulfill its obligations related to the Renova Foundation.

 

The RJ does not affect Samarco’s obligation to remediate and compensate the impacts of the Fundão tailings dam failure. However, as Samarco began the gradual resumption of operations in December 2020, it is not yet possible to reliably estimate when Samarco will generate cash to comply with its assumed obligation in the Framework Agreement. Thus, the liability recorded by Vale as of June 30, 2022 is recognized based on the assumption that Samarco does not have the capacity to generate cash enough to make all cash contributions to the Renova Foundation.

 

In addition, the ongoing discussions in the context of the RJ may lead to the loss of deductibility of part of the expenses incurred with the Renova Foundation and of the deferred taxes over the total provision, depending on the method determined for restructuring Samarco's debts. As of June 30, 2022, the exposure is US$1,565 (R$8,198 million), of which US$480 (R$2,516 million) are expenses already incurred and considered as part of the Company’s uncertain tax positions.

 

The Company is working in the perspective that the mechanisms resulting from the RJ will continue allowing the deductibility of these expenses. However, future decisions resulting from the negotiations regarding Samarco's capital structure, which are not under Vale's control, could materially change the deferred tax recognized by the Company.

 

b) Changes on the provisions in the period

 

    2022   2021
Balance at January 1,   3,112   2,074
Additional provision   89   560
Disbursements   -   (137)
Present value adjustment   (17)   (71)
Translation adjustment   202   65
Balance at June 30,   3,386   2,491
         
    June 30, 2022   December 31, 2021
Current liabilities   1,783   1,785
Non-current liabilities   1,603   1,327
Liabilities   3,386   3,112

 

c) Renova

During the second quarter of 2022, Renova Foundation reviewed the assumptions used on the preparation of the estimates incorporated into the mitigation and compensation programs mainly due recent judicial decisions increasing the scope of some TTAC programs. The periodic review, resulted in an additional provision of US$89 (2021: US$560), which corresponds to its portion of the responsibility to support Renova Foundation.

 

d) Germano Dam

 

In addition to the Fundão tailings dam, Samarco owns the Germano dam, which was also built under the upstream method and has been inactive since the Fundão dam rupture. Due to the safety requirements set by the Brazilian National Mining Agency (“Agência Nacional de Mineração – ANM”), Samarco prepared a project for the de-characterization of this dam, resulting in a provision for the de-characterization of the Germano tailings dam. As of June 30, 2022, Vale has a provision for de-characterization of Germano tailings dam in the amount of US$195 (2021: US$202).

 

e) Samarco’s working capital

 

In addition to the provision, Vale S.A. made available US$21 during the six-month period ended June 30, 2021, which was fully used to fund Samarco’s working capital. This amount was recognized in Vale´s income statement as an expense in “Equity results and other results in associates and joint ventures”. In 2022, Vale was not required to fund Samarco’s working capital.

 

39 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

f) Contingencies related to Samarco accident

 

These proceedings include public civil actions brought by Brazilian authorities and multiple proceedings involving claims for significant amounts of damages and remediation measures. The Framework Agreements represents a model for the settlement of the public civil action brought by the MPF and other related proceedings. There are also putative securities class actions in the United States against Vale and some of its current and former officers and a criminal proceeding in Brazil. The main updates regarding the lawsuits in the period were as follows:

 

(f.i) Public Civil Action filed by the Federal Government and others and public civil action filed by the Federal Public Prosecutors ("MPF")

 

The Tac Gov Agreement estates a possible renegotiation of Renova Foundation's reparation programs upon the completion of studies carried by specialists. This issue motivated the request for the resumption of the Public Civil Action, by the MPF.

 

In October 2020, the MPF requested the resumption of its public civil action of US$30 billion (R$155 billion), due to a difficulty in hiring of technical advisors. Discussion for the renegotiation began in April 2021, and a letter of principles was finalized and signed in June 2021 by the companies Vale, BHPB and Samarco, as well as representatives of the Government and various Justice Institutions.

 

During the current quarter, the Company has made significant progress in the negotiations with the relevant authorities to sign an agreement which would provide a stable framework for the execution of reparation and compensation programs. Although it is not possible to determine at this time, the Company expects to reach an agreement in the foreseeable future and, based on the current terms under discussion, it would not result in any additional provision.

(f.ii) Criminal proceeding

 

In September 2019, the federal court of Ponte Nova dismissed all criminal charges against Vale representatives relating to the first group of charges, which concerns the results of the Fundão dam failure, remaining only the legal entity in the passive pole. The second group of charges against Vale S.A. and one of the Company’s employees, which concerns the accusation of alleged crimes committed against the Environmental Public Administration, remained unchanged. The Company cannot estimate when a final decision on the case will be issued.

