6-K 1 valedfbrgaap4q22_6k.htm FORM 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

 

February 2023

 

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-     .)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contents

 

Statement of Comprehensive Income 10
Statement of Cash Flows 11
Consolidated Statement of Financial Position 12
Consolidated Statement of Changes in Equity 13
Value Added Statement 14
1.   Corporate information 15
2.   Basis of preparation of financial statements 15
3.   Significant events in the current year 19
4.   Information by business segment and geographic area 20
5.     Costs and expenses by nature 25
6.    Financial results 26
7.   Streaming transactions 27
8.   Income taxes 28
9.   Basic and diluted earnings (loss) per share 33
10.   Cash flows reconciliation 33
11.   Accounts receivable 35
12.   Inventories 36
13.   Suppliers and contractors 37
14.   Other financial assets and liabilities 37
15.   Investments in subsidiaries, associates, and joint ventures 40
16.   Acquisitions and divestitures 44
17.   Intangibles 50
18.   Property, plant, and equipment 51
19.   Impairment reversal (impairment and disposals) of non-current assets 53
20.   Financial and capital risk management 56
21.   Financial assets and liabilities 65
22.   Participative shareholders’ debentures 68
23.   Loans, borrowings, leases, cash and cash equivalents and short-term investments 69
24.   Brumadinho dam failure 71
25.   Liabilities related to associates and joint ventures 74
26.   Provision for de-characterization of dam structures and asset retirement obligations 77
27.   Provisions 80
28.   Litigations 80
29.   Employee benefits 84
30.   Equity 94

 

 

 
 

 

31.   Related parties 97
32.   Commitments and guarantee 100

 

Independent auditor's report

on the parent company and

consolidated financial statements

 

 

To the Board of Directors and Shareholders

Vale S.A.

 

Opinion

 

We have audited the accompanying parent company financial statements of Vale S.A. (the "Company"), which comprise the statement of financial position as at December 31, 2022 and the income statement, statements of comprehensive income, changes in equity and cash flows for the year then ended, as well as the accompanying consolidated financial statements of Vale S.A. and its subsidiaries ("Consolidated"), which comprise the consolidated statement of financial position as at December 31, 2022 and the consolidated income statement, statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including significant accounting policies and other explanatory information.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vale S.A. and of Vale S.A. and its subsidiaries as at December 31, 2022, and the financial performance and the cash flows, as well as the consolidated financial performance and the consolidated cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

Basis for opinion

 

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Parent Company and Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the ethical requirements established in the Code of Professional Ethics and Professional Standards issued by the Brazilian Federal Accounting Council, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Key Audit Matters

 

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the parent company and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

3

 

 

 

 

 

Why it is a Key Audit Matter How the matter was addressed in the audit
   
Provisions for de-characterization of dams (Note 26 (a))  
   

Resulting from the Brumadinho dam failure, the Company has been working on the de-characterization of its tailing dams built under the upstream method, as well as certain “centerline structures” and dikes located in Brazil. The provision for the de-characterization of dams balance as of December 31, 2022 is R$ 17,627 million.

 

The provision for the de-characterization of dams involves a high degree of critical judgment by management, as well as high degree of complexity in the determination of engineering solutions and assumptions, as the referred dams and structures present different characteristics and are under different stages of project engineering maturity, some of them on the conceptual engineering phase.

 

The measurement of the provision takes into consideration the evaluation of several significant assumptions like: (i) volume of waste to be removed; (ii) location availability and distance for disposal of waste; (iii) engineering methods and solutions; (iv) security levels; (v) productivity of the equipment used; (vi) advances in geological studies and new hydrological information; (vii) discount rate update.

 

In addition, for the determination of the provision, the Company relies on specialized engineering and geology advisors to carry on specific aspects of the de-characterization process, which are relevant for the determination and confirmation of the solutions and significant assumptions, as well as in relation to the estimate of future costs.

 

Due to the nature of the measurement uncertainties of this provision, the amounts recorded and disclosed as of December 31, 2022, must be reviewed and could come to be changed significantly in future periods, as new facts and circumstances come to be known.

 

Accordingly, this matter remains an area of focus in our audit.

Our audit procedures included, among others, the update of our understanding and evaluation of the design and operating effectiveness of the significant internal controls put in place by management in relation to the recognition and monitoring of the provision for the de-characterization of dams and corresponding disclosures in the financial statements.

 

We have discussed with management regarding the technical engineering rationale and main assumptions used on the most relevant de-characterization projects, aiming to evaluate the reasonableness of the future costs estimate made by the Company’s management.

 

With the support of our engineering specialists we have evaluated the competency, ability and objectivity of the engineering and geology specialists engaged by management to support certain aspects of the de-characterization process.

 

We have obtained, on a sample basis, the supporting documentation of the costs incurred, and we have evaluated the reasonableness of the calculation models and the significant assumptions used in the engineering projects and technical alternatives, with the involvement of our engineering specialists.

 

As a result of the procedures performed, we consider that the criteria and assumptions adopted by the Company’s management for the aim to calculate and account for these provisions are reasonable and consistent with the information obtained during our audit work and with the disclosures made in the financial statements.

 

   
   
   
   
   

 4

 

 

 

 
Why it is a Key Audit Matter How the matter was addressed in the audit

 

Provision for tax contingencies (Notes 8 (e) and 28)

 
   

The Company and its subsidiaries have relevant tax matters under discussion at several procedural levels, for which, based on the opinion of their internal and external legal advisors, a provision for tax contingencies in the amount of R$ 3,008 million was recorded.

 

The definition of the provided amount mentioned above, as well as the contingent liabilities and uncertain tax positions disclosed depend on critical judgments by management regarding the settlement term, likelihood of loss and amount.

 

In addition, considering the significance of the amounts involved, any changes in estimates or assumptions, which influence the determination of the likelihood of loss, could have significant impacts on the Company's financial statements.

 

 

Accordingly, this matter was maintained as an area of focus in our audit.

 

Our audit procedures included, among others, the evaluation of the design and operating effectiveness of the significant internal controls related to the process of determining tax contingencies, as well as the assessment of significant information technology systems that support this process.

 

For tax positions related to income taxes, we met with management to discuss and evaluate the circumstances of the relevant matters in relation to the Interpretation ICPC 22/IFRIC 23, as well as to understand the internal controls related to the identification and monitoring of uncertainty tax treatments and measurement and recognition of the obligation, when applicable.

 

Based on the list provided by management, we requested and obtained confirmation from all the legal advisors, internal and external, who are responsible for the Company's tax claims, confirming amounts and estimates used by the Company's management.

 

Also, when applicable, for the most significant tax proceedings, we obtained the opinions of other tax advisors, aiming to assess the reasonableness of the estimates determined by the lawyers responsible for the respective claims, and analyze the arguments and case law adopted by the Company's legal advisors.

 

We consider that the criteria and assumptions adopted by management for determining provisions, as well as disclosures, are consistent with the assessment of legal advisors.

   

 5

 

 

Vale S.A

 

 

 

Other matters

 

Value Added Statement

 

The parent company and consolidated Value Added Statements for the year ended December 31, 2022, prepared under the responsibility of the Company's management and presented as supplementary information for IFRS purposes, were submitted to audit procedures performed in conjunction with the audit of the Company's financial statements. For the purposes of forming our opinion, we evaluated whether these statements are reconciled with the financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in Technical Pronouncement CPC 09 - " Value Added Statement". In our opinion, these Value Added Statements have been properly prepared in all material respects, in accordance with the criteria established in the Technical Pronouncement, and are consistent with the parent company and consolidated financial statements taken as a whole.

 

Other information accompanying the parent company and consolidated financial statements and the auditor's report

 

The Company's management is responsible for the other information that comprises the Management Report.

 

Our opinion on the parent company and consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.

 

In connection with the audit of the parent company and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of management and those charged with governance for the parent company and consolidated financial statements

 

Management is responsible for the preparation and fair presentation of the parent company and consolidated financial statements in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the parent company and consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

 

 6

 

 

Vale S.A

 

 

Auditor's responsibilities for the audit of the parent company and consolidated financial statements

 

Our objectives are to obtain reasonable assurance about whether the parent company and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

Identify and assess the risks of material misstatement of the parent company and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the parent company and consolidated financial statements, including the disclosures, and whether these financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the parent company and consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 7

 

 

Vale S.A

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

Rio de Janeiro, February 16, 2023

 

 

 

PricewaterhouseCoopers Patricio Marques Roche

Auditores Independentes Ltda. Contador CRC 1RJ081115/O-4

CRC 2SP000160/O-5

 

 8

 

 

 

Income Statement

In millions of Brazilian reais, except earnings per share

        Consolidated   Parent Company
        Year ended December 31,
    Notes   2022   2021   2020   2022   2021
Continuing operations                        
Net operating revenue   4(d)   226,508   293,524   206,098   141,510   220,109
Cost of goods sold and services rendered   5(a)   (124,195)   (117,267)   (90,948)   (61,518)   (59,140)
Gross profit       102,313   176,257   115,150   79,992   160,969
                         
Operating expenses                        
Selling and administrative   5(b)   (2,658)   (2,601)   (2,529)   (1,343)   (1,368)
Research and development       (3,411)   (2,964)   (2,151)   (1,663)   (1,477)
Pre-operating and operational stoppage   26   (2,466)   (3,467)   (4,517)   (2,344)   (2,609)
Equity results and others results from subsidiaries   15   -   -   -   41,110   13,729
Other operating expenses, net   5(c), 24 and 26   (8,901)   (16,591)   (31,218)   (8,768)   (16,407)
        (17,436)   (25,623)   (40,415)   26,992   (8,132)
Impairment reversal (impairment and disposals) of non-current assets, net   19   3,833   (2,352)   (6,968)   (1,056)   (398)
Operating income       88,710   148,282   67,767   105,928   152,439
                         
Financial income   6   2,685   1,822   1,570   1,830   1,063
Financial expenses   6   (6,156)   (6,787)   (5,954)   (6,430)   (6,556)
Other financial items, net   6   14,849   22,777   (19,768)   6,235   (1,928)
Equity results and other results in associates and joint ventures   15 and 25   1,616   (6,947)   (5,210)   1,616   (6,947)
Income before income taxes       101,704   159,147   38,405   109,179   138,071
                         
Income taxes   8   (15,185)   (25,320)   (4,627)   (13,255)   (16,843)
                         
Net income from continuing operations       86,519   133,827   33,778   95,924   121,228
Net income (loss) attributable to noncontrolling interests       413   591   (11)   -   -
Net income from continuing operations attributable to Vale's shareholders       86,106   133,236   33,789   95,924   121,228
                         
Discontinued operations   16(a)                    
Net income (loss) from discontinued operations       9,818   (12,484)   (8,875)   -   -
Loss attributable to noncontrolling interests       -   (476)   (1,799)   -   -
Net income (loss) from discontinued operations attributable to Vale's shareholders       9,818   (12,008)   (7,076)   -   -
                         
Net income       96,337   121,343   24,903   95,924   121,228
Net income (loss) attributable to noncontrolling interests       413   115   (1,810)   -   -
Net income attributable to Vale's shareholders       95,924   121,228   26,713   95,924   121,228
                         
Basic and diluted earnings per share attributable to Vale's shareholders:   9                    
Common share (R$)       20.67   24.18   5.21   20.67   24.18

 

As described in note 16(a), the coal segment is presented in these financial statements as a “discontinued operation”, therefore, the comparative financial information in the Income Statement were reclassified accordingly.

 

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

 9

 

 

 

Statement of Comprehensive Income

In millions of Brazilian reais

 

        Consolidated   Parent Company
        Year ended December 31,
    Notes   2022   2021   2020   2022   2021
Net income       96,337   121,343   24,903   95,924   121,228
Other comprehensive income (loss):                        
Items that will not be reclassified to income statement                        
Retirement benefit obligations   29   1,380   2,631   (436)   105   736
Fair value adjustment to investment in equity securities   21   -   2,188   641   -   1,812
Equity results   15   -   -   -   1,275   2,271
        1,380   4,819   205   1,380   4,819
                         
Items that may be reclassified to income statement                        
Translation adjustments       (7,696)   5,133   20,011   (7,666)   4,865
Net investment hedge   20   447   (646)   (2,732)   447   (646)
Cash flow hedge   20   50   47   (631)   (21)   -
Equity results   15   -   -   -   71   47
Reclassification of cumulative translation adjustment to income statement   15 and 16   (23,690)   (26,501)   (702)   (23,690)   (26,501)
        (30,889)   (21,967)   15,946   (30,859)   (22,235)
Total comprehensive income       66,828   104,195   41,054   66,445   103,812
                         
Comprehensive income (loss) attributable to noncontrolling interests       383   383   (3,056)   -   -
Comprehensive income attributable to Vale's shareholders       66,445   103,812   44,110        

 

Items above are stated net of tax and the related taxes are disclosed in note 8.

 

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

 

 

 10

 

 

 

Statement of Cash Flows

In millions of Brazilian reais

 

        Consolidated   Parent Company
        Year ended December 31,
    Notes   2022   2021   2020   2022   2021
Cash flow from operations   10(a)   95,793   178,815   99,171   74,232   155,528
Interest on loans and borrowings paid   10(c)   (4,067)   (3,820)   (3,911)   (4,432)   (4,795)
Cash received (paid) on settlement of derivatives, net   20   (425)   (1,118)   (280)   771   (1,083)
Payments related to Brumadinho event   24   (5,604)   (7,633)   (2,651)   (5,604)   (7,633)
Payments related to de-characterization of dams   26   (1,806)   (1,822)   (1,521)   (1,806)   (1,822)
Interest on participative shareholders' debentures paid   22   (1,835)   (2,317)   (1,000)   (1,835)   (2,317)
Income taxes (including settlement program)       (24,068)   (23,607)   (9,138)   (22,662)   (21,384)
Net cash generated by operating activities from continuing operations       57,988   138,498   80,670   38,664   116,494
Net cash generated (used) in operating activities from discontinued operations   16(a)   213   (1,732)   (5,462)   -   -
Net cash generated by operating activities       58,201   136,766   75,208   38,664   116,494
                         
Cash flow from investing activities:                        
Capital expenditures       (28,184)   (27,301)   (21,720)   (19,005)   (16,916)
Additions to investments   15(a)   (1)   (237)   (657)   (1,184)   (899)
Proceeds from the sale of investments, net   10(b)   3,062   3,835   2,120   863   6,094
Dividends received from associates and joint ventures   15   1,154   1,043   904   11,588   20,489
Short-term investment       1,309   2,671   (1,247)   896   519
Other investments activities, net       (982)   (2,823)   (2,965)   (7,427)   (12,412)
Net cash used in investing activities from continuing operations       (23,642)   (22,812)   (23,565)   (14,269)   (3,125)
Net cash used in investing activities from discontinued operations   16(a)   (534)   (12,476)   (669)   -   -
Net cash used in investing activities       (24,176)   (35,288)   (24,234)   (14,269)   (3,125)
                         
Cash flow from financing activities:                        
Loans and borrowings from third-parties   10(c)   6,764   5,165   34,023   2,016   3,226
Payments of loans and borrowings from third-parties   10(c)   (11,764)   (10,759)   (33,207)   (3,783)   (9,051)
Payments of leasing   23   (1,154)   (1,152)   (1,051)   (410)   (396)
Dividends and interest on capital paid to shareholders   30(d)   (34,092)   (73,112)   (18,637)   (34,092)   (73,112)
Dividends and interest on capital paid to noncontrolling interest       (65)   (175)   (72)   -   -
Shares buyback program   30(c)   (30,640)   (29,121)   -   (14,581)   (15,574)
Transactions with noncontrolling shareholders of PTVI   16(k)   -   -   1,560   -   -
Transactions with noncontrolling shareholders of MBR   16(m)   -   -   (579)   -   -
Net cash used in financing activities from continuing operations       (70,951)   (109,154)   (17,963)   (50,850)   (94,907)
Net cash used in financing activities from discontinued operations   16(a)   (54)   (72)   (78)   -   -
Net cash used in financing activities       (71,005)   (109,226)   (18,041)   (50,850)   (94,907)
                         
Increase (reduction) in cash and cash equivalents       (36,980)   (7,748)   32,933   (26,455)   18,462
Cash and cash equivalents in the beginning of the year       65,409   70,086   29,627   34,266   14,609
Effect of exchange rate changes on cash and cash equivalents       (3,657)   3,071   7,605   -   -
Cash and cash equivalents from subsidiaries sold, net   15   (61)   -   (79)   85   1,195
Cash and cash equivalents at end of the year       24,711   65,409   70,086   7,896   34,266

 

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

 

 11

 

 

 

Statement of Financial Position

In millions of Brazilian reais

        Consolidated   Parent Company
    Notes   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Assets                    
Current assets                    
Cash and cash equivalents   23   24,711   65,409   7,896   34,266
Short-term investments   23   320   1,028   15   906
Accounts receivable   11   22,537   21,840   47,380   47,912
Other financial assets   14   1,788   619   1,160   410
Inventories   12   23,386   24,429   7,817   7,246
Recoverable taxes   8(f)   6,639   4,809   5,270   3,519
Other       1,628   1,198   1,906   1,867
        81,009   119,332   71,444   96,126
Non-current assets held for sale   16   -   5,468   -   35
        81,009   124,800   71,444   96,161
Non-current assets                    
Judicial deposits   28(c)   6,338   6,808   6,092   6,543
Other financial assets   14   1,462   796   1,125   480
Recoverable taxes   8(f)   5,793   5,220   3,564   2,650
Deferred income taxes   8(a)   56,195   63,847   48,697   54,119
Other       5,316   3,604   2,579   894
        75,104   80,275   62,057   64,686
                     
Investments   15   9,381   9,771   122,573   143,640
Intangibles   17   53,421   50,287   36,640   29,440
Property, plant, and equipment   18   234,472   233,995   136,322   123,959
        372,378   374,328   357,592   361,725
Total assets       453,387   499,128   429,036   457,886

 

Liabilities                    
Current liabilities                    
Suppliers and contractors   13   23,278   19,393   14,248   10,603
Loans, borrowings and leases   23   2,552   6,720   1,098   3,415
Other financial liabilities   14   8,725   12,899   31,681   11,954
Taxes payable   8(f)   2,454   12,150   1,828   11,129
Settlement program ("REFIS")   8(d)   1,934   1,810   1,934   1,810
Liabilities related to associates and joint ventures   25   9,973   9,964   9,973   9,964
Provisions   27   5,402   5,830   3,932   4,019
Liabilities related to Brumadinho   24   4,926   6,449   4,926   6,449
De-characterization of dams and asset retirement obligations   26   3,450   3,468   2,954   3,126
Dividends payable   30   7,214   -   7,200   -
Other       2,570   4,153   2,608   2,744
        72,478   82,836   82,382   65,213
Liabilities associated with non-current assets held for sale   16   -   1,978   -   -
        72,478   84,814   82,382   65,213
Non-current liabilities                    
Loans, borrowings, and leases   23   63,778   70,189   16,062   16,520
Participative shareholders' debentures   22   14,218   19,078   14,218   19,078
Other financial liabilities   14   14,835   14,344   63,176   95,636
Settlement program ("REFIS")   8(d)   9,753   10,962   9,753   10,962
Deferred income taxes   8(a)   7,372   10,494   -   -
Provisions   27   12,759   19,082   8,141   7,496
Liabilities related to Brumadinho   24   12,356   13,288   12,356   13,288
De-characterization of dams and asset retirement obligations   26   34,019   41,753   23,421   23,658
Liabilities related to associates and joint ventures   25   7,355   7,407   7,355   7,407
Streaming transactions   7   8,411   9,927   -   -
Other       1,159   732   5,060   6,225
        186,015   217,256   159,542   200,270
Total liabilities       258,493   302,070   241,924   265,483
                     
Equity   30                
Equity attributable to Vale's shareholders       187,112   192,403   187,112   192,403
Equity attributable to noncontrolling interests       7,782   4,655   -   -
Total equity       194,894   197,058   187,112   192,403
Total liabilities and equity       453,387   499,128   429,036   457,886

 

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

 12

 

 

 

 

Statement of Changes in Equity

In millions of Brazilian reais

 

  Notes   Share capital   Capital reserve   Profit reserves   Treasury stocks Other reserves Cumulative translation adjustments Retained earnings   Equity attributable to Vale’s shareholders   Equity attributable to noncontrolling interests  

Total

equity

Balance at December 31, 2019     77,300   3,634   28,577   (6,520) (5,673) 64,162 -   161,480   (4,331)   157,149
Net income (loss)     -   -   -   - - - 26,713   26,713   (1,810)   24,903
Other comprehensive income     -   -   -   - (453) 17,850 -   17,397   (1,246)   16,151
Interest on capital of Vale's shareholders     -   -   (12,350)   - - - (6,342)   (18,692)   -   (18,692)
Dividends of noncontrolling interest     -   -   -   - - - -   -   (42)   (42)
Acquisitions and disposal of noncontrolling interest 16(k) and (m)   -   -   -   - (1,181) - -   (1,181)   2,559   1,378
Capitalization of noncontrolling interest advances     -   -   -   - - - -   -   71   71
Appropriation to undistributed retained earnings     -   -   20,371   - - - (20,371)   -   -   -
Treasury shares utilized     -   -   -   68 - - -   68   -   68
Balance at December 31, 2020     77,300   3,634   36,598   (6,452) (7,307) 82,012 -   185,785   (4,799)   180,986
Net income     -   -   -   - - - 121,228   121,228   115   121,343
Other comprehensive income     -   -   -   - 4,660 (22,076) -   (17,416)   268   (17,148)
Fair value reclassification of Mosaic shares 16(l)   -   -   -   - (2,911) - 2,911   -   -   -
Dividends and interest on capital of Vale's shareholders     -   -   (22,935)   - - - (43,834)   (66,769)   (148)   (66,917)
Acquisitions and disposal of noncontrolling interest 16(a)   -   -   -   - (1,666) - -   (1,666)   9,219   7,553
Appropriation to undistributed retained earnings     -   -   80,305   - - - (80,305)   -   -   -
Shares buyback program 30(c)   -   -   -   (29,121) - - -   (29,121)   -   (29,121)
Share-based payment program 29(c)   -   -   -   - 325 - -   325   -   325
Treasury shares used and canceled 30(b)   -   -   (6,347)   6,384 - - -   37   -   37
Balance at December 31, 2021     77,300   3,634   87,621   (29,189) (6,899) 59,936 -   192,403   4,655   197,058
Net income     -   -   -   - - - 95,924   95,924   413   96,337
Other comprehensive income     -   -   -   - 1,541 (31,020) -   (29,479)   (30)   (29,509)
Dividends and interest on capital of Vale's shareholders 30(d)   -   -   (17,849)   - - - (23,428)   (41,277)   -   (41,277)
Dividends of noncontrolling interest     -   -   -   - - - -   -   (36)   (36)
Acquisitions and disposal of noncontrolling interest (i) 16(a)   -   -   -   - - - -   -   2,780   2,780
Appropriation to undistributed retained earnings     -   -   72,496   - - - (72,496)   -   -   -
Shares buyback program 30(c)   -   -   -   (30,640) - - -   (30,640)   -   (30,640)
Treasury shares used and canceled 30(b)   -   -   (34,055)   34,154 - - -   99   -   99
Share-based payment program 29(c)   -   -   -   - 82 - -   82   -   82
Balance at December 31, 2022     77,300   3,634   108,213   (25,675) (5,276) 28,916 -   187,112   7,782   194,894

 

(i) Includes mainly the derecognition of noncontrolling interest due to the sale of coal operations in the amount of R$2,783 (US$585 million) (note 16a).

 

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

 

 13

 

 

 

Value Added Statement

In millions of Brazilian reais

 

 

    Consolidated   Parent Company  
    Year ended December 31,  
    2022   2021   2022   2021
Generation of value added                
Gross revenue                
Revenue from products and services   228,850   296,805   143,747   223,182
Revenue from the construction of own assets   8,405   9,684   6,652   4,348
Other revenues   1,922   2,684   1,357   1,912
Less:                
Cost of products, goods and services sold   (40,875)   (38,587)   (23,510)   (22,343)
Material, energy, third-party services and other   (51,861)   (46,797)   (18,849)   (14,598)
Impairment reversal (impairment and disposals) of non-current assets, net   3,833   (2,352)   (1,056)   (398)
Brumadinho event   (5,581)   (4,632)   (5,581)   (4,632)
De-characterization of dams   (375)   (9,747)   (375)   (9,747)
Other costs and expenses   (16,086)   (17,625)   (11,086)   (9,498)
Gross value added   128,232   189,433   91,299   168,226
Depreciation, amortization and depletion   (16,386)   (16,379)   (8,761)   (8,510)
Net value added   111,846   173,054   82,538   159,716
                 
Received from third parties                
Equity results from entities   1,616   (6,947)   42,726   6,782
Financial income   (606)   3,389   (1,029)   5,132
Total value added from continuing operations to be distributed   112,856   169,496   124,235   171,630
Value added from discontinued operations to be distributed   (1,733)   (15,637)   -   -
Total value added to be distributed   111,123   153,859   124,235   171,630
                 
Personnel and charges                
Direct compensation   6,944   6,874   3,818   4,207
Benefits   2,502   3,039   1,637   1,274
FGTS   461   425   414   402
Taxes and contributions                
Federal taxes   22,625   34,933   19,859   25,894
State taxes   4,461   2,973   3,970   3,424
Municipal taxes   138   141   78   86
Remuneration of third-party capital                
Interest (net derivatives and monetary and exchange rate variation)   (12,809)   (14,964)   (3,441)   12,163
Leasing   2,015   2,248   1,976   2,952
Remuneration of own capital                
Reinvested net income from continuing operations   86,106   133,236   95,924   121,228
Net income attributable to noncontrolling interest   413   591   -   -
Distributed value added from continuing operations   112,856   169,496   124,235   171,630
Distributed value added from discontinued operations   (1,733)   (15,637)   -   -
Distributed value added   111,123   153,859   124,235   171,630
                       

 

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

 

 14

 

 

 

1.Corporate information

 

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).

 

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, (iii) copper, used in the construction sector to produce pipes and electrical wires, and (iv)platinum, gold, silver, and cobalt as by-products of nickel and copper.

 

Most of the Company’s products are sold to international markets, through the Company's main trading Company, Vale International S.A. (“VISA”), a wholly owned subsidiary located in Switzerland. To outflow its production, Vale also operates a railroad and port logistics system in Brazil.

 

Additionally, Vale has equity investments and energy assets to reduce energy costs, minimize the risk of shortages and meet its energy consumption needs through renewable sources.

 

The Company also used to produce and sell thermal and metallurgical coal until April 2022, when Vale concluded the sale of this operation (note 16a). The results from the coal operation by the closing of the disposal process are presented in these financial statements as “discontinued operations”.

 

 

2.Basis of preparation of financial statements

 

The consolidated and individual financial statements of the Company (“financial statements”) have been prepared and are presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as implemented in Brazil by the Brazilian Accountant Pronouncements Committee ("CPC"), approved by the Brazilian Securities Exchange Commission ("CVM"). All relevant information for the preparation of these financial statements, and only this information, are presented and correspond to those used by the Company's Management.

The financial statements have been prepared on a historical cost basis and adjusted to reflect: (i) the fair value of certain financial assets and liabilities (including derivative instruments), as well as pension plans assets and (ii) assets impairment. Assets held for sale are measured at the lower of carrying amount and fair value less costs to sell.

 

These financial statements were authorized for issue by the Board of Directors on February 16, 2023.

a) Statement of Value Added

 

The presentation of the parent company and consolidated statements of value added is required by the Brazilian corporate legislation and the accounting practices adopted in Brazil for listed companies, while it is not required by IFRS. Therefore, under the IFRS, the presentation of such statements is considered supplementary information, and not part of the set of financial statements. The Statement of Value Added was prepared in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Value Added".

 

b) Principles for consolidation

 

The Company's financial statements reflect the assets, liabilities and transactions of the Parent Company and its direct and indirect subsidiaries (“subsidiaries”). Intercompany balances and transactions, which include unrealized profits, are eliminated. A list of the most relevant companies, including subsidiaries, associates and joint ventures, and the accounting policies applied in the preparation of the consolidated financial statements are described in note 15.

 

c) Functional currency and presentation currency

The functional currency of the Parent Company and its associates and joint ventures in Brazil, is the Brazilian real (“R$”), which is the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of direct subsidiaries operating in an international economic environment is the US dollar (“US$”).

 15

 

 

 

 

The income statement and cash flows statements of the investees, with a different functional currency from the Parent Company, are translated into Brazilian real at the average monthly exchange rate, the assets and liabilities are translated at the final rate and the other equity items are translated at the historical rate. All monetary exchange differences are recognized in comprehensive income as “Translation adjustments”.

 

When a foreign operation is totally or partially disposed, the monetary exchange differences that were recorded in the equity are recognized in the income statement for the year, see accounting policy in note 15 of these financial statements.

 

The main exchange rates used by the Company to translate its foreign operations are as follows:

    Closing rate   Average rate
    2022   2021   2020   2022   2021   2020
US Dollar ("US$")   5.2177   5.5805   5.1967   5.1655   5.3956   5.1578
Canadian dollar ("CAD")   3.8550   4.3882   4.0771   3.9705   4.3042   3.8480
Euro ("EUR")   5.5694   6.3210   6.3779   5.4420   6.3784   5.8989

 

d) Critical accounting estimates and judgments

The preparation of financial statements requires the use of critical accounting estimates and Management also needs to exercise judgement in applying the Company’s accounting policies.

The Company makes estimates about the future based on assumptions. Accounting estimates and judgments are continually evaluated and are based on management's experience and knowledge, information available at the date of the financial statements and other factors, including expectations of future events that are considered reasonable under the circumstances. Accounting estimates, by definition, will seldom equal the actual results.

 

The areas involving significant estimates or judgements or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions are presented in the following notes:

 

Note Significant estimates and judgments
7 Streaming transactions
8 Deferred income taxes and uncertain tax positions
15 Consolidation
18 Mineral reserves and mines useful life
19 Impairment of non-current assets
20 Fair values estimate
24 Liabilities related to Brumadinho
25 Liabilities related to associates and joint ventures
26 Provision for de-characterization of dam structures and asset retirement obligations
28 Litigation
29 Employee post retirement obligation

 

 

e) Accounting impacts related to environmental, social and governance initiatives (“ESG”)

 

The Company has assumed commitments to integrate sustainability into its business through a comprehensive approach, based on systematic planning and execution. Prioritizing risk and impact management and establishing a social, economic and environmental legacy in the locations where Vale operates.

Investments announced by the Company's and its strategy for ESG initiatives were assessed in the context of the Company's critical accounting judgments and key estimates. Future changes in this strategy or in the global scenario may affect the Company's main estimates and may result in material impacts on the income statement and on assets and liabilities accounting balances of the Company in successive fiscal years.

 

 16

 

 

 

The main actions taken or announced to date, which have already resulted or will result in a direct impact on the Company's financial statements are described below. Other initiatives are detailed in the Integrated Report, made available on the Company's website, which were not incorporated by reference.

 17

 

 

 

 

Environmental pillar

 

Climate changes

 

·The Company is committed to reduce carbon emissions from its mining activities, in line with the Paris Agreement objective of limiting global warming to well below 2°C (3.6 °F). The Company's strategy considers as main objectives: (i) 33% reduction by 2030 of the emissions released into the atmosphere as a direct result of its operations ("scope 1") and of indirect emissions, from the electric energy acquired by the Company (“scope 2”), already considering the increase in production levels projected for the upcoming years; (ii) 100% of electricity consumption from renewable sources by 2030; (iii) 15% reduction by 2035 of indirect emissions not included in scope 2 (“scope 3”); and (iv) neutrality of scope 1 and 2 emissions by 2050.

 

·To achieve the scope 1 and 2 commitments, the Company announced investments between R$21 billion (US$4 billion) and R$31 billion (US$6 billion) up to 2030 to develop low carbon solutions, such as electrification, use of biofuels and generation and use of renewable energy. The effective disbursements with these investments will be capitalized or expensed, depending on its nature and function, in the period in which they are incurred.

 

Low carbon products and renewable energy

 

·In April 2022, Vale completed the sale of its coal operations located in Mozambique and Malawi, in line with its commitment of decarbonization and sustainable mining. As a result, the Company has no longer coal operations (note 16a).

 

·In June 2022, the Company announced the creation of an operation of Corporate Venture Capital (“Vale Ventures”), the objective is to invest approximately R$524 (US$100 million) in sustainable mining initiatives. The Company's objective is to acquire minority stakes in startups that are focused on decarbonization initiatives within the mining process, mining without waste, energy transition metals and other technologies.

 

·In October 2022, the Company entered into three agreements with local authorities and customers to jointly study the development of industrial complexes in the United Arab Emirates and Oman, to build plants for low-carbon products aimed at the steel industry. In addition, Vale also signed a memorandum of understanding with the steelmaker Stahl-Holding-Saar GmbH (“SHS”), to seek solutions focused on the carbon-neutral steel production process, including the use of Vales green iron ore briquette. Investments made will be accounted for when they are incurred.

 

·In November 2022, the Company started the Sol do Cerrado project, for construction of a solar energy plant located in Minas Gerais, the capacity will represent approximately 16% of the energy consumed by Vale in Brazil. The start of operation is expected for July 2023, it will contribute to Vale's renewable energy commitments and reduction of carbon emissions. As at December 31, 2022, the Company invested R$1,030 (US$197 million) as property, plant and equipment (note 18).

 

·In February 2021, the Company concluded an investment of R$33 (US$6 million) in Boston Electrometallurgical Company (note 14) to acquire a minority interest and promote the development of a technology focused on reducing carbon dioxide emissions in the steel production.

 

Forest conservation

 

·In November 2022, Vale announced the creation of the company Biomas, in which it will hold a 14.28% stake, together with Itaú Unibanco, Marfrig, Rabobank, Santander and Suzano. The Company will invest R$20 (US$4 million) to set up this company, which will carry out restoration, conservation and preservation activities for 4 million hectares of forests in Brazil, in line with the forest protection strategy. Completion of the transaction is subject to customary regulatory approvals.

 

·In 2021, Vale signed partnerships with three Conservation Units managed by the Chico Mendes Institute for Biodiversity Conservation. Together, these Biological Reserves help to protect more than 62 thousand hectares of Atlantic Forest, in three Brazilian states. Additionally, Vale supported the development of five agroforestry businesses that implemented productive recovery models in 5,125 hectares in a pilot phase, totaling, between 2020 and 2021, an area of more than 6 thousand hectares. Investments made will be accounted for when they are incurred.

 18

 

 

 

 

Social pillar

 

Sustainable mining

 

·In 2019, the Company invested R$1,884 (US$496 million) in the acquisition of New Steel, a company that develops iron ore processing and beneficiation technology through dry magnetic iron ore concentration, which results in a completely dry process. In this transaction, Vale recorded an intangible asset related to the development of this technology, which will be used in the Company's iron ore operations (note 17).

 

·The implementation and execution of future use projects, after the decommissioning, is not required by law. However, the Company has been studying a governance to assess the future use, considering its aptitudes, post-operational usage intention, socio-economic development of the community and the characteristics of the physical and biotic environments in which Vale operates. Any future commitments, if assumed by Vale, may result in material impact on the amount of the provision (note 26).

 

·Within the scope for community safety, as a preventive step, Vale considers social data on all people inserted in the self-rescue zones of its flood spots and carries out preventive relocation or emergency evacuation of communities located in these zones when the dam emergency level rises. In 2022, the Company recorded a provision in the amount of R$292 (US$57 million), related to the Nova Lima dam self-rescue zones (note 26).

