6-K 1 valedfbrgaap3q24_6k.htm 6-K

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the

Securities Exchange Act of 1934

 

For the month of

 

October 2024

 

Vale S.A.

 

Praia de Botafogo nº 186, 18º andar, Botafogo
22250-145 Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

(Check One) Form 20-F x Form 40-F ¨

 

 

 

 
 

   

 

 

 
 

Contents

 

Report on review of quarterly information 3
Consolidated Interim Income Statement 4
Income Statement of the Parent Company 5
Statement of Comprehensive Income 6
Statement of Cash Flows 7
Consolidated and Parent Statement of Financial Position 8
Statement of Changes in Equity 9
Value Added Statement 10
1. Corporate information 11
2. Basis of preparation of condensed consolidated interim financial statements 12
3. Significant events and transaction related to third quarter of 2024 13
4. Information by business segment and geographic area 13
5. Costs and expenses by nature 17
6. Financial results 18
7. Taxes 18
8. Basic and diluted earnings per share 21
9. Cash flows reconciliation 21
10. Accounts receivable 23
11. Inventories 24
12. Suppliers and contractors 24
13. Other financial assets and liabilities 25
14. Investments in associates and joint ventures 26
15. Acquisitions and divestitures 27
16. Intangibles 30
17. Property, plant, and equipment 31
19. Financial assets and liabilities 37
20. Participative shareholders’ debentures 38
21. Loans, borrowings, cash and cash equivalents and short-term investments 39
22. Leases 40
23. Brumadinho dam failure 41
24. Liabilities related to associates and joint ventures 44
25. Provision for de-characterization of dam structures and asset retirement obligations 48
26. Legal proceedings 49
27. Employee benefits 51
28. Equity 52
29. Related parties 54

 

 

 

2 
 

 

 

 

 

 

(A free translation of the original in Portuguese)

 

Report on review of quarterly information

 

To the Board of Directors and Shareholders

Vale S.A.

 

 

Rio de Janeiro, October 24, 2024

 

PricewaterhouseCoopers

Patricio Marques Roche

Auditores Independentes Ltda.

Contador CRC 1RJ081115/O-4

CRC 2SP000160/O-5

 

 

3 
 

Consolidated Interim Income Statement

In millions of Brazilian reais, except earnings per share

    Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Net operating revenue 4(b) 52,978 51,962 146,604 143,561
Cost of goods sold and services rendered 5(a) (34,827) (30,851) (94,555) (85,931)
Gross profit   18,151 21,111 52,049 57,630
           
Operating expenses          
Selling and administrative 5(b) (770) (732) (2,183) (2,032)
Research and development   (1,066) (917) (2,826) (2,456)
Pre-operating and operational stoppage 25 (491) (561) (1,423) (1,718)
Other operating revenues (expenses), net 5(c) 4,564 (2,865) 7,260 (6,254)
Operating income   20,388 16,036 52,877 45,170
           
Financial income 6 713 487 1,657 1,638
Financial expenses 6 (2,069) (1,771) (5,651) (5,394)
Other financial items, net 6 (716) (633) (6,871) (1,649)
Equity results and other results in associates and joint ventures 14 and 24 (3,174) 463 (1,974) 208
Income before income taxes   15,142 14,582 40,038 39,973
           
Income taxes 7 (1,871) (616) (3,849) (11,521)
           
Net income   13,271 13,966 36,189 28,452
Net income (loss) attributable to noncontrolling interests   (115) 102 (80) 494
Net income attributable to Vale's shareholders   13,386 13,864 36,269 27,958
           
Basic and diluted earnings per share attributable to Vale's shareholders 8        
Common share (R$)   3.14 3.21 8.48 6.37

 

 

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

 

4 
 

Income Statement of the Parent Company

In millions of Brazilian reais, except earnings per share

    Parent Company
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
           
Net operating revenue   37,685 34,135 105,753 97,339
Cost of goods sold and services rendered   (17,921) (16,445) (50,694) (47,467)
Gross profit   19,764 17,690 55,059 49,872
           
Operating expenses          
Selling and administrative   (379) (399) (1,089) (1,130)
Research and development   (563) (420) (1,514) (1,170)
Pre-operating and operational stoppage 24 (468) (547) (1,352) (1,653)
Equity results and others results from subsidiaries 14 4,117 2,769 8,637 2,870
Other operating expenses, net   (1,868) (2,977) (4,012) (5,950)
           
Operating income   20,603 16,116 55,729 42,839
           
Financial income   283 241 777 807
Financial expenses   (1,907) (2,189) (5,826) (6,648)
Other financial items, net   (453) (715) (4,999) (1,309)
Equity results and other results in associates and joint ventures   (3,174) 463 (1,974) 208
Income before income taxes   15,352 13,916 43,707 35,897
           
Income taxes 7 (1,966) (52) (7,438) (7,939)
           
Net income   13,386 13,864 36,269 27,958
           
Basic and diluted earnings per share 8        
Common share (R$)   3.14 3.21 8.48 6.37

 

 

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

 

5 
 

Statement of Comprehensive Income

In millions of Brazilian reais

 

        Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Net income   13,271 13,966 36,189 28,452
Other comprehensive income (loss):          
Items that will not be reclassified to income statement          
Retirement benefit obligations   (110) 265 109 206
Fair value adjustment to investment in equity securities   - - - 63
    (110) 265 109 269
           
Items that may be reclassified to income statement          
Translation adjustments (i)   (612) 619 8,299 (2,058)
Net investment hedge 18(h) 192 (337) (1,147) 386
Cash flow hedge 18(h) - (83) - (4)
Reclassification of cumulative translation adjustment to income statement (ii) 15(a) e 15(c) (758) - (6,152) -
    (1,178) 199 1,000 (1,676)
Comprehensive income   11,983 14,430 37,298 27,045
           
Comprehensive income attributable to noncontrolling interests   (134) 369 1,584 198
Comprehensive income attributable to Vale's shareholders   12,117 14,061 35,714 26,847
   

 

Parent Company

    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Net income   13,386 13,864 36,269 27,958
Other comprehensive income (loss):          
Items that will not be reclassified to income statement          
Retirement benefit obligations   (12) (5) (29) (16)
Fair value adjustment to investment in equity securities   - - - 63
Equity results   (98) 270 138 222
    (110) 265 109 269
           
Items that may be reclassified to income statement          
Translation adjustments (i)   (593) 352 6,635 (1,762)
Net investment hedge 18(h) 192 (337) (1,147) 386
Cash flow hedge 18(h) - (6) - -
Equity results   - (77) - (4)
Reclassification of cumulative translation adjustment to income statement (ii) 15(a) e 15(c) (758) - (6,152) -
    (1,159) (68) (664) (1,380)
Comprehensive income   12,117 14,061 35,714 26,847

(i) Includes the effect of changes in exchange rates used by the Company to translate the financial information of subsidiaries that operate in an international economic environment, with a currency different from Vale's functional currency (note 2c). 