 

g) Insurance

 

Since the Fundão dam rupture, the Company negotiated with insurers the indemnification payments based on its general liability policies. As of June 30, 2021, the Company received US$33, which was recorded as a gain in the income statement as “Equity results and other results in associates and joint ventures”. The Company did not receive any further insurance in 2022 and does not expect to receive any material amounts in the future.

 

 

23.       Provision for de-characterization of dam structures and asset retirement obligations

 

The Company is subject to laws and regulations that requires the decommissioning of the assets and mines sites at the end of the operation and, therefore, decommissioning expenditures are incurred predominantly when the Company ceases the operating activities. Depending on the geotechnical characteristics of the structures, the Company is required to de-characterize the structures, as described below.

 

a) De-characterization of upstream and centerline geotechnical structures

 

As a result of the Brumadinho dam rupture (note 21), the Company has decided to speed up the plan to “de-characterize” all of its tailings dams built under the upstream method, certain “centerline structures” and dikes, located in Brazil. The Company also operates tailings dams in Canada, including upstream compacted dams, however, there are no safety, technical or regulatory reasons for these dams to be de-characterized. Therefore, these dams will be decommissioned using other methods, thus, the provision to execute decommissioning of dams in Canada is recognized as “Asset retirement obligations and environmental obligations”, presented in item (b) below.

 

In September 2020, the federal government enacted Law no. 14,066, which modified the National Dam Safety Policy (Law no. 12,334/2020), reinforcing the prohibition of constructing and raising upstream dams in Brazil. The statute also requires companies to de-characterize the structures built using the upstream method by 2022, or by a later date if it is proven that the de-characterization is not technically feasible by 2022. A substantial part of the Company's de-characterization projects will be completed in 15 years, which exceeds the date established in the regulation due to the characteristics and safety levels of the Company's geotechnical structures.

40 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

Thus, in February 2022, the Company filed with the relevant bodies a request for an extension to perform the projects and, as a result, signed a Term of Commitment establishing legal and technical certainty for the process of de-characterization of the upstream dams, considering that the deadline defined was technically unfeasible, especially due to the necessary actions to increase safety during the works. With the signing of the agreement, the Company recorded an additional provision of US$37 to make investments in social and environmental projects over a period of 8 years.

 

Changes on the provisions in the period

 

    2022   2021
Balance at January 1,   3,523   2,289
Additional provision   37   -
Disbursements   (152)   (163)
Present value adjustment   (104)   (43)
Translation adjustment   240   72
Balance at June 30,   3,544   2,155
         
    June 30, 2022   December 31, 2021
Current liabilities   474   451
Non-current liabilities   3,070   3,072
Liabilities   3,544   3,523

 

In addition, due to the de-characterization projects, the Company has suspended some operations due to judicial decisions or technical analysis performed by Vale on its upstream dam structures located in Brazil. The Company has been recording losses in relation to the operational stoppage and idle capacity of the ferrous mineral segment in the amounts of US$161 for the period ended June 30, 2022 (2021: US$193). The Company is working on legal and technical measures to resume all operations at full capacity.

 

b) Asset retirement obligations and environmental obligations

 

    Liability   Discount rate    
    June 30, 2022   December 31, 2021   June 30, 2022   December 31, 2021   Cash Flow duration
Liability by geographical area                    
Brazil   1,382   1,398   6.01%   5.48%   2119
Canada   1,602   2,727   1.31%   0.00%   2151
Oman   123   123   4.21%   3.03%   2035
Indonesia   70   77   4.48%   4.20%   2061
Other   209   255   0.01 - 2.23%   0.00 - 7.79%   -
    3,386   4,580            

 

Changes on the provisions in the period

 

    2022   2021
    Asset retirement obligations   Environmental obligations   Total   Asset retirement obligations   Environmental obligations   Total
Balance at January 1,   4,283   297   4,580   4,220   302   4,522
Present value adjustment (i)   (1,159)   (4)   (1,163)   (213)   13   (200)
Disbursements   (42)   (28)   (70)   (22)   (17)   (39)
Revisions on projected cash flows   40   (1)   39   -   -   -
Translation adjustment   33   18   51   92   11   103
Transfer to assets held for sale (note 14)   (49)   (2)   (51)   -   -   -
Balance at June 30,   3,106   280   3,386   4,077   309   4,386
                         
                         
    June 30, 2022   December 31, 2021
    Asset retirement obligations   Environmental obligations   Total   Asset retirement obligations   Environmental obligations   Total
Current   106   112   218   72   98   170
Non-current   3,000   168   3,168   4,211   199   4,410
Liability   3,106   280   3,386   4,283   297   4,580

 

(i) Mainly refers to the increase in the discount rate of the asset retirement obligation in Canada, which increased from 0.00% to 1.31% in the six-month period ended June 30, 2022. The adjustment in provision was recorded as the property, plant and equipment (note 16).