 

 

Communities

 

·In 2022, the Company recorded a provision in the amount of R$39 (US$7 million) referring to two indemnity agreements with indigenous communities impacted by the Brumadinho dam failure (note 24), belonging to the Pataxó and Pataxó Hã-Hã-Hãe communities.

 

·In 2022, the Company also entered into an indemnity agreement with the indigenous communities Xikrin do Cateté and Kayapó (note 28b). The Company will make annual payments until it operates certain assets in the State of Pará. These expenses will be recorded in the period in which they occur.

 

·To contribute with its suppliers’ development, the Company has created a website with financial institutions aiming to enable small and medium suppliers to anticipate their receivables with better interest rates. As at December 31, 2022 the outstanding balances related to these suppliers were R$1.058 (US$202 million) (note 13).

 

 

Governance pillar

 

·The Company is committed to aligning compensation programs with the business strategy and to the objective of making Vale a safer company. Since 2020, the Company has been following new standards for remuneration of its key-personnel. For short-term compensation, at least 30% of performance targets are driven by ESG metrics and directly related to safety, risk management and sustainability goals, and for long-term compensation target is at least 25% of targets performance should be based on ESG metrics (note 29).

 

 

f) Significant accounting policies

 

The significant accounting policies applied in the preparation of these financial statements have been included in the respective notes and are consistent for all years presented, except for the adoption in 2021 of accounting policies to reflect new circumstances and transactions that occurred in that year: (i) the reclassification of cumulative translation adjustments from partial disposals of investments in subsidiaries (note 15), and (ii) the share-based payment programs were modified and, since then, treated as “equity-settled” (note 29).

 

 19

 

 

 

Certain new accounting standards and interpretations have been published that are not mandatory for December 31, 2022, reporting periods or have not impacted these financial statements. The Company did not early adopt any of these standards and does not expect them to have a material impact on the entity in future reporting periods.


 20

 

 

 

3.Significant events in the current year

 

a) Relevant events and transactions

     
    Notes   Income Statement   Cash Flow
Discontinued operations (Coal)   16(a)   9,818   (375)
Capital reduction in a foreign subsidiary   15(a)   7,938   -
Sale of Midwestern System   16(b)   5,808   745
Sale of California Steel Industries   16(c)   1,520   2,269
Shareholder’s remuneration   30(d)   -   (34,157)
Shares buyback   30(c)   -   (30,640)
Sale of Companhia Siderúrgica do Pecém   16(d)   (685)   -

 

Discontinued operations (Coal) - In April 2022, the Company concluded the sale of the Coal operation to Vulcan Resources for a total consideration of R$1,285 (US$270 million). Following the completion of the transaction, the Company recorded an income from discontinued operations of R$9,818 (US$2,060 million), mainly due to the reclassification of the cumulative translation adjustments of R$14,636 (US$3,072 million), which was partially offset by the disposals of the carrying value of noncontrolling interest in the amount of R$2,783 (US$585 million) and impairment of R$2,867 (US$589 million).

 

Capital reduction in a foreign subsidiary - In August 2022, the Company approved a capital reduction of VISA in the amount of R$7,885 (US$1,500 million), which generated a gain of R$7,938 (US$1,543 million), due to the reclassification of the cumulative translation adjustments from equity to the income statement, recorded as “Other financial items, net”.

Sale of Midwestern System - In July 2022, the Company concluded the sale of the Midwestern System to J&F Mineração Ltda. (“J&F”) and received R$745 (US$140 million), in addition to transferring to J&F the obligations related to the take-or-pay logistics contracts. These assets were classified as held for sale and a gain of R$5.620 (US$1,121 million) was recorded in the year ended December 31, 2022, due to the reversal of the impairment of property, plant and equipment and the remeasurement of the onerous contract liability. In addition, the Company recognized a gain R$188 (US$37 million) due to the reclassification of the cumulative translation adjustments from equity to the income statement, as “Other financial items, net”.

 

Sale of California Steel Industries (“CSI”) - In February 2022, the Company concluded the sale of its 50% interest in CSI to Nucor Corporation (“Nucor”) for R$2,269 (US$437 million). The Company recorded a gain of R$1,520 (US$292 million) due to the reclassification of the cumulative translation adjustments from the equity to the income statement, recorded as “Equity results and other results in associates and joint ventures”.

 

Shareholder’s remuneration - During 2022, the Company paid dividends and interest on capital to its shareholders in the amount of R$34,157 (US$6,615 million).

 

Shares buyback program - During 2022, the Company repurchased 357,442,577 common shares or their respective ADRs, corresponding to the total amount of R$30.640 (US$6,036 million).

 

Sale of Companhia Siderúrgica do Pecém (“CSP”) - In July 2022, the Company and the other shareholders of CSP signed a binding agreement with ArcelorMittal for the sale of CSP for approximately R$11,500 (US$2,200 million), which will be received at the closing of the transaction, and it will be fully used for the early settlement of CSP's net debt in the amount of approximately R$11,500 (US$2,200 million). The Company has already recognized an impairment loss of R$685 (US$135 million) for the year ended December 31, 2022 and does not expect any material impact at closing.

 

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.

 

 21

 

 

 


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.

 

4.Information by business segment and geographic area

The segments are aligned with products and reflect the structure used by Management to evaluate the Company’s performance. The responsible bodies for making operational decisions, allocating resources and evaluating performance are the Executive Boards and Board of Directors. Accordingly, the performance of the operating segments is assessed based on a measure of adjusted LAJIDA (EBITDA), among other measures.

 

The Company renamed its main operating segments starting from these financial statements. The operating segment previously named “Ferrous Minerals” is now disclosed as “Iron Solutions” while the “Base Metals” operating segment is now disclosed as “Energy Transition Materials”. There were no changes in the allocation criteria for these operating segments and, therefore, no adjustments were made to the comparative financial information.

 

In addition, during 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 (note 16b). The comparative information was reclassified to reflect the revision in the allocation criteria.

 

Therefore, the Company operates the following reportable segments:

 

Segment Main activities
Iron Solutions Comprise of the production and extraction of iron ore, iron ore pellets, manganese, other ferrous products, and its logistic related services.
Energy Transition Materials Includes the production and extraction of nickel and its by-products (gold, silver, cobalt, precious metals and others), and copper, as well as its by-products (gold and silver).
Coal (discontinued operation) Comprise of the production and extraction of metallurgical and thermal coal and its logistic related services. The set of assets related to this segment is classified as “Non-current assets and liabilities related to assets held for sale” (note 16a).
Other Includes the revenues and cost of other products, services, research and development, investments in joint ventures and associates of other business and unallocated corporate expenses and costs related to the Brumadinho event.

 

 22

 

 

 

 

a) Adjusted LAJIDA (EBITDA)

 

The definition of Adjusted LAJIDA (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.

 

    Consolidated
    Year ended December 31, 2022
    Iron ore   Iron ore pellets   Other ferrous products and services   Iron Solutions   Nickel and other products   Copper   Energy Transition Materials   Other (i)   Total of continuing operations  

Coal

(note 16a)

  Total
Net operating revenue   145,714   32,251   2,425   180,390   34,226   9,235   43,461   2,657   226,508   2,308   228,816
Cost of goods sold and services rendered   (61,650)   (13,837)   (1,723)   (77,210)   (23,559)   (5,421)   (28,980)   (2,252)   (108,442)   (1,370)   (109,812)
Sales, administrative and other operating expenses   (266)   (7)   20   (253)   (197)   (101)   (298)   (10,797)   (11,348)   (57)   (11,405)
Research and development   (1,077)   (17)   (16)   (1,110)   (592)   (658)   (1,250)   (1,049)   (3,409)   (7)   (3,416)
Pre operating and operational stoppage   (1,763)   (109)   (94)   (1,966)   (2)   (65)   (67)   (13)   (2,046)   -   (2,046)
Dividends received and interest from associates and joint ventures   85   528   -   613   -   -   -   181   794   -   794
Adjusted LAJIDA (EBITDA)   81,043   18,809   612   100,464   9,876   2,990   12,866   (11,273)   102,057   874   102,931
                                             
Depreciation, depletion and amortization   (6,939)   (2,303)   (507)   (9,749)   (4,704)   (1,698)   (6,402)   (235)   (16,386)   -   (16,386)
Equity results and other results in associates and joint ventures   (156)   711   (44)   511   1,505   -   1,505   (400)   1,616   -   1,616
Dividends received and interest from associates and joint ventures   (85)   (528)   -   (613)   -   -   -   (181)   (794)   -   (794)
Impairment reversal (impairment and disposals) of non-current assets, net   (775)   (71)   (71)   (917)   (92)   (78)   (170)   4,920   3,833   (2,867)   966
    73,088   16,618   (10)   89,696   6,585   1,214   7,799   (7,169)   90,326   (1,993)   88,333
Unallocated items:                                            
Financial results                                   11,378   14,603   25,981
Income taxes                                   (15,185)   (9)   (15,194)
Derecognition of noncontrolling interest                                   -   (2,783)   (2,783)
Net income                                   86,519   9,818   96,337
Net income attributable to noncontrolling interests                                   413   -   413
Net income attributable to Vale's shareholders                                   86,106   9,818   95,924

 

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of R$381 (US$77 million).

 

 23

 

 

 

 

 

    Consolidated
    Year ended December 31, 2021
    Iron ore   Iron ore pellets   Other ferrous products and services  

Iron Solutions

  Nickel and other products   Copper   Energy Transition Materials   Other (i)   Total of continuing operations   Coal (Note 16a)   Total
Net operating revenue   206,218   37,951   2,950   247,119   29,148   13,977   43,125   3,280   293,524   5,877   299,401
Cost of goods sold and services rendered   (60,410)   (12,051)   (2,145)   (74,606)   (19,480)   (4,733)   (24,213)   (3,018)   (101,837)   (7,145)   (108,982)
Sales, administrative and other operating expenses   (731)   164   45   (522)   (36)   (47)   (83)   (18,362)   (18,967)   (141)   (19,108)
Research and development   (1,073)   (15)   (21)   (1,109)   (416)   (437)   (853)   (996)   (2,958)   (39)   (2,997)
Pre operating and operational stoppage   (1,784)   (254)   (91)   (2,129)   (573)   (22)   (595)   (25)   (2,749)                           -     (2,749)
Dividends received and interest from associates and joint ventures   55   386   -   441   -   -   -   602   1,043   424   1,467
Adjusted LAJIDA (EBITDA)   142,275   26,181   738   169,194   8,643   8,738   17,381   (18,519)   168,056   (1,024)   167,032
                                             
Depreciation, depletion and amortization   (6,785)   (2,099)   (571)   (9,455)   (4,536)   (2,005)   (6,541)   (383)   (16,379)   (359)   (16,738)
Equity results and other results in associates and joint ventures   (8,961)   654   (218)   (8,525)   7   -   7   1,571   (6,947)   (144)   (7,091)
Dividends received and interest from associates and joint ventures   (55)   (386)   -   (441)   -   -   -   (602)   (1,043)   (424)   (1,467)
Impairment and disposals of non-current assets, net   (490)   (37)   (192)   (719)   (148)   (103)   (251)   (1,382)   (2,352)   (17,178)   (19,530)
    125,984   24,313   (243)   150,054   3,966   6,630   10,596   (19,315)   141,335   (19,129)   122,206
Unallocated items:                                            
Financial results                                   17,812   4,336   22,148
Income taxes                                   (25,320)   2,309   (23,011)
Net income (loss)                                   133,827   (12,484)   121,343
Net income (loss) attributable to noncontrolling interests                                   591   (476)   115
Net income (loss) attributable to Vale’s shareholders                                   133,236   (12,008)   121,228

 

(i) Includes the reclassification of the LAJIDA (EBITDA) of Midwestern System in the amount of R$578 (US$109 million).

 

    Consolidated
    Year ended December 31, 2020
    Iron ore   Iron ore pellets   Other ferrous products and services   Iron Solutions   Nickel and other products   Copper   Energy Transition Materials   Other (i)   Total of continuing operations  

Coal

(note 16a)

  Total
Net operating revenue   141,637   22,043   2,844   166,524   24,112   11,356   35,468   4,106   206,098   2,431   208,529
Cost of goods sold and services rendered   (41,641)   (8,562)   (2,216)   (52,419)   (14,242)   (4,087)   (18,329)   (4,896)   (75,644)   (7,536)   (83,180)
Sales, administrative and other operating expenses   (982)   52   14   (916)   (115)   (35)   (150)   (32,429)   (33,495)   (83)   (33,578)
Research and development   (663)   (25)   (19)   (707)   (209)   (351)   (560)   (883)   (2,150)   (142)   (2,292)
Pre operating and operational stoppage   (2,700)   (390)   (159)   (3,249)   (156)   (4)   (160)   (68)   (3,477)                 -     (3,477)
Dividends received and interest from associates and joint ventures   117   608   8   733   -   -   -   171   904   434   1,338
Adjusted EBITDA   95,768   13,726   472   109,966   9,390   6,879   16,269   (33,999)   92,236   (4,896)   87,340
                                             
Depreciation, depletion and amortization   (6,595)   (1,994)   (519)   (9,108)   (4,746)   (2,241)   (6,987)   (502)   (16,597)   (82)   (16,679)
Equity results and other results in associates and joint ventures   (5,320)   187   (88)   (5,221)   1   -   1   10   (5,210)   (226)   (5,436)
Dividends received and interest from associates and joint ventures   (117)   (608)   (8)   (733)   -   -   -   (171)   (904)   (434)   (1,338)
Impairment and disposals of non-current assets, net   (406)   -   (432)   (838)   (674)   (72)   (746)   (5,384)   (6,968)   (4,851)   (11,819)
    83,330   11,311   (575)   94,066   3,971   4,566   8,537   (40,046)   62,557   (10,489)   52,068
Unallocated items:                                            
Financial results                                   (24,152)   1,602   (22,550)
Income taxes                                   (4,627)   12   (4,615)
Net income (loss)                                   33,778   (8,875)   24,903
Loss attributable to noncontrolling interests                                   (11)   (1,799)   (1,810)
Net income (loss) attributable to Vale's shareholders                                   33,789   (7,076)   26,713

 24

 

 

 

 

(i) Includes the reclassification of the LAJIDA (EBITDA) of Midwestern System in the amount of R$107 (US$19 million).

b)       Assets by segment

 

    Consolidated
    December 31, 2022   December 31, 2021
    Iron Solutions   Energy Transition Materials   Other (ii)   Total   Iron Solutions   Energy Transition Materials   Other (ii)   Total
Investments in associates and joint ventures   6,762   -   2,619   9,381   6,214   95   3,462   9,771
Property, plant and equipment and intangibles   172,435   102,552   12,906   287,893   161,770   112,317   10,195   284,282
                                 
Capital expenditures                                
Sustaining capital (i)   11,610   7,886   525   20,021   13,470   8,239   191   21,900
Project execution   4,464   1,740   1,959   8,163   2,869   1,854   678   5,401
    195,271   112,178   18,009   325,458   184,323   122,505   14,526   321,354

 

(i) According to the Company's shareholder remuneration policy, dividends are calculated based on 30% of the adjusted EBITDA less sustaining capital investments. The calculation also considered the investments made on the coal operation (discontinued operation, note 16a), which was R$201 (US$38 million) for the year ended December 31, 2022 (2021: R$1,056 (US$194 million)).

(ii) The sustaining capital investments related to the Midwestern System were reclassified from “Iron Solutions” to “Other” for the year ended December 31, 2022 in the amount of R$25 (US$5 million) (2021: R$81 (US$15 million)).

c) Assets by geographic area

    Consolidated
    December 31, 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   9,381   43,783   147,191   200,355   9,656   39,339   132,772   181,767
Canada   -   9,624   58,325   67,949   -   10,927   69,429   80,356
Americas, except Brazil and Canada   -   -   20   20   -   -   15   15
Europe   -   -   3,897   3,897   -   -   4,124   4,124
Indonesia   -   6   14,251   14,257   -   8   15,197   15,205
Asia, except Indonesia and China   -   -   4,102   4,102   115   -   4,879   4,994
China   -   5   98   103   -   11   117   128
Oman   -   3   6,588   6,591   -   2   7,462   7,464
Total   9,381   53,421   234,472   297,274   9,771   50,287   233,995   294,053

 

d) Net operating revenue by shipment destination

    Consolidated
    Year ended December 31, 2022
    Iron Solutions (i)   Energy Transition Materials   Other (ii)   Total
Americas, except United States and Brazil   2,463   3,081   625   6,169
United States of America   1,121   7,347   3   8,471
Germany   1,912   5,997   -   7,909
Europe, except Germany   8,801   10,970   -   19,771
Middle East, Africa, and Oceania   13,405   137   121   13,663
Japan   14,287   3,952   -   18,239
China   106,593   8,367   -   114,960
Asia, except Japan and China   12,534   3,300   225   16,059
Brazil   19,274   310   1,683   21,267
Net operating revenue   180,390   43,461   2,657   226,508

 

 25

 

 

 


 

    Consolidated
    Year ended December 31, 2021
    Iron Solutions   Energy Transition Materials   Other (ii)   Total
Americas, except United States and Brazil   4,078   2,180   656   6,914
United States of America   2,107   6,216   -   8,323
Germany   3,337   7,666   -   11,003
Europe, except Germany   12,698   12,602   -   25,300
Middle East, Africa, and Oceania   11,520   80   -   11,600
Japan   21,446   2,953   -   24,399
China   148,153   5,914   -   154,067
Asia, except Japan and China   19,023   5,217   -   24,240
Brazil   24,757   297   2,624   27,678
Net operating revenue   247,119   43,125   3,280   293,524

 

    Consolidated
    Year ended December 31, 2020
    Iron Solutions   Energy Transition Materials   Other (ii)   Total
Americas, except United States and Brazil   1,385   384   2,086   3,855
United States of America   1,270   4,066   -   5,336
Germany   1,604   6,082   162   7,848
Europe, except Germany   6,206   12,292   65   18,563
Middle East, Africa and Oceania   7,400   82   -   7,482
Japan   9,295   2,068   -   11,363
China   116,126   4,827   172   121,125
Asia, except Japan and China   10,747   4,881   -   15,628
Brazil   12,491   786   1,621   14,898
Net operating revenue   166,524   35,468   4,106   206,098

 

(i) In 2022, the revenue from Iron Solutions decreased from prior year, among other factors, due to the decline of 23.5% in the average realized price of iron ore, following the decrease in the international price of this product.

(ii) Includes the reclassification of the revenues of Midwestern System in the amount of R$ 1,161 (US$231 million), for the year ended December 31, 2022 (2021: R$2,024 (US$377 million) and 2020: R$841 (US$162 million)).

 

Accounting policy

 

Revenue from sales - Revenue from sales - Revenue is recognized when the control of a good or service is transferred to a customer. Since Vale’s sales are under different shipping terms, revenue could be recognized when (i) the product is available at the loading port, (ii) loaded on the ship, (iii) at the port of discharge or (iv) at the customer’s warehouse.

 

A relevant proportion of Vale’s sales are under Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) Incoterms, in which the Company is responsible for providing shipping services after the date that Vale transfers control of the goods to the customers. Shipping services for CFR and CIF contracts are considered as a separate performance obligation in which a proportion of the transaction price is allocated and recognized over time as the shipping services are provided.

 

In general, the contract payment terms consider the upfront payments or the use of letters of credit. The payment terms do not have a significant financing component. In some cases, the sale price is determined on a provisional basis at the date of sale and adjustments to the sale price subsequently occur based on movements in the quoted market or contractual prices up to the date of final pricing.

 

Revenue is recognized based on the estimated fair value of the total consideration receivable, and the provisionally priced sale mechanism embedded within these sale arrangements has the character of a derivative. Accordingly, the fair value of the final sale price adjustment is re-estimated continuously and changes in fair value are recognized as operational revenue in the income statement.

 

 

 26

 

 

 

 

 

5. Costs and expenses by nature

a)    Cost of goods sold, and services rendered

 
  Consolidated   Parent Company
  Year ended December 31,
  2022   2021   2020   2022   2021
Freight (i) 24,494   24,744   17,845   212   241
Materials and services (ii) 18,797   15,705   14,432   11,001   9,976
Maintenance 16,029   15,167   13,049   11,393   11,245
Depreciation, depletion and amortization 15,753   15,430   15,304   8,254   7,896
Acquisition of products (ii) 13,247   12,214   5,009   5,885   6,023
Personnel 9,384   9,218   8,380   5,689   5,747
Fuel oil and gas (iii) 8,446   5,472   4,339   5,996   3,951
Royalties 6,576   7,372   4,383   6,199   7,004
Energy 3,709   3,446   3,460   1,784   1,762
Other 7,760   8,499   4,747   5,105   5,295
Total 124,195   117,267   90,948   61,518   59,140
                   
Cost of goods sold 121,195   114,102   87,966   59,731   57,337
Cost of services rendered 3,000   3,165   2,982   1,787   1,803
Total 124,195   117,267   90,948   61,518   59,140

(i) In 2021, the increase , among other factors, is due to higher volumes sold in CFR sales, and higher international freight reference price and the effect of the devaluation of the R$ against the US$.

(ii) In 2021,the increase, among other factors, is due to the significant increase in the iron ore reference price.

(iii) In 2022, the increase, among other factors, is due to higher fuel prices and inflation of other inputs and services.

 

Mineral Resources Inspection Fare ("TFRM") – In some Brazilian states, including Minas Gerais, Pará and Mato Grosso do Sul, there is a specific fare named TFRM, which is calculated based on production. TFRM expenses are presented as "Royalties" in these financial statements. In March 2021, a State Law increased the TFRM rate in the State of Pará from R$4.37 to R$13.11 (US$0.83 to US$2.51) per metric ton. However, the Company had not adopted the new rate in 2021 based on the Constitutional Principle of mandatory notice period, which sets out the tax increase would become in force only in the subsequent year of its enactment.

 

In November 2022, Vale joined the "Pará Structure Program”, which aims to promote infrastructure investments in the State of Pará, by converting 50% of the TFRM payments into the execution of infrastructure investments, at a rate of R$13.11 (US$2.51) per metric ton of ore produced in the State of Pará. Those investments will be made in connection with social programs and so, the assets that would be built by Vale will not be part of the Company’s property, plant and equipment. To join the program, the Company paid R$1,176 (US$224 million) related to the TFRM for the whole year of 2022, which was calculated based on a rate of R$13.11 (US$2.51) per metric ton and will continue to apply this rate in the TFRM calculation for the State of Pará prospectively.

 

b)       Selling and administrative expenses

 

    Consolidated   Parent Company
    Year ended December 31,
    2022   2021   2020   2022   2021
Personnel   955   924   857   616   592
Services   643   579   593   312   368
Selling   445   425   421   102   82
Depreciation and amortization   211   227   251   91   91
Advertisement   114   145   90   109   141
Other   290   301   317   113   94
Total   2,658   2,601   2,529   1,343   1,368

 

 

 27

 

 

 

 

c)       Other operating expenses, net

 

        Consolidated   Parent Company
        Year ended December 31,
    Notes   2022   2021   2020   2022   2021
Expenses related to Brumadinho event   24   5,581   4,632   23,841   5,581   4,632
Expenses related to de-characterization of dam   26(a)   375   9,747   3,175   375   9,747
Asset retirement obligations   26(b)   115   682   1,605   200   -
Provision for litigations   28   793   531   388   753   438
Profit sharing program       677   674   874   456   444
Disposals of materials and inventories       240   22   102   183   78
COVID-19 expenses (i)       -   238   592   -   238
Other       1,120   65   641   1,220   830
Total       8,901   16,591   31,218   8,768   16,407

 

(i) The Company assisted the communities where the Company operates through humanitarian aid programs, especially in the Brazilian communities that were more adversely affected by the pandemic. The resources were used to provide needed support such as medical supplies and equipment.

 

The breakdown of research and development expenses by operating segment is presented in note 4(a).

 

 

6.        Financial results

 

        Consolidated   Parent Company
        Year ended December 31,
    Notes   2022   2021   2020   2022   2021
Financial income                        
Short-term investments       2,272   1,222   646   1,660   830
Other       413   600   924   170   233
        2,685   1,822   1,570   1,830   1,063
Financial expenses                        
Loans and borrowings gross interest   23   (3,158)   (3,628)   (3,814)   (4,807)   (4,448)
Capitalized loans and borrowing costs       240   318   345   240   318
Interest on REFIS       (788)   (294)   (275)   (788)   (295)
Interest on lease liabilities   23   (325)   (338)   (333)   (69)   (73)
Bond premium repurchase   10   (568)   (354)   -   -   (354)
Other       (1,557)   (2,491)   (1,877)   (1,006)   (1,704)
        (6,156)   (6,787)   (5,954)   (6,430)   (6,556)
Other financial items, net                        
Net foreign exchange gains (losses)       (2,195)   2,172   (2,741)   (1,854)   1,815
Participative shareholders' debentures (i)   22   3,285   (3,691)   (8,250)   3,285   (3,691)
Financial guarantees (i)   32(b)   2,488   1,536   (2,462)   2,488   1,536
Derivative financial instruments   20   6,018   (153)   (5,526)   5,442   (680)
Reclassification of cumulative translation adjustments to the income statement   15 and 16   8,275   24,367   -   -   -
Indexation losses, net       (3,022)   (1,454)   (789)   (3,126)   (908)
        14,849   22,777   (19,768)   6,235   (1,928)
Total       11,378   17,812   (24,152)   1,635   (7,421)

 

(i) Items reclassified in comparative to maintain consistency of disclosure.

 

Accounting policy

 

Transactions in foreign currencies are translated into the functional currency using the exchange rate effective on the date of the transaction. The foreign exchange gains and losses resulting from the translation at the exchange rates prevailing at the end of the year are recognized in the income statement as “financial income or expense”. The exceptions are transactions related to qualifying net investment hedges or items that are attributable to the net investment in a foreign operation, for which gains, and losses are recognized as a component of other comprehensive income.

The accounting policies related to the other items of the financial result are shown in the notes, “15. Investments in subsidiaries, associates, and joint ventures”, “22. Participative shareholders’ debentures” and “23. Loans, borrowing, leases, cash and cash equivalents and short-term investments”.

 

 28

 

 

 

 

 

7.Streaming transactions

The Company entered into separate transactions to sell the cobalt and gold by-product streams mined in the Energy Transition Materials operations:

    Consolidated
    December 31, 2022   December 31, 2021
    Current liabilities   Non-current liabilities      
Cobalt streaming   145   2,232     2,817
Gold streaming   278   6,179     7,110
Contract liabilities   423   8,411     9,927

 

a)       Details of the agreements

    Cobalt streaming   Gold streaming
Contract date    June, 2018    From 2013 to 2016
Product delivery   Product delivery started in January 2021, after the mine's ramp-up.   The product was delivered from the contract signature, because the plant was already operational.
Subject    75% of cobalt extracted as by-product from Voisey's Bay mine (Canada).   75% of gold contained in the copper concentrate from the Salobo (Brazil) mine and 70% of the gold extracted as a by-product from the Sudbury nickel mines (Canada).
Deadline   Until the mine's exhaustion, estimated for 2035.   Until the mine's exhaustion, estimated for 2043 and 2053 for Salobo and Sudbury, respectively.
Counterparts    Wheaton Precious Metals Corp and Anglo Pacific Group    Wheaton Precious Metals Corp.  
Remuneration    US$690 received on the contract date. Furthermore, the Company receives an amount equal to 20% (average) of the market reference price of cobalt for each pound of cobalt delivered.   US$3,600 received from 2013 to 2016. Furthermore, the Company receives an amount equal to the lower of (i) $400 per ounce of refined gold delivered and (ii) the reference market price on the delivery date.  

 

b)Effects on the income statement
  Consolidated
    Year ended December 31,
    2022   2021   2020
Cobalt streaming   252   297   -
Gold streaming   192   232   309
Fixed revenue - Contract liabilities realized   444   529   309
             
Cobalt streaming   55   65   -
Gold streaming   382   442   588
Variable revenue - Additional payments received   437   507   588

 

 

Accounting policy

 

The Company bifurcates both streaming transactions in two identifiable components: (i) the sale of the mineral rights and (ii) extraction services.

 

Sale of mineral rights - The amount allocated to this component is recognized as revenue in the income statement when the Company transfers ownership of the mineral rights to the counterparty. The cost related to the component sold is recognized in the income statement at the same moment.

 

Extraction services - The Company recognizes contract liabilities in the event it receives payments from customers before a sale meets criteria for revenue recognition. Proceeds received under the terms of the streaming transaction allocated to this component are accounted for as “streaming transactions” and included within liabilities.

 

Contract liability is initially recognized at fair value, net of transaction costs incurred, and is subsequently carried at amortized cost and updated using the effective interest rate method. Contract liability is released to the income statement based on the units of production, that is, revenue is calculated based on volume produced compared to the total proved and probable reserves of gold or cobalt, which are reviewed and remeasured annually.

 

 

 29

 

 

 

 

Critical accounting estimates and judgments

Defining the result on sale of mineral interest and the contractual liabilities portion of the streaming transaction it is required the use of critical accounting estimates including, but not limited to: (i) allocation of costs between the product and the by-product based on relative prices; (ii) expected margin for the independent components (sale of mineral rights and service for gold and cobalt extraction); and (iii) discount rates used to measure the present value of future inflows and outflows.

 

 

 

8.Income taxes

 

a)       Income tax reconciliation

 

The reconciliation of the taxes calculated according to the nominal tax rates and the amount of taxes recorded is shown below:

 
    Consolidated   Parent Company
    Year ended December 31,
    2022   2021   2020   2022   2021
Income before income taxes   101,704   159,147   38,405   109,179   138,071
Income taxes at statutory rate (34%)   (34,579)   (54,110)   (13,058)   (37,121)   (46,944)
Adjustments that affect the taxes basis:                    
Income tax benefit from interest on capital   2,828   1,400   1,660   2,828   1,400
Tax incentives   6,414   15,092   1,184   5,890   14,187
Equity results   431   896   (113)   14,916   5,555
Addition (reduction) of tax loss carryforward   4,718   3,629   3,984   (321)   8,755
Unrecognized tax losses of the year   (1,014)   (622)   (1,096)   -   -
Reclassification of cumulative adjustments to the income statement   2,814   8,285   -   -   -
Other   3,203   110   2,812   553   204
Income taxes   (15,185)   (25,320)   (4,627)   (13,255)   (16,843)
Current tax   (10,259)   (30,079)   (17,828)   (8,845)   (27,938)
Deferred tax   (4,926)   4,759   13,201   (4,410)   11,095
Income taxes   (15,185)   (25,320)   (4,627)   (13,255)   (16,843)

 

b)Deferred income tax assets and liabilities

 

Tax loss carryforward does not expire in the Brazilian jurisdiction and their compensation is limited to 30% of the taxable income for the year. The local profits of foreign subsidiaries are also taxed in Brazil and there is no restriction on their offset against tax losses generated previously by the foreign entity.

 

    Consolidated   Parent Company
    Year ended December 31,
    2022   2021   2022   2021
Taxes losses carryforward   30,827   32,128   22,254   22,777
Temporary differences:                
  Employee post retirement obligation   2,149   2,812   1,022   1,028
  Provision for litigation   1,896   1,933   1,891   1,928
  Asset retirement obligations and other provisions   22,692   24,463   21,147   23,106
  Fair value of financial instruments   4,378   7,664   4,403   7,664
  Fair value of property, plant and equipment in business combination   (12,486)   (15,944)   -   -
  Other   (633)   297   (2,020)   (2,384)
    48,823   53,353   48,697   54,119
Assets   56,195   63,847   48,697   54,119
Liabilities   (7,372)   (10,494)   -   -
    48,823   53,353   48,697   54,119

 

 30

 

 

 

 

The following table shows the changes in deferred tax assets and liabilities:

 

 

    Consolidated   Parent Company
    Assets   Liabilities   Deferred taxes, net   Deferred taxes, net
Balance at December 31, 2020   53,711   9,198   44,513   42,760
Taxes losses carryforward   4,347   -   4,347   9,285
Asset retirement obligations and other provisions   1,337   -   1,337   1,503
Fair value of financial instruments   319   -   319   319
Fair value of property, plant and equipment in business combination   -   731   (731)   -
Other   (513)   -   (513)   (12)
Effect in income statement   5,490   731   4,759   11,095
Transfers between assets and liabilities   (786)   (786)   -   -
Merger of Ferrous Resources do Brasil   -   -   -   338
Translation adjustment   1,177   575   602   -
Other comprehensive income   (77)   776   (853)   (74)
Transfer to Held for sale   (4)   -   (4)   -
Tax loss carryforward from coal operations - Discontinued operations   4,336   -   4,336   -
Balance at December 31, 2021   63,847   10,494   53,353   54,119
Taxes losses carryforward   (331)   -   (331)   (523)
Timing differences arising from assets and liabilities   (1,656)   -   (1,656)   (1,959)
Fair value of financial instruments   (3,240)   -   (3,240)   (3,240)
Fair value of property, plant and equipment in business combination   -   (1,755)   1,755   -
Other   (1,454)   -   (1,454)   1,312
Effect in income statement   (6,681)   (1,755)   (4,926)   (4,410)
Transfers between assets and liabilities   (660)   (660)   -   -
Translation adjustment   (608)   (1,059)   451   -
Other comprehensive income   297   499   (202)   (77)
Sale of California Steel Industries   -   (147)   147   -
Merger   -   -   -   (935)
Balance at December 31, 2022   56,195   7,372   48,823   48,697

 

c)Tax incentives

 

In Brazil, the Company has tax incentives to partially reduce the income tax generated by the operations conducted in the North and Northeast regions that includes iron ore, copper, and nickel. The incentive is calculated based on the taxable income of the incentive activity (tax operating income) and considers the allocation of tax operating income into different incentives applicable to different tranches of production during specified periods for each product, usually 10 years. The Company’s tax incentives are expected to expire substantially in 2024 and the last tax incentive will expire in 2027.

In addition to these incentives, the income tax payable can be reduced by investing in the acquisition of new machinery and equipment, subject to subsequent approval by the responsible regulatory agency, Superintendence for the Development of the Amazon (“SUDAM”). This subsidy is expected to expire in 2023.

 

As determined by the Brazilian law, the tax savings obtained as a result of these incentives must be appropriated in retained earnings reserve account in equity and cannot be distributed as dividends to shareholders.

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

 

    Consolidated
    December 31, 2022   December 31, 2021
Current liabilities   1,934   1,810
Non-current liabilities   9,753   10,962
REFIS liabilities   11,687   12,772
         
SELIC rate   13.75%   9.25%

 

The balance is mainly related 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. The impact of the SELIC over the liability is recorded under the Company’s financial results.

 31

 

 

 

 

e)   Uncertain tax positions (“UTP”)

 

The Company is engaged in administrative and judicial discussions with tax authorities in Brazil in relation to certain tax positions adopted by the Company for calculating income tax and social contribution on net income. The final determination is uncertain and depends on factors not controlled by the Company, such as changes in case law and changes in tax laws and regulations. The Company is subject to the assessment of income tax by local tax authorities in a range up to 10 years depending on jurisdiction where the Company operates.

The amount under discussion with the tax authorities is R$19,090 (US$3,659 million) as at December 31, 2022 (2021: R$17,423 (US$3,122 million)), as detailed below. In addition, if the tax authority does not accept the tax treatment adopted by the Company in relation to these matters, there would also be a reduction of tax losses in the amount of R$2,942 (US$564 million) as at December 31, 2022 (2021: R$2,942 (US$527 million)).