(ii) Mainly related to the effect of the reclassification of cumulative translation adjustments of Vale Oman Distribution Center and PT Vale Indonesia Tbk in the amounts of R$620 (US$112 million) and R$5,728 (US$1,063 million), respectively (notes 15a and 15c).

 

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

 

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

 

 

 

6 
 

Statement of Cash Flows

In millions of Brazilian reais

 

    Consolidated Parent Company
    Nine-month period ended September 30, Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Cash flow from operations  9(a) 49,529 58,669 54,389 52,920
Interest on loans and borrowings paid  9(c) (3,381) (2,714) (5,084) (5,164)
Cash received on settlement of derivatives, net  18(d) 459 1,204 455 808
Payments related to the Brumadinho event 23 (3,078) (4,543) (3,078) (4,543)
Payments related to de-characterization of dams 25 (2,129) (1,588) (2,129) (1,588)
Interest on participative shareholders' debentures paid 20 (766) (637) (766) (637)
Income taxes (including settlement program) paid   (7,541) (8,095) (6,580) (7,224)
Net cash generated by operating activities   33,093 42,296 37,207 34,572
           
Cash flow from investing activities:          
Capital expenditures 4(c) (21,612) (18,991) (15,320) (13,295)
Payments related to the Samarco dam failure 24 (1,601) (2,088) (1,601) (2,088)
Cash received (paid) from disposal and acquisition of investments, net 9(b) 14,147 (346) (2,737) (346)
Dividends received from associates and joint ventures   286 527 2,912 1,497
Short-term investment   308 376 (86) (208)
Other investing activities, net   (33) 92 (464) (2,930)
Net cash used in investing activities   (8,505) (20,430) (17,296) (17,370)
           
Cash flow from financing activities:          
Loans and borrowings from third parties  9(c) 15,497 9,585 4,453 2,308
Payments of loans and borrowings to third parties  9(c) (11,872) (3,090) (436) (335)
Payments of leasing 22 (695) (694) (114) (161)
Dividends and interest on capital paid to Vale’s shareholders  28(d) (20,662) (17,726) (20,662) (17,726)
Dividends and interest on capital paid to noncontrolling interest   - (41) - -
Shares buyback program  28(c) (2,054) (13,374) (1,204) (6,906)
Acquisition of additional stake in VOPC 15(g) - (653) - -
Net cash used in financing activities   (19,786) (25,993) (17,963) (22,820)
           
Net increase (decrease) in cash and cash equivalents   4,802 (4,127) 1,948 (5,618)
Cash and cash equivalents in the beginning of the period   17,474 24,711 4,193 7,896
Effect of exchange rate changes on cash and cash equivalents   2,345 (720) - -
Cash and cash equivalents from subsidiaries acquired and sold, net   418 - 15 -
Cash and cash equivalents at end of the period   25,039 19,864 6,156 2,278

 

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

 

 

7 
 

Consolidated and Parent Statement of Financial Position

In millions of Brazilian reais

 

    Consolidated Parent Company
  Notes September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Assets          
Current assets          
Cash and cash equivalents 21 25,039 17,474 6,156 4,193
Short-term investments 21 290 250 12 14
Accounts receivable 10 16,350 20,317 28,109 37,114
Other financial assets 13 1,214 1,311 1,142 1,107
Inventories 11 26,944 22,679 7,315 8,097
Recoverable taxes 7(e) 3,888 4,355 2,494 3,377
Judicial deposits 26(c) - 2,956 - 2,956
Other   1,458 2,146 1,238 4,398
    75,183 71,488 46,466 61,256
Non-current assets held for sale 15(c) - 19,041   -
    75,183 90,529 46,466 61,256
Non-current assets          
Judicial deposits 26(c) 3,304 3,861 3,162 3,532
Other financial assets 13 844 2,874 583 2,697
Recoverable taxes 7(e) 7,542 6,652 5,257 4,574
Deferred income taxes 7(b) 53,802 46,307 44,441 42,268
Other   7,394 6,089 4,785 3,678
    72,886 65,783 58,228 56,749
           
Investments 14 22,322 9,061 147,178 123,846
Intangibles 16 62,875 56,309 40,041 40,366
Property, plant, and equipment 17 250,992 234,302 149,276 141,409
    409,075 365,455 394,723 362,370
Total assets   484,258 455,984 441,189 423,626

 

Liabilities          
Current liabilities          
Suppliers and contractors 12 29,164 25,523 17,749 15,983
Loans and borrowings 21 4,585 3,986 1,108 3,374
Leases 22 855 954 382 406
Other financial liabilities 13 8,475 8,113 21,279 21,802
Taxes payable 7(e) 6,851 6,361 4,993 5,615
Settlement program ("REFIS") 7(c) 2,156 2,071 2,156 2,071
Liabilities related to Brumadinho 23 5,326 5,119 5,326 5,119
Liabilities related to associates and joint ventures 24 12,653 4,050 12,653 4,050
De-characterization of dams and asset retirement obligations 25 5,107 5,011 4,376 4,516
Provisions for litigation 26(a) 635 554 635 554
Employee benefits 27 4,836 4,665 3,304 3,367
Other   2,022 1,827 2,696 2,513
    82,665 68,234 76,657 69,370
Liabilities associated with non-current assets held for sale 15(c) - 2,714   -
    82,665 70,948 76,657 69,370
Non-current liabilities          
Loans and borrowings 21 68,530 56,389 18,498 13,016
Leases 22 3,311 6,075 1,002 1,024
Participative shareholders' debentures 20 13,108 13,912 13,108 13,912
Other financial liabilities 13 14,462 16,332 64,410 65,803
Settlement program ("REFIS") 7(c) 6,694 8,343 6,694 8,343
Deferred income taxes 7(b) 5,260 4,210 - -
Liabilities related to Brumadinho 23 7,696 9,695 7,696 9,695
Liabilities related to associates and joint ventures 24 12,811 17,381 12,811 17,381
De-characterization of dams and asset retirement obligations 25 30,025 32,409 19,317 22,375
Provisions for litigation 26(a) 4,435 4,283 3,993 3,871
Employee benefits 27 6,995 6,688 2,693 2,620
Streaming transactions   10,598 9,499 - -
Other   1,392 1,495 5,755 5,251
    185,317 186,711 155,977 163,291
Total liabilities   267,982 257,659 232,634 232,661
           
Equity 28        
Equity attributable to Vale's shareholders   208,555 190,965 208,555 190,965
Equity attributable to noncontrolling interests   7,721 7,360 - -
Total equity   216,276 198,325 208,555 190,965
Total liabilities and equity   484,258 455,984 441,189 423,626

 

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

 