 

41 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

c) Financial guarantees

 

The Company has issued letters of credit and surety bonds of US$604 as of June 30, 2022 (2021: US$605), in connection with the asset retirement obligations for its Base Metals operations.

 

 

24.        Provisions

 

    Current liabilities   Non-current liabilities
    June 30, 2022   December 31, 2021   June 30, 2022   December 31, 2021
Provisions for litigation (note 25)   109   93   1,124   1,012
Employee post-retirement obligations (note 26)   106   99   1,353   1,533
Payroll, related charges and other remunerations   574   816   -   -
Onerous contracts   46   37   -   874
    835   1,045   2,477   3,419

 

 

25.       Litigations

 

The Company is 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.

 

a)        Provision for legal proceedings

 

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 - Mainly refers to the 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 stockholders’ equity (“JCP”) from the PIS and COFINS tax base. The amount reserved for this proceeding as of June 30, 2022 is US$440 (2021: US$402). This proceeding is guaranteed by a judicial deposit in the amount of US$509 recorded as of June 30, 2022 (2021: US$463).

 

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.

 

42 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

 

    Tax litigation   Civil litigation   Labor litigation   Environmental litigation   Total of litigation provision
Balance at December 31, 2021   456   284   358   7   1,105
Additions and reversals, net   2   24   32   6   64
Payments   (1)   (26)   (25)   -   (52)
Indexation and interest   14   28   14   -   56
Translation adjustment   29   15   25   1   70
Held for sale (note 14)   (1)   (7)   (2)   -   (10)
Balance at June 30, 2022   499   318   402   14   1,233
Current liabilities   15   23   64   6   108
Non-current liabilities   484   295   338   8   1,125
    499   318   402   14   1,233
                     
    Tax litigation   Civil litigation   Labor litigation   Environmental litigation   Total of litigation provision
Balance at December 31, 2020   485   260   335   11   1,091
Additions and reversals, net   (2)   (1)   46   1   44
Payments   -   (15)   (29)   (4)   (48)
Indexation and interest   3   10   23   -   36
Acquisition of NLC (note 14a)   -   1   5   -   6
Translation adjustment   19   11   17   -   47
Balance at June 30, 2021   505   266   397   8   1,176
Current liabilities   9   17   76   -   102
Non-current liabilities   496   249   321   8   1,074
    505   266   397   8   1,176

 

 

b)       Contingent liabilities

 

    June 30, 2022   December 31, 2021
Tax litigations   6,180   5,177
Civil litigations   1,392   1,503
Labor litigations   530   516
Environmental litigations   1,052   954
Total   9,154   8,150

 

In addition, as reported in the annual financial statements for 2021, the Company is a counterparty in several actions and the main updates on contingent liabilities since then, are discussed as follows:

 

(b.i) Tax proceedings - PIS/COFINS

 

The Company is a party to several collections related to the alleged improper use of PIS and COFINS credits (federal taxes levied on the companies' gross revenue). Brazilian tax legislation authorizes taxpayers to use PIS and COFINS tax credits, such as those referring to the acquisition of inputs for the production process and other items. The tax authorities mainly claim that (i) some credits were not related to the production process, and (ii) the right to use the tax credits was not adequately proven. In the current period the Company received new proceedings in the amount of US$395 (R$2,070 million), for which the likelihood of loss is deemed possible.

 

(b.ii) Tax proceedings - Value added tax on services and circulation of goods (“ICMS”)

 

Vale is engaged in several administrative and court proceedings relating to additional charges of ICMS by the tax authorities of different Brazilian states. In each of these proceedings, the tax authorities claim that (i) use of undue tax credit; (ii) failing to comply with certain accessory obligations; (iii) the Company is required to pay the ICMS on acquisition of electricity (iv) operations related to the collection of tax rate differential (“DIFAL”) and (v) incidence of ICMS on its own transportation. During 2022, the Company received new proceedings in the amount of US$86 (R$453 million), for which the likelihood of loss is deemed possible.



43 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

c) Judicial deposits

 

    June 30, 2022   December 31, 2021
Tax litigations   1,042   957
Civil litigations   118   100
Labor litigations   143   141
Environmental litigations   25   22
Total   1,328   1,220

 

d) Guarantees contracted for legal proceedings

 

In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted US$2.2 billion in guarantees for its lawsuits, as an alternative to judicial deposits.