 

    Year ended December 31,
    2022   2021
UTPs not recorded on balance sheet (i)        
Transfer pricing over the exportation of ores to a foreign subsidiary   4,324   3,732
Expenses of interest on capital   6,021   5,477
Proceeding related to income tax paid abroad   2,288   2,255
Goodwill amortization   2,698   1,703
Payments to Renova Foundation   126   115
Other   3,633   4,141
    19,090   17,423
         
UTPs recorded on balance sheet        
Deduction of CSLL in Brazil   813   -
Gain related to incidence of IRPJ and CSLL on SELIC rate in the repetition of undue payment   -   192
    813   192

 

(i) Based on the assessment of its internal and external legal advisors, the Company believes that the tax treatment adopted for these matters will be accepted in decisions of the higher courts on last instance.

 

Transfer pricing over the exportation of ores to a foreign subsidiary - The Company was assessed for the IRPJ and CSLL, for the years of 2015, 2016 and 2017 since the tax agent has disregarded the intermediation cost and other adjustments used in the calculation of the transfer pricing over the exportation of iron ore, pellets, nickel and copper to its foreign controlled company. The Company is challenging these assessments in the administrative level and a decision is pending.

 

The Company maintains the method of calculating the transfer price, as it considers it to be the most appropriate tax treatment for interpreting the rules in force and applicable to the subject and is discussing the aforementioned charges at the administrative level.

 

The total amount in dispute is R$4,324 (US$829 million) as at December 31, 2022 (R$3,732 (US$669 million) as at December 31, 2021). In addition, there was a reduction of the tax losses from 2015, 2016 and 2017, with the corresponding tax impact of R$1,883 (US$361 million) as at December 31, 2022 (2021: R$1,883 million (US$377 million)). The amount involved for the 2018 to 2022 years, which are not in dispute, is R$13,525 (US$2,592 million) (2021: R$10,519 (US$1,885 million)).

 

Expenses of interest on capital (“JCP”) - In 2021, Vale received assessments for the collection of IRPJ, CSLL and fines, on the grounds that the deduction of JCP was improper, referring to the base years of 2017 and 2018. The amount under discussion is R$6,021 (US$1,154 million) as at December 31, 2022 (R$5,477 (US$981 million) as at December 31, 2021). In addition, the tax effect of the potential reduction in the tax loss carryforward is R$699 (US$134 million) as at December 31, 2022 (2021: R$699 (US$125 million)). The Company presented administrative defenses for these assessments and is awaiting a decision.

 

Proceeding related to income tax paid abroad - Vale received a tax assessment for the collection of R$2,288 (US$439 million) (2021: R$2,255 (US$399 million)) due to the disregard of taxes paid abroad that were offset by the IRPJ debt in 2016. Tax authorities allege the Company has failed to comply with the applicable rules relating to the offset, in Brazil, of income taxes paid abroad. The Company had filed an administrative appeal and a decision is pending.

 

Goodwill amortization - The Company received tax assessments for the collection of IRPJ and CSLL for the periods between 2013 and 2018, due to the deduction of goodwill amortization expenses recorded in the acquisition of controlled companies, after its merger by the Company. One of the assessments is the goodwill generated in the privatization of the Company and recorded by Valepar, merged into the Parent Company in 2017.

 32

 

 

 

 

The Company is discussing the charges at the administrative level in the amount of R$2,698 (US$517 million) as at December 31, 2022 (R$1,703 (US$305 million) as at December 31, 2021). In addition, the tax effect of the potential reduction in the tax loss carryforward is R$320 (US$61 million) as at December 31, 2022 (2021: R$320 (US$57 million)). The amount involved for the 2019 to 2022 years, which are not assessed, is R$ 1,162 (US$223 million).

 

Payments to Renova Foundation - The Company deducts payments made to Fundação Renova arising from the obligation entered into the Transaction and Conduct Adjustment Agreement (“TTAC”) and from its subsidiary liability in the agreement when Samarco does not make these payments directly. Vale understands that the deduction of such expenses is adequate, since its liability is objective, arising from the obligation entered into in the TTAC and its status as a shareholder.

 

The Company received a tax assessment notice for the collection of IRPJ and CSLL alleging that the expenses incurred with Renova Foundation were improperly deducted from the computation of the Company’s income tax, as they understand that these expenses are supposedly not necessary for Vale's operational activities. The total amount assessed is R$126 (US$24 million) for the year ended December 31, 2022 (2021: R$115 (US$21 million)). In addition, the tax effect of the potential reduction in the tax loss carryforward is R$24 (US$5 million) as at December 31, 2022 (2021: R$24 (US$4 million). For the fiscal years 2018 to 2022, the amount under discussion is R$2,763 (US$530 million) as at December 31, 2022 (2021: R$2,376 (US$426 million).

 

Deduction of CSLL in Brazil - In 2004, a definitive decision of the Superior Court of Justice (“STJ”) granted to the Company the right to deduct the Social Contribution on Net Income (“CSLL”) from the taxable base of the corporate income tax (“IRPJ”). The Federal Government filed a rescission action (“ação rescisória”) in 2006, seeking to reverse the 2004 decision. In 2019, the Federal Court of Appeals (“TRF”) upheld the rescission action and, although the decision was not final, the Company decided not to deduct the CSLL from the taxable income since then.

 

Meanwhile, the Federal Supreme Court (“STF”) is judging two extraordinary appeals with impact to all taxpayers. These appeals are discussing how long a court decision related with a tax matter would remain valid if the STF had subsequently issued a contrary decision. Due to the developments of this matter in the STF during 2023, and based on the updated assessment of its legal advisors, the Company concluded that the tax treatment previously adopted will probably not be accepted by the tax authority and, therefore, it recognized a liability in the amount of R$813 (US$155 million) as “Taxes payable” for the year ended December 31, 2022.

.

 

Gain related to incidence of IRPJ and CSLL on SELIC rate in the repetition of undue payment - In September 2021, the Federal Supreme Court (“STF”) decided in a judgment with general repercussion, that the incidence of IRPJ and CSLL on amounts referring to the SELIC rate received as a result of repetition of tax overpayment is unconstitutional. After the publication of the decision of the leading case judgment with a conclusion favorable to the taxpayers, the Company recognized a gain of R$192 (US$34 million) in the income statement for the year ended December 31, 2021.

 

f) Recoverable and payable taxes

                        Consolidated
    December 31, 2022   December 31, 2021
    Current assets   Non-current assets   Current liabilities   Current assets   Non-current assets   Current liabilities
Value-added tax ("ICMS")   1,364   5   242   1,209   60   906
Brazilian federal contributions ("PIS and COFINS")   3,602   3,861   182   2,903   2,851   66
Income taxes   1,614   1,927   1,156   630   2,309   10,385
Financial compensation for the exploration of mineral resources ("CFEM")   -   -   284   -   -   328
Other   59   -   590   67   -   465
Total   6,639   5,793   2,454   4,809   5,220   12,150

 

                      Parent Company
    December 31, 2022   December 31, 2021
    Current assets   Non-current assets   Current liabilities   Current assets   Non-current assets   Current liabilities
Value-added tax ("ICMS")   404   -   2   217   -   451
Brazilian federal contributions ("PIS and COFINS")   3,290   3,564   153   2,730   2,650   47
Income taxes   1,518   -   880   516   -   9,935
Financial compensation for the exploration of mineral resources ("CFEM")   -   -   265   -   -   306
Other   58   -   528   56   -   390
Total   5,270   3,564   1,828   3,519   2,650   11,129

 33

 

 

 

 

 

ICMS included in PIS and COFINS computation tax base - Vale discussed the issue of the exclusion of ICMS from the taxable basis of the contribution to PIS and COFINS in two lawsuits filed before March 2017. One of the lawsuits includes the triggering events from March 2012 onwards and has a favorable definitive decision. This lawsuit resulted in the recognition of a gain in the amount of R$313 (US$60 million) in the income statement for the year ended December 31, 2020. This amount was calculated based on the assumption that the ICMS to be excluded from the taxable bases is the one paid. With the definition of the subject by the Federal Supreme Court in the leading case, with binding effects to all taxpayers, which determined that the ICMS to be excluded is the one highlighted in the invoices, the Company recognized an additional gain of R$146 (US$26 million) for the year ended December 31, 2021.

 

The lawsuit that covers the triggering events that occurred between December 2001 and February 2012, resulted in the recognition of a gain in the amount of R$808 for the year ended December 31, 2021 due to the favorable decision obtained by the Company and in line with the judgment of the Federal Supreme Court in the aforementioned leading case.

 

Accounting policy

 

The Brazilian corporate tax law requires the taxation on the income generated from foreign subsidiaries and, therefore, income tax charge is calculated using the tax rate enacted at the end of the reporting period in Brazil. The effects of the income tax calculation in the consolidated financial statements are calculated by applying the differential between the Brazilian income tax rate and the local income tax rate of each jurisdiction where the Company’s subsidiaries operate and generate taxable income.

 

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and it establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. The liabilities related to uncertain tax positions are recorded only after determining, based on the position of its internal and external legal advisors, a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities.

 

Deferred income taxes are recognized based on temporary differences between carrying amount and the tax basis of assets and liabilities as well as tax losses carryforward. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority.

 

The deferred tax assets arising from tax losses and temporary differences are not recognized when it is not probable that future taxable profit will be available against which temporary differences and/or tax losses can be utilized.

 

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively. 

 

 

Critical accounting estimates and judgments

 

Deferred income tax - Significant judgements, estimates and assumptions are required to determine the amount of deferred tax assets that are recognized based on the likely timing and future taxable profits. Deferred tax assets arising from tax losses carryforward and temporary differences are recognized considering assumptions and projected cash flows. Deferred tax assets may be affected by factors including, but not limited to: (i) internal assumptions on the projected taxable income, which are based on production and sales planning, commodity prices, operational costs and planned capital costs; (ii) macroeconomic environment; and (iii) trade and tax scenarios.

Uncertain tax positions - The Company applies significant judgement in identifying uncertainties over income tax treatments, which could impact the consolidated financial statements. The Company operates in multiple jurisdictions where uncertainties arise in the application of complex tax regulations. The Company and its subsidiaries are subject to reviews of income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of the applicable laws and regulations.

 

 34

 

 

 

 

 

9.Basic and diluted earnings (loss) per share

 

The basic and diluted earnings (loss) per share are presented below:

 

    Year ended December 31,
    2022   2021   2020
Net income attributable to Vale's shareholders            
Net income from continuing operations   86,106   133,236   33,789
Net income (loss) from discontinued operations   9,818   (12,008)   (7,076)
Net income   95,924   121,228   26,713
             
Thousands of shares            
Weighted average number of common shares outstanding   4,637,794   5,012,424   5,129,585
Weighted average number of common shares outstanding and potential ordinary shares   4,642,432   5,016,848   5,132,962
             
Basic and diluted earnings per share from continuing operations            
Common share (US$)   18.57   26.58   6.59
Basic and diluted earnings (loss) per share from discontinued operations            
Common share (US$)   2.12   (2.40)   (1.38)
Basic and diluted earnings per share:            
Common share (US$)   20.67   24.18   5.21

 

 

10.Cash flows reconciliation

 

 

a) Cash flow from operating activities:

 
        Consolidated   Parent Company
        Year ended December 31,
    Notes   2022   2021   2020   2022   2021
Cash flow from operating activities:                        
Income before income taxes       101,704   159,147   38,405   109,179   138,071
Adjusted for:                        
Equity results and others results from subsidiaries   15   -   -   -   (41,110)   (13,729)
Equity results and others results in associates and joint ventures   15 and 25   (1,616)   6,947   5,210   (1,616)   6,947
Impairment and disposals (impairment reversal) of non-current assets, net   19   (3,833)   2,352   6,968   1,056   398
Provisions related to Brumadinho   24   2,078   1,140   21,255   2,078   1,140
Provision for de-characterization of dams   26   375   9,747   3,175   375   9,747
Depreciation, depletion and amortization       16,386   16,379   16,597   8,761   8,510
Financial results, net   6   (11,378)   (17,812)   24,152   (1,635)   7,421
Changes in assets and liabilities:                        
Accounts receivable   11   (1,812)   4,604   (14,155)   (1,175)   1,881
Inventories   12   211   (2,572)   (691)   (69)   (503)
Suppliers and contractors   13   2,283   1,286   (766)   3,647   (291)
Other assets and liabilities, net       (8,605)   (2,403)   (979)   (5,259)   (4,064)
Cash flow from operations       95,793   178,815   99,171   74,232   155,528

 

b) Cash flow from investing activities

 

      Consolidated   Parent Company
      Year ended December 31,
  Notes   2022   2021   2020   2022   2021
Disbursement related to VNC sale 16(f)   -   (3,134)   -   -   -
Proceeds from sale of CSI 16(c)   2,269   -   -   -   -
Proceeds from sale of Midwestern System, net of cash 16(b)   745   -   -   815   -
Proceeds from disposal of Mosaic shares 16(l)   -   6,919   -   -   6,044
Proceeds from sale of Vale Florestar -   48   50   54   48   50
Proceeds from disposal of VLI shares 16(h)   -   -   1,223   -   -
Proceeds from sale of Longyu 16(j)   -   -   843   -   -
Proceeds from disposal of investments, net     3,062   3,835   2,120   863   6,094

 

 35

 

 

 

 

c) Reconciliation of debt to cash flows arising from financing activities

 

 

    Consolidated
    Quoted in the secondary market   Debt contracts in Brazil   Debt contracts on the international market   Total
December 31, 2020   47,010   4,980   17,436   69,426
Additions   -   -   5,165   5,165
Payments (i)   (5,944)   (2,023)   (2,792)   (10,759)
Interest paid (ii)   (2,791)   (723)   (306)   (3,820)
Cash flow from financing activities   (8,735)   (2,746)   2,067   (9,414)
                 
Effect of exchange rate   3,684   (772)   1,564   4,476
Interest accretion   2,542   658   279   3,479
Non-cash changes   6,226   (114)   1,843   7,955
                 
December 31, 2021   44,501   2,120   21,346   67,967
Additions   -   -   6,764   6,764
Payments (i)   (7,338)   (1,151)   (3,275)   (11,764)
Interest paid (ii)   (3,353)   (237)   (477)   (4,067)
Cash flow from financing activities   (10,691)   (1,388)   3,012   (9,067)
Effect of exchange rate   (2,417)   (86)   (1,829)   (4,332)
Interest accretion   2,507   815   451   3,773
Non-cash changes   90   729   (1,378)   (559)
December 31, 2022   33,900   1,461   22,980   58,341

 

    Parent Company
    Quoted in the secondary market   Debt contracts in Brazil   Debt contracts on the international market   Total
December 31, 2020   10,396   4,471   8,297   23,164
Additions   -   -   3,226   3,226
Payments (i)   (5,772)   (1,997)   (1,282)   (9,051)
Interest paid (ii)   (740)   (364)   (142)   (1,246)
Cash flow from financing activities   (6,512)   (2,361)   1,802   (7,071)
                 
Effect of exchange rate   669   (297)   617   989
Interest accretion   629   310   121   1,060
Non-cash changes   1,298   13   738   2,049
                 
December 31, 2021   5,182   2,123   10,837   18,142
Additions   -   -   2,016   2,016
Payments (i)   (871)   (630)   (2,282)   (3,783)
Interest paid (ii)   (610)   (218)   (204)   (1,032)
Cash flow from financing activities   (1,481)   (848)   (470)   (2,799)
Effect of exchange rate   (198)                         -     (478)   (676)
Interest accretion   367   185   263   815
Non-cash changes   169   185   (215)   139
December 31, 2022   3,870   1,460   10,152   15,482

 

(i)Includes bond premium repurchase.
(ii)Classified as operating activities in the statement of cash flows.

 

Funding

 

·In November 2022, the Company contracted a loan with the Export-Import Bank of China of R$1,582 (US$300 million) indexed to the Secured Overnight Financing Rate (“SOFR”) and maturing in 2025. The Company also drawdown R$1,055 (US$200 million) from a line of credit with Japan Bank International Cooperation (“JBIC”), which is maturing in 2032.

 

·In July 2022, the Company contracted a loan of R$805 (US$150 million) with SMBC Bank indexed to SOFR and maturing in 2027.

 

·In May 2022, the Company contracted a loan of R$967 (US$200 million) with MUFG Bank indexed to SOFR and maturing in 2027.

 36

 

 

 

 

·In January 2022, the Company contracted two loans indexed to LIBOR, in the amount of R$2,361 (US$425 million) with maturity in 2027 with the Bank of Nova Scotia. Vale is in discussions to replace the reference interest rate from LIBOR to SOFR and does not expect a material change in the costs of this transaction.

 

·In October and December 2021, the Company contracted a loan indexed to LIBOR in the amounts of R$1,953 (US$350 million) and R$1,563 (US$280 million), maturing in 2027 and 2032, with a commercial bank and a Japanese development bank, respectively. Vale is in discussions to replace the reference interest rate from LIBOR to SOFR and does not expect a material change in the costs of this transaction.

 

·In January 2021, the Company contracted a loan of R$1,633 (US$300 million) with The New Development Bank maturing in 2035 and indexed to LIBOR + 2.49% per year. Vale is in discussions to replace the reference interest rate from LIBOR to SOFR and does not expect a material change in the costs of this transaction.

 

Payments

 

·In January 2023 (subsequent event), the Company paid principal and interest of debentures, in the amount of R$124 (US$24 million).

 

·In August 2022, the Company settle its infrastructure debentures of the 2nd series, by a payment of R$865 (US$170 million).

 

·In June 2022, the Company repurchased R$6,520 (US$1,291 million) of its bonds and paid a premium of R$568 (US$113 million), which has been recorded and is presented as “bond premium repurchase” under the financial results for the year ended December 31, 2022.

 

·In January 2022, the Company prepaid R$993 (US$200 million) of a line of credit maturing in 2023 with the Bank of Nova Scotia.

 

·In March 2021, the Company redeemed all of its 3.75% bonds due January 2023, in the total amount of R$4,946 (US$884 million) (EUR750 million) and paid a premium of R$354 (US$63 million), which was recorded and is presented as “bond premium repurchase” under the financial results for the year ended December 31, 2021.

 

 

d) Non-cash transactions

    Consolidated   Parent Company
    Year ended December 31,
    2022   2021   2020   2022   2021
Non-cash transactions:                    
Additions to property, plant and equipment - capitalized loans and borrowing costs   240   318   345   240   318

 

 

11.Accounts receivable

 

      Consolidated   Parent Company
  Notes   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Receivables from customer contracts                  
Related parties 31   1,102   608   46,700   46,044
Third parties                  
Iron Solutions     16,346   16,868   634   1,897
Energy Transition Materials     5,135   3,730   7   9
Other     180   900   100   23
Accounts receivable     22,763   22,106   47,441   47,973
Expected credit loss     (226)   (266)   (61)   (61)
Accounts receivable, net     22,537   21,840   47,380   47,912

 

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

 37

 

 

 

Provisionally priced commodities sales – The Company is mainly exposed to iron ore and copper price risk. The final sales price of these commodities is calculated based on the pricing period stipulated in the sales contracts, which generally is later than the revenue recognition date. Therefore, the Company initially recognizes revenue based on a provisional invoice and the receivables of the provisionally priced products are subsequently measured at fair value through profit or loss (note 20), with these changes in the value of the receivables recorded in the Company's sales revenue.

 

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

 

    Year ended December 31, 2022
    Thousand metric tons   Provisional price (US$/ton)   Change  

Effect on Revenue

(US$ million)

Iron ore   25,052   112   +/-10%   +/-1,480
Iron ore pellets   83   164   +/-10%   +/-7
Copper   79   10,236   +/-10%   +/-424

 

Accounting policy

Accounts receivable is the total amount due from sale of products and services rendered by the Company. Accounts receivable is recognized at fair value and subsequently measured at amortized cost using the effective interest method, except for component of provisionally priced commodities sales that are subsequently measured at fair value through profit or loss.

The Company applies the IFRS 9/CPC 48 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all accounts receivable. The Company has established a provision matrix that is based on historical credit loss experience, adjusted for forward-looking factors specific to the economic environment and by any financial guarantees related to these accounts receivables. 

 

12.Inventories

 

 

    Consolidated   Parent Company
    December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Finished products                
Iron Solutions   11,091   12,249   4,927   4,495
Energy Transition Materials   3,396   3,246   224   190
Other   -   120   -    
    14,487   15,615   5,151   4,685
                 
Work in progress   4,175   4,566   144   148
Consumable inventory   5,272   4,777   2,790   2,624
                 
Allowance to net realizable value (i)   (548)   (529)   (268)   (211)
Total of inventories   23,386   24,429   7,817   7,246

 

(i) In 2022, the effect of provision for net realizable value was R$229 (US$44 million) (2021: R$4 (US$1 million)).

 

The cost of goods sold is presented in note 5(a).

 

Accounting policy

Inventories are stated at the lower of cost and net realizable value. Inventory production cost comprises variable and fixed costs, direct and indirect costs of production and are assigned to individual items of inventory based on weighted average costs method. At the end of the reporting period, net realizable value of inventories are assessed and a provision for losses on obsolete or slow-moving inventory may be recognized. The write-downs and reversals are recognized as “Cost of goods sold, and services rendered”. 

 

 38

 

 

 

 

13.Suppliers and contractors
      Consolidated   Parent Company
  Notes   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Third parties – Brazil     14,042   9,856   13,184   8,979
Third parties – Abroad     8,342   9,029   85   1,006
Related parties 31   894   508   979   618
Total     23,278   19,393   14,248   10,603

 

The Company has transactions with certain suppliers, which allows them to anticipate their receivables and the Company to extend its payment term within the short term, that is, during its operational cycle. The outstanding balance related to those transactions was R$3,877 (US$743 million) as at December 31, 2022 (2021: R$3,291 (US$589 million)), of which R$1,058 US$202 million (2021: R$1,158 (US$207 million)) relates to the structure created by the Company with the exclusive purpose of enabling small and medium suppliers to anticipate their receivables with better interest rates, in line with Vale’s social pillar.

 

Accounting policy

The Company assesses whether the payment term extension arrangement substantially modifies the original liability based on qualitative and quantitative aspects. If the original liability has been substantially modified, the Company derecognizes the original liability (suppliers) and recognizes a new financial liability (other financial liabilities), any gain/loss is recognized in income statement. If the original liability has not been substantially modified, the original liability (suppliers) remains. 

 

 

14.Other financial assets and liabilities

 

        Consolidated
        Current   Non-Current
    Notes   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Other financial assets                    
Restricted cash       -   -   404   653
Derivative financial instruments   20   1,788   619   1,022   110
Investments in equity securities (i)       -   -   36   33
        1,788   619   1,462   796
Other financial liabilities                    
Derivative financial instruments   20   470   1,355   972   3,301
Other financial liabilities - Related parties   31   2,086   2,192   -   -
Financial guarantees provided (ii)   32(b)   -   -   537   3,026
Liabilities related to the concession grant   14(a)   2,169   4,241   13,326   8,017
Contract liability and other advances (iii)       4,000   5,111   -   -
        8,725   12,899   14,835   14,344

 

        Parent Company
        Current   Non-Current
    Notes   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Other financial assets                    
Restricted cash       -   -   22   358
Derivative financial instruments   20   1,160   410   1,022   46
Investments in equity securities (i)       -   -   31   33
Other financial assets       -   -   50   43
        1,160   410   1,125   480
Other financial liabilities                    
Derivative financial instruments   20   128   879   848   3,042
Loans - Related parties   31   25,691   4,574   48,465   81,551
Other financial liabilities - Related parties   31   3,660   2,235   -   -
Financial guarantees provided (ii)   32(b)   -   -   537   3,026
Liabilities related to the concession grant   14(a)   2,169   4,241   13,326   8,017
Contract liability and other advances (iii)       33   25   -   -
        31,681   11,954   63,176   95,636

 

(i) Corresponding to a 3.24% non-controlling interest in Boston Electrometallurgical Company, whose objective is to promote the development of a technology focused on reducing carbon dioxide emissions in steel production.

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

(iii) Includes advances received from customers that meets the definition of contract liability described in IFRS 15/CPC 47 – Revenue from Contracts with Customers and other financial advances received that meet the definition of a financial liability described in IAS 32/CPC 49 - Financial Instruments: Presentation.

 39

 

 

 

 

a) Liabilities related to the concession grant

 

In December 2020, the Company entered into an agreement with the Federal Government to continue operating its concessions of the Estrada de Ferro Carajás (“EFC”) and Estrada de Ferro Vitória a Minas (“EFVM”) for thirty years more, extending the maturity date from 2027 to 2057.

 

In 2022, the Company reviewed the cash disbursement estimates for the execution of investments in infrastructure, mainly due to inflation of the costs of inputs and services, and the physical inventory review, resulting in an addition to the provision in the amount of R$ 4,448 (US$849 million).

 

    Consolidated
    December 31, 2021   Addition   Present value adjustment   Disbursements   December 31, 2022
Payment obligation   3,271   2,302   498   (1,096)   4,975
Infrastructure investment   8,987   2,146   239   (852)   10,520
    12,258   4,448   737   (1,948)   15,495
                     
Current liabilities   4,241               2,169
Non-current liabilities   8,017               13,326
Liabilities   12,258               15,495
                     
Discount rate in nominal terms - Payment obligation   11.04%               11.04%
Discount rate in nominal terms - Infrastructure investment   5.11% - 5.75%               6.08% - 6.23%

 

(a.i) Payment obligation

The Company will make payments for the concession grants in quarterly installments through the concession period. This commitment is updated annually by the readjustment index for monetary exchange (“IRT”), which was 6.47% for the year ended December 31, 2022 (2021: 12.34%).

In addition, the National Land Transport Agency (“ANTT”) may require, at their discretion, further investments on the concession network. Furthermore, there is a requirement for the Company to complete a minimum percentage of certain investments by 2027. In these circumstances, discussions on the economic and financial rebalancing of the contracts will be required and depending on the result of the physical inventory review and if new investments are demanded, the carrying amount of grant payable may have a material impact in the future.

(a.ii) Infrastructure investment

Midwest Integration Railroad ("FICO") - Construction of 383 km of FICO, between the municipalities of Mara Rosa, in Goiás, and Água Boa, in Mato Grosso. The construction started in 2021 and the execution period is expected to take 5 years. As at December 31, 2022, the Company has a provision in the amount of R$7,385 (US$1,415 million) (2021: R$6,730 (US$1,206 million).

Infrastructure program - Comprises over 450 separate projects designed to improve safety and reduce trespass where the railways pass through urban areas. The program will benefit 25 and 33 municipalities intercepted by EFC and EFVM, respectively. As at December 31, 2022, the Company has a provision in the amount of R$3,135 (US$601 million) (2021: R$1,910 (US$404 million)).

West-East Integration Railway (“FIOL”) - Acquisition and delivery of rails and sleepers, which the Federal Government will use for construction of section II of the FIOL, which will connect the municipalities of Caetité and Barreiras, in Bahia, and other miscellaneous commitments. In 2022, ANTT issued the definitive Discharge Term regarding the rails and sleepers acquired for FIOL, as established in an amendment to the EFVM concession contract. Therefore, this obligation was settled in 2022 (2021: R$347 (US$62 million)).

 40

 

 

 

The construction of FICO and the execution of the Infrastructure Program are Vale's responsibility and changes in relation to the original budgets may materially change the balance of the provision in the future.

 41

 

 

 

 

(a.iii) Guarantee

In addition, as a condition for signing the contracts, the Company contracted a guarantee with coverage of R$1,026 (US$180 million) as at December 31, 2021. These insurance contracts guarantee compensation, up to the amount established in the policy, for any losses arising from non-compliance of the contractual obligations assumed by Vale in the concession contracts.

Accounting policy

Concessions – Railway concessions liabilities consist of the following future payments discounted at present value: (i) fixed payments for the concession; (ii) amounts expected to be disbursed for constructing railways and infrastructure; (iii) cost of acquiring equipment to be made available for the granting authority; and (iv) other miscellaneous obligations and commitments that complement the early extension of the railway concessions agreement.

Grant payments are discounted using the regulatory weighted average cost of capital (“WACC”), which is the interest rate explicit in the concession agreement as determined by the ANTT, and payments related to other investment obligations are discounted at an incremental rate to reflect the time value of money, that is, a risk-free interest rate applicable to the economic environment in which the Company operates and with terms and conditions equivalent to the obligations assumed.

The amounts payable in relation to the concession granted accounted for as intangible in accordance with the accounting policy, disclosed in note 17.

 42

 

 

 

15.Investments in subsidiaries, associates, and joint ventures

 

                Investments   Equity results in the income statement   Dividends received
                December 31,   Year ended December 31, Year ended December 31,
    Business   % ownership   % voting capital   2022   2021   2022   2021   2020   2022   2021   2020
Direct and indirect subsidiaries                                            
In Brazil                                            
Companhia Portuária da Baía de Sepetiba   Iron ore   100.00   100.00   310   313   119   133   145   128   120   81
Mineração Corumbaense Reunida S.A.   Iron ore and manganese   100.00   100.00   -   -   2,899   (89)   (670)   -   -   -
Minerações Brasileiras Reunidas S.A.   Iron ore   100.00   100.00   2,086   2,425   167   1,314   1,875   -   -   445
Minerações Brasileiras Reunidas S.A. – Goodwill   Iron ore   -   -   4,060   4,060   -   -   -   -   -   -
Vale Manganês S.A.   Manganese   100.00   100.00   -   11   (118)   (369)   (384)   -   -   -
Salobo Metais S.A.   Cooper   100.00   100.00   13,880   14,183   2,231   3,932   3,616   2,842   2,717   1,562
Tecnored Desenvolvimento Tecnológico S.A.   Iron ore   100.00   100.00   117   81   (176)   (193)   (184)   -   -   -
Valepar – Goodwill   Iron ore   -   -   3,073   3,073   -   -   -   -   -   -
Other       -   -   431   293   (118)   (499)   (852)   -   -   75
Abroad                                            
Vale Holdings B.V.   Holding   100.00   100.00   2,523   5,238   (504)   (153)   (2,163)   7,885   17,109   -
Vale Canada Limited   Nickel   100.00   100.00   21,726   18,546   4,618   (611)   (4,407)   -   -   -
Vale International S.A.   Trading and holding   100.00   100.00   57,877   75,923   33,484   10,007   14,543   -   -   -
Vale Malaysia Minerals Sdn. Bhd.   Iron ore   100.00   100.00   6,755   7,527   291   41   181   -   -   -
Other       -   -   354   2,196   (291)   216   (257)   -   -   -
                113,192   133,869   42,602   13,729   11,443   10,855   19,946   2,163
Associates and joint ventures                                            
In Brazil                                            
Aliança Geração de Energia S.A.   Energy   55.00   55.00   1,772   2,046   162   277   140   179   140   126
Aliança Norte Energia Participações S.A.   Energy   51.00   51.00   553   586   (34)   (20)   (40)   -   -   -
Companhia Coreano-Brasileira de Pelotização   Pellets   50.00   50.00   415   284   191   247   36   84   185   178
Companhia Hispano-Brasileira de Pelotização   Pellets   50.89   50.00   250   211   95   7   57   30   34   144
Companhia Ítalo-Brasileira de Pelotização   Pellets   50.90   50.00   323   270   156   212   50   120   127   119
Companhia Nipo-Brasileira de Pelotização   Pellets   51.00   50.00   759   720   269   214   43   295   41   164
Samarco Mineração S.A. (note 25)   Pellets   50.00   50.00   -   -   -   -   -   -   -   -
Companhia Siderúrgica do Pecém   Steel   50.00   50.00   -   553   -   316   (655)   -   -   -
Mineração Rio do Norte S.A.   Bauxite   40.00   40.00   -   -   -   (29)   (7)   -   -   45
MRS Logística S.A.   Logistics   48.16   47.09   2,656   2,334   421   394   185   79   49   115
VLI S.A.   Logistics   29.60   29.60   2,234   2,278   (44)   (218)   (88)   -   -   8
Other   Other   -   -   419   374   35   16   15   7   5   2
Abroad                                            
California Steel Industries, Inc.   Steel   50.00   50.00   -   -   -   1,226   (31)   360   462   -
Other       -   -   -   115   16   11   (34)   -   -   3
Equity results in associates and joint ventures               9,381   9,771   1,267   2,653   (329)   1,154   1,043   904
Parent Company's total investment               122,573   143,640   43,869   16,382   11,114   12,009   20,989   3,067
Other results in investments               -   -   (1,143)   (9,600)   (5,562)   -   -   -
Equity results and other results               122,573   143,640   42,726   6,782   5,552   12,009   20,989   3,067

 43

 

 

 

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

 

a) Changes in the year

 

 

      Consolidated   Parent Company
  Notes   2022   2021   2022   2021
Balance at January 1,     9,771   10,557   143,640   181,319
Capital contribution to CSP     1   237   1,184   899
Disposals     -   -   (210)   (38)
Sale of Midwestern System 16(b)   -   -   (1,399)   -
Equity results in income statement     1,267   2,653   43,869   16,382
Dividends declared     (991)   (1,238)   (3,585)   (2,752)
Translation adjustment     (22)   138   (34,365)   (18,216)
Capital reduction of VISA     -   -   (7,885)   (17,109)
Share buyback programs 30(c)   -   -   (16,059)   (13,547)
Mergers     -   -   (2,002)   (3,547)
Transfer the equity results to discontinued operations 16(a)   -   (144)   -   -
Transfer of CSI to assets held for sale 16(c)   -   (2,131)   -   -
Share-based payment     -   -   29   86
Impairment of CSP 16(d)   (553)   -   (553)   (338)
Other     (92)   (301)   (91)   501
Balance at December 31,     9,381   9,771   122,573   143,640

 

Capital reduction in a foreign subsidiary – In August 2022, the Company approved a capital reduction in the amount of R$7,885 (US$1,500 million) of Vale International SA (“VISA”), a wholly-owned foreign subsidiary, leading to a reduction in the absolute value of the investment held by the Parent Company, leading to a gain of R$7,938 (US$1,543 million) presented as “Other financial items, net” (note 6). The remaining balance of cumulative translation adjustments of VISA represents R$24,120 (US$4,623 million) as at December 31, 2022.

 

In December 2021, the Company approved a capital reduction in the amount of R$17,109 (US$3,000 million) in VISA, generating a gain of R$13.634 (US$2,413 million) related to the reclassification of the cumulative translation adjustments of this investment, recorded in the equity to the income statement for year ended December 31, 2021, presented as “Other financial items, net” (note 6).

 

b) Summarized financial information

 

The summarized financial information about relevant associates and joint ventures for the Company are as follow. The stand-alone financial statements of those entities may differ from the financial information reported herein, which is prepared considering Vale’s accounting policies and using the most recent financial information available adjusted for the effects of significant transactions or events that occur between the date of the financial information and the date of the Company’s financial statements. The summarized financial information about Samarco is presented in note 25.