8 
 

Statement of Changes in Equity

In millions of Brazilian reais

  Notes Share capital Capital reserve Profit reserves Treasury shares Other reserves Cumulative translation adjustments Retained earnings Equity attributable to Vale’s shareholders Equity attributable to noncontrolling interests Total equity
Balance as of December 31, 2023   77,300 3,634 106,181 (17,739) (5,831) 27,420 - 190,965 7,360 198,325
Net income   - - - - - - 36,269 36,269 (80) 36,189
Other comprehensive income   - - - - 158 (713) - (555) 1,664 1,109
Dividends and interest on capital of Vale's shareholders 28(d) - - (11,722) - - - (8,940) (20,662) - (20,662)
Dividends of noncontrolling interest   - - - - - - - - (1) (1)
Transactions with noncontrolling interests (i) 15(c) and 15(d) - - - - 4,593 - - 4,593 (1,222) 3,371
Shares buyback program 28(c) - - - (2,054) - - - (2,054) - (2,054)
Share-based payment program 27(a) - - - 8 (9) - - (1) - (1)
Balance as of September 30, 2024   77,300 3,634 94,459 (19,785) (1,089) 26,707 27,329 208,555 7,721 216,276
                       
Balance as of December 31, 2022   77,300 3,634 108,213 (25,675) (5,276) 28,916 - 187,112 7,782 194,894
Net income   - -                        -   - -                        -   27,958 27,958 494 28,452
Other comprehensive income   - -                        -   - 227 (1,338) - (1,111) (296) (1,407)
Dividends and interest on capital of Vale's shareholders 28(d) - - (2,265) - - - (8,277) (10,542)                               -   (10,542)
Dividends of noncontrolling interests   - - - - - - - - (187) (187)
Transactions with noncontrolling interests 15(g) - - - - 15 - - 15 (298) (283)
Shares buyback program 28(c) - - - (13,374) - - - (13,374)                               -   (13,374)
Treasury shares canceled 28(b) - - (21,397) 21,397 - - - - - -
Share-based payment program 27(a) - -                        -   132 (18) - - 114 - 114
Balance as of September 30, 2023   77,300 3,634 84,551 (17,520) (5,052) 27,578 19,681 190,172 7,495 197,667

(i) The effect on equity attributable to noncontrolling interests includes the derecognition of noncontrolling shareholders of PT Vale Indonesia Tbk in the amount of R$9,050 (US$1,628 million) (note 15c) and the recognition of noncontrolling shareholders of Vale Base Metals Limited in the amount of R$7,828 (US$1,514 million) (note 15d).

 

 

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

 

 

9 
 

Value Added Statement

In millions of Brazilian reais 

 

  Consolidated Parent Company
  Nine-month period ended September 30,
  2024 2023 2024 2023
Generation of value added        
Gross revenue        
Revenue from products and services 148,288 145,065 107,386 98,848
Revenue from the construction of own assets 5,633 5,633 5,020 4,794
Other revenues 959 2,010 832 1,419
Less:        
Cost of products, goods and services sold (29,385) (30,395) (19,083) (19,824)
Material, energy, third-party services and other (38,851) (35,209) (14,782) (14,490)
Impairment reversal (impairment) and gain (losses) from write-off of non-current assets, net 11,756 (719) (500) (622)
Expenses related to Brumadinho event (1,556) (3,401) (1,556) (3,401)
De-characterization of dams 681                                     -   681 -
Other costs and expenses (12,622) (10,925) (7,122) (7,283)
Gross value added 84,903 72,059 70,876 59,441
Depreciation, amortization and depletion (11,825) (11,072) (7,422) (6,785)
Net value added 73,078 60,987 63,454 52,656
         
Received from third parties        
Equity results (1,974) 208 6,663 3,078
Financial result 4,945 (170) 4,142 (810)
Total value added to be distributed 76,049 61,025 74,259 54,924
         
Personnel and charges        
Direct compensation 7,224 5,093 3,865 2,722
Benefits 3,165 2,284 2,626 1,748
FGTS 382 378 343 333
Taxes and contributions        
Federal taxes 8,712 15,823 12,094 12,250
State taxes 3,652 3,513 3,460 2,903
Municipal taxes 165 116 119 69
Remuneration of third-party capital        
Interest (net derivatives and monetary and exchange rate variation) 15,284 4,398 14,209 6,033
Leasing 1,276 968 1,274 908
Remuneration of own capital        
Reinvested net income from continuing operations 36,269 27,958 36,269 27,958
Net income attributable to noncontrolling interest (80) 494   -
Distributed value added 76,049 61,025 74,259 54,924

 

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

 

 

10 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

1. Corporate information

 

Vale S.A. (the “Parent Company”) is a public company headquartered in the city of Rio de Janeiro, Brazil. Vale’s share capital consists of common shares, traded on the stock exchange.

 

In Brazil, Vale's common shares are listed on B3 under the code VALE3. The Company also has American Depositary Receipts (ADRs), with each representing one common share, traded on the New York Stock Exchange (NYSE) under the code VALE. Additionally, the shares are traded on LATIBEX under the code XVALO, which is an unregulated electronic market established by the Madrid Stock Exchange for the trading of Latin American securities. The Company's shareholding structure is disclosed in note 28.

 

Vale, together with its subsidiaries (“Vale” or the “Company”), is one of the world's largest producers of iron ore and nickel. The Company also produces iron ore pellets and copper. Nickel and copper concentrates contain by-products such as platinum group metals (PGM), gold, silver, and cobalt. Most of the Company’s products are sold to international markets, through the Company's main trading Company, Vale International S.A. (“VISA”), a wholly owned subsidiary located in Switzerland.

 

The Company is engaged in greenfield mineral exploration in six countries, including Brazil, USA, Canada, Chile, Peru and Indonesia. It also operates extensive logistics systems in Brazil and other regions worldwide, including railways, maritime terminals, and ports integrated with mining operations. Additionally, the Company has distribution centers to support its iron ore shipments globally.

 

As part of its strategy, Vale also holds investments in energy businesses to meet part of its energy consumption needs through renewable sources.

 

The Company's operations are organized into two operational segments: "Iron Ore Solutions" and "Energy Transition Metals" (note 4).

 

Iron Ore Solutions – Comprise iron ore extraction and iron ore pellet production, as well as the North, South, and Southeast transportation corridors in Brazil, including railways, ports and terminals linked to mining operations.

 

·Iron ore: Currently, Vale operates three systems in Brazil for the production and distribution of iron ore. The Northern

System (Carajás, State of Pará, Brazil) is fully integrated and comprises three mining complexes and a maritime terminal. The Southeast System (Quadrilátero Ferrífero, Minas Gerais, Brazil) is fully integrated, consisting of three mining complexes, a railway, a maritime terminal, and a port. The Southern System (Quadrilátero Ferrífero, Minas Gerais, Brazil) consists of two mining complexes and two maritime terminals.

 

·Iron ore pellets: Vale operates six pelletizing plants in Brazil and two in Oman.

 

Energy Transition Metals – Includes the production of nickel, copper and its by-products.

 

·Nickel: The Company's primary nickel operations are conducted by Vale Canada Limited ("Vale Canada"), which owns mines and processing plants in Canada and Indonesia and nickel refining facilities in the United Kingdom and Japan. Vale also has nickel operations in Onça Puma, located in the State of Pará.

 

·Copper: In Brazil, Vale produces copper concentrates at Sossego and Salobo in Carajás, State of Pará. In Canada, Vale produces copper concentrates and copper cathodes associated with its nickel mining operations in Sudbury (located in Ontario), Voisey’s Bay (located in Newfoundland and Labrador), and Thompson (located in Manitoba).