 

 

26.       Employee post-retirement obligations

 

a) Long-term incentive programs

 

The Company has long-term reward mechanisms that include the Matching Program and the Performance Shares Units (“PSU”) for eligible executives to retain and stimulate their performance.

 

On March 30, 2022, a new Matching program started and the fair value estimate was based on the Company's share price and their respective ADRs at the grant date, which was R$95.87 and US$20.03 per share. The Company will grant 1,437,588 shares for the new cycle (2021: 1,046,255 shares). The fair value of the program will be recognized on a straight-line basis over the required three-month period of service, net of estimated losses.

 

b) Reconciliation of assets and liabilities recognized in the balance sheet

 

     
    June 30, 2022   December 31, 2021
    Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Balance at beginning of the period   919   -   -   864   -   -
Interest income   5   -   -   58   -   -
Changes on asset ceiling   240   -   -   60   -   -
Translation adjustment   59   -   -   (63)   -   -
Balance at end of the period   1,223   -   -   919   -   -
                         
Amount recognized in the balance sheet
Present value of actuarial liabilities   (5,386)   (621)   (1,175)   (2,833)   (3,983)   (1,428)
Fair value of assets   6,609   337   -   3,752   3,779   -
Effect of the asset ceiling   (1,223)   -   -   (919)   -   -
Liabilities   -   (284)   (1,175)   -   (204)   (1,428)
                         
Current liabilities   -   (41)   (65)   -   (47)   (52)
Non-current liabilities   -   (243)   (1,110)   -   (157)   (1,376)
Liabilities   -   (284)   (1,175)   -   (204)   (1,428)

 

 

44 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

27. Stockholders’ equity

 

a)       Share capital

 

As of June 30, 2022, the share capital was US$61,614 corresponding to 4,999,040,063 shares issued and fully paid without par value.

 

    June 30, 2022
Stockholders   Common shares   Golden shares   Total
Shareholders with more than 5% of total capital   1,319,727,671   -   1,319,727,671
Previ   411,270,356   -   411,270,356
Capital World Investors   319,508,101   -   319,508,101
Blackrock, Inc   302,602,159   -   302,602,159
Mitsui&co   286,347,055   -   286,347,055
Free floating   3,271,534,308   -   3,271,534,308
Golden shares   -   12   12
Total outstanding (without shares in treasury)   4,591,261,979   12   4,591,261,991
Shares in treasury   407,778,072   -   407,778,072
Total capital   4,999,040,051   12   4,999,040,063

 

b) Cancellation of treasury shares

 

On February 24, 2022, the Board of Directors approved the cancellation of 133,418,347 common shares issued by the Company and held in treasury, without reducing the value of its share capital. The effect of US$2,830 was recorded in shareholders' equity as “Treasury shares used and cancelled” for the six-month period ended June 30, 2022.

 

On July 28, 2022 (subsequent event), the Board of Directors approved the cancellation of 220,150,800 common shares issued by the Company and held in treasury, without reducing the value of its share capital.

 

c) Remuneration approved

 

On February 24, 2022, the Board of Directors approved the remuneration to shareholders in the amount of US$3,500, which was fully paid on March 16, 2022.

 

On July 28, 2022 (subsequent event), the Board of Directors approved the stockholder’s remuneration in the total amount of US$3,000, which will be paid in September 2022.

 

On February 25, 2021, based on the Company’s dividends policy, the Board of Directors approved the stockholder’s remuneration in the amount of US$3,972, which was fully paid on March 15, 2021.

 

On June 17, 2021, the Board of Directors approved an additional stockholder’s remuneration in the total amount of US$2,200, which was fully paid on June 30, 2021.

 

d) Share buyback

 

In 2021, the Board of Directors approved a share buyback program to repurchase 470,000,000 common shares up to 18 months. These programs were concluded and the Company repurchased 178,815,500 common shares and their respective ADRs during the six-month period ended June 30, 2022, corresponding to US$3,251, of which US$1,750 were acquired through wholly owned subsidiaries and US$1,501 by the Parent Company (2021: 93,088,200 shares, corresponding to US$2,004). As of June 30, 2022, the subsidiaries hold 189,153,851 shares, corresponding to US$3,290, and the remaining shares were transferred to the Parent Company.

On May 16, 2022, the Company approved a new share buyback program to repurchase 500,000,000 common shares and their respective ADRs over the next 18 months. During the six-month period ended June 30, 2022, the Company repurchased 70,443,798 common shares and their respective ADRs, corresponding to US$1,133, of which US$606 were acquired through wholly owned subsidiaries and US$527 by the Parent Company.