 

    December 31, 2022
    Aliança Geração de Energia   Aliança Norte Energia Participações   CSP   Pelletizing plants (i)   MRS Logística   VLI S.A.
Current assets   728   -   4,316   2,594   2,019   3,966
Non-current assets   4,804   1,092   14,134   1,710   12,513   19,041
Total assets   5,532   1,092   18,450   4,304   14,532   23,007
                         
Current liabilities   839   -   2,564   855   2,660   4,227
Non-current liabilities   1,471   8   12,783   4   6,358   11,234
Total liabilities   2,310   8   15,347   859   9,018   15,461
Equity   3,222   1,084   3,103   3,445   5,514   7,546
                         
Net revenue   1,109   -   12,392   2,171   5,592   7,107
Net income (loss)   294   (66)   1,998   1,403   874   (149)

 

 44

 

 

 

 

 

    December 31, 2021
    Aliança Geração de Energia   Aliança Norte Energia Participações   CSP   Pelletizing plants (i)   MRS Logística   VLI S.A.
Current assets   624   -   3,157   2,369   2,776   2,759
Non-current assets   4,600   1,149   14,596   1,489   10,660   19,814
Total assets   5,224   1,149   17,753   3,858   13,436   22,573
                         
Current liabilities   257   -   2,443   926   2,495   3,239
Non-current liabilities   1,247   -   14,205   3   6,094   11,637
Total liabilities   1,504   -   16,648   929   8,589   14,876
Equity   3,720   1,149   1,105   2,929   4,847   7,697
                         
Net revenue   1,000   -   12,097   2,138   4,427   5,981
Net income (loss)   504   (39)   4,681   1,342   818   (736)

 

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

 

c) Noncontrolling interest

 

Summarized financial information

 

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

 

 

    December 31, 2022
    PTVI     Vale Oman Pelletizing (note 16n)   Other   Total
Current assets   4,450     440   -   -
Non-current assets   11,199     3,032   -   -
Related parties – Shareholders   592     420   -   -
Total assets   16,241     3,892   -   -
                   
Current liabilities   954     499   -   -
Non-current liabilities   1,300     776   -   -
Related parties – Shareholders   -     1,550   -   -
Total liabilities   2,254     2,825   -   -
                   
Equity   13,987     1,067   -   -
Equity (negative reserves) attributable to noncontrolling interests   7,785     320   (323)   7,782
                   
Net income   842     147   -   -
Net income (loss) attributable to noncontrolling interests   469     44   (100)   413
                   
Dividends paid to noncontrolling interests   -     65   -   65

 

    December 31, 2021
    PTVI   Vale Moçambique   Vale Oman Pelletizing   Other   Total
Current assets   4,300   2,348   512   -   -
Non-current assets   10,462   1,085   3,534   -   -
Related parties – Shareholders   459   32   139   -   -
Total assets   15,221   3,465   4,185   -   -
                     
Current liabilities   972   1,251   548   -   -
Non-current liabilities   388   415   875   -   -
Related parties – Shareholders   -   67,364   1,651   -   -
Total liabilities   1,360   69,030   3,074   -   -
                     
Equity (negative reserves)   13,861   (65,565)   1,111   -   -
Equity (negative reserves) attributable to noncontrolling interests   7,715   (3,278)   333   (115)   4,655
                     
Net income   1,083   1,537   148   -   -
Net income (loss) attributable to noncontrolling interests   603   (475)   44   (57)   115
                     
Dividends paid to noncontrolling interests   98   -   77   -   175

 45

 

 

 

 

  December 31, 2020
  PTVI   VNC   Vale Moçambique   Vale Oman Pelletizing   Other   Total
Current assets 3,090   11   1,827   304   -   -
Non-current assets 9,773                    -     868   3,377   -   -
Related parties - Shareholders 318   256   151   243   -   -
Total assets 13,181   267   2,846   3,924   -   -
                       
Current liabilities 844   3   1,766   191   -   -
Non-current liabilities 273   2   510   1,028   -   -
Related parties - Shareholders                  -     1,458   63,323   1,691   -   -
Total liabilities 1,117   1,463   65,599   2,910   -   -
                       
Equity (negative reserves) 12,064   (1,196)   (62,753)   1,014   -   -
Equity (negative reserves) attributable to noncontrolling interests 6,715   (60)   (12,111)   304   353   (4,799)
                       
Net income (loss) 443   (3,504)   (9,347)   101   -   -
Net income (loss) attributable to noncontrolling interests 184   (175)   (1,799)   30   (50)   (1,810)
                       
Dividends paid to noncontrolling interests -   -   -   72   -   72

 

Accounting policy

 

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

 

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

 

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

 

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

 

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

 

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

 

Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost. The Company investment in joint ventures includes the goodwill identified in the acquisition, net of any impairment loss. The Company interest in the profits or losses of its joint ventures is recognized in the income statement and participation in the changes in reserves is recognized in the Company's reserves. When the Company’s interest in the losses of an associate or joint venture is equal to or greater than the carrying amount of the investment, including any other receivables, the Company does not recognize additional losses, unless it has incurred obligations or made payments on behalf of the joint venture.

 46

 

 

 

 

In addition, the financial information of associates and joint ventures used to account for their impact in these financial statements may differ from the stand-alone financial statements of those entities due to adjustments to Vale's accounting policy and the length of the reporting periods.

 

Cumulative translation adjustments - IAS 21 defines that exchange differences arising from transactions and balances of foreign operations are recognized in other comprehensive income and accumulated in equity until this operation is fully or partially disposed. “Partial disposal” of an investment can be interpreted as (i) reduction in the percentage of equity interest; or (ii) reduction in the absolute value of the investment through the reduction of the investee's capital, even if the investor’s percentage of ownership interest is not changed. Therefore, there is an accounting policy choice regarding the definition of partial disposal.

 

Thus, the Company has determined as its accounting policy that a capital reduction in an investment in a foreign operation should be treated under the absolute value approach as described in ii) above. Therefore, the exchange differences recorded in equity are reclassified to the income statement in the same proportion as the reduction in the net investment held in the foreign operation. 

Critical accounting estimates and judgments

 

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

 

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

 

Vale and Sumitomo Metal Mining Co. Ltd. (“SMM”) own a 44.3% and 15% equity interest in PT Vale Indonesia Tbk (“PTVI”), respectively, for a total of 59.3% interest in PTVI. Vale and SMM have a Shareholders' Agreement ("Block voting agreement"), establishing that SMM will follow Vale's guidelines in decision-making on financial and operational matters relevant to the management of PTVI and, therefore, the Company consolidates PTVI in its financial statements.

 

 

16.Acquisitions and divestitures

 

Effects on the balance sheet

 

 

    December 31, 2022   December 31, 2021
    Total  

Coal

(Discontinued operation)

  Manganese assets   CSI   Other   Total
Assets                        
Accounts receivable   -   2   59   -   -   61
Inventories   -   933   66   -   -   999
Taxes   -   2,031   95   -   -   2,126
Investments   -   -   -   2,131   -   2,131
Property, plant and equipment   -   -   -   -   35   35
Other assets   -   112   4   -   -   116
    -   3,078   224   2,131   35   5,468
Liabilities                        
Suppliers and contractors   -   613   54   -   -   667
Other liabilities   -   1,292   19   -   -   1,311
    -   1,905   73   -   -   1,978

 

 47

 

 

 


Effects on the income statement

 

        Year ended December 31, 2022
        Cumulative translation adjustments   Result of the transaction
    Reference   Other financial items, net   Equity results and other results in associates and joint ventures   Total recycling from OCI   Impairment reversal (impairment) of non-current assets   Equity results and other results in associates and joint ventures
Midwestern System   16(b)   188   -   188   5,620   -
California Steel Industries   16(c)   -   779   779   -   741
Companhia Siderúrgica do Pecém (i)   16(d)   -   -   -   -   (685)
Manganese   16(e)   -   -   -   (56)   -
Other       149   -   149   -   (40)
        337   779   1,116   5,564   16
Discontinued operations (Coal)   16(a)   14,636   -   14,636   (2,867)   -
        14,973   779   15,752   2,697   16
                         

(i) Includes impairment of the investment in the amount of R$553 (US$111 million) and a provision for accounts receivable with CSP in the amount of R$132 (US$24 million).

        Year ended December 31, 2021  
        Cumulative translation adjustments   Result of the transaction  
    Reference   Other financial items, net   Equity results and other results in associates and joint ventures   Total recycling from OCI   Impairment of non-current assets   Equity results and other results in associates and joint ventures  
Midwestern System   16(b)   -   -   -   (540)   -  
Vale Nouvelle-Calédonie S.A.S.     16(f)   6,391   -   6,391   (549)   -  
Vale Shipping   16(g)   4,284   -   4,284   -   -  
Manganese   16(e)   -   -   -   (192)   -  
Other       58   -   58   -   (384)  
        10,733   -   10,733   (1,281)   (384)  
Discontinued operations (Coal)   16(a)   2,134   -   2,134   (17,178)   -  
        12,867   -   12,867   (18,459)   (384)  

 

                           
        Year ended December 31, 2020  
        Cumulative translation adjustments   Result of the transaction  
    Reference   Other financial items, net   Equity results and other results in associates and joint ventures   Total recycling from OCI   Impairment of non-current assets   Equity results and other results in associates and joint ventures  
Vale Nouvelle-Calédonie S.A.S.   16(f)   -   -   -   (4,728)   -  
VLI   16(h)   -   -   -   -   885  
Biopalma   16(i)   -   -   -   (681)   -  
Longyu   16(j)   -   598   598   -   -  
Manganese   16(e)   -   -   -   (412)   -  
Other       -   104   104   -   (53)  
        -   702   702   (5,821)   832  
Discontinued operations (Coal)   16(a)           -   (4,851)      
        -   702   702   (10,672)   832  

 

a)    Discontinued operations (Coal) - The Company has metallurgical and thermal coal mining and processing operations through Vale Moçambique S.A. (“Vale Moçambique”) which was a company controlled by Vale, that had a non-controlling interest held by Mitsui & Co. Ltd. (“Mitsui”). Coal products are transported from the Moatize mine to the maritime terminal by the Nacala Logistics Corridor (“NLC”), which was a joint venture between Vale and Mitsui. The NLC’s main assets are the railways and port concessions located in Mozambique and Malawi.

 

As part of the sustainable mining strategic agenda, the Company announced in 2021 its intention to divest from coal assets. To achieve this objective, it was necessary to carry out the corporate reorganization through the acquisition of the interests held by Mitsui in these assets, which, upon completion, allowed an agreement with Vulcan Minerals (“Vulcan”), for the sale of all coal assets. Following the signing of the agreement in December 2021, the Company started to treat coal as a discontinued operation. Below is a summary of the main events:

 48

 

 

 


Acquisition of non-controlling interest in Vale Moçambique

 

On June 22, 2021, the Company acquired 15% interest held by Mitsui in Vale Moçambique for an immaterial consideration, which resulted in a loss of R$1,666 (US$331 million) due to the negative reserves of Vale Moçambique at the conclusion of the transaction. This transaction with non-controlling interests was recognized in the equity as “Acquisition and disposal of non-controlling interest”. After the acquisition of the interests previously held by Mitsui, the Company holds 95% of the share capital of Vale Moçambique and the remaining interest is held by the government of Mozambique.

 

Business combinations – NLC

 

The Company also concluded the acquisition of NLC’s control on June 22, 2021, through the disbursement of R$12,665 (US$2,517 million) to settle NLC’s loans with third parties (“Project Finance”), satisfying all conditions for acquiring the additional 50% held by Mitsui. Therefore, the Company started consolidating the NLC’s assets and liabilities on its balance sheet.

 

Following the closing, the Company assessed the fair value of the acquired business, resulting in a loss of R$3,880 (US$771 million) on the fair value of the loans receivable from NLC, presented as “Impairment and disposals of non-current assets, net” in the loss of discontinued operations for the year ended December 31, 2021. The loss recognized was due to the decrease in the long-term price assumption for both metallurgical and thermal coal as well as the reduction in the expected production to reflect the operational challenges to reach the ramp-up of the coal business.

 

The fair values of identifiable assets acquired, and liabilities assumed as a result of the NLC’s acquisition were as follows:

 

    June 22, 2021
Acquired assets    
Cash and cash equivalents   865
Inventory, recoverable tax and other assets   2,128
Intangible   11,166
Property, plant, and equipment   6,858
Assumed liabilities   (795)
Net identifiable assets acquired   20,223
Fair value adjustments (i)   (8,001)
Total identifiable net assets at fair value   12,222
     
Pre-existing relation (Loans receivable from NLC)   4,322
Loss on pre-existing relation   (3,880)
    12,665
     
Cash consideration   12,665
(-) Balances acquired    
Cash and cash equivalents   865
Net cash outflow   11,800

 

(i) Of this amount, R$2,218 (US$441 million) was allocated to property, plant, and equipment and R$3,978 (US$791 million) was allocated to intangible and the remaining amount was allocated to other assets.

 

 

Fair value adjustments

 

Following the decision to divest from the coal segment, the Company initiated interactions with potential interested parties in acquiring these assets, and the negotiations that were underway at the time, resulted in the decision to provision in full the book value of these assets, mainly due to the difficulties to prove the expected productivity levels of metallurgical coal and thermal coal, due to the delays that occurred to implement the mining plan and the strategy for the plant to reach the ramp-up of the asset. The Company recorded the impact of R$13,298 (US$2,511 million) in the net income from discontinued operations for the year ended December 31, 2021, presented as “Impairment and disposal of non-current assets”.

 

Binding agreement with Vulcan Minerals (“Vulcan”)

 

In December 2021, the Company entered into a binding agreement with Vulcan Resources (formerly Vulcan Minerals - “Vulcan”) for the sale of these assets. Under the sale agreement Vulcan has committed to pay the gross amount of R$1,285 (US$270 million), 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. Up to this date, the Company has not recognized any gain in relation to these royalties.

 49

 

 

 

 

In April 2022, the transaction was completed and the Company recorded a net income from discontinued operations of R$9,818 (US$2,060 million) for the year ended December 31, 2022, which is mainly driven by the reclassification of the cumulative translation adjustments of R$14,636 (US$3,072 million), from the equity to the income statement, which was partially offset by the derecognition of noncontrolling interest of R$2.783 (US$585 million) due to the deconsolidation of the coal assets. Additionally, until the closing of the transaction, the Company recorded losses of R$2,867 (US$589 million) due to the impairment of assets acquired in the period and working capital adjustments. These effects are presented below:

 

Net income and cash flows from discontinued operations

 
     
    Year ended December 31,  
    2022   2021   2020  
Net income from discontinued operations              
Net operating revenue   2,308   5,877   2,431  
Cost of goods sold and services rendered   (1,370)   (7,504)   (7,619)  
Operating expenses   (64)   (180)   (224)  
Impairment and disposals of non-current assets, net   (2,867)   (17,178)   (4,851)  
Operating loss   (1,993)   (18,985)   (10,263)  
Cumulative translation adjustments (i)   14,636   2,134   -  
Other financial results, net   (33)   175   12  
Derecognition of noncontrolling interest   (2,783)   -   -  
Equity results in associates and joint ventures   -   (144)   (226)  
Net income (loss) before income taxes   9,827   (16,820)   (10,477)  
Income taxes   (9)   4,336   1,602  
Net income (loss) from discontinued operations   9,818   (12,484)   (8,875)  
Loss attributable to noncontrolling interests   -   (476)   (1,799)  
Net income (loss) attributable to Vale's shareholders   9,818   (12,008)   (7,076)  

 

(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/CPC 02 and, therefore, the Company recognized a gain related to the cumulative translation adjustments in the amount of R$2,134 (US$424 million), which was reclassified to the net income as “Other financial items, net”.

 
    Consolidated
    Year ended December 31,
    2022   2021   2020
Cash flow from discontinued operations            
 Operating activities            
Net income (loss) before income taxes   9,827   (16,820)   (10,477)
 Adjustments:            
  Equity results in associates and joint ventures   -   144   226
  Depreciation, amortization and depletion   -   359   82
  Impairment and disposals of non-current assets, net   2,867   17,178   4,851
 Derecognition of noncontrolling interest   2,783   -   -
  Financial results, net   (14,603)   (2,309)   (12)
 Decrease in assets and liabilities   (661)   (284)   (132)
Net cash generated (used) by operating activities   213   (1,732)   (5,462)
             
Investing activities            
 Additions to property, plant and equipment   (201)   (1,056)   (1,007)
 Acquisition of NLC, net of cash   -   (11,800)   -
 Disposal of coal, net of cash   (333)   -   -
 Other       380   338
Net cash used in investing activities   (534)   (12,476)   (669)
             
Financing activities            
 Payments   (54)   (72)   (78)
Net cash used in financing activities   (54)   (72)   (78)
Net cash used by discontinued operations   (375)   (14,280)   (6,209)

b)    Midwestern System – In April 2022, the Company entered into an agreement with J&F Mineração (“J&F”) for the sale of Vale’s iron ore, manganese and logistics assets in the Centro-Oeste System, through equity interests in Mineração Corumbaense Reunida S.A., Mineração Mato Grosso S.A., International Iron Company, Inc. and Transbarge Navegación S.A.

 

 50

 

 

 

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 that were deemed onerous contracts under the Company’s business model for the Midwestern System.

 

However, 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 R$5,620 (US$1,121 million) recorded as “Impairment reversal (impairment and disposals) of non-current assets, net”, of which R$1,121 (US$214 million) relates to the property, plant and equipment and R$4,554 (US$916 million) is due to the onerous contract liability, partially offset by losses in working capital adjustments at the closing of the transaction in the amount of R$55 (US$9 million).

 

In July 2022, the Company completed the transaction and received R$745 (US$140 million). With the disposal of the investment, the Company recorded a gain of R$188 (US$37 million) related to the reclassification of the cumulative translation adjustments from the equity to the income statement, recorded in “Other financial items, net”.

 

c)    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 R$2,269 (US$437 million). In February 2022, the Company concluded the sale and recorded a gain of R$1,520 (US$292 million), as “Equity results and other results in associates and joint ventures”, of which R$741 (US$142 million) relates to a gain from the sale and R$779 (US$150 million) is due to the reclassification of the cumulative translation adjustments from the equity to the income statement.

 

d)    Sale of Companhia Siderúrgica do Pecém (“CSP”) - In July 2022, the Company and the other shareholders of CSP signed a binding agreement with ArcelorMittal Brasil S.A. (“ArcelorMittal”) for the sale of CSP for approximately R$11,500 (US$2,200 million). The completion of the transaction will be used in full on the prepayment of CSP’s outstanding net debt of approximately R$11,500 (US$2,200 million), as the Company has already recognized an impairment loss of R$685 (US$135 million) for the year ended December 31, 2022. The Company does not expect any material impact at closing, which is expected to occur in the first quarter 2023, subject to customary regulatory approvals.

 

e)    Manganese

 

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 R$210 (US$40 million). 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 2022 (2021: impairment of R$143 (US$25 million)).

 

Operations in Bahia - In 2020, the Company decided to shut down the Simões Filho operation, located in the State of Bahia, the plant was part of Vale Manganês business and produced manganese ferroalloys. In 2022, the Company signed a binding agreement with Minas Ligas for a partial sale of the assets of this plant for R$60 (US$11 million), which resulted in an impairment loss of R$56 (US$10 million) for the year ended December 31, 2022 (2021: R$49 (US$10 million) and 2020: R$412 (US$76 million)).

 

f)     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 R$549 (US$98 million), presented as “Impairment reversal (impairment and disposals) of non-current assets, net” in the income statement for the year ended December 31, 2021. The Company also recorded a gain of R$6,391 (US$1,132 million) due to the cumulative translation adjustments reclassification from the equity to the income statement as “Other financial items, net

 

g)    Vale Shipping Holding Pte. Ltd (“VSH”) - In October 2021, the Company approved the liquidation of VSH, its wholly-owned subsidiary that owned and operated the Company's vessels. In November 2021, VSH made a repayment of capital to VISA and, as a result, the Company recognized a gain of R$4,284 (US$771 million), presented as “Other financial items, net” arising from the reclassification of cumulative translation adjustments that was recorded in the Company’s equity to the income statement.

 

h)    Option exercised in VLI shares - In December 2020, BNDES Participações S.A. (“BNDESPar”), fully exercised its option contained in the Call Option Contract for shares issued by VLI S.A. (“VLI”). In this contract, BNDESPar was granted call options on VLI shares held by Vale of up to 8% of VLI's share capital. With the exercise of this option, Vale received R$1,223 (US$241 million) and now holds 29.6% of VLI's total shares. This transaction resulted in a gain of R$885 (US$172 million), recognized in the income statement as “Equity results and other results in associates and joint ventures” for the year ended December 31, 2020.

 

i)     Biopalma da Amazônia S.A. Reflorestamento Indústria e Comércio (“Biopalma”) - In November 2020, the Company concluded the sale of Biopalma to Brasil Bio Fuels S.A. As a result of this transaction, a loss of R$681 (US$125 million) was recognized in the income statement as “Impairment reversal (impairment and disposals) of non-current assets, net” for the year ended December 31, 2020.

 51

 

 

 

 

j)     Henan Longyu Energy Resources Co., Ltd (“Longyu”) - In December 2019, the Company entered into an agreement to sell its 25% interest in Longyu, a company that operates two coal mines in China, for a total cash consideration of R$843 (US$156 million). In 2020, the precedent conditions of the agreement were met, and the Company recognized a gain of R$598 (US$116 million), recorded as “Equity results and other results in associates and joint ventures” due to the reclassification of cumulative translation adjustments to the Company’s equity.

 

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

 

Following this commitment, in June 2020, the Company signed together with Sumitomo Metal Mining Co., Ltd. (“SMM”), an agreement for the sale of 20% (14.9% from Vale and 5.1% from SMM) of their aggregate stake in PTVI to PT Indonesia Asahan Aluminium (“PT Inalum”), an Indonesia state-owned enterprise. In October 2020, the Company concluded the transaction and received a cash consideration of R$1.560 (US$278 million). This transaction with non-controlling interests resulted in a loss of R$1,012 (US$179 million), which was recognized in equity for the year ended December 31,2020.

 

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

 

l)     The Mosaic Company (“Mosaic”) - The Company held 34.2 million common shares of Mosaic, the financial instrument was measured at fair value through other comprehensive income. Thus, changes in the fair value of this investment were accumulated in the Company's equity. In November 2021, the Company sold the entire investment of Mosaic shares for the total amount of R$6.919 (US$1,259 million) and the amount R$2,911 (US$522 million) was reclassified from other reserves to retained earnings reserve and, therefore, did not result in an impact on the income statement for the year ended December 31, 2021.

 

m)  Minerações Brasileiras Reunidas S.A. (“MBR”) – Until December 2019, the Company held 98.3% of MBR’s share capital. In 2020, the Company purchased the remaining interest in MBR for a net consideration of R$579 (US$107 million), therefore, the Company holds 100% of MBR’s share capital as at December 31, 2022.

 

n) Vale Oman Pelletizing Company LLC (“VOPC”) – In February 2023 (subsequent event), OQ Group exercised a call option to sell its 30% noncontrolling interest held in VOPC. Upon closing of the transaction, which is expected to take place in the second quarter of 2023, Vale will acquire the remaining interest for approximately R$680 (US$130 million). This transaction should not result in a material impact, which will be recognized in the equity as “Acquisition and disposal of non-controlling interest”. With the acquisition, Vale will hold 100% of VOPC's share capital.

 

 

Accounting policy

Business combinations - The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises (i) fair values of the assets transferred; (ii) liabilities assumed of the acquired business; (iii) equity interests issued to the Company; (iv) fair value of any asset or liability resulting from a contingent consideration arrangement, and (v) fair value of any pre-existing equity interest in the subsidiary.

 

Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.

 

Discontinued operations - The classification as a discontinued operation occurs through disposal, or when the operation meets the criteria to be classified as held for sale if this occurs earlier. A discontinued operation is a component of a Company business comprising cash flows and operations that may be clearly distinct from the rest of the Company and that represents an important separate line of business or geographical area of operations.

The result of discontinued operations is presented in a single amount in the income statement, including the results after income tax of these operations less any impairment loss. Cash flows attributable to operating, investing and financing activities of discontinued operations are disclosed in a separate note.

 

When an operation is classified as a discontinued operation, the income statements of the prior periods are restated as if the operation had been discontinued since the beginning of the comparative period.

 

 52

 

 

 

Any noncontrolling interest relating to a group disposal held for sale is presented in the equity and is not reclassified in the statement of financial position.

 

 53

 

 

 

 

17.Intangibles

 

      Consolidated
  Notes   Goodwill   Concessions   Software   Research and development project   Total
Balance at December 31, 2020     17,141   28,015   396   2,757   48,309
Additions     -   2,442   257   -   2,699
Disposals     -   (40)   -   (3)   (43)
Amortization     -   (1,288)   (189)   -   (1,477)
Acquisition of NLC 16(a)   -   7,188   -   -   7,188
Impairment of discontinued operations 16(a)   -   (7,510)   -   -   (7,510)
Translation adjustment     764   342   15   -   1,121
Balance at December 31, 2021     17,905   29,149   479   2,754   50,287
Cost     17,905   35,338   2,882   2,754   58,879
Accumulated amortization     -   (6,189)   (2,403)   -   (8,592)
Balance at December 31, 2021     17,905   29,149   479   2,754   50,287
Additions     -   5,670   201   -   5,871
Disposals     -   (69)   -   -   (69)
Amortization     -   (1,180)   (221)   -   (1,401)
Translation adjustment     (1,262)   -   (5)   -   (1,267)
Balance at December 31, 2022     16,643   33,570   454   2,754   53,421
Cost     16,643   40,739   2,945   2,754   63,081
Accumulated amortization     -   (7,169)   (2,491)   -   (9,660)
Balance at December 31, 2022     16,643   33,570   454   2,754   53,421

 

    Parent Company
    Concessions   Software   Research and development project   Total
Balance at December 31, 2020   28,015   228   -   28,243
Additions   2,355   147   -   2,502
Disposals   (59)   -   -   (59)
Amortization   (1,162)   (84)   -   (1,246)
Balance at December 31, 2021   29,149   291   -   29,440
Cost   35,338   1,471   -   36,809
Accumulated amortization   (6,189)   (1,180)   -   (7,369)
Balance at December 31, 2021   29,149   291   -   29,440
Additions   5,670   149   -   5,819
Disposals   (69)   -   -   (69)
Amortization   (1,180)   (124)   -   (1,304)
Merger of New Steel   -   -   2,754   2,754
Balance at December 31, 2022   33,570   316   2,754   36,640
Cost   40,739   1,619   2,754   45,112
Accumulated amortization   (7,169)   (1,303)   -   (8,472)
Balance at December 31, 2022   33,570   316   2,754   36,640

 

a)Concessions – Includes the EFC and EFVM operating concession agreements (note 14a).

 

b) Goodwill – Includes the goodwill derived from acquisition of iron ore and nickel businesses and the goodwill from the incorporation of Valepar into Vale in 2017. This goodwill was recognized on the acquisition of Vale controlling interest by Valepar, based on the expected future returns of the ferrous segment. The Company has not recognized the deferred taxes over the goodwill, since there are no differences between the tax basis and accounting basis. Annually, the Company assesses the impairment of this asset, or more frequently when an indication of impairment is identified (note 19).

 

c) Research and development project - Refers to in-process research and development projects and patents identified in the business combination of New Steel Global N.V. acquired in 2019. The intangible assets of research and development are not subject to amortization until the operational phase is reached. Thus, the Company annually assesses the impairment of this asset, or more frequently when an indication of impairment is identified (note 19).

 

Accounting policy

Intangibles are carried at acquisition cost, net of accumulated amortization and impairment charges.

 

 54

 

 

 

The estimated useful lives are as follows:

    Useful life
Railway concessions   5 to 37 years
Research and development project   19 years
Software   5 years

 

18.Property, plant, and equipment

 

 

      Consolidated
  Notes   Building and land Facilities   Equipment   Mineral properties   Railway equipment   Right of use assets   Other   Constructions in progress   Total
Balance at December 31, 2020     44,646 39,448   25,637   41,853   13,108   8,121   12,968   28,055   213,836
Additions (i)     - -   -   -   -   1,014   -   28,768   29,782
Disposals     (77) (171)   (367)   (11)   (49)   -   (26)   (343)   (1,044)
Assets retirement obligation     - -   -   318   -   -   -   -   318
Depreciation, depletion and amortization     (2,355) (2,562)   (3,587)   (2,445)   (890)   (938)   (1,435)   -   (14,212)
Acquisition of NLC 16(a)   1,185 663   515   -   1,640   167   10   460   4,640
Impairment 19   (61) (37)   (66)   (119)   -   (75)   (33)   (336)   (727)
Impairment of discontinued operations (ii) 16(a)   (1,221) (604)   (451)   -   (1,673)   (172)   (20)   (1,647)   (5,788)
Transfers to assets held for sale 16   (10) (2)   (8)   -   -   -   (1)   (14)   (35)
Translation adjustment     1,036 591   1,201   2,215   59   462   389   1,272   7,225
Transfers     2,265 3,031   3,589   1,395   829   -   2,012   (13,121)   -
Balance at December 31, 2021     45,408 40,357   26,463   43,206   13,024   8,579   13,864   43,094   233,995
Cost     83,358 64,508   60,099   95,072   20,741   11,240   30,526   43,094   408,638
Accumulated depreciation     (37,950) (24,151)   (33,636)   (51,866)   (7,717)   (2,661)   (16,662)   -   (174,643)
Balance at December 31, 2021     45,408 40,357   26,463   43,206   13,024   8,579   13,864   43,094   233,995
Additions (i)                                                -   -   -   -   -   408   -   28,248   28,656
Disposals     (117) (123)   (97)   (18)   (38)   -   (9)   (756)   (1,158)
Assets retirement obligation                                                -   -   -   (2,694)   -   -   -   -   (2,694)
Depreciation, depletion and amortization     (2,107) (2,466)   (3,616)   (2,239)   (822)   (951)   (1,553)   -   (13,754)
Impairment 19   295 177   339   203   -   -   107   -   1,121
Transfers to assets held for sale 16   (295) (177)   (339)   (203)   -   -   (107)   -   (1,121)
Translation adjustment     (1,333) (859)   (1,153)   (3,696)   (31)   (444)   (650)   (2,407)   (10,573)
Transfers     4,654 5,052   4,409   2,550   779   -   2,080   (19,524)   -
Balance at December 31, 2022     46,505 41,961   26,006   37,109   12,912   7,592   13,732   48,655   234,472
Cost     83,623 66,885   60,772   85,599   21,385   11,060   30,778   48,655   408,757
Accumulated depreciation     (37,118) (24,924)   (34,766)   (48,490)   (8,473)   (3,468)   (17,046)                                                    -     (174,285)
Balance at December 31, 2022     46,505 41,961   26,006   37,109   12,912   7,592   13,732   48,655   234,472

 

(i) The additions are mainly related to the expansion of the Voisey’s Bay mine and the Salobo III project, Sol do Cerrado (solar energy plant) and the execution of the Capanema project. It also includes capitalized interest.

(ii) The Company recognized an impairment loss of R$4,655 (US$882 million) related to NLC assets for the year ended December 31, 2021.

 

      Parent Company
  Notes   Building and land Facilities   Equipment   Mineral properties   Railway equipment   Right of use assets   Other   Constructions in progress   Total
Balance at December 31, 2020     28,299 30,567   10,232   9,016   12,713   2,115   7,065   11,331   111,338
Additions (i)     - -   -   -   -   769   -   17,874   18,643
Disposals     (16) (52)   (38)   -   (52)   (1,025)   (18)   (296)   (1,497)
Assets retirement obligation     - -   -   (200)   -   -   -   -   (200)
Depreciation, depletion and amortization     (1,365) (1,665)   (1,568)   (696)   (791)   (200)   (1,099)   -   (7,384)
Merger of subsidiaries 15   434 293   277   641   25   -   104   1,320   3,094
Transfers held for sale 16   (10) (2)   (8)   -   -   -   (1)   (14)   (35)
Transfers     1,893 2,317   2,293   475   758   -   1,492   (9,228)   -
Balance at December 31, 2021     29,235 31,458   11,188   9,236   12,653   1,659   7,543   20,987   123,959
Cost     41,567 45,178   22,866   13,318   19,920   2,517   17,003   20,987   183,356
Accumulated depreciation     (12,332) (13,720)   (11,678)   (4,082)   (7,267)   (858)   (9,460)   -   (59,397)
Balance at December 31, 2021     29,235 31,458   11,188   9,236   12,653   1,659   7,543   20,987   123,959
Additions     - -   -   -   -   241   -   18,856   19,097
Disposals     (83) (54)   (56)   (13)   (39)   (9)   (8)   (631)   (893)
Assets retirement obligation     - -   -   1,718   -   -   -   -   1,718
Depreciation, depletion and amortization     (1,206) (1,703)   (1,636)   (651)   (780)   (374)   (1,257)   -   (7,607)
Merger of subsidiaries 15   11 2   11   -   -   -   7   17   48
Transfers     2,052 3,714   2,357   (27)   749   (3)   1,890   (10,732)   -
Balance at December 31, 2022     30,009 33,417   11,864   10,263   12,583   1,514   8,175   28,497   136,322
Cost     43,524 48,819   24,856   14,996   20,595   2,753   18,481   28,497   202,521
Accumulated depreciation     (13,515) (15,402)   (12,992)   (4,733)   (8,012)   (1,239)   (10,306)                                                    -     (66,199)
Balance at December 31, 2022     30,009 33,417   11,864   10,263   12,583   1,514   8,175   28,497   136,322

 55

 

 

 

 

Right-of-use assets (leases)

    December 31, 2021   Additions and contract modifications       Depreciation   Translation adjustment   December 31, 2022
Ports   3,797   121       (281)   (213)   3,424
Vessels   2,744   (2)       (222)   (156)   2,364
Pelletizing plants   1,203   102       (241)                          -     1,064
Properties   468   121       (138)   5   456
Energy plants   271   -       (34)   (31)   206
Mining equipment and locomotives   96   66       (35)   (49)   78
Total   8,579   408       (951)   (444)   7,592

 

Lease liabilities are presented in note 23.

 

Accounting policy

 

Property, plant, and equipment are recorded at the cost of acquisition or construction, net of accumulated depreciation and impairment charges.

 

Mineral properties developed internally are determined by (i) direct and indirect costs attributed to build the mining facilities, (ii) financial charges incurred during the construction period, (iii) depreciation of other fixed assets used during construction, (iv) estimated decommissioning and site restoration expenses, and (v) other capitalized expenditures during the development phase (phase when the project demonstrates its economic benefit to the Company, and the Company has ability and intention to complete the project).

 

The depletion of mineral properties is determined based on the ratio between production and total proven and probable mineral reserves.

 

Property, plant and equipment, other than mineral properties are depreciated using the straight-line method based on the estimated useful lives, from the date on which the assets become available for their intended use and are capitalized, except for land which is not depreciated.

 

The estimated useful lives are as follows:

 

    Useful life
 Buildings    3 to 50 years
 Facilities    3 to 50 years
 Equipment    3 to 40 years
 Locomotives    12 to 25 years
 Wagons    30 to 45 years
 Railway equipment    5 to 37 years
 Vessels    20 to 25 years
 Other    2 to 50 years

 

The residual values and useful lives of assets are reviewed at the end of each reporting period and adjusted if necessary.

 

Expenditures and stripping costs

 

(i) Exploration and evaluation expenditures - Expenditures on mining research are accounted for as operating expenses until the effective proof of economic feasibility and commercial viability of a given field can be demonstrated. From then on, the expenditures incurred are capitalized as mineral properties.

 

 56

 

 

 

(ii) Expenditures on feasibility studies, new technologies and others research - The Company also conducts feasibility studies for many businesses which it operates including researching new technologies to optimize the mining process. After these costs are proven to generate future benefits to the Company, the expenditures incurred are capitalized.

 

(iii) Maintenance costs - Significant industrial maintenance costs, including spare parts, assembly services, and others, are recorded in property, plant and equipment and depreciated through the next programmed maintenance overhaul.

 

(iv) Stripping Costs - The cost associated with the removal of overburden and other waste materials (“stripping costs”) incurred during the development of mines, before production takes place, are capitalized as part of the depreciable cost of the mineral properties. These costs are subsequently amortized over the useful life of the mine.