 

·Cobalt, PGM, and other precious metals: The ore extracted by Vale Canada in Sudbury yields cobalt, PGMs (Platinum Group Metals), silver, and gold as by-products, which are processed at refining facilities in Port Colborne, Ontario. In Canada, Vale Canada also produces refined cobalt at its Long Harbour facilities in Newfoundland and Labrador. The copper operations in Sossego and Salobo in Brazil also yield silver and gold as by-products.

 

11 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

2. Basis of preparation of condensed consolidated interim financial statements

 

The Company´s consolidated and individual financial statements (“financial statements”) were prepared and are statements in accordance with CPC 21 – Statement issued by the Accounting Pronouncements Committee (“CPC”), in accordance with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (“IASB”). All relevant information from the financial projections, and only this information, is being disclosed and specific to that used by the Company's Management.

 

The interim financial statements have been prepared to update users on the relevant events and transactions that occurred in the period and must be read together with the financial statements for the year ended December 31, 2023. All accounting policies, accounting estimates and judgments, risk management and measurement methods are the same as those adopted in the preparation of the latest annual financial statements.

 

These interim financial statements were authorized for issue by the Board of Directors on October 24, 2024.

 

a) New and amended standards

 

In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements, which replaces IAS 1 – Presentation of Financial Statements. IFRS 18 introduces new requirements on presentation within the statement of income statement, requires disclosure of ‘management-defined performance measures’ and includes new requirements for aggregation and disaggregation of financial information of the primary financial statements and the notes. IFRS 18 will be effective for annual reporting periods beginning on or after January 1, 2027, and the Company is currently assessing the potential impacts arising from the standard.

 

Certain other new accounting standards, amendments and interpretations have been published recently, however, that are not yet mandatory or have not materially impacted these interim financial statements. The Company did not early adopt any of these standards and does not expect them to have a material impact in future reporting periods.

 

b) 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".

 

c) Functional currency and presentation currency

 

 

The interim financial statements of the Company and its associates and joint ventures are measured using the currency of the primary economic environment in which each entity operates (“functional currency”), in the case of the Parent Company it is the Brazilian real (“R$”). For presentation purposes, these interim financial statements are presented in United States dollars (“US$”) as the Company believes that this is how international investors analyze the financial statements.

 

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

 

 

                    Average rate
    Closing rate   Three-month period ended September 30,   Nine-month period ended September 30,
    September 30, 2024   December 31, 2023   2024   2023   2024   2023
US Dollar ("US$")   5.4481   4.8413   5.5454   4.8803   5.2445   5.0083
Canadian dollar ("CAD")   4.0314   3.6522   4.0660   3.6404   3.8549   3.7228
Euro ("EUR")   6.0719   5.3516   6.0918   5.3122   5.7036   5.4249

 

 

12 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

3. Significant events and transaction related to third quarter of 2024

·Definitive Settlement related to the Samarco Mineração S.A. (“Samarco”) dam failure – In October 2024 (subsequent event), Vale, Samarco and BHPB, together with the Brazilian Federal Government, the State Governments of Minas Gerais and Espírito Santo, the Federal and State Public Prosecutors’ and Public Defenders’ Offices and other Brazilian public entities, are considering the general terms for a new agreement (“Definitive Settlement”), which redefines and expands the measures for the reparation and compensation related to the collapse of the Samarco dam. As a result, Vale recognized an additional provision of R$5,299 (US$956 million), recorded in the income statement as “Equity results and other results in associates and joint ventures”. Further details are presented in note 24 of these interim financial statements.

 

·Debentures public offering – In October 2024 (subsequent event), the Board of Directors approved the issuance of simple, non-convertible debentures in the total amount of R$6 billion (US$1 billion) with maturities of 10, 12, and 15 years. The proceeds will be used in infrastructure projects related with the railway concessions, contributing to the liquidity risk management of the Company.

 

·Divestment in Vale Oman Distribution Center (“VODC”) – In September 2024, the Company completed the sale of 50% equity interest in VODC to AP Oryx Holdings LLC, for R$3,265 (US$600 million). As a result, VODC became a joint venture, and Vale recognized a gain of R$6,776 (US$1,222 million) in the income statement as “other operating expenses, net”. Further details are presented in note 15(a) of these interim financial statements.

 

·Acquisition of Aliança Geração de Energia S.A. (“Aliança Energia”) – In August 2024, the Company completed the acquisition of the entire stake held by Cemig Geração e Transmissão S.A. in Aliança Energia, for R$2,737 (US$493 million). As a result, Vale holds 100% of the shareholding and consolidates Aliança Energia, recording a gain of R$1,693 (US$305 million) in the income statement as “Equity results and other results in associates and joint ventures” due to the remeasurement to fair value of the previously held equity interest. Further details are presented in note 15(b) of these interim financial statements.

 

·Shareholder remuneration - In July 2024, the Board of Directors approved shareholder remuneration in the amount of R$8,940 (US$1,608 million), which was fully paid in September 2024. Further details are presented in note 28(d) of these interim financial statements.

 

·Bond Buyback – In July 2024, Vale redeemed bonds maturing in 2026, 2036, and 2039, totaling R$5,251 (US$970 million) and paid a premium of R$275 (US$50 million), recorded in the income statement as “financial expenses”. Further details are presented in note 9(c) of these interim financial statements.

 

 

4. Information by business segment and geographic area

In 2024, consistently with the reports analyzed by the executive committee and Board of Directors, the Company changed its adjusted EBITDA definition to include the “EBITDA from associates and joint ventures”, which is a measure of their “equity results” (note 14) excluding (i) net finance costs; (ii) depreciation, depletion, and amortization; (iii) taxation and (iv) impairments.

Therefore, the Company’s adjusted EBITDA is defined as operating income or loss, including the EBITDA from interests in associates and joint ventures; and excluding (i) depreciation, depletion, and amortization; and (ii) impairment and gains (losses) on disposal of non-current assets, net and other. The comparative information in these interim financial statements was revised to reflect this change in the adjusted EBITDA definition.

Additionally, as a result of the reorganization of assets and the governance established for the Energy Transition Metals segment, the “Other” segment was reorganized for a better allocation of direct effects on the Iron Ore Solutions and Energy Transition Metals businesses. These effects were allocated to each segment starting from the nine-month period ended September 30, 2024.

 

13 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

 

Segment Main activities
Iron Ore Solutions Comprises the extraction and production of iron ore, iron ore pellets, other ferrous products, and its logistic related services.  
Energy Transition Metals Includes the extraction and production of nickel and its by-products (gold, silver, cobalt, precious metals and others), and copper, as well as its by-products (gold and silver).
Other Includes corporate expenses not allocated to the operating segment, research and development of greenfield exploration projects, as well as expenses related to the Brumadinho event and de-characterization of dams and asset retirement obligations.