 

 

 

45 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

28.        Related parties

 

The Company’s related parties are subsidiaries, joint ventures, associates, stockholders 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.

 

a)       Transactions with related parties

 
    Three-month period ended June 30,
    2022   2021
    Net operating revenue   Cost and operating expenses   Financial result   Net operating revenue   Cost and operating expenses   Financial result
Joint Ventures   140   (269)   (8)   180   (203)   (8)
     Companhia Siderúrgica do Pecém   126   -   4   180   -   (5)
     Aliança Geração de Energia S.A.   -   (28)   -   -   (22)   -
     Pelletizing companies (i)   -   (98)   (11)   -   (68)   (3)
     MRS Logística S.A.   (5)   (111)   -   -   (81)   -
     Norte Energia S.A.   -   (32)   -   -   (30)   -
     Other   19   -   (1)   -   (2)   -
Associates   83   (7)   2   67   (4)   -
     VLI   83   (7)   -   68   (4)   -
     Other   -   -   2   (1)   -   -
Major stockholders   79   -   (103)   61   -   185
    Bradesco   -   -   (103)   -   -   184
     Mitsui   79   -   -   61   -   -
    Banco do Brasil   -   -   -   -   -   1
Total of continuing operations   302   (276)   (109)   308   (207)   177
Discontinued operation - Coal (note 14)   -   -   -   -   (45)   2
Total   302   (276)   (109)   308   (252)   179

 

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

 
    Six-month period ended June 30,
    2022   2021
    Net operating revenue   Cost and operating expenses   Financial result   Net operating revenue   Cost and operating expenses   Financial result
Joint Ventures   275   (465)   (23)   341   (329)   (8)
     Companhia Siderúrgica do Pecém   255   -   (2)   339   -   (2)
     Aliança Geração de Energia S.A.   -   (53)   -   2   (50)   -
     Pelletizing companies (i)   -   (168)   (20)   -   (90)   (6)
     MRS Logística S.A.   1   (178)   -   -   (130)   -
     Norte Energia S.A.   -   (63)   -   -   (54)   -
     Other   19   (3)   (1)   -   (5)   -
Associates   146   (12)   (1)   127   (9)   (1)
     VLI   146   (12)   (1)   127   (9)   (1)
     Other   -   -   -   -   -   -
Major stockholders   157   -   182   114   -   82
    Bradesco   -   -   182   -   -   81
     Mitsui   157   -   -   114   -   -
    Banco do Brasil   -   -   -   -   -   1
Total of continuing operations   578   (477)   158   582   (338)   73
Discontinued operation - Coal (note 14)   -   -   -   -   (95)   15
Total   578   (477)   158   582   (433)   88

 

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

 

46 

Notes to the Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 
  

 

b)       Outstanding balances with related parties

 

    June 30, 2022 December 31, 2021
    Assets Assets
    Cash and cash equivalents   Accounts receivable     Dividends receivable, financial instruments and other assets Cash and cash equivalents   Accounts receivable   Dividends receivable, financial instruments and other assets
Joint Ventures   -   81     61 -   75   96
     Companhia Siderúrgica do Pecém   -   77     17 -   74   39
     Pelletizing companies (i)   -   -     - -   -   37
     MRS Logística S.A.   -   -     20 -   -   19
     Other   -   4     24 -   1   1
Associates   -   35     - -   18   3
     VLI   -   32     - -   16   -
     Other   -   3     - -   2   3
Major stockholders   296   3     37 1,825   4   5
    Bradesco   284   -     37 1,746   -   5
    Mitsui   -   3     - -   4   -
    Banco do Brasil   12   -     - 79   -   -
Pension plan   -   14     - -   12   -
Total   296   133     98 1,825   109   104

 

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

 

    June 30, 2022 December 31, 2021
    Liabilities Liabilities
    Supplier and contractors   Financial instruments and other liabilities Supplier and contractors   Financial instruments and other liabilities
Joint Ventures   205   171 70   393
     Pelletizing companies (i)   142   171 13   393
     MRS Logística S.A.   35   - 41   -
     Other   28   - 16   -
Associates   13   129 9   47
     VLI   7   129 6   47
     Other   6   - 3   -
Major stockholders   -   163 -   267
    Bradesco   -   163 -   265
    Mitsui   -   - -   2
Pension plan   10   - 10   -
Total   228   463 89   707

 

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

 

 

47 

  

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)  
   
 
Date: July 28, 2022