 

Post-production stripping costs are included in the cost of inventory, except when a new project is developed to permit access to a significant ore deposit. In such cases, the cost is capitalized as a non-current asset and is amortized during the extraction of the ore deposits, over the useful life of the ore deposits.

 

Leases - The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the lease term or the end of the useful life of the right-of-use asset.

 

The Company does not recognize right-of-use assets and liabilities for leases with less than 12 months of lease term and/or leases of low-value assets. The payments associated to these leases are recognized as an expense on a straight-line basis over the lease term.

 

The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: (i) fixed payments, including in-substance fixed payments; (ii) variable lease payments that depend on an index or a rate; and (iii) the exercise price under a purchase option or renewal option that are under the Company’s control and is reasonably certain to be exercised.

 

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

Critical accounting estimates and judgments

 

Mineral reserves - The estimates of proven and probable reserves are regularly evaluated and updated. These reserves are determined using generally accepted geological estimates. The calculation of reserves requires the Company to make assumptions about expected future conditions that are uncertain, including future ore prices, exchange rates, inflation rates, mining technology, availability of permits and production costs. Changes in assumptions could have a significant impact on the proven and probable reserves of the Company.

 

The estimated volume of mineral reserves is used as basis for the calculation of depletion of the mineral properties, and also for the estimated useful life which is a major factor to quantify the provision for asset retirement obligation, environmental recovery of mines and impairment of long lived asset. Any changes to the estimates of the volume of mine reserves and the useful lives of assets may have a significant impact on the depreciation, depletion and amortization charges and assessments of impairment.

 

 

19.Impairment reversal (impairment and disposals) of non-current assets

 

The impairment reversal (impairment loss) recognized are presented below:

 

  Notes   2022   2021   2020
Midwestern System 16(b)   1,066   (440)   -
Manganese 16(e)   (56)   (192)   (412)
Vale Nouvelle-Calédonie S.A.S.  ("VNC") 16(f)   -   (549)   (4,728)
Biopalma 16(i)   -   -   (681)
Impairment reversal (impairment) of non-current assets     1,010   (1,181)   (5,821)
               
Onerous contracts - Midwestern System 16(b)   4,554   (100)   -
Result of disposals of non-current assets     (1,731)   (1,071)   (1,147)
Result of disposals of non-current assets and other results     2,823   (1,171)   (1,147)
Impairment reversal (impairment and disposals) of non-current assets     3,833   (2,352)   (6,968)

 

 57

 

 

 

 

 

The Company tested for impairment the cash generating units (“CGU”) for which a triggering event was identified and for goodwill. The recoverable amount of each CGU under the Company’s impairment test was assessed using the fair value less costs of disposal model (“FVLCD”), through discounted cash flow techniques, which is classified as “level 3” in the fair value hierarchy, taking into consideration offers and purchase agreements, if applicable.

 

The cash flows were discounted by using a post-tax discount rate expressed in real terms, which represents an estimate of the rate that a market participant would apply having regard to the time value of money and the asset’s specific risk. The Company used its weighted average cost of capital (“WACC”) as a starting point for determining the discount rates, with appropriate adjustments for the risk profile of the countries in which the individual CGU operate.

 

Climate change

 

As outlined in note 2, the potential financial impacts on the Company of climate change and the transition to a low carbon economy have been considered in the assessment of the Company’s critical accounting estimates, which includes indicators of impairment, such as: (i) demand for the Company’s commodities decreasing, due to policy, regulatory (including carbon pricing mechanisms), legal, technological, market or societal responses to climate change; and (ii) physical impacts related to risks resulting from increased frequency or severity of extreme weather events, and those related to chronic risks resulting from longer-term changes in climate patterns.

 

a) Impairment recorded on the sale of investments

 

In the past few years, the Company has divested non-strategic assets, as detailed in note 16 to these financial statements. These transactions resulted in material impacts on Vale's results, which were recorded under "Impairment reversal (impairment and disposals) of non-current assets, net", as summarized below:

 

·Midwestern system (note 16b) – As a result of the agreement for the sale of these assets to J&F, the Company recorded a gain in the amount of R$5,620 (US$1,121 million) due to the reversal of the impairment of property, plant and equipment, of which R$1,121 (US$214 million) relates to the property, plant and equipment, and R$4,559 (US$916 million) is due to the onerous contract, partially offset by losses of R$55 (US$9 million) due to working capital adjustments at the closing of the transaction.

 

·Manganese (note 16e) –The Company has entered into agreements to sell its manganese assets, resulting in an impairment loss of R$56 (US$10 million) for the year ended December 31, 2022 (2021: R$192 (US$35 million) and 2020 R$412 (US$76 million)).

 

·VNC (note 16f) –As a result of the sale of this asset to Prony Resources, the Company recognized an impairment loss of R$549 (US$98 million) for the year ended December 31, 2021 (2020: R$4,728 (US$882 million)).

 

·Biopalma (note 16i)- In November 2020, the Company concluded the sale of this asset to Brasil Bio Fuels, resulting in an impairment loss of R$681 (US$125 million) for the year ended December 31, 2020.

 

 

b) Impairment test for the goodwill and other intangibles (note 17)

 

Goodwill allocated to iron ore and pellet operations

 

    2022   2021  
Carrying amount   R$7,133 (US$1,367 million)   R$7,133 (US$1,278 million)  
Impairment testing results   The recoverable amount of the operating segments is higher than the carrying amount and, therefore, there is no impairment to be recognized.   The recoverable amount of the operating segments is higher than the carrying amount and, therefore, there is no impairment to be recognized.  
Measurement of recoverable value   FVLCD   FVLCD  
Discount rate   6.4%   4.4%  
Period of cash flow projections   2052   2051  
Range of iron ore forecasted prices   US$/t 75 - 95   US$/t 80 - 90  
Sensitivity of key assumptions   A 29% reduction in the long-term prices of all commodities or a 51% reduction in reserves would, alone, result in estimated recoverable amount equal to the carrying value of this CGU.   A 29% reduction in the long-term prices of all commodities or a 52% reduction in reserves would, alone, result in estimated recoverable amount equal to the carrying value of this CGU  

 

 58

 

 

 

 

 

 

Goodwill allocated to nickel operations

 
    2022   2021  
Carrying amount   R$9,510 (US$1,822 million)   R$10,772 (US$1,930 million)  
Impairment testing results   The recoverable amount of the operating segments is higher than the carrying amount and, therefore, there is no impairment to be recognized.   The recoverable amount of the operating segments is higher than the carrying amount and, therefore, there is no impairment to be recognized.  
Measurement of recoverable value   FVLCD   FVLCD  
Discount rate   4.5% - 5.3%   3.2% - 3.8%  
Period of cash flow projections   2045   2045  
Range of nickel forecasted prices   US$/t 21,000 – 24,000   US$/t 17,000 – 19,000  
Sensitivity of key assumptions   A 23.7% reduction in the long-term prices of all commodities or an 8.4% reduction in volumes would, alone, result in estimated recoverable amount equal to the carrying value of this CGU.   A 27.9% reduction in the long-term prices of all commodities or an 10.1% reduction in volumes would, alone, result in estimated recoverable amount equal to the carrying value of this CGU.  

Other intangibles - Research and development project

 
    2022   2021  
Carrying amount   R$2,754 (US$528 million)   R$2,757 (US$494 million)  
Impairment testing results   The recoverable amount of the operating segments is higher than the carrying amount and, therefore, there is no impairment to be recognised.   The recoverable amount of the operating segments is higher than the carrying amount and, therefore, there is no impairment to be recognised.  
Measurement of recoverable value   FVLCD   FVLCD  
Discount rate   6.4%   4.4%  
Period of cash flow projections   2052   2051  
Sensitivity of key assumptions   A 77% reduction in in processing and beneficiating iron ore volumes would, alone, result in estimated recoverable amount equal to the carrying value of this CGU.   A 80% reduction in processing and beneficiating iron ore volumes would, alone, result in estimated recoverable amount equal to the carrying value of this CGU.  

Accounting policy

 

Impairment of non-financial assets - Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. An impairment loss is recognized for the amount by which the asset´s carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal (“FVLCD”) and value in use (“VIU”).

 

FVLCD is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset from a market participant’s perspective, including any expansion prospects. VIU model is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form. Value in use is determined by applying assumptions specific to the Company’s continued use and cannot take into account future development. These assumptions are different to those used in calculating fair value and consequently the VIU calculation is likely to give a different result to a FVLCD calculation.

Assets that have an indefinite useful life and are not subject to amortization, such as goodwill, are tested annually for impairment. 

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGU). Goodwill is allocated to Cash Generating Units or Cash Generating Units groups that are expected to benefit from the business combinations in which the goodwill arose and are identified in accordance with the operating segment. 

Non-current assets (excluding goodwill) in which the Company recognized impairment in the past are reviewed whenever events or changes in circumstances indicate that the impairment may no longer be applicable. In such cases, an impairment reversal will be recognized. 

Onerous Contracts - For certain long-term contracts, a provision is recognized when the present value of the unavoidable cost to meet the Company’s obligation exceeds the economic benefits that could be received from those contracts. 

 

 59

 

 

 


Critical accounting estimates and judgments

 

Significant judgements, estimates and assumptions are required to determine whether an impairment trigger has occurred and to prepare the Company’s cash flows. Management uses the budgets approved as a starting point and key assumptions are, but not limited to: (i) mineral reserves and mineral resources measured by internal experts; (ii) costs and investments based on the best estimate of projects as supported by past performance; (iii) sale prices consistent with projections available in reports published by industry considering the market price when appropriate; (iv) the useful life of each cash-generating unit (ratio between production and mineral reserves); and (v) discount rates that reflect specific risks relating to the relevant assets in each cash-generating unit.

 

These assumptions are susceptible to risks and uncertainties and may change the Company’s projection and, therefore, may affect the recoverable value of assets.

 

 

20.Financial and capital risk management

 

The Company is exposed to several financial and capital risk factors that may impact its performance and equity position. The evaluation of the exposure to financial and capital risks is performed periodically to support decision making process regarding the risk management strategy.

 

The Company's policy aims at establishing a capital structure that will ensure the continuity of our business in the long term. Within this perspective, the Company has been able to deliver value to shareholders through dividend payments and capital gain, and at the same time maintain a debt profile suitable for its activities, with an amortization well distributed over the years, thus avoiding a concentration in one specific period.

 

The Board of Directors establishes and supervises the management of financial risks with the support of the Capital Allocation and Project Advisory Committee, which ensures that Company's financial activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and objectives.

 

The Company has developed its strategy through an integrated view of the risks to which it is exposed, considering not only the risk, generated by variables traded in the financial market (market risk) and the liquidity risk, but also the risk arising from obligations assumed by third parties to the Company (credit risk), among others.

 

The Company uses derivative financial instruments to protect its exposure to these market risks arising from operating, financing, and investment activities. The financial instruments portfolio is reassessed monthly, allowing the monitoring of financial results and their impact on cash flow. The Company applies hedge accounting to its net investment in foreign operation and nickel and palladium revenue programs.

 

The Company does not have any derivatives increasing financial leverage beyond the nominal amount of its contracts. The Company contracts derivatives primarily for mitigation of market risks.

 

Risks   Origin of the exposure   Management
Market Risk - Exchange Rate   Financial instruments and other financial liabilities that are not denominated in US$   Swap and forward operations
Market risk - Interest rate   Loans and financing indexed to different interest rates including, but not limited to, LIBOR and CDI   Swap operations
Market risk - Product and input prices   Volatility of commodity and input prices   Forward operations and option contracts
Credit Risk   Receivables, derivative transactions, guarantees, advances to suppliers and financial investments   Portfolio diversification and policies for monitoring counterparty solvency and liquidity indicators
Liquidity risk   Contractual or assumed obligations   Availability of revolving credit lines

 

a) Method and techniques for valuation of derivatives

 

The risk of the derivatives instruments is measured using the delta-Normal parametric approach and considers that the future distribution of the risk factors and its correlations tends to present the same statistic properties verified in the historical data. The value at risk estimate considers a 95% confidence level for a one-business daytime horizon.

 

 60

 

 

 

The derivative financial instruments were evaluated using the curves and market prices that impact each instrument on the calculation dates. For the pricing options, the Company generally uses the Black & Scholes model. In this model, the fair value of the derivative is obtained as a function of the volatility and price of the underlying asset, the exercise price of the option, the risk-free interest rate and the term to maturity of the option. In the case of options where the result is a function of the average price of the underlying asset in a certain period of the option’s life, known as Asian options, the Company uses the Turnbull & Wakeman model. In this model, in addition to the factors that influence the option price in the Black & Scholes model, the average price formation period is considered.

 

In the case of swaps, both the present value of the paying and receiving amounts are estimated by discounting the cash flows by the interest rates in the corresponding currencies. The fair value is obtained by the difference between the present value of the paying and receiving amounts of the swap in the reference currency. In the case of swaps linked to Brazilian long-term interest rate (“TJLP”), the fair value calculation considers the current TJLP, i.e., projections of future cash flows in reais are made considering the last TJLP disclosed.

 

Forward and future contracts are priced using the futures curves of the respective underlying assets. These curves are usually obtained from the exchanges where these assets are traded, such as the London Metals Exchange (“LME”), the Commodities Exchange (“COMEX”) or other market price providers. When there is no price for the desired maturity, the Company uses interpolations between the available maturities.

 

a.i) Effects of derivatives on the balance sheet

 
        Consolidated
        December 31, 2022   December 31, 2021
    Reference   Assets   Liabilities   Assets   Liabilities
Foreign exchange and interest rate risk                    
CDI & TJLP vs. US$ fixed and floating rate swap   20(b.i)   59   752   -   3,295
IPCA swap   20(b.i)   -   330   228   655
Dollar swap and forward transactions   20(b.i)   2,123   37   158   534
LIBOR swap   20(b.ii)   37   -   68   6
        2,219   1,119   454   4,490
Commodities price risk                    
Gasoil, Brent and freight   20(c)   406   293   47   14
Energy Transition Materials   20(d)   185   7   158   149
        591   300   205   163
Other   20(d)   -   23   70   3
                     
Total       2,810   1,442   729   4,656

 

 

    Parent Company
    December 31, 2022   December 31, 2021
    Assets   Liabilities   Assets   Liabilities
Foreign exchange and interest rate risk                
CDI & TJLP vs. US$ fixed and floating rate swap   59   609   -   2,732
IPCA swap   -   330   274   655
Dollar swap and forward transactions   2,123   37   112   534
    2,182   976   386   3,921
                 
Other   -   -   70   -
Total   2,182   976   456   3,921

 

a.ii) Net exposure

 

        Consolidated   Parent Company
    Reference   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Foreign exchange and interest rate risk                    
CDI & TJLP vs. US$ fixed and floating rate swap   20(b.i)   (693)   (3,295)   (550)   (2,732)
IPCA swap   20(b.i)   (330)   (427)   (330)   (427)
Dollar swap and forward transactions   20(b.i)   2,086   (376)   2,086   (376)
LIBOR swap (i)   20(b.ii)   37   62   -   -
        1,100   (4,036)   1,206   (3,535)
Commodities price risk                    
Gasoil, Brent and freight   20(c)   113   33   -   -
Energy Transition Materials   20(d)   178   9   -   -
        291   42   -   -
                     
Other   20(d)   (23)   67   -   70
                     
Total       1,368   (3,927)   1,206   (3,465)

 

(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. Vale is in negotiations with some financial institutions to replace the reference interest rate of its financial contracts from LIBOR to Secured Overnight Financing Rate ("SOFR"), with spread adjustments to match the transaction costs. The Company does not expect material impacts on the cash flows of these operations.

 61

 

 

 

 

a.iii)       Effects of derivatives on the income statement

 

        Consolidated   Parent Company
        Gain (loss) recognized in the income statement
        Year ended December 31,
    Reference   2022   2021   2020   2022   2021
Foreign exchange and interest rate risk                        
CDI & TJLP vs. US$ fixed and floating rate swap   20(b.i)   2,054   (725)   (3,498)   1,844   (610)
IPCA swap   20(b.i)   382   146   (1,259)   382   146
Eurobonds swap       -   (154)   182   -   -
Dollar swap and forward operations   20(b.i)   3,286   (250)   (761)   3,286   (292)
LIBOR swap   20(b.ii)   173   92   (37)       -
        5,895   (891)   (5,373)   5,512   (756)
Commodities price risk                        
Gasoil, Brent and freight   20(c)   128   666   (496)   -   -
Energy Transition Materials   20(d)   87   (8)   58   -   -
        215   658   (438)   -   -
Other   20(d)   (92)   80   285   (70)   76
                         
Total       6,018   (153)   (5,526)   5,442   (680)

 

a.iv)       Effects of derivatives on the cash flows

 
        Consolidated   Parent Company
        Financial settlement inflows (outflows)
        Year ended December 31,
    Reference   2022   2021   2020   2022   2021
Foreign exchange and interest rate risk                        
CDI & TJLP vs. US$ fixed and floating rate swap   20(b.i)   (508)   (770)   (737)   (337)   (624)
IPCA swap   20(b.i)   284   (97)   1   284   -
Eurobonds swap       -   (162)   (24)   -   -
Dollar swap and forward operations   20(b.i)   824   (459)   (251)   824   (459)
LIBOR swap   20(b.ii)   237   (8)   (2)   -   -
Forwards (i)       (41)   -   -   -   -
        796   (1,496)   (1,013)   771   (1,083)
Commodities price risk                        
Gasoil, Brent and freight   20(c)   45   1,096   (1,112)   -   -
Energy Transition Materials   20(d)   53   10   55   -   -
        98   1,106   (1,057)   -   -
Other       -   -   327   -   -
                         
Derivatives designated as cash flow hedge accounting                        
Nickel   20(e)   (1,398)   (371)   1,460   -   -
Palladium   20(e)   79   26   3   -   -
Coal       -   (383)   -   -   -
        (1,319)   (728)   1,463   -   -
Total       (425)   (1,118)   (280)   771   (1,083)

 

(i) In June 2022, the Company implemented and already settle a protection program for treasury volatility related to tender offer transaction.

 

b) Market risk - Foreign exchange and interest rates

 

The Company’s cash flow is exposed to the volatility of several currencies against the U.S. dollar. While most of our product prices are indexed to U.S. dollars, most of our costs, expenses and investments are indexed to currencies other than the U.S. dollar, principally the Brazilian real and the Canadian dollar.

 

The Company implements hedge transactions to protect its cash flow against the market risks that arises from its debt obligations and other liabilities – mainly currency volatility. The hedges cover most of the debt denominated in Brazilian real. The Company uses swap and forward transactions to convert debt and financial obligations linked to Brazilian real into U.S. dollar, with volumes, flows and settlement dates similar to those of the debt instruments and financial obligations - or sometimes lower, subject to market liquidity conditions.

 

Hedging instruments with shorter tenors are renegotiated through time, so that their final maturity matches - or becomes closer - to the debt and financial obligations final maturity. At each settlement date, the results of the swap and forward transactions partially offset the impact of the foreign exchange rate in the Company’s obligations, contributing to stabilize the cash disbursements in U.S. dollar.

 62

 

 

 

 

b.i) Protection programs for the R$ denominated debt instruments and other liabilities

 

To reduce cash flow volatility, swap and forward transactions were implemented to convert into US$ the cash flows from certain liabilities denominated in R$ with interest rates linked mainly to Brazilian Interbank Interest rate (“CDI”), TJLP and consumer price index (“IPCA”). In those swaps, the Company pays fixed or floating rates in US$ and receives payments in R$ linked to the interest rates of the protected liabilities. The swap and forward transactions were negotiated over-the-counter and the protected items are the cash flows from debt instruments and other liabilities linked to R$.

 

    Notional           Fair value   Financial Settlement Inflows (Outflows)   Value at Risk   Fair value by year
Flow   December 31, 2022   December 31, 2021   Index   Average rate   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2022   2023   2024   2025+
CDI vs. US$ fixed rate swap                   (431)   (2,572)   (319)   140   (98)   (65)   (268)
Receivable   R$ 6,356   R$ 8,142   CDI   100.13%                            
Payable   US$ 1,475   US$ 1,906   Fix   1.80%                            
                                             
TJLP vs. US$ fixed rate swap                   (262)   (723)   (189)   20   (30)   (39)   (193)
Receivable   R$ 814   R$ 1,192   TJLP +   1.05%                            
Payable   US$ 204   US$ 320   Fix   3.44%                            
                                             
                    (693)   (3,295)   (508)   160   (128)   (104)   (461)
                                             
IPCA vs. US$ fixed rate swap                   (330)   (656)   22   30   (2)   (53)   (275)
Receivable   R$ 1,294   R$ 1,508   IPCA +   4.54%                            
Payable   US$ 320   US$ 373   Fix   3.88%                            
                                             
IPCA vs. CDI swap                   -   228   262   -   -   -   -
Receivable   -   R$ 769   IPCA +   0.00%                            
Payable   -   R$ 1,350   CDI   0.00%                            
                                             
                    (330)   (428)   284   30   (2)   (53)   (275)
                                             
R$ fixed rate vs. US$ fixed rate swap                   1,658   (354)   189   369   775   557   326
Receivable   R$ 20,854   R$ 5,730   Fix   7.48%                            
Payable   US$ 3,948   US$ 1,084   Fix   0.00%                            
                                             
Forward   R$ 4,342   R$ 6,013   B   5.39   428   (22)   635   66   347   64   17
                                             
                    2,086   (376)   824   435   1,122   621   343

 

The sensitivity analysis of these derivative financial instruments is presented as follows:

 

Instrument   Instrument's main risk events   Probable  

Scenario I

(∆ of 25%)

 

Scenario II

(∆ of 50%)

CDI vs. US$ fixed rate swap   R$ depreciation   (431)   (2,243)   (4,055)
    US$ interest rate inside Brazil decrease   (431)   (695)   (985)
    Brazilian interest rate increase   (431)   (640)   (847)
Protected item: R$ denominated liabilities   R$ depreciation    n.a.   2,243   4,055
                 
TJLP vs. US$ fixed rate swap   R$ depreciation   (262)   (516)   (770)
    US$ interest rate inside Brazil decrease   (262)   (290)   (321)
    Brazilian interest rate increase   (262)   (311)   (355)
    TJLP interest rate decrease   (262)   (294)   (327)
Protected item: R$ denominated debt   R$ depreciation    n.a.   516   770
                 
IPCA swap vs. US$ fixed rate swap   R$ depreciation   (330)   (731)   (1,131)
    US$ interest rate inside Brazil decrease   (330)   (387)   (449)
    Brazilian interest rate increase   (330)   (414)   (496)
    IPCA index decrease   (330)   (374)   (419)
Protected item: R$ denominated debt   R$ depreciation    n.a.   731   1,131
                 
R$ fixed rate vs. US$ fixed rate swap   R$ depreciation   1,658   (2,988)   (7,636)
    US$ interest rate inside Brazil decrease   1,658   1,199   712
    Brazilian interest rate increase   1,658   759   (68)
Protected item: R$ denominated debt   R$ depreciation    n.a.   2,988   7,636
                 
Forward   R$ depreciation   428   (446)   (1,320)
    US$ interest rate inside Brazil decrease   428   377   325
    Brazilian interest rate increase   428   337   252
Protected item: R$ denominated liabilities   R$ depreciation    n.a.   446   1,320

 63

 

 

 

 

b.ii) Protection program for LIBOR floating interest rate US$ denominated debt

 

The Company has also exposure to interest rates risks over loans and financings. The US Dollar floating rate debt in the portfolio consists mainly of loans including export pre-payments, commercial banks and multilateral organizations loans. In general, such debt instruments are indexed to the LIBOR in US dollar.

 

To reduce the cash flow volatility, swap transactions were implemented to convert interest rate indexed to LIBOR from certain debt instruments into fixed interest rate. In those swaps, the Company received floating rates and paid fixed rates in US$. In August 2022, this swap operations were terminated and Vale is currently in negotiations with some financial institutions to replace the reference interest rate of its financial contracts from LIBOR to SOFR, with spread adjustments to match the transaction costs. However, the Company has maintained its swap strategy for the remaining $150 of debt indexed to LIBOR.

    Notional           Fair value   Financial Settlement Inflows (Outflows)   Value at Risk Fair value by year
Flow   December 31, 2022   December 31, 2021   Index   Average rate   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2022   2023   2024  
LIBOR vs. US$ fixed rate swap                    37    62    237    6    38    (1)  
Receivable   US$ 150   US$ 950   LIBOR   0.85%                          
Payable   US$ 150   US$ 950   Fix   0.85%                          
                     37    62    237    6    38    (1)  

 

The sensitivity analysis of these derivative financial instruments is presented as follows:

 

Instrument   Instrument's main risk events   Probable  

Scenario I

(∆ of 25%)

 

Scenario II

(∆ of 50%)

LIBOR vs. US$ fixed rate swap   US$ LIBOR decrease   37   15   (7)
Protected item: LIBOR US$ indexed debt   US$ LIBOR decrease    n.a.   (15)   7

 

c) Protection program for product prices and input costs

 

The Company is also exposed to market risks associated with the price volatility of commodities and inputs, especially freight and fuel costs. In line with its risk management policy, risk mitigation strategies involving commodities are used to reduce cash flow volatility. These mitigation strategies incorporate derivative instruments, predominantly forward, futures and options.

    Notional           Fair value   Financial settlement Inflows (Outflows)   Value at Risk   Fair value by year
Flow   December 31, 2022   December 31, 2021   Bought / Sold   Average strike (US$)   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2022   2023
Brent crude oil (bbl)                                    
Call options   22,600,500   762,000   B   100   384   39   72   233   384
Put options   22,600,500   762,000   S   66   (267)   (14)   -   53   (267)
                                     
Forward Freight Agreement (days)                                    
Freight forwards   2,085   330   B   13,765   (4)   8   (27)   9   (4)
                                     
                     113    33    45    295    113

 

The sensitivity analysis of these derivative financial instruments is presented as follows:

 

Instrument   Instrument's main risk events   Probable  

Scenario I

(∆ of 25%)

 

Scenario II

(∆ of 50%)

Brent crude oil (bbl)                
Options   Price input decrease   117   (953)   (2,861)
Protected item: Part of costs linked to fuel oil prices   Price input decrease   n.a.   953   2,861
                 
Forward Freight Agreement (days)                
Forwards   Freight price decrease   (4)   (37)   (71)
Protected item: Part of costs linked to maritime freight prices   Freight price decrease   n.a.   37   71

 64

 

 

 

 

 

Brent Crude Oil - To reduce the impact of fluctuations in fuel oil prices on the hiring and availability of maritime freight and, consequently, to reduce the Company’s cash flow volatility, hedging operations were carried out through options contracts on Brent Crude Oil for different portions of the exposure. The derivative transactions were traded over-the-counter and the protected item is part of the costs linked to the price of fuel oil used on ships. The financial settlement inflows/outflows are offset by the protected items’ losses/gains.

 

In 2022, the Company extended, its brent crude oil hedge strategy for 2023 through options contracts on Brent Crude Oil, for different portions of the exposure, in order to reduce the impact of fluctuations in fuel oil prices on the hiring and availability of maritime freight and, consequently, to reduce the Company’s cash flow volatility.

 

Freight derivative - To reduce the impact of maritime freight price volatility on the Company’s cash flow, freight hedging transactions were implemented, through Forward Freight Agreements (FFAs). The protected item is part of the costs linked to maritime freight spot prices. The financial settlement inflows/outflows of the FFAs are offset by the protected items’ losses/gains due to freight price changes. The FFAs are contracts traded over the counter and can be cleared through a Clearing House, in this case subject to margin requirements.

 

d) Other derivatives, including embedded derivatives in contracts

 
    Notional           Fair value   Financial settlement Inflows (Outflows)   Value at Risk   Fair value by year
Flow   December 31, 2022   December 31, 2021   Bought / Sold   Average strike (US$/tons)   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2022   2023
Fixed price nickel sales protection (tons)                                    
Nickel forwards   766   342   B   21,214   39   8   20   7   39
                                     

Hedge program for products

acquisition for resale (tons)

                                   
Nickel forwards   384   1,206   S   28,657   (7)   (6)   33   3   (7)
                                     
                    32   2   53   10   32
                                     

Option related to a Special

Purpose Entity “SPE” (shares)

                                   
Call options   -   137,751,623   B   -   -   70   -   -   -
                                     

Embedded derivative (pellet price)

in natural gas purchase agreement (volume/month)

                                   
Call options   746,667   729,571   S   233   (23)   (3)   -   18   (23)
                                     
                    (23)   67   -   18   (23)

 

The sensitivity analysis of these derivative financial instruments is presented as follows:

 

Instrument   Instrument's main risk events   Probable  

Scenario I

(∆ of 25%)

 

Scenario II

(∆ of 50%)

Fixed price sales protection (tons)                
Forwards   Nickel price decrease   39   5   (25)
Protected item: Part of nickel revenues with fixed prices   Nickel price decrease   n.a.   (5)   25
                 
Hedge program for products acquisition for resale (tons)                
Forwards   Nickel price increase   (7)   (18)   (33)
Protected item: Part of revenues from products for resale   Nickel price increase   n.a.   18   33
                 
Embedded derivative (pellet price) in natural gas purchase agreement (volume/month)                
Embedded derivatives - Gas purchase   Pellet price increase   (23)   (62)   (117)
                 

 65

 

 

 

 

Fixed price sales protection - The Company started an operational program to protect nickel sales, converting fixed price commercial contracts with customers to floating price, therefore maintaining the Company’s exposure to price fluctuations. The transactions usually carried out in this program are nickel purchases for future settlement.

 

Hedge program for products acquisition for resale - The Company started a hedge program with forward transactions with the objective of reducing the risk of price mismatch between the period of purchase and sale of products to third parties.

 

Option related to a Special Purpose Entity “SPE” - The Company acquired in January 2019 a call option related to shares of certain special purpose entities, which are part of a wind farm located in Bahia, Brazil. This option was acquired in the context of the Company's signing of electric power purchase and sale agreements with an SPE, supplied by this wind farm.

Maturity occurred in July 2022, without exercising the option.

 

Embedded derivative (pellet price) in natural gas purchase agreement - The Company has a natural gas purchase agreement in which the amount charged to Vale changes based on the pricing level of the pellets sold by the Company to the market.

 

 

e) Hedge accounting

 

    Consolidated   Parent Company
    Gain (loss) recognized in the other comprehensive income
    Year ended December 31,
    2022   2021   2020   2022   2021
Net investments hedge   447   (646)   (2,732)   447   (646)
Cash flow hedge (Nickel and Palladium)   50   (47)   (631)   (21)   -

 

Net investment hedge - The Company uses hedge accounting for foreign exchange risk arising from Vale S.A.’s net investments in Vale International S.A. and Vale Holding BV. With the hedge program, the Company's debt with third parties denominated in United States dollars and euros serves as a hedge instrument for investments in these subsidiaries. In March 2021, the Company redeemed all its euro bonds (note 10). As a result, the amount of debt designated as a hedge instrument for this investment is R$12,580(US$2,411 million) as at December 2022. As a result of the hedge program, the impact of the exchange rate variation on the debt denominated in dollars and euros is now partially recorded in other comprehensive income, as “Translation adjustments”.

 
    Notional (ton)         Fair value   Financial settlement Inflows (Outflows)   Value at Risk   Fair value by year
Flow   December 31, 2022   December 31, 2021   Bought / Sold   Average strike (US$/ton) December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2022   2023
                                   
Nickel Revenue Hedge Program                                  
Forward   6,300   39,575   S   34,929 146   (143)   (1,398)   59   146
                  146   (143)   (1,398)   59   146
Palladium Revenue Hedge Program                                  
Call options   -   44,228   S   - -   (5)   -   -   -
Put options   -   44,228   B   - -   146   79   -   -
                  -   141   79   -   -

 

The sensitivity analysis of these derivative financial instruments is presented as follows:

 

 

 

Instrument   Instrument's main risk events   Probable  

Scenario I

(∆ of 25%)

 

Scenario II

(∆ of 50%)

 

Nickel Revenue Hedge Program                
Options   Nickel price increase   146   (97)   (339)
Protected item: Part of nickel revenues with fixed sales prices   Nickel price increase   n.a.   97   339

 

Cash flow hedge (Nickel) - To reduce the cash flow volatility due to nickel price fluctuations, the Company implemented the Nickel Revenue Hedge Program in 2019. In this program, hedging operations were executed, through option 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.

 66

 

 

 

 

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) - To reduce the volatility of its future cash flows arising from changes in palladium prices, the Company implemented a Palladium Revenue Hedging Program. Under this program, hedge operations were executed using forwards and option contracts to protect a portion of the highly probable forecast sales at floating prices. A hedge accounting treatment is given to this program. The derivative transactions under the program are negotiated over-the-counter and the financial settlement inflows/outflows are offset by the hedged items’ losses/gains due to palladium price changes.

 

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 Palladium price variation. In 2022, this program was concluded.

 

f) Credit risk management

 

The Company is exposed to credit risk that arises from trade receivables, derivative transactions, guarantees, down payment for suppliers and cash investments. The credit risk management process provides a framework for assessing and managing counterparties’ credit risk and for maintaining our portfolio risk at an acceptable level.

 

For the commercial credit exposure, which arises from sales to final customers, the risk management area, in accordance with the current delegation level, approves or requests the approval of credit risk limits for each counterparty.

 

Vale attributes an internal credit risk rating for each counterparty using its own quantitative methodology for credit risk analysis, which is based on market prices, external credit ratings and financial information of the counterparty, as well as qualitative information regarding the counterparty’s strategic position and history of commercial relations.

 

Based on the counterparty’s credit risk, risk mitigation strategies may be used to manage the Company’s credit risk. The main credit risk mitigation strategies include non-recourse sale of receivables, insurance instruments, letters of credit, corporate and bank guarantees, mortgages, among others.

 

f.i) Accounts receivable portfolio

 

Vale has a diversified accounts receivable portfolio from a geographical standpoint, with Asia, Europe and Brazil as the regions with more significant exposures. According to each region, different guarantees can be used to enhance the credit quality of the receivables. Historically, the expected credit loss on the Company’s accounts receivable portfolio is immaterial (note 11).

 

f.ii) Financial instruments, except for accounts receivable

 

To manage the credit exposure arising from cash investments and derivative instruments, credit limits are approved to each counterparty with whom the Company has credit exposure. Furthermore, the Company controls the portfolio diversification and monitors different indicators of solvency and liquidity of the different counterparties that were approved for trading. The carrying amount of the financial assets that represent the exposure to credit risk is presented below:

        Consolidated
    Notes   December 31, 2022   December 31, 2021
Cash and cash equivalents   23   24,711   65,409
Short-term investments   23   320   1,028
Restricted cash       404   653
Judicial deposits   28   6,338   6,808
Derivative financial instruments       2,810   729
Investments in equity securities   14   36   33
Total       34,619   74,660
             
        Parent Company
    Notes   December 31, 2022   December 31, 2021
Cash and cash equivalents   23   7,896   34,266
Short-term investments   23   15   906
Restricted cash       22   358
Judicial deposits   28   6,092   6,543
Derivative financial instruments       2,182   456
Investments in equity securities   14   31   33
Related parties - Other financial assets   31   50   43
Total       16,288   42,605

 67

 

 

 

 

 

 

f.iii) 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.