 

 

a) Adjusted EBITDA

    Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2024 2023 (revised) 2024 2023 (revised)
Iron ore   15,770 18,604 44,188 48,268
Iron ore pellets   4,388 3,667 12,527 11,008
Other ferrous products and services   533 711 1,359 1,814
Iron Solutions   20,691 22,982 58,074 61,090
           
Nickel   (366) 539 280 3,561
Copper   2,003 1,315 5,235 3,622
Other energy transition metals   (260) 29 (772) 29
Energy Transition Metals   1,377 1,883 4,743 7,212
           
Other (i)   (2,019) (3,172) (4,916) (7,581)
           
Adjusted EBITDA   20,049 21,693 57,901 60,721
           
Depreciation, depletion and amortization   (4,148) (3,812) (11,825) (11,072)
Impairment and gains (losses) on disposal of non-current assets, net and other (ii)   5,831 (603) 10,468 (1,386)
EBITDA from associates and joint ventures   (1,344) (1,242) (3,667) (3,093)
Operating income   20,388 16,036 52,877 45,170
           
Equity results and other results in associates and joint ventures 14 (3,174) 463 (1,974) 208
Financial results 6 (2,072) (1,917) (10,865) (5,405)
Income before income taxes   15,142 14,582 40,038 39,973

 

(i) Includes expenses from Vale Base Metals Limited that were not allocated to the operating segment in the amount of R$115 (US$20 million) and R$357 (US$66 million) for the three and nine-month period ended September 30, 2024, respectively.

(ii) Includes adjustments of R$510 (US$94 million) and R$1,288 (US$243 million) for the three and nine-month period ended September 30, 2024, respectively (2023: R$228 (US$47 million) and R$668 (US$134 million), respectively), to reflect the performance of the streaming transactions at market prices.

 

14 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

b) Net operating revenue by shipment destination

 

 

  Consolidated
  Three-month period ended September 30, 2024
  Iron Solutions Energy Transition Metals  
  Iron ore Iron ore pellets Other ferrous products and services Nickel and other products Copper Other energy transition metals Total
China 25,251 - - 638 563 1 26,453
Japan 3,298 419 2 349 - - 4,068
Asia, except Japan and China 3,615 654 18 564 240 - 5,091
Brazil 1,408 2,410 1,018 85 - 52 4,973
United States of America - 137 - 1,466 - 1 1,604
Americas, except United States and Brazil - 624 - 319 1 - 944
Germany 457 340 - 455 1,031 1 2,284
Europe, except Germany 798 281 - 1,087 1,886 - 4,052
Middle East, Africa, and Oceania - 3,468 - 41 - - 3,509
Net operating revenue 34,827 8,333 1,038 5,004 3,721 55 52,978

 

  Consolidated
  Three-month period ended September 30, 2023
  Iron Solutions Energy Transition Metals    
  Iron ore Iron ore pellets Other ferrous products and services Nickel and other products Copper Other Total
China 27,505 -   -   942 266 - 28,713
Japan 2,916 505 2 692 - - 4,115
Asia, except Japan and China 2,902 591 15 396 489 - 4,393
Brazil 1,522 1,982 678 71 - 208 4,461
United States of America - 186 - 1,389 - - 1,575
Americas, except United States and Brazil - 309 7 366 189 - 871
Germany 231 - - 365 675 - 1,271
Europe, except Germany 807 89 - 1,111 1,389 - 3,396
Middle East, Africa, and Oceania - 3,114 - 53 - - 3,167
Net operating revenue 35,883 6,776 702 5,385 3,008 208 51,962

 

  Consolidated
  Nine-month period ended September 30, 2024
  Iron Solutions Energy Transition Metals  
  Iron ore Iron ore pellets Other ferrous products and services Nickel and other products Copper Other energy transition metals Total
China 67,724 - - 1,342 1,504 156 70,726
Japan 9,583 1,198 6 1,504 - - 12,291
Asia, except Japan and China 9,720 1,428 44 1,528 1,279 - 13,999
Brazil 4,463 7,131 2,637 186 - 72 14,489
United States of America - 659 - 3,368 - 103 4,130
Americas, except United States and Brazil - 1,782 - 1,649 504 - 3,935
Germany 1,259 767 - 1,352 2,015 1 5,394
Europe, except Germany 3,370 539 - 2,610 4,926 103 11,548
Middle East, Africa, and Oceania 33 9,944 - 115 - - 10,092
Net operating revenue 96,152 23,448 2,687 13,654 10,228 435 146,604

 

 

15 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

 

  Consolidated
  Nine-month period ended September 30, 2023
  Iron Solutions Energy Transition Metals    
  Iron ore Iron ore pellets Other ferrous products and services Nickel and other products Copper Other Total
China 66,022 12 - 2,415 814 - 69,263
Japan 8,488 1,042 2 2,243 - - 11,775
Asia, except Japan and China 7,570 1,132 37 2,249 718 - 11,706
Brazil 5,185 6,412 1,834 261 - 470 14,162
United States of America - 1,111 - 5,254 - - 6,365
Americas, except United States and Brazil 5 1,572 7 1,717 198 - 3,499
Germany 934 173 6 1,883 1,965 - 4,961
Europe, except Germany 4,329 1,396 - 3,887 4,287 - 13,899
Middle East, Africa, and Oceania - 7,786 - 145 - - 7,931
Net operating revenue 92,533 20,636 1,886 20,054 7,982 470 143,561

 

 

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

 

c) Capital expenditures by segment

 

  Three-month period ended September 30,
  2024 2023
  Iron Solutions Energy Transition Metals Other Total Iron Solutions Energy Transition Metals Other Total
                 
Sustaining capital (i) 3,751 1,814 99 5,664 2,973 1,742 146 4,861
Project execution 1,793 274 19 2,086 1,720 469 95 2,284
  5,544 2,088 118 7,750 4,693 2,211 241 7,145
                 
                 
  Nine-month period ended September 30,
  2024 2023
  Iron Solutions Energy Transition Metals Other Total Iron Solutions Energy Transition Metals Other Total
                 
Sustaining capital (i) 10,322 5,410 271 16,003 7,964 4,724 466 13,154
Project execution 4,903 637 69 5,609 4,216 1,313 308 5,837
  15,225 6,047 340 21,612 12,180 6,037 774 18,991

 

(i) According to the Company's shareholders remuneration policy, minimum remuneration to Vale shareholders is calculated based on 30% of the adjusted EBITDA less sustaining capital investments.

 

d) Assets by geographic area

 

  Consolidated
  September 30, 2024 December 31, 2023
  Investments in associates and joint ventures Intangible Property, plant and equipment Total Investments in associates and joint ventures Intangible Property, plant and equipment Total
Brazil 8,599 53,219 175,358 237,176 9,061 47,551 163,485 220,097
Canada - 9,647 65,456 75,103 - 8,751 57,563 66,314
Americas, except Brazil and Canada - - 20 20 - - 22 22
Indonesia 10,454 - 327 10,781 - - 285 285
China - 3 56 59 - 4 71 75
Asia, except Indonesia and China - 2 3,612 3,614 - - 3,539 3,539
Europe - 1 3,291 3,292 - 1 3,281 3,282
Oman 3,269 3 2,872 6,144 - 2 6,056 6,058
Total 22,322 62,875 250,992 336,189 9,061 56,309 234,302 299,672

 

16 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

5. Costs and expenses by nature

a) Cost of goods sold, and services rendered

 

  Consolidated
  Three-month period ended September 30, Nine-month period ended September 30,
  2024 2023 2024 2023
Services (6,303) (5,382) (17,668) (14,450)
Freight (7,273) (5,905) (18,109) (14,377)
Depreciation, depletion and amortization (3,951) (3,649) (11,288) (10,479)
Materials (3,872) (3,597) (10,805) (10,208)
Personnel (3,920) (3,456) (10,227) (10,579)
Acquisition of products (3,262) (2,756) (7,702) (8,242)
Fuel oil and gas (1,877) (2,039) (5,599) (6,145)
Royalties (1,801) (1,682) (5,045) (4,465)
Energy (930) (1,048) (2,584) (2,831)
Others (1,638) (1,337) (5,528) (4,155)
Total (34,827) (30,851) (94,555) (85,931)

 

b)       Selling and administrative expenses

 

  Consolidated
  Three-month period ended September 30, Nine-month period ended September 30,
  2024 2023 2024 2023
Personnel (280) (322) (885) (922)
Services (208) (181) (609) (528)
Depreciation and amortization (73) (59) (174) (183)
Other (209) (170) (515) (399)
Total (770) (732) (2,183) (2,032)

 

c)       Other operating revenues (expenses), net

 

    Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Expenses related to Brumadinho event 23 (695) (1,495) (1,556) (3,401)
Provision for litigations 26(a) (222) (384) (737) (800)
Profit sharing program   (140) (142) (770) (587)
Impairment and gains (losses) on disposal of non-current assets, net (i) 15(a), 15(c), 16 e 17 6,341 (376) 11,756 (719)
Other   (720) (468) (1,433) (747)
Total   4,564 (2,865) 7,260 (6,254)

 

(i) In the nine-month period ended September 30, 2024, includes the gain from the divestment in PT Vale Indonesia Tbk (note 15a) and Vale Oman Distribution Center (note 15c) in the amounts of, respectively, R$5,710 (US$1,059 million) and R$6,776 (US$1,222 million), and net losses on disposal of property, plant and equipment and intangible assets in the amount of R$730 (US$143 million) (notes 16 and 17).

 

17 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

6. Financial results

 

    Consolidated
    Three-month period ended September 30, Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Financial income          
Short-term investments   481 366 1,272 1,230
Other   232 121 385 408
    713 487 1,657 1,638
Financial expenses          
Loans and borrowings interest 9(c) (1,095) (914) (2,975) (2,715)
Bond premium repurchase 9(c) (275) - (275) (106)
Interest on supplier liabilities   (225) (283) (681) (745)
Interest on REFIS   (117) (186) (378) (572)
Interest on lease liabilities 22 (73) (70) (214) (224)
Other   (284) (318) (1,128) (1,032)
    (2,069) (1,771) (5,651) (5,394)
Other financial items, net          
Foreign exchange and indexation losses, net   (1,580) (493) (4,807) (6,636)
Participative shareholders' debentures 20 509 137 72 1,510
Derivative financial instruments, net 18(c) 355 (277) (2,136) 3,477
    (716) (633) (6,871) (1,649)
Total   (2,072) (1,917) (10,865) (5,405)

 

 

7. Taxes

 

a) Income tax reconciliation

 

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) released the Pillar Two model rules to reform international corporate taxation. Multinational economic groups within the scope of these rules are required to calculate their effective tax rate in each country where they operate, the “GloBE effective tax rate”.

 

When the effective GloBE rate of any entity in the economic group, aggregated by jurisdiction where the group operates, is lower than the minimum rate defined at 15%, the multinational group must pay a supplementary amount of tax on profit, referring to the difference between its rate effective GloBE and the minimum tax rate.

 

From 2024, the Company is subject to OECD Pillar Two model rules in the Netherlands, Switzerland, United Kingdom, Japan, Luxembourg and Canada.

 

On October 3, 2024 (subsequent event), Provisional Measure No. 1,262/24 (MP) and Normative Instruction RFB No. 2,228/24 (IN) were published in Brazil to align Brazilian tax legislation with the OECD’s GloBE Rules and establish an effective minimum taxation of 15% through an additional Social Contribution on Net Profit (CSLL). The MP and the IN will come into effect from January 1, 2025, subject to a conversion of the MP into law within 120 days.

 

The Company does not expect material impacts on the calculation of income tax or on the financial statements for the current and future periods, notably due to the application of the simplifying rules (“Safe Harbor”) in the GloBE computation.

 

Income tax expense is recognized based on the estimate of the weighted average effective tax rate expected for the full year, adjusted for the tax effect of certain items that are recognized in full on the interim tax calculation. Therefore, the effective tax rate in the interim financial statements may differ from management’s estimate of the effective tax rate for the year. The reconciliation of the taxes calculated according to the nominal tax rates and the amount of taxes recorded is shown below:

 

 

 

18 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

    Consolidated Parent Company
    Three-month period ended September 30,
    2024 2023 2024 2023
Income before income taxes Notes 15,142 14,582 15,352 13,916
Income taxes at statutory rate (34%)   (5,148) (4,958) (5,220) (4,731)
Adjustments that affect the taxes basis:          
Tax incentives   2,486 2,234 2,354 2,013
Additional of tax loss carryforward   1,356 2,432 789 1,538
Provision related to the Samarco 24 (1,864) - (1,864) -
Gain on divestment in VODC 15(a) 1,047 - - -
Gain on acquisition of Aliança Energia 15(b) 576 - 576 -
Effects on tax computation of foreign operations   (512) (105) (23) (28)
Unrecognized tax losses of the year   (133) (264) - -
Reclassification of cumulative adjustments to the income statement   271 - - -
Equity results   146 156 1,546 1,098
Other   (96) (111) (124) 58
Income taxes   (1,871) (616) (1,966) (52)
Current tax   (1,775) (1,354) (1,082) (799)
Deferred tax   (96) 738 (884) 747
Income taxes   (1,871) (616) (1,966) (52)
           
    Consolidated Parent Company
    Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Income before income taxes   40,038 39,973 43,707 35,897
Income taxes at statutory rate (34%)   (13,613) (13,591) (14,860) (12,205)
Adjustments that affect the taxes basis:          
Tax incentives   6,375 6,797 6,115 6,305
Additional of tax loss carryforward   2,580 1,229 (411) 2,103
Provision related to the Samarco 24 (1,916) (5,468) (1,916) (5,468)
Gain on divestment in VODC 15(a) 1,047 - - -
Gain on acquisition of Aliança Energia 15(b) 576 - 576 -
Gain on divestment in PTVI 15(c) 1,931 - - -
Effects on tax computation of foreign operations   (621) (266) (23) (101)
Unrecognized tax losses of the year   (461) (520) - -
Reclassification of cumulative adjustments to the income statement   157 - - -
Equity results   463 165 3,400 1,134
Other   (367) 133 (319) 293
Income taxes   (3,849) (11,521) (7,438) (7,939)
Current tax   (8,766) (4,493) (6,952) (3,195)
Deferred tax   4,917 (7,028) (486) (4,744)
Income taxes   (3,849) (11,521) (7,438) (7,939)