 

 

    Consolidated
    December 31, 2022   December 31, 2021
    Cash and cash equivalents and investment   Derivatives   Cash and cash equivalents and investment   Derivatives
Aa1   168   -   712   -
Aa2   1,787   25   1,592   81
Aa3   1,248   -   2,761   187
A1   9,108   515   6,387   19
A2   4,894   760   19,408   220
A3   4,791   332   8,471   111
Baa1   2   -   500   -
Baa2   37   -   59   -
Ba2 (i)   2,142   918   15,420   28
Ba3 (i)   854   286   11,096   -
Other   -   (26)   31   83
    25,031   2,810   66,437   729

 

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

 

g) Liquidity risk management

 

The liquidity risk arises from the possibility that Vale might not perform its obligations on due dates, as well as face difficulties to meet its cash requirements due to market liquidity constraints.

 

The available revolving credit facilities are intended to assist short term liquidity management and to enable more efficiency in cash management and were provided by a syndicate of several global commercial banks. The Company has two revolving credit facilities, in the amount of R$27,903 (US$5,000 million), for which R$16,742 (US$3,000 million) have maturity date in 2024 and R$11,161 (US$2,000 million) in 2026. As at December 31, 2022, these lines are undrawn.

 

Accounting policy

 

The Company uses financial instruments to hedge its exposure to certain market risks arising from operational, financing and investing activities. Derivatives are included within financial assets or liabilities at fair value through profit or loss unless they are designated as effective hedging instruments (hedge accounting).

 

At the beginning of the hedge operations, the Company documents the type of hedge, the relation between the hedging instrument and hedged items, its risk management objective and strategy for undertaking hedge operations. The Company also documents, both at hedge inception and on an ongoing basis that the hedge is expected to continue to be highly effective. The Company has elected to adopt the new general hedge accounting model in IFRS 9/CPC 48 and designates certain derivatives as either:

 

Cash flow hedge - The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity within "Unrealized fair value gain (losses)". The gain or loss relating to the ineffective portion is recognized immediately in the income statement. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized in profit or loss when the transaction is recognized in the income statement.

 

 68

 

 

 

Net investment hedge - Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognized in equity within "Cumulative translation adjustments". The gain or loss relating to the ineffective portion is recognized immediately in the income statement. Gains and losses accumulated in equity are included in the statement of income when the foreign operation is partially or fully disposed of or sold.

 

Derivatives at fair value through profit or loss - Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any of these derivative instruments are recognized immediately in the income statement.

 

 

Critical accounting estimates and judgments

 

The fair values of financial instruments that are not traded in active markets are determined using valuation techniques. Vale uses its own judgment to choose between the various methods. Assumptions are based on the market conditions, at the end of the year. An analysis of the impact if actual results are different from management's estimates is present under “Sensitivity analysis of derivative financial instruments”.

 

 

21.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:

 

    Consolidated
    December 31, 2022       December 31, 2021
Financial assets Notes Amortized cost   At fair value through OCI  

At fair value through

profit or loss

  Total   Amortized cost   At fair value through OCI  

At fair value through

profit or loss

  Total
Current                                
Cash and cash equivalents 23 24,711   -   -   24,711   65,409   -   -   65,409
Short-term investments 23 -   -   320   320   -   -   1,028   1,028
Derivative financial instruments 20 -   -   1,788   1,788   -   -   619   619
Accounts receivable 11 2,809   -   19,728   22,537   3,921   -   17,919   21,840
    27,520   -   21,836   49,356   69,330   -   19,566   88,896
Non-current                                
Judicial deposits 28 6,338   -   -   6,338   6,808   -   -   6,808
Restricted cash 32 404   -   -   404   653   -   -   653
Derivative financial instruments 20 -   -   1,022   1,022   -   -   110   110
Investments in equity securities 14 -   36   -   36   -   33   -   33
    6,742   36   1,022   7,800   7,461   33   110   7,604
Total of financial assets   34,262   36   22,858   57,156   76,791   33   19,676   96,500
                                 
Financial liabilities                                
Current                                
Suppliers and contractors 13 23,278   -   -   23,278   19,393   -   -   19,393
Derivative financial instruments 20 -   -   470   470   -   -   1,355   1,355
Loans, borrowings and leases 23 2,552   -   -   2,552   6,720   -   -   6,720
Liabilities related to the concession grant 14(a) 2,169   -   -   2,169   4,241   -   -   4,241
Other financial liabilities - Related parties 31 2,086   -   -   2,086   2,192   -   -   2,192
Contract liability and other advances   4,000   -   -   4,000   5,111   -   -   5,111
    34,085   -   470   34,555   37,657   -   1,355   39,012
Non-current                                
Derivative financial instruments 20 -   -   972   972   -   -   3,301   3,301
Loans, borrowings and leases 23 63,778   -   -   63,778   70,189   -   -   70,189
Participative shareholders' debentures 22 -   -   14,218   14,218   -   -   19,078   19,078
Liabilities related to the concession grant 14(a) 13,326   -   -   13,326   8,017   -   -   8,017
Financial guarantees 32 -   -   537   537   -   -   3,026   3,026
    77,104   -   15,727   92,831   78,206   -   25,405   103,611
Total of financial liabilities   111,189   -   16,197   127,386   115,863   -   26,760   142,623

 69

 

 

 

 

 

    Parent Company
    December 31, 2022       December 31, 2021  
Financial assets Notes Amortized cost   At fair value through OCI  

At fair value through

profit or loss

  Total   Amortized cost   At fair value through OCI  

At fair value through

profit or loss

  Total
Current                                
Cash and cash equivalents 23 7,896   -   -   7,896   34,266   -   -   34,266
Short-term investments 23 -   -   15   15   -   -   906   906
Derivative financial instruments 20 -   -   1,160   1,160   -   -   410   410
Accounts receivable 11 47,305   -   75   47,380   46,560   -   1,352   47,912
    55,201   -   1,250   56,451   80,826   -   2,668   83,494
Non-current                                
Judicial deposits 28 6,092   -   -   6,092   6,543   -   -   6,543
Restricted cash   22   -   -   22   358   -   -   358
Derivative financial instruments 20 -   -   1,022   1,022   -   -   46   46
Investments in equity securities 14 -   31   -   31   -   33   -   33
Other financial assets   50   -   -   50   43   -   -   43
    6,164   31   1,022   7,217   6,944   33   46   7,023
Total of financial assets   61,365   31   2,272   63,668   87,770   33   2,714   90,517
                                 
Financial liabilities                                
Current                                
Suppliers and contractors 13 14,248   -   -   14,248   10,603   -   -   10,603
Derivative financial instruments 20 -   -   128   128   -   -   879   879
Loans, borrowings and leases 23 1,098   -   -   1,098   3,415   -   -   3,415
Liabilities related to the concession grant 14(a) 2,169   -   -   2,169   4,241   -   -   4,241
Loans - Related parties 31 25,691   -   -   25,691   4,574   -   -   4,574
Other financial liabilities - Related parties 31 3,660   -   -   3,660   2,235   -   -   2,235
Contract liability and other advances   33   -   -   33   25   -   -   25
    46,899   -   128   47,027   25,093   -   879   25,972
Non-current                                
Derivative financial instruments 20 -   -   848   848   -   -   3,042   3,042
Loans, borrowings and leases 23 16,062   -   -   16,062   16,520   -   -   16,520
Loans - Related parties 31 48,465   -   -   48,465   81,551   -   -   81,551
Participative shareholders' debentures 22 -   -   14,218   14,218   -   -   19,078   19,078
Liabilities related to the concession grant 14(a) 13,326   -   -   13,326   8,017   -   -   8,017
Financial guarantees 32 -   -   537   537   -   -   3,026   3,026
    77,853   -   15,603   93,456   106,088   -   25,146   131,234
Total of financial liabilities   124,752   -   15,731   140,483   131,181   -   26,025   157,206
                                   

 

b) Hierarchy of fair value

 

        Consolidated
        December 31, 2022   December 31, 2021
  Notes Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total
Financial assets                                
Short-term investments 23 320   -   -   320   1,028   -   -   1,028
Derivative financial instruments 20 -   2,810   -   2,810   -   659   70   729
Accounts receivable 11 -   19,728   -   19,728   -   17,919   -   17,919
Investments in equity securities 14 36   -   -   36   33   -   -   33
    356   22,538   -   22,894   1,061   18,578   70   19,709
                                 
Financial liabilities                                
Derivative financial instruments 20 -   1,442   -   1,442   -   4,656   -   4,656
Participative shareholders' debentures 22 -   14,218   -   14,218   -   19,078   -   19,078
Financial guarantees 32 -   537   -   537   -   3,026   -   3,026
    -   16,197   -   16,197   -   26,760   -   26,760

 70

 

 

 

 

 
        Parent Company
    December 31, 2022   December 31, 2021
  Notes Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total
Financial assets                                
Short-term investments   15   -   -   15   906   -   -   906
Derivative financial instruments 20 -   2,182   -   2,182   -   386   70   456
Accounts receivable 11 -   75   -   75   -   1,352   -   1,352
Investments in equity securities 14 31   -   -   31   33   -   -   33
    46   2,257   -   2,303   939   1,738   70   2,747
                                 
Financial liabilities                                
Derivative financial instruments 20 -   976   -   976   -   3,921   -   3,921
Participative shareholders' debentures 22 -   14,218   -   14,218   -   19,078   -   19,078
Financial guarantees 32 -   537   -   537   -   3,026   -   3,026
    -   15,731   -   15,731   -   26,025   -   26,025

 

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

 

 

b.i) Changes in Level 3 assets and liabilities during the year

 

    Consolidated   Parent Company
    Derivative financial instruments
    Financial assets   Financial liabilities   Financial assets   Financial liabilities
Balance at December 31, 2021   70   -   70   -
 Gain and losses recognized in income statement   (70)   -   (70)   -
Balance at December 31, 2022   -   -   -   -

 

c) Fair value of loans and borrowings

 

Loans and borrowings are recorded at their contractual values. To determine the market values of these financial instruments traded in public markets, the closing market quotations on the balance sheet dates were used. The Company considers that for the other financial liabilities measured at amortized cost, their book values are close to their fair values and therefore information on their fair values is not being presented.

 
    Consolidated
    December 31, 2022   December 31, 2021
    Carrying amount   Fair value   Carrying amount   Fair value
Quoted in the secondary market:                
 Bonds   32,125   32,626   41,564   51,068
Debentures   1,217   1,177   2,160   2,160
Debt contracts in Brazil in:                
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI   1,445   1,452   1,975   2,508
R$, with fixed interest   8   8   73   -
Basket of currencies and bonds in US$ indexed to LIBOR   -   -   61   61
Debt contracts in the international market in:                
US$, with variable and fixed interest   22,260   22,912   20,173   18,030
Other currencies, with variable interest   49   44   486   299
Other currencies, with fixed interest   466   474   597   654
Total   57,570   58,693   67,089   74,780

 

 

    Parent Company
    December 31, 2022   December 31, 2021
Quoted in the secondary market:                
 Bonds   2,563   2,442   2,904   3,468
Debentures   1,217   1,177   2,159   2,159
Debt contracts in Brazil in:   -            
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI   1,445   1,451   1,976   2,077
R$, with fixed interest   8   8   71   -
Basket of currencies and bonds in US$ indexed to LIBOR   -   -   62   62
Debt contracts in the international market in:                
US$, with variable interest   10,018   10,650   10,298   9,956
Other currencies, with variable interest   49   44   489   491
Total   15,300   15,772   17,959   18,213

 

 71

 

 

 

 

Accounting policy

 

Classification and measurement - The Company classifies financial instruments based on its business model for managing the assets and the contractual cash flow characteristics of those assets. The business model test determines the classification based on the business purpose for holding the asset and whether the contractual cash flows represent only payments of principal and interest.

 

Financial instruments are measured at fair value through profit or loss (“FVTPL”) unless certain conditions are met that permit measurement at fair value through other comprehensive income (“FVOCI”) or amortized cost. Gains and losses recorded in other comprehensive income for debt instruments are recognized in profit or loss only on disposal.

 

Investments in equity instruments are measured at FVTPL unless they are eligible to be measured at FVOCI, whose gains and losses are never recycled to profit or loss.

 

All financial liabilities are initially measured at fair value, net of transaction costs incurred and are subsequently carried at amortized cost and updated using the effective interest rate method. Excepts for Participative shareholders’ debentures and Derivative financial instruments that are measured at FVTPL.

 

Fair value hierarchy - The Company classifies financial instruments within the fair value hierarchy as:

 

Level 1: The fair value of financial instruments traded in active markets (e.g. derivatives and publicly traded shares) is based on quoted market prices at the end of the financial statements period.

 

Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over the counter derivatives) is determined using valuation techniques that maximize the use of observable market data. If all significant data required for the fair value of an instrument are observable, the instrument is included in level 2.

 

Level 3: If one or more of the significant data are not based on observable market data, the instrument is included in level 3. The fair value of derivatives classified as level 3 is estimated using discounted cash flows and option valuation models with unobservable inputs of discount rates, stock prices and commodity prices.

 

 

 

22.Participative shareholders’ debentures

 

At the time of its privatization in 1997, the Company issued a total of 388,559,056 debentures to then-existing shareholders, including the Brazilian Government. The debentures’ terms were set to ensure that pre-privatization shareholders 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 shareholders’ 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.

 

The effects on the statement of income and on the balance sheet are shown below:

 

    December 31, 2022   December 31, 2021   December 31, 2020
    Average price (R$)   Financial income   Liabilities   Average price (R$)   Financial expense   Liabilities   Average price (R$)   Financial expense   Liabilities
Participative shareholders’ debentures   36.59   3,285   14,218   49.10   (3,691)   19,078   45.65   (8,250)   17,737

 

The Company made available for withdrawal as remuneration the following amounts, as disclosed on the “Shareholders’ debentures report” available on the Company’s website, which were not incorporated by reference:

 72

 

 

 

 

 
    Availability date   Remuneration amount
Remuneration for the first half of 2022   October 3, 2022   715
Remuneration for the second half of 2021   April 1, 2022   1,120
Year ended December 31, 2022   -   1,835
         
Remuneration for the first half of 2021   October 1, 2021   1,244
Remuneration for the second half of 2020   April 1, 2021   1,073
Year ended December 31, 2021   -   2,317
         
Remuneration for the first half of 2020   October 1, 2020   494
Remuneration for the second half of 2019   April 1, 2020   506
Year ended December 31, 2020   -   1,000

 

Accounting policy

The participative shareholders’ debentures are measured at fair value through profit or loss based on the market approach, representing the amount that would be paid for the acquisition of these securities on the measurement date and, therefore, also implicitly includes the remuneration to the debenture holder. To calculate the fair value of the liabilities, the Company uses the weighted average price of the secondary market trades in the last month of period.

 

 

 

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

 

a)      Net debt

 

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

 

    Consolidated
    December 31, 2022   December 31, 2021
Debt contracts   58,341   67,967
Leases   7,989   8,942
Total of loans, borrowings and leases   66,330   76,909
         
(-) Cash and cash equivalents   24,711   65,409
(-) Short-term investments (i)   320   1,028
Net debt   41,299   10,472

 

(i) Substantially comprises investments in exclusive investment fund, whose portfolio is composed of committed transactions and Financial Treasury Bills (“LFTs”), which are floating-rate securities issued by the Brazilian government.

 

b)    Cash and cash equivalents

 

 

    December 31, 2022   December 31, 2021
R$   9,233   37,468
US$   14,602   26,613
Other currencies   876   1,328
    24,711   65,409

 

 73

 

 

 

 

c)Loans, borrowings, and leases

 

i) Total debt

 

        Consolidated
        Current liabilities   Non-current liabilities
    Average interest rate (i)   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Quoted in the secondary market:                    
US$, Bonds   6.00%   -   -   32,125   41,564
R$, Debentures (ii)   10.09%   244   1,038   973   1,122
Debt contracts in Brazil in (iii):                    
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI   10.62%   239   530   1,206   1,445
R$, with fixed interest   3.04%   8   67   -   6
Basket of currencies and bonds in US$ indexed to LIBOR   2.32%   -   61   -   -
Debt contracts in the international market in:                    
US$, with variable and fixed interest   5.03%   282   2,673   21,978   17,500
Other currencies, with variable interest   4.10%   -   430   49   56
Other currencies, with fixed interest   3.59%   60   67   406   530
Accrued charges       771   878   -   -
        1,604   5,744   56,737   62,223

 

 
        Parent Company
        Current liabilities   Non-current liabilities
    Average interest rate (i)   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Quoted in the secondary market:                    
US$, Bonds   5.66%   -   -   2,563   2,904
R$, Debentures (ii)   10.09%   244   1,037   973   1,122
Debt contracts in Brazil in (iii):                    
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI   10.62%   239   532   1,206   1,444
R$, with fixed interest   3.04%   8   63   -   8
Basket of currencies and bonds in US$ indexed to LIBOR   2.32%   -   62   -   -
Debt contracts in the international market in:                    
US$, with variable interest   4.95%   -   698   10,018   9,600
Other currencies, with variable interest   4.10%   -   432   49   57
Accrued charges       182   191   -   -
        673   3,015   14,809   15,135

 

(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable at December 31, 2022.

(ii) The Company has debentures in Brazil with BNDES obtained for the Company's infrastructure investment projects.

(iii) The Company entered into derivatives to mitigate the exposure to cash flow variations of all floating rate debt contracted in Brazil, resulting in an average cost of 3.59% per year in US$.

 

Future flows of debt payments, principal and interest

 

    Consolidated   Parent Company
      Principal  

Estimated future

interest payments (i)

  Principal
2023     833   3,517   491
2024     3,188   3,453   3,122
2025     2,356   3,323   724
2026     4,420   3,175   463
2027     8,850   2,615   3,955
Between 2028 and 2030     14,742   6,610   1,586
2031 onwards     23,181   10,731   4,959
      57,570   33,424   15,300

 

(i) Based on interest rate curves and foreign exchange rates applicable as at December 31, 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

 

 74

 

 

 

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 (as defined in note 4a) and interest coverage. The Company did not identify any instances of noncompliance as at December 31, 2022.

ii) Lease liabilities

 

    Consolidated
    December 31, 2021   Additions and contract modifications   Payments (i)   Interest   Transfer to liabilities held for sale   Translation adjustment   December 31, 2022
Ports   3,982   121   (350)   145   (79)   (220)   3,599
Vessels   2,731   (2)   (327)   90   -   (189)   2,303
Pelletizing plants   1,253   102   (252)   54   -   -   1,157
Properties   577   121   (165)   14   -   2   549
Energy plants   328   -   (31)   17   -   (40)   274
Mining equipment and locomotives   71   66   (29)   10   -   (11)   107
Total   8,942   408   (1,154)   330   (79)   (458)   7,989
Current liabilities   976                       948
Non-current liabilities   7,966                       7,041
Total   8,942                       7,989

 

(i) The total amount of the variable lease payments not included in the measurement of lease liabilities, which have been recognized straight to the income statement, for the year ended December 31, 2022, 2021 and 2020 was R$1.897 (US$367 million), R$2.119 (US$395 million) and R$335 (US$63 million), respectively.

 

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.

 

    2023   2024   2025   2026   2027 onwards   Total   Average remaining term (years)   Discount rate
Ports   345   342   341   276   3,619   4,923   1 to 20   3% to 5%
Vessels   322   314   306   281   1,523   2,746   2 to 10   3% to 4%
Pelletizing plants   275   230   217   79   527   1,328   1 to 10   2% to 5%
Properties   188   129   81   72   163   633   1 to 7   2% to 6%
Energy plants   32   28   28   28   236   352   1 to 7   5% to 6%
Mining equipment   33   22   19   13   26   113   1 to 5   2% to 6%
Total   1,195   1,065   992   749   6,094   10,095        

 

Accounting policy

 

Loans and borrowings are initially measured at fair value, net of transaction costs incurred and are subsequently carried at amortized cost and updated using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the Income statement over the period of the loan, using the effective interest rate method. The fees paid in obtaining the loan are recognized as transaction costs. The Company contracts derivatives to protect its exposure to changes in debt cash flows, changing the average cost of debts that have hedge derivatives contracted.

 

Loans and borrowing costs are capitalized as part of property, plants and equipment if those costs are directly related to a qualified asset. The capitalization occurs until the qualified asset is ready for its intended use. In 2022, 7% (2021: 9%) of total interest incurred was capitalized (note 6). Borrowing costs that are not capitalized are recognized in the income statement in the period in which they are incurred.

 

The accounting policy applied to lease liabilities is disclosed in note 18.

 

 

24.Brumadinho dam failure

 

In January 2019, a tailings dam (“Dam I”) experienced a failure at the Córrego do Feijão mine, in the city of Brumadinho, state of Minas Gerais. 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 3 victims still missing, and caused extensive property and environmental damage in the region.

 75

 

 

 

 

 

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. The Global Settlement was ratified by the Minas Gerais State Court on February 4, 2021, and the res judicata was drawn up on April 7, 2021.

 

As a result of the dam failure, the Company has been recognizing provisions to meet its assumed obligations, including indemnification to those affected by the event, remediation of the impacted areas and compensation to the society, as shown below:

 
    Consolidated
    December 31, 2021  

Operating

expense

  Monetary and present value adjustments   Disbursements   December 31, 2022
Global Settlement for Brumadinho                    
Payment obligations   7,964   -   695   (4,057)   4,602
Provision for socio-economic reparation and others   4,757   -   115   (349)   4,523
Provision for social and environmental reparation   3,933   -   352   (228)   4,057
    16,654   -   1,162   (4,634)   13,182
Commitments                    
Tailings containment and geotechnical safety   1,772   1,568   (19)   (405)   2,916
Individual indemnification   640   -   (23)   (380)   237
Other commitments   671   510   (49)   (185)   947
    3,083   2,078   (91)   (970)   4,100
                     
Liability   19,737   2,078   1,071   (5,604)   17,282
                     
Current liability   6,449               4,926
Non-current liability   13,288               12,356
Liability   19,737               17,282
                     
Discount rate in nominal terms   8.08%               9.08%
                     

 

(i) The Company has incurred expenses, which have been recognized straight to the income statement, in relation to tailings management, humanitarian assistance, payroll, legal services, water supply, among others. In 2022, the Company incurred expenses in the amount of R$3,199 (US$620 million) (2021: R$3,492 (US$650 million)).

 

a) Global Settlement for Brumadinho

 

The Global settlement includes: (i) payment obligations, of which the funds will be used directly by the State of Minas Gerais and Institutions of Justice for socio-economic and socio-environmental compensation projects; (ii) socioeconomic projects in Brumadinho and other municipalities; and (iii) compensation of the environmental damage caused by the dam failure. These obligations are projected for an average period of 5 years.

For the measures (i) and (ii), the agreement specifies an amount for each project and changes in the original budget and deadlines may have an impact in the provision. In addition, the execution of the environmental recovery actions has no cap limit despite having been estimated in the Global Settlement due to the Company's legal obligation to fully repair the environmental damage caused by the dam failure. The expenses related to these obligations are deducted from the income tax calculation, in accordance with the Brazilian tax regulation, which is subject to periodic inspection by the competent authorities. Therefore, although Vale is monitoring this provision, the amount recorded could materially change depending on several factors that are not under the Company’s control.

 

b) Provision for individual indemnification and other commitments

 

The Company is also working to ensure geotechnical safety of the remaining structures at the Córrego do Feijão mine, in Brumadinho, and the removal and proper disposal of the tailings of Dam I, including dredging part of the released material and de-sanding from the channel of the river Paraopeba.

 

For the individual indemnification, Vale and the Public Defendants of the State of Minas Gerais formalized an agreement on April 5, 2019, under which those affected by the Brumadinho’s dam failure may join an individual or family group out-of-Court settlement agreements for the indemnification of material, economic and moral damages. This agreement establishes the basis for a wide range of indemnification payments, which were defined according to the best practices and case law of Brazilian Courts, following rules and principles of the United Nations.

 76

 

 

 

 

c) Contingencies and other legal matters

 

Public civil actions brought by the State of Minas Gerais and state public prosecutors for damages resulting from the failure of Dam I

 

The Company is party to public civil actions brought by the State of Minas Gerais and justice institutions, claiming compensation for socioeconomic and socio-environmental damages resulting from the dam failure and seeking a broad range of preliminary injunctions ordering Vale to execute specific remediation and reparation actions. As a result of the Global Settlement, settled in February 2021, the requests for the reparation of socio-environmental and socioeconomic damages caused by the dam failure were substantially resolved. Indemnifications for individual damages was excluded from the Global Settlement, and the Term of Commitment signed with the Public Defendants of the State of Minas Gerais was ratified, whose parameters are utilized as a basis for the settlement of individual agreements. In the same year of 2021, the fulfilment of the Global Settlement was initiated, by Vale and other parties.

 

Collective Labor Civil Action

 

In 2021, public civil actions were filed with Labor Court of Betim in the State of Minas Gerais, by a workers' unions claiming the compensation for death damages to own and outsourced employees, who died as a result of the failure of Dam I. Initial decisions sentenced Vale to pay R$1 (US$192 thousand) per fatality. Vale is defending itself in the lawsuits and considers that the likelihood of loss is possible.

 

U.S. Securities class action suit

 

Vale is defending itself against a class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale. 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 2023.

On November 24, 2021, a new complaint was filed before the same Court by eight Plaintiffs, all investment funds, as an “opt-out” litigation from the class action already pending in the Eastern District of New York court, asserting virtually the same allegations in the main class action.

The likelihood of loss of these proceedings is considered possible. However, considering the initial phase of this class action, it is not yet possible to reliably estimate the amount of a potential loss. The amount of damages sought in these claims is unspecified.

Arbitration proceedings filed by minority shareholders and a class association

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

In the six proceedings, the claimants argue that Vale was aware of the risks associated with the dam and failed to disclose it to its shareholders. Based on such argument, they claim compensation for losses caused by the decrease in share price.

The expectation of loss is classified as possible for the six procedures and, considering the initial phase, it is not possible at this time to reliably estimate the amount of a possible loss.

In one of the proceedings filed by foreign funds, the Claimants initially estimated the amount of the alleged losses would be approximately R$1,800 (US$345 million). In another proceeding filed by foreign funds, the Claimants initially estimated the amount of the alleged losses would be approximately R$3,900 (US$747 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.

Securities and Exchange Commission (“SEC”) and investigations conducted by the CVM

On April 28, 2022, SEC filed a suit against Vale alleging violations of U.S. securities laws due to Vale’s disclosures about its dam safety management, including the dam in Brumadinho. The SEC is seeking 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 is contesting such allegations. On September 29, 2022, Vale served the SEC with its motion to dismiss the claim. The SEC’s deadline to serve Vale with its Opposition to the motion to dismiss is currently ongoing.

 77

 

 

 

CVM is also conducting investigations relating to Vale's disclosure of relevant information to shareholders, investors and the market in general, especially regarding the conditions and management of Vale's dams. The likelihood of loss of this proceeding is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to the Company.

Criminal proceedings and investigations

In January 2020, the State Prosecutors of Minas Gerais (“MPMG”) filed criminal charges against 16 individuals (including former executive officers of Vale and former employees) for a number of potential crimes, including homicide, and against Vale S.A. for alleged environmental crimes.

In November 2021, the Brazilian Federal Police concluded the investigation on potential criminal responsibility related with the Brumadinho dam failure and the final report sent to the Federal Public Prosecutors (“MPF”).

 

In January 2023 (subsequent event), after the Federal Supreme Court recognized the competence of the Federal Court, the MPF ratified the complaint presented by MPMG, which was received by the competent authority. The MPF and the Brazilian Federal Police conducted a separate investigation into the causes of the dam failure in Brumadinho, which may result in new criminal proceedings. Vale is defending itself against the criminal claims and is not possible to estimate when a decision will be issued. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.

 

Decision of the Brazilian Office of the Comptroller General of the Union (“CGU”)

 

In October 2020, the CGU notified the Company about an administrative proceeding prosecution based on the same allegations mentioned above under the Brazilian Law 12,846/2013 in connection with inspection and monitoring activities related to the Brumadinho dam. In August 2022, the CGU concluded that Vale has failed to present reliable information to the Brazilian National Mining Agency (“ANM”), as once a positive stability condition statement (“DCE”) was issued for the Dam I, where it should be negative in the view of the CGU. Thus, even recognizing the non-existence of corruption acts or practices, the CGU fined Vale R$86 (US$16 million), which is the minimum amount established by law, i.e., the CGU recognizes the non-involvement or tolerance of the Company’s top management. Vale has submitted a request for reconsideration and considers the likelihood of loss for this amount is possible.

 

d) 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.

 

Critical accounting estimates and judgments

The provision for social, economic and environmental reparation may be affected by factors including, but not limited to: (i) changes in the current estimated market price of the direct and indirect cost related to products and services, (ii) changes in timing for cash outflows, (iii) changes in the technology considered in measuring the provision, (iv) number of individuals entitled to the indemnification payments, (v) resolution of existing and potential legal claims, (vi) demographic assumptions, (vii) actuarial assumptions, and (viii) updates in the discount rate.

 

Thus, the amounts actually incurred by the Company may differ from the amounts currently provisioned, due to the confirmation of the assumptions used and which depend on several factors, some of which are not under the Company's control. These changes could result in a material impact on the amount of the provision in future periods. At each presentation date of its financial statements, the Company will reassess the main assumptions used in the preparation of projected cash flows and will adjust the provision, when applicable. 

 

25.Liabilities related to associates and joint ventures

 

a) Samarco dam failure

 78

 

 

 

 

In November 2015, the Fundão tailings dam owned by Samarco Mineração S.A. (“Samarco”) experienced a failure, releasing mine tailings downstream, flooding certain communities and impacting communities and the environment along the Doce River. The dam failure resulted in 19 fatalities and caused property and environmental damage to the affected areas. Samarco is a joint venture equally owned by Vale S.A. and BHP Billiton Brasil Ltda. (‘‘BHPB’’).

 

In 2016, Vale, Samarco and BHPB, entered into a Framework Agreement with the Federal Government of Brazil, the states of Espírito Santo and Minas Gerais and certain other public authorities to establish the Renova Foundation that is developing and executing environmental and socio-economic programs to remediate and provide compensation for damage caused by the Samarco dam failure.

 

In June 2018, Samarco, Vale and BHPB entered into a comprehensive agreement with the offices of the federal and state (Minas Gerais and Espírito Santo) prosecutors, public defenders and attorney general, among other parties (“TacGov Agreement”), improving the governance mechanism of Renova Foundation and establishing, among other things, a process for potential revisions to the remediation programs under the Framework Agreement.

 

Under the Framework Agreement, Samarco has primary responsibility for funding Renova Foundation’s annual calendar year budget for the duration of the Framework Agreement. However, to the extent that Samarco does not meet its funding obligations, Vale and BHPB have secondary funding obligations under the Framework Agreement in proportion to their 50 per cent shareholding in Samarco.

 

Samarco began to gradually recommence operations in December 2020, however, there remains significant uncertainty regarding Samarco’s long-term cash flow generation.

 

b)       Changes on the provisions in the year

 

    December 31, 2021   Income statement   Monetary and present value adjustments   Disbursements     December 31, 2022
Renova Foundation reparation and compensation programs   16,245   556   1,278   (1,777)     16,302
De-characterization of the Germano dam   1,126   (106)   6   -     1,026
Liabilities   17,371   450   1,284   (1,777)     17,328
                       
Current liabilities   9,964                 9,973
Non-current liabilities   7,407                 7,355
Liabilities   17,371                 17,328
                       
Discount rate in nominal terms   5.48% - 8.79%                 6.20% - 9.51%

 

c)Renova Foundation

 

In 2022 new court decisions were issued on individual compensation for the residents of the towns impacted by the dam failure, impacting the provisioning related to the Renova Foundation. These decisions mainly altered and expanded the number of types of damage, categories and amounts that can be compensated to the impacted towns. The increase in the provision is substantially a result of these judicial decisions.

 

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 failure. Due to the safety requirements set by the Brazilian National Mining Agency (“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.

 

e)Samarco’s working capital

 

In addition to the provision, Vale made available the amount of R$113 (US$21 million) for the year ended December 31, 2021 which was fully used to fund Samarco’s working capital and 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.

 

 79

 

 

 

f)Insurance

 

Since the Fundão dam failure, the Company has been negotiating with insurers the indemnification payments based on its general liability policies. In 2021, the Company received payments in the amount of R$181 (US$33 million), 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.

 

g)Judicial recovery of Samarco

 

In April 2021, Samarco filed for Judicial Reorganization (“JR”) with the Courts of Minas Gerais to renegotiate its debt, which is held by bondholders abroad. The purpose of JR 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.

 

In addition, the ongoing discussions in the context of the JR 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 at December 31, 2022, the exposure is R$8,454 (US$1,620 million), of which R$2,980 (US$571 million) are expenses already incurred and considered as part of the Company’s uncertain tax positions (note 8).

 

The Company is working with the perspective that the mechanisms resulting from the JR 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.

 

h)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 USA against Vale and some of its current and former officers and a criminal proceeding in Brazil. The main updates regarding the lawsuits in the year were as follows:

 

Public Civil Action filed by the Federal Government and others and public civil action filed by the Federal Public Ministry ("MPF")

 

Vale is a defendant in several legal proceedings brought by governmental authorities and civil associations claiming socioenvironmental and socioeconomic damages and a number of specific remediation measures as a result of the Samarco’s Fundão dam failure, including a claim brought by the Federal Public Prosecution Office in 2016 seeking R$155 billion (US$29 billion) (the effect for Vale would be 50% of this amount), which has been suspended from the date of ratification of the TacGov Agreement.

 

However, as pre-requisites established in the TacGov Agreement, for renegotiation of the Framework Agreement were not implemented during the two-year period ended September 30, 2020, the Brazilian Federal and State prosecutors and public defenders filed a request for the immediate resumption of the R$155 billion (US$29 billion) claim. Therefore, Vale, Samarco, BHPB and Federal and State prosecutors have been engaging in negotiations to seek a definitive settlement of the obligations under the Framework Agreement and the R$155 billion (US$29 billion) Federal Public Prosecution Office claim.

The goal in signing a potential agreement is to provide a stable framework for the execution of reparation and compensation programs. The potential agreement is still uncertain as it is subject to conclusion of the negotiations and approval by the Company, relevant authorities and intervenient parties.

 

The estimate of the economic impact of a potential agreement will depend mainly on (i) a detailed assessment of the estimates of the amounts to be spent on the reparation and compensation projects being discussed, (ii) an analysis of the detailed scope of such projects to determine their overlap with the initiatives and amounts already provisioned; and (iii) the timing of the execution of projects and disbursements, which will impact the present value of the obligations.

 

Therefore, until any revisions to the Programs are agreed, Renova Foundation will continue to implement the Programs in accordance with the terms of the Framework Agreement and the TacGov Agreement, for which the expected costs are reflected in the Company’s provision.

 

Criminal proceedings

 

 80

 

 

 

In September 2019, the federal court 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. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.

 

United Kingdom contribution claim

 

As a result of the rupture of Samarco’s Fundão dam failure, BHP Group Ltd (“BHP”) was named as defendant in group action claims for damages filed in the courts of England and Wales (The “UK Claim”). The UK Claim includes only BHP and was filed on behalf of certain individuals and municipalities in Brazil only against BHP, for the allegedly damages caused by the Fundão dam failure.

In December 2022, BHP filed a contribution claim against Vale, requesting the Company to be responsible for the indemnification payments in the proportion to its interest held in Samarco. The Company believes that it is not subject to the jurisdiction of the English Court and it does not have any contractual obligation in relation to this matter, therefore, the Company has assessed the risk of loss as remote.

i)Summarized financial information

 

The summarized financial information of Samarco are as follows. The stand-alone financial statements of Samarco may differ from the financial information reported herein, which is prepared considering Vale’s accounting policies.

 

 

    December 31, 2022   December 31, 2021
Current assets   2,369   3,132
Non-current assets   14,337   16,301
Total assets   16,706   19,433
         
Current liabilities   56,393   60,840
Non-current liabilities   38,616   39,287
Total liabilities   95,009   100,127
Negative reserves   (78,303)   (80,694)
         
Net income (loss) for the year ended   55   (17,311)

 

Following the recent decision of the STF, as detailed in note 8(e), the Company expects that Samarco will also recognize a material liability in its financial statements and, therefore, it may impact Samarco’s ability to meet its cash obligations in the future. However, as described in its accounting policy, the Company does not have an obligation to provide funding to Samarco and it did not record a provision accordingly. Moreover, the Company already has a provision related to Renova Foundation and this matter does not have any impact in the existing provision recorded by Vale as at December 31, 2022.

 

Critical accounting estimates and judgments

 

Under Brazilian legislation and the terms of the joint venture agreement, the Company does not have an obligation to provide funding to Samarco. Accordingly, the Company’s investment in Samarco was fully impaired and no provision was recognized in relation to the Samarco’s negative equity.

 

The provision related to Renova Foundation requires the use of assumptions that may be mainly affected by: (i) changes in scope of work required under the Framework Agreement as a result of further technical analysis and the ongoing negotiations with the Federal Prosecution Office, (ii) activity level of Samarco´s operations; (iii) updates of the discount rate; and (iv) resolution of existing and potential legal claims.

 

Moreover, the main critical assumptions and estimates applied in the Germano dam provision considers, among others: (i) volume of the waste to be removed based on historical data available and interpretation of the enacted laws and regulations; (ii) location availability for the tailings disposal; and (iii) acceptance by the authorities of the proposed engineering methods and solution.

 

As a result, future expenditures may differ from the amounts currently provided and changes to key assumptions could result in a material impact to the amount of the provision in future reporting periods. At each reporting period, the Company reassess the key assumptions used by Samarco in the preparation of the projected cash flows and adjust the provision, if required.

 

 

 

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

 81

 

 

 

 

The Company is subject to local laws and regulations, that requires the decommissioning of the assets and mine sites that Vale operates at the end of their useful lives, therefore, expenses for demobilization occur predominantly after the end of operational activities. Depending on the geotechnical characteristics of the structures, the Company is required to de-characterize the structures, as shown in item a) below.

 

Laws and regulations related to dam safety

 

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 law 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. As made available to competent bodies, a substantial part of the Company's de-characterization projects will be completed in a period exceeding the date established in the legislation due to the characteristics and safety levels of the Company's geotechnical structures.

 

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 R$192 (US$37 million) to make investments in social and environmental projects over a period of 8 years.

In December 2022, the Federal Government published decree no. 11,310, which regulates dispositions of the National Dam Safety Policy, regulates dam supervision activities, establishes the competence to regulate the extension of the self-rescue zone for authorities acting in dam emergency situations, and presents guidelines on technical reports regarding the causes of a breach and other aspects of management of geotechnical structures. This decree also determined that companies must present guarantees for dams in an alert situation, however, the measures for measuring and executing these guarantees are still being discussed by the responsible public agencies and may result in a material impact on the value of the provision in future periods.

a) De-characterization of upstream and centerline geotechnical structures

 

As a result of the Brumadinho dam failure (note 24) and, in compliance with Law 14,066, the Company has decided to speed up the plan to “de-characterize” of all 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, the Company decided that these dams will be decommissioned using other methods, thus, the provision to carry out the decommissioning of dams in Canada is recognized as “Obligations for decommissioning assets and environmental obligations”, as presented in item (b) below.

 

These structures are in different stages of maturity, some of them still in the conceptual engineering phase, for which the estimate of expenditures includes in its methodology a high degree of uncertainty in the definition of the total cost of the project in accordance with best market practices.

 

The cash flow for de-characterization projects are estimated for a period up to 13 years and were discounted at present value at a rate, which increased from 5.48% to 6.14%. Changes in the provisions are as follows:

 

    Consolidated
    2022   2021
Balance at January 1,   19,666   11,897
Additional provision   375   9,747
Disbursements   (1,806)   (1,822)
Present value valuation   (608)   (156)
Balance at December 31,   17,627   19,666
         
Current liabilities   1,865   2,518
Non-current liabilities   15,762   17,148
Liabilities   17,627   19,666

Evacuation of communities

 82

 

 

 

In December 2022, Vale entered into an agreement to extinguish the Public Civil Action of the Nova Lima dam (B3/B4) in the amount of R$500 (US$96 million), part of which had already been registered by the Company in previous periods. Thus, the Company recorded an additional provision in the amount of R$292 (US$57 million) for the year ended December 31, 2022.

Additionally, the Company is defending itself in two public civil actions filed by the Public Prosecutor's Office of the State of Minas Gerais claiming injunctions and socio-economic damages arising from the evacuations of communities located within the self-rescue zones of the dams located in Ouro Preto (Doutor) and Barão de Cocais (Sul Superior). The Company assessed that the risk of loss is possible and, at this moment, it is not possible to reliably estimate the amount of a possible loss for the Company.

Operational stoppage and idle capacity

 

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 Iron Solutions segment in the amounts of R$1,392 (US$269 million) and R$2,041 (US$376 million) for the year ended December 31, 2022 and 2021, respectively. The Company is working on legal and technical measures to resume all operations at full capacity.

 83

 

 

 

 

b) Asset retirement obligations and environmental obligations

 
    Consolidated   Parent Company   Discount rate   Cash flow maturity
    December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Liability by geographical area                                
Brazil   9,331   7,786   8,748   7,118   6.20%   5.48%   2096   2119
Canada   8,781   15,221   -   -   1.11%   0.00%   2148   2151
Oman   596   684   -   -   3.90%   3.03%   2035   2035
Indonesia   382   432   -   -   4.33%   4.20%   2061   2061
Other regions   752   1,432   -   -   1.84% - 2.00%   0.00 - 0.57%   -   -
    19,842   25,555   8,748   7,118                

 

Provision changes during the year

 

    Consolidated
    2022   2021
    Asset retirement obligations   Environmental obligations   Total   Asset retirement obligations   Environmental obligations   Total
Balance at January 1,   23,906   1,649   25,555   21,929   1,571   23,500
Adjustment to present value   103   33   136   622   108   730
Disbursements   (531)   (136)   (667)   (475)   (310)   (785)
Revisions on projected cash flows (i)   (3,109)   240   (2,869)   1,000   276   1,276
Transfer to assets held for sale   (231)   (9)   (240)   (278)   -   (278)
Translation adjustment   (2,054)   (19)   (2,073)   1,108   4   1,112
Balance at December 31,   18,084   1,758   19,842   23,906   1,649   25,555
Current   1,095   490   1,585   400   550   950
Non-current   16,989   1,268   18,257   23,506   1,099   24,605
Liability   18,084   1,758   19,842   23,906   1,649   25,555
                         

 

(i) Among other factors, includes the reduction in liability of R$4,408 (US$870 million), due to the update in the discount rate of the asset retirement obligation in Canada, which increased from 0.00% to 1.11% for the year ended December 31, 2022.

Decommissioning plan and future use

The Company is subject to regulations, which provide for the obligation to decommission the assets that Vale operates at the end of their useful life. These obligations are regulated by the ANM at the federal level and by environmental agencies at the state level. Among the requirements, the decommissioning plans must consider the physical, chemical and biological stability of the areas and post-closure actions for the period necessary to verify the effectiveness of the decommissioning. These obligations are accrued and are subject to critical estimates and assumptions applied to the measurement of costs by the Company.

In addition, the implementation and execution of future use projects, after the decommissioning, is not required by law. However, the Company has been studying a governance to assess the future use, considering its aptitudes, post-operational usage intention, socio-economic development of the community and the characteristics of the physical and biotic environments in which Vale operates. Any future commitments, if assumed by Vale, may result in material impact on the amount of the provision.

 

Critical accounting estimates and judgments

 

De-characterization of dam structures - The main critical assumptions and estimates applied in the de-characterization provision considers, among others: (i) volume of the waste to be removed based on historical data available and interpretation of the enacted laws and regulations; (ii) location availability for the tailings disposal; (iii) engineering methods and solutions; (iv) security levels; (v) productivity of the equipment used; (vi) advances in geological studies and new hydrological information; and (vii) discount rate update

 

Therefore, future expenditures may differ from the amounts currently provided because the realized assumptions and various other factors are not always under the Company’s control. These changes to key assumptions could result in a material impact to the amount of the provision in future reporting periods. At each reporting period, the Company will reassess the key assumptions used in the preparation of the projected cash flows and will adjust the provision, if required.

Asset retirement obligations - When the provision is recognized, the corresponding cost is capitalized as part of property, plant and equipment and it is depreciated over the useful life of the related mining asset.

 84

 

 

 

The long-term liability is discounted at presented value using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability and the unwinds are recorded in the income statement and is reduced by payments for mine closure and decommissioning of mining assets. The accrued amounts of these obligations are not deducted from the potential costs covered by insurance or indemnities.

Judgment is required to determine key assumptions used on the asset retirement obligation measurement such as, interest rate, cost of closure, useful life of the mining asset considering the current conditions of closure and the projected date of depletion of each mine. Any changes in these assumptions may significantly impact the recorded provision. Therefore, the estimated costs for closure of the mining assets are deemed to be a critical accounting estimate and annually reviewed. 

 

27.Provisions
        Consolidated
    Current liabilities   Non-current liabilities
  Notes December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Provisions for litigation 28 551   516   6,187   5,647
Employee post retirement obligation 29 344   553   6,572   8,556
Payroll, related charges and other remunerations   4,507   4,553   -   -
Onerous contracts 19 -   208   -   4,879
  5,402   5,830   12,759   19,082
                 
    Parent Company
    Current liabilities   Non-current liabilities
  Notes December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Provisions for litigation 28 551   511   5,810   5,260
Employee post retirement obligation 29 99   249   2,331   2,236
Payroll, related charges and other remunerations   3,282   3,259   -   -
  3,932   4,019   8,141   7,496

 

Accounting policy

 

The long-term liability is discounted at presented value using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability and the unwinds are recorded in the income statement and is reduced by payments. The accrued amounts of these obligations are not deducted from the potential costs covered by insurance or indemnities. 

 

 

28.Litigations

 

The Company is a defendant in numerous legal actions in the ordinary course of business, including civil, tax, environmental and labor proceedings.

 

The Company makes use of estimates to recognize the amounts and the probability of outflow of resources, based on reports and technical assessments and on management’s assessment. Provisions are recognized for probable losses of which a reliable estimate can be made.

 

Arbitral, legal and administrative decisions against the Company, new jurisprudence and changes of existing evidence can result in changes regarding the probability of outflow of resources and on the estimated amounts, according to the assessment of the legal basis.

 

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 capital (“JCP”) from the PIS and COFINS tax base. The amount reserved for this proceeding as at December 31, 2022 is R$2,598 (US$498 million) (2021: R$2,243 (US$402 million)). This proceeding is fully guaranteed by a judicial deposit.

 85

 

 

 

 

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.

 

The lawsuits related to Brumadinho event (note 24) and the Samarco dam failure (note 25) are presented in its specific notes to these financial statements and, therefore, are not disclosed below.

 

    Consolidated
    Tax litigation   Civil litigation   Labor litigation   Environmental litigation   Total of litigation provision
Balance at December 31, 2020   2,520   1,354   1,741   56   5,671
Additions and reversals, net   24   105   397   5   531
Payments   (57)   (117)   (301)   (20)   (495)
Indexation and interest   57   238   164   1   460
Translation adjustment   -   -   5   -   5
Acquisition of NLC   -   11   38   -   49
Discontinued operations - Coal   (2)   (12)   (44)   -   (58)
Balance at December 31, 2021   2,542   1,579   2,000   42   6,163
Current liabilities   77   118   314   7   516
Non-current liabilities   2,465   1,461   1,686   35   5,647
Balance at December 31, 2021   2,542   1,579   2,000   42   6,163
Additions and reversals, net   212   195   355   31   793
Payments   (208)   (354)   (295)   (2)   (859)
Indexation and interest   466   128   93   5   692
Translation adjustment   -   -   -   -   -
Transfer to held for sale   (4)   (39)   (8)   -   (51)
Balance at December 31, 2022   3,008   1,509   2,145   76   6,738
Current liabilities   93   107   339   12   551
Non-current liabilities   2,915   1,402   1,806   64   6,187
Balance at December 31, 2022   3,008   1,509   2,145   76   6,738
                     
                     
    Parent Company
    Tax litigation (i)   Civil litigation   Labor litigation   Environmental litigation   Total of litigation provision
Balance at December 31, 2020   2,410   1,090   1,687   50   5,237
Additions and reversals, net   24   44   365   5   438
Payments   (57)   (113)   (263)   (20)   (453)
Indexation and interest   57   113   167   1   338
Merger of subsidiaries   79   125   4   3   211
Balance at December 31, 2021   2,513   1,259   1,960   39   5,771
Current liabilities   78   112   314   7   511
Non-current liabilities   2,435   1,147   1,646   32   5,260
Balance at December 31, 2021   2,513   1,259   1,960   39   5,771
Additions and reversals, net   209   173   342   29   753
Payments   (207)   (329)   (280)   (2)   (818)
Indexation and interest   463   91   95   6   655
Balance at December 31, 2022   2,978   1,194   2,117   72   6,361
Current liabilities   93   107   339   12   551
Non-current liabilities   2,885   1,087   1,778   60   5,810
Balance at December 31, 2022   2,978   1,194   2,117   72   6,361

 

(i) Includes amounts regarding to social security claims that were classified as labor claims.

 

 

b)       Contingent liabilities

 
    Consolidated   Parent Company
    December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Tax litigations   34,383   28,891   33,694   28,377
Civil litigations   6,625   8,384   5,513   6,461
Labor litigations   2,970   2,882   2,877   2,785
Environmental litigations   5,750   5,322   4,765   4,391
Total   49,728   45,479   46,849   42,014

 

 

 86

 

 

 

 

The main contingent liabilities, updated by applicable interest rates, for which the likelihood of loss is considered possible are presented by nature as follows:

 

Tax proceedings (“CFEM”) - The Company is engaged in numerous administrative and judicial proceedings related to the mining royalty known as CFEM. These proceedings arise out of a large number of assessments by the Brazilian National Mining Agency (“Agência Nacional de Mineração – ANM”, former “DNPM”), which main discussions involve the deduction of insurance and transportation costs indicated in the corresponding invoice payment of royalties on pellet sales and CFEM charges on the revenues provided by our subsidiaries abroad. The Company estimates the possible losses resulting from these proceedings to be R$9,555 (US$1,831 million) as at December 31, 2022 (2021: R$8,893 (US$1,594 million)).

 

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. The Company is discussing the aforementioned charges related to credits determined as at 2002. The chances of loss related to these lawsuits classified as possible total R$8,975
(US$1,720 million) as at December 31, 2022 (2021: R$5,667 (US$1,016 million)).

 

Tax proceedings - Tax on Services (“ISS”) - The Company is party to a number of administrative and judicial proceedings related to the collection of ISS in several Brazilian municipalities. The tax authorities’ main allegations for those proceedings are: (i) the tax basis used for computing the tax payable was incorrect; (ii) failure to pay ISS related to third parties asset management services; and (iii) the incidence of ISS over own goods port handling services (“self-service”). As at December 31, 2022, the total amount of the possible loss is R$3,268 (US$626 million) (2021: R$2,935 (US$526 million)).

 

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. The total amount classified as a possible loss is US$558 (R$2,910 million) as at December 31, 2022 (2021: R$2,923 (US$524 million)).

 

Tax proceedings - Fines arising from offsets not approved for settlement of federal debts - Vale is a party to several assessments by the Brazilian Federal Revenue Service (“RFB”) referring to the imposition of fines of 50% on the value of compensation not approved for the settlement of federal debts. The RFB understands that these offsets were made with undue credits. The Company contests the aforementioned fines and also the non-approval of compensation in other proceedings. If the Company is successful in the proceedings in which the non-approval of the compensation is being discussed, the expectation is that the corresponding collection of fines will be cancelled. The constitutionality of the fine collection is discussed by another company in a leading case before the STF, and a favorable decision in this case will be applicable to all taxpayers who dispute this thesis. As at December 31, 2022, the total amount of fines imposed was R$2,735 (US$524 million) (2021: R$1,604 (US$287 million)).

 

Civil proceedings - Environmental licensing of the Company's operations in the State of Pará, Brazil- The Company is a party to several civil proceedings, which are not individually material. Among these processes, the Company is engaged on public civil actions brought by associations representing the Kayapó and Xikrin indigenous communities, in the state of Pará, which seek to suspend the Company’s environmental licenses for Onça Puma (nickel), Salobo (copper) and S11D (iron ore). Those associations claim, among other things, that during the environmental licensing process, the Company did not perform appropriate studies on the impacts from those operations over the surrounding indigenous communities, which were ordinarily processed and approved by the competent licensing bodies.

 

In 2022, the Company entered into an indemnity agreement with the indigenous communities Xikrin do Cateté and Kayapó (note 2), for social and economic compensation. However, the Company is still defending itself against the environmental claims, which likelihood of loss is deemed as possible, however, it is not yet possible to estimate the amount of a potential loss due to the interruption of these operations or any potential agreement to mitigate and compensate.

 

Civil proceedings– Environmental licensing of the Company's operations in the States of Minas Gerais and Espírito Santo, Brazil - The Company is a party to a public civil action filed by associations representing the owners of areas near to the Mar Azul, Tamanduá and Capão Xavier mines. The associations are requesting the cancellation of Vale's mining and environmental licenses to operate those mines, mainly claiming that the mining activities are contaminating the water springs in the region. Those mining operations are currently suspended, and the Company is defending itself against the lawsuit, which it believes that the likelihood of loss is possible, however, it is not yet possible to estimate the amount of a potential loss due to the interruption of these operations or any potential agreement to mitigate and compensate.

 87

 

 

 

In addition, the Company is also a party to public civil actions filed by the Public Ministry of the State of Minas Gerais and by the municipality of Juceaba requesting the Company to stop disposing tailings at Maravilhas II and III dams (Vargem Grande complex), Forquilhas V (Fábrica complex) and Dam 7 (Viga mine). The Company believes that the likelihood of loss is possible, however, it is not yet possible to estimate the amount of a potential loss due to an interruption of these operations or any potential agreement to mitigate and compensate.

 

Labor litigations– Safety requirements at dams in the State of Pará, Brazil - In March 2022, the Labor Prosecutor's Office of the State of Pará filed two public civil actions requesting an indemnification payment of R$590 (US$113 million) and the adoption of several work safety measures related to the Mirim and Pera Jusante dams to restrict access only to the employees that are strictly necessary at the site. The Company believes that the likelihood of loss is possible.

 

Environmental litigations– Iron ore operations in Itabira - The Company is a party to several environmental proceedings, which are not individually material. Among these processes, the Company is a defendant in two separate actions brought by the municipality of Itabira, in the Brazilian state of Minas Gerais. In the first action, filed in August 1996, the municipality alleges that Vale iron ore operations have caused environmental and social harm, and claims damages with respect to the alleged environmental degradation, as well as the immediate restoration of the affected ecological complex and the performance of compensatory environmental programs in the region. In the second action, filed in September 1996, the municipality of Itabira claims the right to be reimbursed for expenses it has incurred in connection with public services rendered due to mining activities. The damages sought, as adjusted from the date of the claim, amount to approximately R$2,249 (US$431 million) (2021: R$1,925 (US$345 million)).

 

c) Judicial deposits

    Consolidated   Parent Company
    December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Tax litigations   4,928   5,341   4,835   5,227
Civil litigations   640   559   506   431
Labor litigations   701   783   683   760
Environmental litigations   69   125   68   125
Total   6,338   6,808   6,092   6,543

 

d) Guarantees contracted for legal proceedings

 

In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted R$12 billion (US$2.3 billion) in guarantees for its lawsuits, as an alternative to judicial deposits.

 

e) Contingent Assets

 

 

Arbitration related to Simandou - In 2010, the Company acquired a 51% interest in BSG Resources Limited G ("BSGR"), which held concession rights and permits for iron ore exploration in the Republic of Guinea. In 2014, the Republic of Guinea revoked these concessions based on evidence that BSGR had obtained them through bribery of Guinean government officials. The Republic of Guinea did not make any finding of any involvement or responsibility on the Company’s part. The arbitral tribunal in London ruled in the Company’s favor and ordered BSGR to pay to the Company the amount of approximately R$11,161 (US$2.1 billion) (with interest and costs). BSGR went into administration in March 2018, and the Company has commenced legal proceedings against BSGR before courts in London, England and in the United States District Court for the Southern District of New York to enforce the arbitral award against BSGR. The Company continues to pursue the enforcement of the award and collection of the amounts due by all legally available means, but since there can be no assurance as to the timing and amount of any collections, the asset was not recognized in its financial statements.

 

Accounting policy

A provision is recognized when it is considered probable that an outflow of resources will be required to settle the obligation and can be reliably estimated. The liability is accounted against an expense in the income statement. This obligation is updated based on the developments of the judicial process or interest accretion and can be reversed if the expectation of loss is not considered probable due to changes in circumstances or when the obligation is settled.

Contingent assets are disclosed when the related economic benefits are probable and are only recognized in the financial statements in the period in which their realization is virtually certain.

 88

 

 

 

 

Critical accounting estimates and judgments

Litigations are contingent by nature, that is, it will be resolved when one or more future event occurs or fails to occur. Typically, the occurrence or not of such events is outside of the Company’s control. Legal uncertainties involve the application of significant estimates and judgments by management regarding the potential outcomes of future events.

 

 

 

 

29.Employee benefits

a) Employee post retirement obligation

 

In Brazil, the management of the pension plans is the responsibility of Fundação Vale do Rio Doce de Seguridade Social (“Valia”) a nonprofit entity with administrative and financial autonomy. The Brazilian plans are as follows:

 

Benefit plan Vale Mais (“Vale Mais”) and benefit plan Valiaprev (“Valiaprev”) - The Company's employees participating in Valia are associated, for the most part, with the Vale Mais plan, which has a defined benefit component (settled benefit from the former Defined Benefits Plan and specific benefit to cover death, disability retirement and sickness benefit) and defined contribution component (for programmable benefits). The Valiaprev plan is similar to the Vale Mais plan, with the exception of not having the benefit settled and the sickness benefit. Both Vale Mais and Valiaprev plans were overfunded as at December 31, 2022 and 2021.

 

Defined benefit plan (“Plano BD”) - The Plano BD is closed to new entrants since 2000, when the Vale Mais plan was implemented. It is a plan that has defined benefit characteristics, covering almost exclusively retirees and their beneficiaries. It was overfunded as at December 31, 2022 and 2021 and the contributions made by the Company are not material.

 

Abono complementação” benefit plan - The Company sponsors a specific group of former employees entitled to receive additional benefits from Valia regular payments. The contributions made by the Company finished in 2014. The “abono complementação” benefit was overfunded as at December 31, 2022 and 2021.

 

Other benefits - The Company sponsors medical plans for employees that meet specific criteria and for employees who use the “abono complementação” benefit. Although those benefits are not specific retirement plans, actuarial calculations are used to calculate future commitments. As those benefits are related to health care plans they have nature of underfunded benefits, and are presented as underfunded plans as at December 31, 2022 and 2021.

 

The foreign plans are managed in accordance with their region. They are divided between plans in Canada, US A, UK and Indonesia. Pension plans in Canada are composed of a defined benefit and defined contribution component. Currently the defined benefit plans do not allow new entrants. The foreign defined benefit plans are underfunded as at December 31, 2022 and 2021.

 

Employers’ disclosure about pensions and other post-retirement benefits on the status of the defined benefit elements of all plans is provided as follows.

 89

 

 

 

 

i. Evolution of present value obligation

 

    Consolidated   Parent Company
    Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Benefit obligation as at December 31, 2020   16,138   24,073   9,007   16,138   1,650   2,417
Service costs   52   364   6   38   -   153
Interest costs   1,056   658   179   1,032   103   -
Benefits paid   (1,269)   (1,387)   (303)   (1,211)   (163)   (98)
Participant contributions   -   (167)   -   -   1   -
Effect of changes in the actuarial assumptions   (1,778)   (1,349)   (1,408)   (1,647)   (271)   (790)
Translation adjustment   18   1,627   486   -   -   -
Transfer   1,591   (1,591)   -   -   -   -
Benefit obligation as at December 31, 2021   15,808   22,228   7,967   14,350   1,320   1,682
Service costs   230   207   68   27   -   -
Interest costs   1,680   202   310   1,197   129   145
Benefits paid   (2,756)   (301)   (296)   (1,736)   (166)   (100)
Participant contributions   -   (157)   -   -   2   -
Effect of changes in the actuarial assumptions   (4,010)   (557)   (1,757)   (98)   1   (53)
Translation adjustment   (922)   (1,656)   (671)   -   -   -
Other   -   -   (99)   -   -   -
Transfer   16,798   (16,798)   -   -   -   -
Benefit obligation as at December 31, 2022   26,828   3,168   5,522   13,740   1,286   1,674

 

ii. Evolution of assets fair value

 

    Consolidated   Parent Company
    Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Fair value of plan assets as at December 31, 2020   20,626   20,744   -   20,626   566   -
Interest income   1,368   548   -   1,347   34   -
Employer contributions   158   214   303   86   15   98
Participant contributions   -   1   -   -   1   -
Benefits paid   (1,269)   (1,387)   (303)   (1,211)   (163)   (98)
Return on plan assets (excluding interest income)   (1,450)   999   -   (1,606)   63   -
Translation adjustment   (8)   1,485   -   -   -   -
Transfer   1,518   (1,518)   -   -   -   -
Fair value of plan assets as at December 31, 2021   20,943   21,086   -   19,242   516   -
Interest income   2,133   92   -   1,626   47   -
Employer contributions   231   75   296   77   18   100
Participant contributions   -   2   -   -   2   -
Benefits paid   (2,756)   (301)   (296)   (1,736)   (166)   (100)
Return on plan assets (excluding interest income)   (3,855)   (157)   -   (647)   113   -
Translation adjustment   (1,042)   (1,598)   -   -   -   -
Transfer   17,425   (17,425)   -   -   -   -
Fair value of plan assets as at December 31, 2022   33,079   1,774   -   18,562   530   -

 

 

iii. Reconciliation of assets and liabilities recognized in the statement of financial position

 

    Consolidated
    Plans in Brazil
    December 31, 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 year   4,892   -   -   4,488   -   -
Interest income   426   -   -   313   -   -
Changes on asset ceiling   (496)   -   -   91   -   -
Balance at end of the year   4,822   -   -   4,892   -   -
                         
Amount recognized in the statement of financial position                        
Present value of actuarial liabilities   (13,740)   (1,286)   (1,674)   (14,350)   (1,320)   (1,681)
Fair value of assets   18,562   530   -   19,242   516   -
Effect of the asset ceiling   (4,822)   -   -   (4,892)   -   -
Liabilities   -   (756)   (1,674)   -   (804)   (1,681)

 90

 

 

 

 

                         
Current liabilities   -   (17)   (82)   -   (226)   (23)
Non-current liabilities   -   (739)   (1,592)   -   (578)   (1,658)
Liabilities   -   (756)   (1,674)   -   (804)   (1,681)
    Consolidated
    Foreign plan
    December 31, 2022   December 31, 2021
    Overfunded pension plans (i)   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Movements of assets ceiling                        
Balance at beginning of the year   243   -   -   -   -   -
Interest income   4   -   -   -   -   -
Changes on asset ceiling and onerous liability   830   -   -   235   -   -
Translation adjustment   (83)   -   -   8   -   -
Balance at end of the year   994   -   -   243   -   -
                         
Amount recognized in the statement of financial position                        
Present value of actuarial liabilities   (13,088)   (1,882)   (3,848)   (1,458)   (20,908)   (6,285)
Fair value of assets   14,517   1,244   -   1,701   20,569   -
Effect of the asset ceiling   (994)   -   -   (243)   -   -
Assets (liabilities)   435   (638)   (3,848)   -   (339)   (6,285)
                         
Current liabilities   -   (35)   (210)   -   (41)   (263)
Non-current assets (liabilities)   435   (603)   (3,638)   -   (298)   (6,022)
Assets (liabilities)   435   (638)   (3,848)   -   (339)   (6,285)

 

    Consolidated
    Total
    December 31, 2022   December 31, 2021
    Overfunded pension plans (i)   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Balance at beginning of the year   5,135   -   -   4,488   -   -
Interest income   430   -   -   313   -   -
Changes on asset ceiling   334   -   -   326   -   -
Translation adjustment   (83)   -   -   8   -   -
Balance at end of the year   5,816   -   -   5,135   -   -
                         
Amount recognized in the statement of financial position                        
Present value of actuarial liabilities   (26,828)   (3,168)   (5,522)   (15,808)   (22,228)   (7,967)
Fair value of assets   33,079   1,774   -   20,943   21,086   -
Effect of the asset ceiling   (5,816)   -   -   (5,135)   -   -
Assets (liabilities)   435   (1,394)   (5,522)   -   (1,142)   (7,967)
                         
Current liabilities   -   (52)   (292)   -   (266)   (287)
Non-current assets (liabilities)   435   (1,342)   (5,230)   -   (876)   (7,680)
Assets (liabilities)   435   (1,394)   (5,522)   -   (1,142)   (7,967)

 

(i) The pension plan asset is recorded as “Other non-current assets” in the balance sheet.

 

    Parent Company
    Plans in Brazil
    December 31, 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 year   4,892   -   -   4,488   -   -
Interest income   426   -   -   313   -   -
Changes on asset ceiling   (496)   -   -   91   -   -
Balance at end of the year   4,822   -   -   4,892   -   -
                         
Amount recognized in the statement of financial position                        
Present value of actuarial liabilities   (13,740)   (1,286)   (1,674)   (14,350)   (1,320)   (1,681)

 91

 

 

 

 

Fair value of assets   18,562   530       19,242   516   -
Effect of the asset ceiling   (4,822)   -       (4,892)   -   -
Liabilities   -   (756)   (1,674)   -   (804)   (1,681)
                         
Current liabilities   -   (17)   (82)   -   (226)   (23)
Non-current liabilities   -   (739)   (1,592)   -   (578)   (1,658)
Liabilities   -   (756)   (1,674)   -   (804)   (1,681)

 

iv. Costs recognized in the income statement

 

    Consolidated
    Year ended December 31,
    2022   2021   2020
    Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Service cost   230   207   68   52   364   6   37   268   89
Interest expense   1,680   202   310   1,056   658   179   1,123   681   328
Interest income   (2,133)   (92)   -   (1,368)   (548)   -   (1,503)   (545)   -
Interest expense on effect of (asset ceiling)/ onerous liability   430   -   -   313   -   -   376   -   -
Total of cost, net   207   317   378   53   474   185   33   404   417

 

    Parent Company
    Year ended December 31,
    2022   2021
    Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Service cost   27   -   -   38   -   -
Interest expense   1,197   129   145   1,032   103   153
Interest income   (1,626)   (47)   -   (1,347)   (34)   -
Interest expense on effect of (asset ceiling)/ onerous liability   426   -   -   313   -   -
Total of cost, net   24   82   145   36   69   153
                         

 

v. Costs recognized in the statement of comprehensive income

 

 
    Consolidated
    Year ended December 31,
    2022   2021   2020
    Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Balance at beginning of the year   (525)   (514)   (962)   (525)   (2,078)   (1,870)   (695)   (1,852)   (960)
Effect of changes actuarial assumptions   4,010   557   1,757   1,778   1,349   1,420   (622)   (1,579)   (1,321)
Return on plan assets (excluding interest income)   (3,855)   (157)   -   (1,450)   999   -   (248)   1,794   -
Change of asset ceiling   (334)   -   -   (330)   -   -   1,120   -   -
Other   (12)   -   8   (27)   17   24   -   45   74
    (191)   400   1,765   (29)   2,365   1,444   250   260   (1,247)
Deferred income tax   59   (133)   (520)   27   (713)   (463)   (85)   (76)   462
Others comprehensive income   (132)   267   1,245   (2)   1,652   981   165   184   (785)
Translation adjustments   4   14   43   2   (88)   (73)   -   (402)   (125)
Transfers/ disposal/ others   -   -   -   -   -   -   5   (8)   -
Accumulated other comprehensive income   (653)   (233)   326   (525)   (514)   (962)   (525)   (2,078)   (1,870)

 

 

    Parent Company
    Year ended December 31,
    2022   2021
    Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Balance at beginning of the year   (558)   (359)   (562)   (525)   (579)   (1,111)
Effect of changes actuarial assumptions   98   (1)   53   1,647   271   789
Return on plan assets (excluding interest income)   (647)   113   -   (1,606)   63   -
Change of asset ceiling   496   -   -   (91)   -   -
Other   -   (1)   46   -   -   42
    (53)   111   99   (50)   334   831
Deferred income tax   18   (37)   (33)   17   (114)   (282)
Others comprehensive income   (35)   74   66   (33)   220   549
Accumulated other comprehensive income   (593)   (285)   (496)   (558)   (359)   (562)

 

 92

 

 

 

 

vi. Risks related to plans

 

The Administrators of the plans have committed to strategic planning to strengthen internal controls and risk management. This commitment is achieved by conducting audits and assessments of internal controls, which aim to mitigate operational market and credit risks. Risks are presented as follow:

 

Legal - Lawsuits: issuance of periodic reports to the audit and Board of Directors, including the lawyers' analysis of the chances of success (remote, probable or possible), focusing on the administrative decision on provisions. Promote and monitor adaptations to new legal obligations and monitor compliance with established legal obligations. Due diligence of third parties from the perspective of the Integrity Program.

 

Actuarial - The annual actuarial evaluation of the benefit plans comprises the assessment of taxes, income and adequacy of the costing plans. Technical study of compliance with the assumptions adopted in the actuarial evaluation of benefit plans prepared by an external actuary, in accordance with current legislation. Monitoring of biometric, demographic and economic-financial assumptions.

 

Market – Technical allocation studies are carried out with the objective of evaluating investment portfolios of the different obligations of the plans and projecting the future result of these portfolios. Asset Liability Management studies are carried out for defined benefit type obligations (Asset Liability Management study), while for defined contribution type obligations there are efficient frontier studies (investment profiles) and glidepath (life cycles). Periodic monitoring of the plans' short-term market risk based on risk indicators (VaR - Value at Risk, Benchmark VaR, Maximum Drawdown, Stress Tests, among others).

 

Credit - Risk classification of securities from corporate and bank issuers based on quantitative and qualitative assessments of the credit risk of the issuer, the asset and its guarantees, from acquisition to maturity. This internal rating sensitizes provisions for credit risk losses, as well as verified defaults, in accordance with current legislation. Provisions for loan losses with participants are realized based on default verified in payments.

 

Liquidity - Technical study of the liquidity of plans with defined benefit obligations, focusing on the long term, whose objective is to verify the sufficiency of the assets in fulfilling the plan's obligations. Monitoring of short-term liquidity with a focus on cash available to meet plan obligations for the coming years. The defined contribution bond portfolios (investment profiles and life cycles) have assets available for sale at any time in normal market situations.

 

 

vii. Actuarial and economic assumptions and sensitivity analysis

 

All calculations involve future actuarial projections about some parameters, such as: salaries, interest, inflation, mortality and disability.

 

The economic and actuarial assumptions adopted have been formulated considering the long-term period for maturity and should therefore be analyzed accordingly. In the short term they may not be realized.