 

b) Deferred income tax assets and liabilities

 

  Consolidated
  Assets Liabilities Deferred taxes, net
Balance as of December 31, 2023 46,307 4,210 42,097
Effect in income statement 3,773 (1,144) 4,917
Other comprehensive income 2,672 28 2,644
Transfer between assets and liabilities 299 299 -
Translation adjustment 772 155 617
Incorporations, acquisitions and divestments (i) (21) 1,712 (1,733)
Balance as of September 30, 2024 53,802 5,260 48,542
       
Balance as of December 31, 2022 56,195 7,372 48,823
Effect in income statement (7,473) (445) (7,028)
Other comprehensive income (13) 159 (172)
Transfer between assets and liabilities (5) (5) -
Translation adjustment (218) (357) 139
Balance as of September 30, 2023 48,486 6,724 41,762

 

(i) Includes mainly the amount of R$1,734 (US$312 million) related with the deferred income tax liability assumed due to the acquisition of Aliança Geração de Energia S.A. (note 15b).

 

19 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

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

 

  Consolidated
  September 30, 2024 December 31, 2023
Current liabilities 2,156 2,071
Non-current liabilities 6,694 8,343
REFIS liabilities 8,850 10,414
     
SELIC rate 10.75% 11.75%

 

The balance mainly relates to the settlement program of claims regarding the collection of income tax and social contribution on equity gains of foreign subsidiaries and associates from 2003 to 2012. This amount bears SELIC interest rate (Special System for Settlement and Custody) and will be paid in monthly installments until October 2028 and the impact of the SELIC over the liability is recorded under the Company’s financial results (note 6).

 

d) Uncertain tax positions (“UTP”)

 

The amount under discussion with the tax authorities is R$29,373 (US$5,393 million) as of September 30, 2024 (December 31, 2023: R$26,194 (US$5,408 million) which includes the reduction of tax losses in the amount of R$3,656 (US$671 million) as of September 30, 2024 (December 31, 2023: R$3,656 (US$754 million)), if the tax authority does not accept the tax treatment adopted by the Company in relation to these matters.

 

 

  Consolidated
  September 30, 2024 December 31, 2023
  Assessed (i) Potential (ii) Total Assessed (i) Potential (ii) Total
UTPs not recorded on statement of financial position (iii)            
Transfer pricing over the exportation of ores to a foreign subsidiary 11,146 14,509 25,655 10,383 14,571 24,954
Expenses of interest on capital 7,691 - 7,691 7,319 - 7,319
Proceeding related to income tax paid abroad 2,602 - 2,602 2,481 - 2,481
Goodwill amortization 4,537 360 4,897 2,934 922 3,856
Payments to Renova Foundation 849 2,597 3,446 807 2,597 3,404
Other 2,548 - 2,548 2,270 - 2,270
  29,373 17,466 46,839 26,194 18,090 44,284
             
UTPs recorded on statement of financial position            
Deduction of CSLL in Brazil 935 - 935 885 - 885
  935 - 935 885 - 885

 

(i) Includes the tax effects arising from the reduction of the tax losses and negative basis of the CSLL without fines and interest.

(ii) Includes the principal, without fines and interest.

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

 

 

e) Recoverable and taxes payables

 

 

            Consolidated
  Current assets Non-current assets Current liabilities
  September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Value-added tax ("ICMS") 1,454 1,126 16 26 173 121
Brazilian federal contributions ("PIS and COFINS") 1,788 1,719 5,675 4,890 114 2,979
Income taxes 588 1,463 1,850 1,733 5,626 2,076
Financial compensation for the exploration of mineral resources ("CFEM") - - - - 356 449
Other 58 47 1 3 582 736
Total 3,888 4,355 7,542 6,652 6,851 6,361

 

 

20 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

8. Basic and diluted earnings per share

 

The basic and diluted earnings per share are presented below:

 

  Three-month period ended September 30, Nine-month period ended September 30,
  2024 2023 2024 2023
Net income attributable to Vale's shareholders 13,386 13,864 36,269 27,958
         
Thousands of shares        
Weighted average number of common shares outstanding 4,269,495 4,314,556 4,276,804 4,387,641
Weighted average number of common shares outstanding and potential ordinary shares 4,274,508 4,318,388 4,281,816 4,391,472
         
Basic and diluted earnings per share        
Common share (US$) 3.14 3.21 8.48 6.37

 

 

9. Cash flows reconciliation

 

a) Cash flow from operating activities

 

    Consolidated Parent Company
    Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Cash flow from operating activities:          
Income before income taxes   40,038 39,973 43,707 35,897
Adjusted for:          
Equity results from subsidiaries 14 - - (8,637) (2,870)
Equity results and other results in associates and joint ventures 14 1,974 (208) 1,974 (208)
Impairment and gains (losses) on disposal of non-current assets, net 15(a), 15(c), 16 e 17 (11,756) 719 500 622
Review of estimates related to Brumadinho 23 148 1,585 148 1,585
Review of estimates related to de-characterization of dams 25 (682) - (682) -
Depreciation, depletion and amortization   11,825 11,072 7,422 6,784
Financial results, net 6 10,865 5,405 10,048 7,150
Changes in assets and liabilities:          
Accounts receivable 10 5,068 5,523 (4,351) 3,192
Inventories 11 (2,959) (3,066) 810 (412)
Suppliers and contractors 12 1,972 4,656 1,658 4,050
Other assets and liabilities, net   (6,964) (6,990) 1,792 (2,870)
Cash flow from operations   49,529 58,669 54,389 52,920

 

b) Cash flow from investing activities

 

      Consolidated Parent Company
    Nine-month period ended September 30,
  Notes 2024 2023 2024 2023
Proceeds from partial disposal of VODC shares 15(a) 3,325 - - -
Cash paid for the acquisition of Aliança Energia shares 15(b) (2,737) - (2,737) -
Proceeds from the partial disposal of PTVI shares 15(c) 862 - - -
Proceeds from the partial disposal of VBML shares 15(d) 12,697 - - -
Proceeds from the divestment of Companhia Siderúrgica do Pecém 15(g) - 5,637 - 5,637
Cash contribution to Companhia Siderúrgica do Pecém 15(g) - (5,983) - (5,983)
Cash received (paid) from disposal and acquisition of investments, net   14,147 (346) (2,737) (346)

 

 

21 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

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

 

  Consolidated
  Quoted in the secondary market Other debt contracts in Brazil Other debt contracts on the international market Total
December 31, 2023 36,182 1,211 22,982 60,375
Additions 5,389 - 10,108 15,497
Payments (5,650) (183) (6,039) (11,872)
Interest paid (i) (1,941) (81) (1,359) (3,381)
Cash flow from financing activities (2,202) (264) 2,710 244
Acquisition of Aliança Energia 1,184 176 - 1,360
Effect of exchange rate 4,543 - 3,218 7,761
Interest accretion 1,951 82 1,342 3,375
Non-cash changes 7,678 258 4,560 12,496
September 30, 2024 41,658 1,205 30,252 73,115
         
December 31, 2022 33,900 1,461 22,980 58,341
Additions 7,277                                             -    2,308 9,585
Payments (2,561) (205) (321) (3,087)
Interest paid (i) (1,659) (83) (972) (2,714)
Cash flow from financing activities 3,057 (288) 1,015 3,784
Effect of exchange rate (1,097) - (1,041) (2,138)
Interest accretion 1,698 98 1,094 2,890
Non-cash changes 601 98 53 752
September 30, 2023 37,558 1,271 24,048 62,877

 

(i)Classified as operating activities in the statement of cash flows.