 

The following assumptions were adopted in the assessment:

 

    Brazil
    December 31, 2022   December 31, 2021
    Overfunded pension plans   Underfunded pension plans   Other benefits   Overfunded pension plans   Underfunded pension plans   Other benefits
Discount rate to determine benefit obligation   9.77% - 9.88%   10.66%   9.81% - 9.90%   8.62% - 8.82%   10.25%   8.68% - 8.86%
Nominal average rate to determine expense/ income   9.77% - 9.88%   10.66%   N/A   8.62% - 8.82%   10.25%   N/A
Nominal average rate of salary increase    3.50% - 5.36%   6.86%   N/A   3.25% - 5.32%   7.50%   N/A
Nominal average rate of benefit increase   3.50% -  4.02%   6.86%   N/A   3.25%   7.50%   N/A
Immediate health care cost trend rate   N/A   N/A   6.35%   N/A   N/A   6.35%
Ultimate health care cost trend rate   N/A   N/A   6.35%   N/A   N/A   6.35%
Nominal average rate of price inflation   3.50%   4.25%   3.50%   3.25%   5.00%   3.25%

 

 93

 

 

 

 

 

    Foreign
    December 31, 2022   December 31, 2021
    Overfunded pension plans   Underfunded pension plans   Other benefits   Underfunded pension plans   Other benefits
Discount rate to determine benefit obligation   5.10%   5.10%   5.14%   2.84%   3.03%
Nominal average rate to determine expense/ income   2.84%   2.84%   3.03%   2.62%   2.62%
Nominal average rate of salary increase   3.23%   3.23%   N/A   3.28%   N/A
Nominal average rate of benefit increase   3.00%   3.00%   N/A   3.00%   N/A
Immediate health care cost trend rate   N/A   N/A   5.11%   N/A   5.11%
Ultimate health care cost trend rate   N/A   N/A   4.57%   N/A   4.57%
Nominal average rate of price inflation   2.06%   2.06%   N/A   2.10%   N/A

 

For the sensitivity analysis, the Company applies the effect of 1.0% in nominal discount rate to the present value of the Company´s actuarial liability. The effects of this analysis on the Company´s actuarial liability and assumptions adopted are as follows:

 

    Brazil
    December 31, 2022
    Overfunded pension plans   Underfunded pension plans   Other benefits
Nominal discount rate - 1% increase            
Actuarial liability adjusted for sensitivity test   12,787   1,236   2,156
Assumptions made   10.83%   11.66%   10.86%
             
Nominal discount rate - 1% reduction            
Actuarial liability adjusted for sensitivity test   14,842   1,339   1,671
Assumptions made   8.83%   9.66%   8.86%

 

    Foreign
    December 31, 2022
    Overfunded pension plans   Underfunded pension plans   Other benefits
Nominal discount rate - 1% increase            
Actuarial liability adjusted for sensitivity test   11,706   1,679   3,387
Assumptions made   6.11%   6.11%   6.14%
             
Nominal discount rate - 1% reduction            
Actuarial liability adjusted for sensitivity test   14,606   2,103   4,339
Assumptions made   4.11%   4.11%   4.14%

 

viii. Assets of pension plans

 

Brazilian plan assets as at December 31, 2022 and 2021 includes respectively (i) investments in a portfolio of Vale’s share and other instruments in the amount of R$245 (US$47 million) and R$281 (US$50 million), which are presented as “Investments funds – Equity” and (ii) Brazilian Federal Government securities in the amount of R$21,986 (US$4,214 million) and R$20,550 (US$3,682 million), which are presented as “Debt securities governments” and “Investments funds – Fixed” Foreign plan assets as at December 31, 2022 and 2021 includes Canadian Government securities in the amount of R$2,368 (US$454 million) and R$3,806 (US$682 million), respectively.

 94

 

 

 

 

ix. Overfunded pension plans

 

Assets by category are as follows:

 

    Consolitaded
    December 31, 2022   December 31, 2021
    Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total
Cash and cash equivalents   -   288   -   288   -   5   -   5
Equity securities   5,820   -   -   5,820   -   -   -   -
Debt securities - Corporate   3   1,913   -   1,916   7   412   -   419
Debt securities - Government   17,501   2,270   -   19,771   11,394   -   -   11,394
Investments funds - Fixed Income   5,426   694   -   6,120   10,660   978   -   11,638
Investments funds - Equity   2,372   7   -   2,379   2,524   -   -   2,524
International investments   120   1,203   -   1,323   510   -   -   510
Structured investments - Private Equity funds   -   983   1,255   2,238   -   718   573   1,291
Structured investments - Real estate funds   -   -   14   14   -   -   24   24
Real estate   -   -   1,527   1,527   -   -   1,187   1,187
Loans to participants   -   -   665   665   -   -   597   597
Total   31,242   7,358   3,461   42,061   25,095   2,113   2,381   29,589
Funds not related to risk plans (i)               (8,982)               (8,646)
Fair value of plan assets at end of year               33,079               20,943

 

(i) Financial investments not related to coverage of overfunded pension plans. Funds are related to the Company´s unconsolidated entities and former employees.

 

Measurement of overfunded plan assets at fair value with no observable market variables (level 3) are as follows:

 

 

    December 31, 2022
    Private equity funds   Real estate funds   Real estate   Loans to participants   Total
Balance as at December 31, 2020   653   28   1,325   545   2,551
Return on plan assets   56   (5)   (80)   87   58
Assets purchases   1   2   19   360   382
Assets sold during the year   (137)   (1)   (77)   (395)   (610)
Balance as at December 31, 2021   573   24   1,187   597   2,381
Return on plan assets   (24)   (10)   76   132   174
Assets purchases   54   -   127   1,442   1,623
Assets sold during the year   (188)   -   (115)   (1,506)   (1,809)
Translation adjustment   (7)   -   (1)   -   (8)
Transfer   847   -   253   -   1,100
Balance as at December 31, 2022   1,255   14   1,527   665   3,461

 

 

x.Underfunded pension plans

 

Assets by category are as follows:

 

    Consolidated
    December 31, 2022   December 31, 2021
    Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total
Cash and cash equivalents   -   12   -   12   29   391   -   420
Equity securities   287   -   -   287   9,532   17   -   9,549
Debt securities - Corporate   -   127   -   127   -   3,106   -   3,106
Debt securities - Government   237   100   -   337   744   3,811   -   4,555
Investments funds - Fixed Income   213   -   -   213   211   -   -   211
Investments funds - Equity   34   29   2   65   16   964   298   1,278
Structured investments - Private Equity funds   -   -   42   42   -   -   1,010   1,010
Real estate   -   -   32   32   -   -   19   19
Loans to participants   -   -   8   8   -   -   7   7
Other   -   -   651   651   -   -   931   931
Total   771   268   735   1,774   10,532   8,289   2,265   21,086

 

 95

 

 

 

 

Measurement of underfunded plan assets at fair value with no observable market variables (level 3) are as follows:

 

 

    Consolidated
    Private equity funds   Equity pool   Real estate   Loans to participants   Other   Total
Balance as at December 31, 2020   1,299   -   28   12   936   2,274
Return on plan assets   58   76   -   -   (76)   58
Assets purchases   151   210   -   -   -   361
Assets sold during the year   (588)   -   (4)   (3)   -   (595)
Translation adjustment   90   12   (5)   (2)   71   166
Balance as at December 31, 2021   1,010   298   19   7   931   2,265
Return on plan assets   5   -   -   1   (171)   (165)
Assets purchases   -   -   5   -       5
Assets sold during the year   (11)   -   (3)   -       (14)
Translation adjustment   (115)   (22)   (10)   -   (109)   (256)
Transfer between surplus and deficit plans   (847)   (274)   21   -   -   (1,100)
Balance as at December 31, 2022   42   2   32   8   651   735

 

xi. Disbursement of future cash flow

 

Vale expects to disburse R$318 (US$61 million) in 2023 in relation to pension plans and other benefits.

 

xii. Expected benefit payments

 

The expected benefit payments, which reflect future services, are as follows:

 

    December 31, 2022
    Overfunded pension plans   Underfunded pension plans   Other benefits
2023   1,294   160   117
2024   1,315   158   123
2025   1,334   155   126
2026   1,350   153   133
2027   1,364   151   139
2028 and thereafter   6,921   721   798

 

b)        Profit sharing program (“PLR”)

 

The Company recorded as cost of goods sold and services rendered and other operating expenses related to the profit sharing program R$2,578 (US$499 million), R$ 2,555 (US$474 million) and R$2,167 (US$416 million) for the years ended on December 31, 2022, 2021 and 2020, respectively.

c) Long-term incentive programs

For the long-term awarding of eligible executives, the Company compensation plans includes Matching program and Performance Share Unit program (“PSU”), with three-year-vesting cycles, respectively, with the aim of encouraging employee’s retention and encouraging their performance. The fair value of the programs is recognized on a straight-line basis over the three-year required service period, net of estimated losses.

Matching Program

 

For the Matching program, the participants can acquire Vale’s common shares in the market without any benefits being provided by Vale. If the shares acquired are held for a period of three years and the participants keep an employment relationship with Vale, the participant is entitled to receive from Vale an award in shares, equivalent to the number of shares originally acquired by the executive. It should be noted that, although a specific custodian of the shares is defined by Vale, the share initially purchased by the executives have no restriction and can be sold at any time. However, if it’s done before the end of the three-year-vesting period, they would lose its right of receiving the related award to be paid by Vale.

 

Performance Shares Units (“PSU”)

 96

 

 

 

 

Under the PSU, eligible executives can earn, during a three-year vesting cycle, an award equivalent to the market value of a certain number of common shares and conditioned to Vale's performance factor measured based on Total Shareholder Return ("TSR") and Environmental, Social and Governance ("ESG") metrics. It is comprised of 75% of TSR metrics and 25% of ESG indicators and health and safety.

 

d) New accounting policy adopted in 2021

 

IFRS 2 defines that the accounting for share-based payments depends on the form of settlement of the plans, which can be “cash-settled” or “equity-settled”. When a plan is settled in cash, the payment obligation to the employee is recognized as a liability, which is updated to fair value recognized in the income statement at each reporting date and on the settlement date of the obligation. When the plan is settled with equity instruments, the fair value of the plan is calculated only on the grant date of the benefit and the fair value of the plan is recognized in the income statement for the year on a straight-line basis to equity over the period of service required.

 

Until December 2020, the long-term incentive programs for the Company's executives, were recorded as liabilities based on the practice adopted by the Company to settle its obligation related to these programs with cash payment instead of Vale’s shares for its executives.

 

On April 30, 2021, the modification of the Regulation of the Performance Share Unit program(“PSU”) was approved at the Ordinary and Extraordinary Annual General Meeting (“date of modification”), enabling the use of treasury shares of the Company to settle the obligation. Thus, the plans started to be treated as “equity-settled” and their fair value was remeasured on the modification date.

 

Remeasurement of the fair value of plans

 

The fair value of the Matching program was estimated using the Company's share price and ADR on the modification date, in the amount of R$109.02 and US$20.12 per share, respectively. The number of shares granted on the grant date for the 2019, 2020 and 2021 cycles were 1,222,721, 2,154,534 and 1,046,255, respectively.

 

For the PSU, the program was remeasured by estimating the performance factor using Monte Carlo simulations for the Return to Shareholders Indicator and health and safety and sustainability indicators. The assumptions used for the Monte Carlo simulations are shown in the table below, as well as the result used to calculate the expected value of the total performance factor.

    December 31, 2021
Granted shares   1,474,723
Date shares were granted   04/30/2021
VALE (BRL)   109.02
VALE ON (USD)   20.12
Expected volatility   39.00% p.y.
Expected term (in years)   3
Expected shareholder return indicator   51.20%
Expected performance factor   60.96%

 

e) Measurement of the fair value of the 2022 plans

On March 30, 2022, a new cycle of the Matching program started and the Company estimates a fair value based on the prices of Company’s shares and ADRs on the share grant date of US$20.03 and R$95.87 per share. In relation to the 2022 cycle, the Company will grant 1,437,588 shares (2021: 1,046,255 shares).

 

During 2022, a new cycle of the PSU program has started as well and the Company will grant 1,709,955 shares (2021: 1,474,723 shares). The assumptions used for the Monte Carlo simulations are shown in the table below, as well as the result used to calculate the expected value of the total performance factor.

    December 31, 2022
Granted shares   1,709,955
Date shares were granted   01/03/2022
VALE (BRL)   78.00
VALE ON (USD)   13.81
Expected volatility   39.00%p.y.
Expected term (in years)   3
Expected shareholder return indicator   51.20%
Expected performance factor   53.08%

 

 97

 

 

 

 

Accounting policy

Employee benefits

 

i. Current benefits – wages, vacations and related taxes

 

Payments of benefits such as wages or accrued vacation, as well the related social security taxes over those benefits are recognized monthly in income, on an accrual basis.

ii. Current benefits – profit sharing program

The Company has the Annual Incentive Program (AIP) based on Team and business unit’s contribution and Company-wide performance through operational cash generation. The Company makes an accrual based on evaluation periodic of goals achieved and Company result, using the accrual basis and recognition of present obligation arising from past events in the estimated outflow of resources in the future. The accrual is recorded as cost of goods sold and services rendered or operating expenses in accordance with the activity of each employee.

iii. Non-current benefits – long-term incentive programs

The Company has established a procedure for awarding certain eligible executives (Matching and Performance Share unit (“PSU”) Programs) with the goal of encouraging employee retention and optimum performance. Share-based long-term compensation programs are equity-settled, under which the Company receives employee services as consideration for equity instruments. The fair value of employee services received in exchange for the grant of options is recognized as an expense. The total amount of expenses is recognized during the period in which the right is acquired; period during which the specific vesting conditions are met.

iv. Non-current benefits – pension costs and other post retirement benefits

The Company has several retirement plans for its employees.

For defined contribution plans, the Company's obligations are limited to a monthly contribution linked to a pre-defined percentage of the remuneration of employees enrolled into these plans.

For defined benefit plans, actuarial calculations are periodically obtained for liabilities determined in accordance with the Projected Unit Credit Method in order to estimate the Company’s obligation. The liability recognized in the statement of financial position represents the present value of the defined benefit obligation as at that date, less the fair value of plan assets. The Company recognized in the income statement the costs of services, the interest expense of the obligations and the interest income of the plan assets. The remeasurement of gains and losses, return on plan assets (excluding the amount of interest on return of assets, which is recognized in income for the year) and changes in the effect of the ceiling of the active and onerous liabilities are recognized in comprehensive income for the year.

For overfunded plans, the Company recognizes the net defined benefit assets limited to the present value of the economic benefits available as refunds or reductions in future contributions, considering minimum funding requirements applicable. For underfunded plans, the Company recognizes net defined benefit liabilities. The gain or loss on recognition/remeasurement of these net assets/liabilities are recognized in income statement or in comprehensive income, when arising from the actuarial valuation.

Critical accounting estimates and judgments

 

Post retirement benefits for employees - The amounts recognized depend on several factors that are determined based on actuarial calculations using various assumptions in order to determine costs and liabilities. One of these assumptions is selection and use of the discount rate. Any changes to these assumptions will affect the amount recognized.

 

At the end of each year the Company and external actuaries review the assumptions that will be used for the following year. These assumptions are used in determining the fair values of assets and liabilities, costs and expenses and the future values of estimated cash outflows, which are recorded in the plan obligations.

 

 98

 

 

 

 

30.Equity

 

 

a)       Share capital

 

As at December 31, 2022, the share capital was US$61,614 corresponding to 4,778,889,263 shares issued and fully paid without par value. The Board of Directors may, regardless of changes to by-laws, approve the issue and cancellation of common shares, including the capitalization of profits and reserves to the extent authorized.

 

 

    December 31, 2022
Shareholders   Common shares   Golden shares   Total
Shareholders with more than 5% of total capital   1,616,023,334   -   1,616,023,334
The Capital Group Companies, Inc   648,304,234   -   648,304,234
Previ   409,087,156   -   409,087,156
Mitsui&co   286,347,055   -   286,347,055
Blackrock, Inc   272,284,889   -   272,284,889
Free floating   2,867,055,366   -   2,867,055,366
Golden shares   -   12   12
Total outstanding (without shares in treasury)   4,483,078,700   12   4,483,078,712
Shares in treasury   295,810,551   -   295,810,551
Total capital   4,778,889,251   12   4,778,889,263

 

The information presented above is based on communications sent by shareholders pursuant to Instruction 358 issued by the Brazilian Securities Exchange Commission (“CVM”).

 

b) Cancellation of treasury shares

 

During 2022 and 2021, the Board of Directors approved cancellations of common shares issued by the Company, acquired and held in treasury, without reducing the amount of its share capital, as shown below. The effects were transferred in shareholders' equity as "Treasury shares used and cancelled", between the "Revenue reserve" and "Treasury shares".

 

 

    Number of canceled shares   Carrying amount
Cancellation approved on February 24, 2022   133,418,347   14,589
Cancellation approved on July 28, 2022   220,150,800   19,466
Year ended December 31, 2022   353,569,147   34,055
         
Cancellation approved on September 16, 2021   152,016,372   6,347
Year ended December 31, 2021   152,016,372   6,347

 

c)Shares buyback program and treasury shares

 

During 2022 and 2021, the Board of Directors approved shares buyback programs for Vale’s shares, as described below.

 

  Total of shares repurchased   Effect on cash flows
  2022   2021   2022   2021
Shares buyback program for 470,000,000 shares (i)              
Acquired by Parent 81,855,600   139,018,347   7.467   15.574
Acquired by wholly owned subsidiaries 96,959,900   152,166,153   8.758   13.547
  178,815,500   291,184,500   16.225   29.121
               
Shares buyback program for 500,000,000 shares (ii)              
Acquired by Parent 87,779,900   -   7.114   -
Acquired by wholly owned subsidiaries 90,847,177   -   7.301   -
  178,627,077   -   14.415   -
Shares buyback program 357,442,577   291,184,500   30.640   29.121

 

(i) On April 1, 2021, the Board of Directors approved the common shares buyback program, limited to a maximum of 270,000,000 common shares or their respective ADRs. Continuing the previous program, the Board of Directors approved a new shares buyback program on October 28, 2021, with a limit of up to 200,000,000 common shares or their respective ADRs. Both programs were concluded in 2022.

(ii) On April 27, 2022, the Board of Directors approved the common shares buyback program, limited to a maximum of 500,000,000 common shares or their respective ADRs.

 

In February 2023 (subsequent event), the Company approved the transfer of 85 million shares from its wholly-owned subsidiaries to the Parent Company.

 99

 

 

 

 

 

d) Profit distribution

 

    2022   2021
Net income attributable to Vale's shareholders   95,924   121,228
Appropriation to legal reserve   (1,387)   (6,061)
Appropriation to tax incentive reserve   (5,818)   (13,779)
Net income after appropriations to legal reserve and tax incentive reserve   88,719   101,388
Reclassification of the fair value adjustment reserve (note 16l)   -   2,911
         
Minimum mandatory remuneration   23,428   25,346
         
Additional remuneration        
  from statutory reserve   -   7,411
  from the net income for the year   2,265   36,338
    2,265   43,749
         
Total remuneration to shareholders   25,693   69,095
Appropriation to statutory reserve   44,359   42,616
Appropriation to retained earnings reserve   18,667   -

 

 

Remuneration approved

 

The Company's By-laws determines as its minimum mandatory remuneration to Vale shareholders an amount equal to 25% of the net income, after appropriations to legal and tax incentive reserves. The remuneration approved as interest on capital (“JCP”) is gross up with the income tax applicable to Vale’s shareholders. The remuneration to Vale’s shareholders was based on the following resolutions:

 

·On February 16, 2023 (subsequent event), the Board of Directors approved the shareholder’s remuneration of R$8,130 (US$1,569 million), of which R$5,865 (US$1,132 million) is part of the minimum mandatory remuneration, recorded as a liability for the year ended December 31, 2022, and R$2,265 (US$437 million) as an additional remuneration, recorded in equity as “Additional remuneration reserve”. The payment will be held in March 2023.

 

·On December 1, 2022, the Board of Directors approved interest on capital to shareholders in the amount of R$1.319 (US$254 million), as an anticipation of the income for the year ended December 31, 2022, which is part of the minimum mandatory remuneration, recorded as a liability for the year ended December 31, 2022. The payment will be held in March 2023.

 

·On July 28, 2022, the Board of Directors approved the remuneration to shareholders in the amount of R$16,243 (US$3,000 million), which is part of the minimum mandatory remuneration, recorded as a liability for the year ended December 31, 2022. It was fully paid in September 2022.

 

·On February 24, 2022, the Board of Directors approved the remuneration to shareholders in the amount of R$17.849 (US$3,500 million) as an additional remuneration for the year ended December 31, 2021, recorded in equity as “Additional remuneration reserve”. It was fully paid in March 2022.

 

·In 2021, the Company approved and paid dividends and interest on capital to shareholders in the amount of R$51,246 (US$9,844 million), as follows: (i) R$11,046 (US$2,200 million), as approved by the Board of Directors on June 17, 2021; and (ii) R$40,200 (US$7,644 million), approved by the Board of Directors on September 16, 2021. Of the total amount paid, R$25.346 (US$4,542 million) was the minimum mandatory remuneration for the year ended December 31, 2021, R$7,411 (US$1,476 million) was paid out the Company’s profits reserve and the remaining amount was paid as an anticipation of the income for the year ended December 31, 2021.

 

·       On February 25, 2021, the Board of Directors approved the shareholder’s remuneration in the amount of R$21,866 (US$3,972 million). Of the total amount, R$6,342 (US$1,152 million) represented the minimum mandatory remuneration for 2020. The remaining amount of R$15,524 (US$2,820 million) was approved as additional remuneration and was recorded in the equity as “Additional remuneration reserve. This amount was paid in full in March 2021.

 100

 

 

 

 

e) Profit reserves

 

 

    Legal reserve Tax incentive reserve Statutory reserve   Retained earnings reserve   Additional remuneration reserve   Total of profit reserves
Balance as at December 31, 2020   8,011 3,427 9,636   -   15,524   36,598
Allocation of income   6,061 13,779 42,616   -   17,849   80,305
Deliberated dividends and interest on capital of Vale's shareholders   - - (7,411)   -   (15,524)   (22,935)
Treasury shares cancellation   - - (6,347)   -   -   (6,347)
Balance as at December 31, 2021   14,072 17,206 38,494   -   17,849   87,621
Allocation of income   1,387 5,818 44,359   18,667   2,265   72,496
Deliberated dividends and interest on capital of Vale's shareholders   - - -   -   (17,849)   (17,849)
Treasury shares cancellation   - - (34,055)   -   -   (34,055)
Transfers of reserves   - 16 (16)   -   -   -
Balance as at December 31, 2022   15,459 23,040 48,782   18,667   2,265   108,213
                     

Legal reserve - Is a legal requirement for Brazilian public companies to retain 5% of the annual net income up to 20% of the capital. The reserve can only be used to compensate losses or to increase capital.

 

Tax incentive reserve - Results from the option to designate a portion of the income tax for investments in projects approved by the Brazilian Government as well as tax incentives.

 

Statutory reserve - Aims to ensure the maintenance and development of the main activities that comprise the Company’s operations and to retain budgeted capital for investments. Based on the Company’s by-laws, this reserve is capped to 50% of the annual distributable net income, up to the amount of the share capital.

 

Retained earnings reserve – It is intended to be used in investments for capital expenditures as allowed by the Brazilian Corporate Law.

 

Additional remuneration reserve - Results from the remuneration proposed by Management that exceeds the mandatory minimum remuneration of 25% of the adjusted net income.

 

Accounting policy

Share capital and treasury shares - The Company holds shares in treasury for a future sale, cancellation or for the payment of the executives' long-term compensation programs. These shares are recognized in a specific account as a reduction of equity to the acquisition value and maintained at the cost of the transaction. Incremental costs directly attributable to the issue of new shares or options are recognized in equity as a deduction from the amount raised, net of taxes.

 

Shareholder’s remuneration - The shareholder’s remuneration is paid on dividends and interest on capital. This remuneration is recognized as a liability in the financial statements of the Company based on bylaws. Any amount above the minimum mandatory remuneration approved by the by-laws shall only be recognized in current liabilities on the date that is approved by shareholders.

 

The Company is permitted to distribute interest attributable to equity. The calculation is based on the equity amounts as stated in the statutory accounting records and the interest rate applied may not exceed the Brazilian Government Long-term Interest Rate (“TJLP”) determined by the Central Bank of Brazil. Also, such interest may not exceed 50% of the net income for the year or 50% of retained earnings plus profit reserves as determined by Brazilian corporate law.

 

The benefit to the Company, as opposed to making a dividend payment, is a reduction in the income tax burden because this interest charge is tax deductible in Brazil. Income tax of 15% is withheld on behalf of the shareholders relative to the interest distribution. Under Brazilian law, interest attributed to equity is considered as part of the annual minimum mandatory dividend. This notional interest distribution is treated for accounting purposes as a deduction from equity in a manner similar to a dividend and the tax deductibility recorded in the income statement.

 

 

 101

 

 

 

 

31.Related parties

 

The Company’s related parties are subsidiaries, joint ventures, associates, shareholders and its related entities and key management personnel of the Company.

 

Related party transactions were made by the Company on terms equivalent to those that prevail in arm´s-length transactions, with respect to price and market conditions that are no less favorable to the Company than those arranged with third parties.

 

Net operating revenue relates to sale of iron ore to the steelmakers and right to use capacity on railroads. Cost and operating expenses mostly relates to the variable lease payments of the pelletizing plants.

 

Purchases, accounts receivable and other assets, and accounts payable and other liabilities relate largely to amounts charged by joint ventures and associates related to the pelletizing plants operational lease and railway transportation services.

 

a)       Transactions with related parties

 

    Consolidated
    Year ended December 31,
    2022   2021   2020
    Net operating revenue   Cost and operating expenses   Financial result   Net operating revenue   Cost and operating expenses   Financial result   Net operating revenue   Cost and operating expenses   Financial result
Joint Ventures                                    
   Companhia Siderúrgica do Pecém   2,231       (14)   3,438   -   14   1,845   -   38
   Aliança Geração de Energia S.A.       (625)       26   (564)                            -     100   (540)                            -  
   Pelletizing companies (i)       (1,733)   (173)   -   (1,872)   (79)   -   (507)   (87)
   MRS Logística S.A.   6   (2,039)   -   -   (1,498)   -   -   (1,187)                            -  
   Norte Energia S.A.       (695)   -   -   (612)   -   -   (515)                            -  
   Other   210   (42)   (2)   -   (53)   (3)   -   (70)   (3)
    2,447   (5,134)   (189)   3,464   (4,599)   (68)   1,945   (2,819)   (52)
Associates                                    
   VLI   1,487   (133)   (12)   1,374   (115)   (9)   1,208   (127)   (6)
   Other   6   (3)   (6)   5   -   -   25   -   15
    1,493   (136)   (18)   1,379   (115)   (9)   1,233   (127)   9
Major shareholders                                    
   Bradesco   -   -   2,029   -   -   (2,978)   -   -   (255)
   Banco do Brasil   -   -   14   -   -   72   -   -   89
   Mitsui   2,151   -   -   1,416   -   -   964   -   -
    2,151   -   2,043   1,416   -   (2,906)   964   -   (166)
                                     
Total of continuing operations   6,091   (5,270)   1,836   6,259   (4,714)   (2,983)   4,142   (2,946)   (209)
   Discontinued operation - Coal   -   -   -   -   (518)   81   -   (2,078)   116
Total   6,091   (5,270)   1,836   6,259   (5,232)   (2,902)   4,142   (5,024)   (93)
                                     

 

 102

 

 

 

 

 

                Parent Company
                Year ended December 31,   Year ended December 31,
                2022   2021
                Net operating revenue   Cost and operating expenses   Financial result   Net operating revenue   Cost and operating expenses   Financial result
Subsidiaries                                    
     Vale International               120,708   -   (5,759)   193,650   -   (1,631)
     Other               218   (752)   (137)   171   (2,510)   (51)
                120,926   (752)   (5,896)   193,821   (2,510)   (1,682)
Joint Ventures                                    
   Companhia Siderúrgica do Pecém               2,218       (14)   3,428   -   14
   Aliança Geração de Energia S.A.               -   (625)       -   (564)   -
   Pelletizing companies (i)               -   (1,733)   (45)   -   (1,872)   (39)
   MRS Logística S.A.               6   (2,039)   -   -   (1,498)   -
   Norte Energia S.A.               -   (695)   -   -   (612)   -
   Other               210   (42)   (2)   -   (53)   (3)
                2,434   (5,134)   (61)   3,428   (4,599)   (28)
Associates                                    
   VLI               1,487   (133)   (12)   1,374   (115)   (9)
   Other               3   -   (6)   5   -   -
                1,490   (133)   (18)   1,379   (115)   (9)
Major shareholders                                    
     Bradesco               -   -   1,972   -   -   (2,978)
     Banco do Brasil               -   -   5   -   -   67
                -   -   1,977   -   -   (2,911)
                                     
Total               124,850   (6,019)   (3,998)   198,628   (7,224)   (4,630)

 

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

 

b)       Outstanding balances with related parties

 

 
    Consolidated
    December 31, 2022     December 31, 2021
    Assets   Assets
    Cash and cash equivalents   Accounts receivable   Dividends receivable     Cash and cash equivalents   Accounts receivable   Dividends receivable
Joint Ventures                          
     Companhia Siderúrgica do Pecém   -   475   89     -   414   219
     Pelletizing companies (i)   -   -   128     -   -   208
     MRS Logística S.A.   -   -   128     -   -   105
     Other   -   19   260     -   5   4
    -   494   605     -   419   536
Associates                          
     VLI   -   71   -     -   87   -
     Other   -   -   12     -   15   17
    -   71   12     -   102   17
Major shareholders                          
     Bradesco   1,749   -   802     9,744   -   28
     Banco do Brasil   156   -   -     440   -   -
     Mitsui   -   467   -     -   23   -
    1,905   467   802     10,184   23   28
Pension plan   -   70   -     -   64   -
Total   1,905   1,102   1,419     10,184   608   581

 

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

 

 103

 

 

 

 

 

    Consolidated
    December 31, 2022   December 31, 2021
    Liabilities Liabilities
    Supplier and contractors   Financial instruments and other liabilities   Supplier and contractors   Financial instruments and other liabilities
Joint Ventures                
     Pelletizing companies (i)   326   2,086   73   2,192
     MRS Logística S.A.   299   -   228   -
     Other   157   -   87   -
    782   2,086   388   2,192
Associates                
     VLI   27   274   32   262
     Other   16   -   25   -
    43   274   57   262
Major shareholders                
     Bradesco   -   391   -   1,479
     Mitsui   7   -   9   -
    7   391   9   1,479
Pension plan   62   -   54   -
Total   894   2,751   508   3,933

 

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

 

 

                         
    Parent Company
    December 31, 2022   December 31, 2021
    Assets Assets
    Cash and cash equivalents   Accounts receivable   Dividends receivable   Cash and cash equivalents   Accounts receivable   Dividends receivable
Subsidiaries                        
     Vale International S.A.   -   46,021   -   -   45,430   -
     Minerações Brasileiras Reunidas S.A.   -   -   229   -   -   213
     Salobo Metais   -   -   400   -   34   711
     Other   -   44   111   -   11   112
    -   46,065   740   -   45,475   1,036
Joint Ventures                        
     Companhia Siderúrgica do Pecém   -   475   89   -   401   219
     Pelletizing companies (i)   -   -   128   -   -   208
     MRS Logistica S.A.   -   -   23   -   -   18
     Other   -   19   260   -   2   4
    -   494   500   -   403   449
Associates                        
      VLI   -   71   -   -   87   -
     Other   -   -   3   -   15   17
    -   71   3   -   102   17
Major shareholders                        
     Bradesco   744   -   802   7,970   -   28
     Banco do Brasil   15   -   -   385   -   -
    759   -   802   8,355   -   28
Pension Plan   -   70   -   -   64   -
Total   759   46,700   2,045   8,355   46,044   1,530

 

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

 104

 

 

 

 

 

    Parent Company
    December 31, 2022   December 31, 2021
    Liabilities Liabilities
    Supplier and contractors   Loans   Financial instruments and other liabilities   Supplier and contractors   Loans   Financial instruments and other liabilities
Subsidiaries                        
     Vale International S.A.   -   74,156   5,037   -   86,125   5,367
     Minerações Brasileiras Reunidas S.A.   -   -   -   -   -   -
     Other   101   -   3,762   135   -   2,337
    101   74,156   8,799   135   86,125   7,704
Joint Ventures                        
     Pelletizing companies (i)   326   -   -   73   -   -
     MRS Logística S.A.   299   -   -   228   -   -
     Other   157   -   -   86   -   -
    782   -   -   387   -   -
Associates                        
     VLI   27   -   274   32   -   262
     Other   1   -   -   10   -   -
    28   -   274   42   -   262
Major shareholders                        
     Bradesco   -   -   391   -   -   1,479
     Mitsui   7   -   -   -   -   -
    7   -   391   -   -   1,479
Pension plan   61   -   -   54   -   -
Total   979   74,156   9,464   618   86,125   9,445
                         

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

 

c)       Key management personnel compensation

 

    Year ended December 31,
    2022   2021   2020
Short-term benefits            
Wages   54   49   48
Direct and indirect benefits   8   7   7
Profit sharing program (“PLR”)   60   56   39
    122   112   94
Long-term benefits            
Shares based   95   67   63
             
Severance   10   8   34
    227   187   191

 

32.Commitments and guarantee

 

a) Commitments

 

 

    December 31, 2022   December 31, 2021
Financial guarantees without registration effect   34,095   27,984
Purchase of energy   13,592   15,322
    47,687   43,306

 

Commitments arise mainly from contracts for the acquisition of fuel and power and the purchase of raw materials and services. They represent the minimum required and non-cancelable payments related to contractual obligations.

 105

 

 

 

 

 

b) Guarantee

 

  December 31, 2022   December 31, 2021
  Guarantee   Restricted cash   Liability (i)   Guarantee   Restricted cash   Liability (i)
Associates and joint ventures 7,941   -   537   8,443   -   3,026
Assets retirement obligations 3,361   381   -   3,373   278   -
Loans and financing -   -   -   458   -   -
  11,302   381   537   12,274   278   3,026

 

(i) The fair value of these financial guarantees is recorded as “Other financial liabilities” (note 14).

 

Guarantees for associates and joint ventures - The Company has issued financial guarantees to certain associates and joint ventures to the extent of its direct and indirect ownership interest. In 2022, there was an improvement in the credit risk rating of the associates and as a result of the decrease in the probability of default on the guaranteed debts, resulting in a gain in the amount of R$2,488 (US$481 million) (2021: R$1,536 (US$312 million) (note 6).

 

Guarantees related to asset retirement obligations - The Company has financial guarantees provided for the asset retirement obligations of its Energy Transition Materials operations in Canada. In addition, for Indonesia, as collateral in relation to the bank guarantees issued by the bank in relation to the reclamation and mine closure guarantees Vale has bank deposits as collateral in relation to the bank guarantees issued by the bank in relation to the reclamation and mine closure guarantees.

 

Fixed assets given as guarantee for loans and financing - The Company had loans and financing amounting to secured by fixed assets, which were terminated on June 30, 2022. In addition, the securities issued through Vale’s wholly owned finance subsidiary Vale Overseas Limited are fully and unconditionally guaranteed by Vale and no other subsidiary of the Parent Company guarantees those securities.

 

 

 

 

 

 106

 

 

 

  

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: February 16, 2023