 

Funding

 

·In October 2024 (subsequent event), the Company contracted a loan of R$1,672 (US$300 million) with Bank of Nova Scotia indexed to SOFR plus spread adjustments and maturing in 2027. The proceeds will contribute to the liquidity risk management of the Company.

 

·In September 2024, the Company contracted a loan of R$1,036 (US$187 million) with China Construction Bank indexed to SOFR plus spread adjustments and maturing in 2029.

 

·In September 2024, the Company contracted a loan of R$1,662 (US$300 million) with Bank of China indexed to SOFR plus spread adjustments and maturing in 2029.

 

·In July 2024, the Company contracted a loan of R$2,632 (US$475 million) with The Bank of Nova Scotia indexed to SOFR plus spread adjustments and maturing in 2027.

 

·In June 2024, the Company issued bonds of R$5,389 (US$1 billion) with a coupon of 6.45% per year, payable semi-annually, and maturing in 2054.

 

·In April 2024, the Company contracted a loan of R$451 (US$90 million) with the Canadian Imperial Bank of Commerce (“CIBC”) indexed to SOFR plus spread adjustments and maturing in 2024.

 

·In March 2024, the Company contracted a loan of R$1,791 (US$360 million) with the Japan Bank of International Cooperation (“JBIC”) indexed to SOFR plus spread adjustments and maturing in 2035.

 

·In March 2024, the Company contracted a loan of R$300 (US$60 million) with the CIBC indexed to SOFR plus spread adjustments and maturing in 2024.

 

·In February 2024, the Company contracted a loan of R$827 (US$166 million) with Banco Santander indexed to SOFR plus spread adjustments and maturing in 2025.

 

22 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

·In February 2024, the Company contracted a loan of R$170 (US$34 million) with Credit Agricole Bank indexed to SOFR plus spread adjustments and maturing in 2025.

 

·From January to February 2024, the Company contracted a loan of R$1,238 (US$250 million) with Banco Bradesco with a fixed rate maturing in 2025.

 

·In March 2023, the Company contracted a loan of R$1,581 (US$300 million) with the Industrial and Commercial Bank of China Limited, Panama Branch (“ICBC”) indexed to SOFR plus spread adjustments and maturing in 2028.

 

·In June 2023, Vale issued notes of R$7,277 (US$1,500 million) with a coupon of 6.125% per year, payable semi-annually, and maturing in 2033.

 

·In September 2023, the Company contracted a loan of R$727 (US$150 million) with Citibank, indexed to Secured Overnight Financing Rate (“SOFR”) with spread adjustments and maturing in 2028.

 

Payments

 

·In August 2024, the Company settled the loan contracted with Credit Agricole Bank, in the amount of R$169 (US$34 million).

·In July 2024, Vale redeemed notes with maturity date in 2026, 2036 and 2039, in the total amount of R$5,251 (US$970 million) and paid a premium of R$275 (US$50 million), recorded as “Bond premium repurchase” in the financial results for the nine-month period ended September 30, 2023.

 

·In July 2024, the Company settled the loan contracted with CIBC, in the amount of R$510 (US$90 million).

 

·In July 2024, the Company settled the loan contracted with The Bank of Nova Scotia, in the amount of R$2,689 (US$475 million).

 

·In January 2024, the Company paid principal and interest of debentures, in the amount of R$226 (US$46 million).

 

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

 

·In June 2023, Vale redeemed notes with maturity date in 2026, 2036 and 2039, in the total amount of R$2,426 (US$500 million) and paid a premium of R$106 (US$22 million), recorded as “Bond premium repurchase” in the financial results for the nine-month period ended September 30, 2023.

 

d) Non-cash transactions

 

  Consolidated Parent Company
  Nine-month period ended September 30,
  2024 2023 2024 2023
         
Non-cash transactions:        
Additions to PP&E with capitalized loans and borrowing costs 125 74 125 74

 

 

10. Accounts receivable

 

    Consolidated Parent Company
  Notes September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Receivables from contracts with customers          
Third parties          
Iron Solutions   11,969 16,489 1,957 1,352
Energy Transition Metals   4,086 3,598 -                                            -  
Other   116 15 82 59
Related parties 29(b) 446 428 26,148 35,770
Accounts receivable   16,617 20,530 28,187 37,181
Expected credit loss   (267) (213) (78) (67)
Accounts receivable, net   16,350 20,317 28,109 37,114

 

 

23 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

  

Provisionally priced commodities sales – The Company is mainly exposed to iron ore and copper price risk. The determination of the final sales price for these commodities is based on the pricing period outlined in the sales contracts, typically occurring after the revenue recognition date. Consequently, the Company initially recognizes revenue using a provisional invoice. Subsequently, the receivables associated with provisionally priced products are measured at fair value through profit or loss (note 19). Any fluctuations in the value of these receivables are reflected in the Company's net operating revenue.

 

The sensitivity of the Company’s risk related to the final settlement of provisionally priced accounts receivables is detailed below:

 

  September 30, 2024
  Thousand metric tons Provisional price (US$/ton) Variation

Effect on Revenue

(R$ million)

Iron ore 23,688 109 +/- 10% +/- 1,429
Copper 63 9,524 +/- 10% +/- 326

 

11. Inventories

 

  Consolidated Parent Company
  September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Finished products        
Iron Solutions 14,245 11,893 4,803 5,429
Energy Transition Metals 3,530 3,096 - -
  17,775 14,989 4,803 5,429
         
Work in progress 4,002 2,748 3 3
Consumable inventory 5,956 5,614 2,631 2,819
         
Net realizable value provision (i) (789) (672) (122) (154)
Total of inventories 26,944 22,679 7,315 8,097

(i) In the nine-month period ended September 30, 2024, the effect of provision for net realizable value was R$354 (US$69 million) (2023: R$224 (US$45 million)).

 

12. Suppliers and contractors

    Consolidated Parent Company
  Notes September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Brazil   17,533 16,757 15,675 14,825
Abroad   9,898 8,001 538 285
Related parties 29(b) 1,733 765 1,536 873
Total   29,164 25,523 17,749 15,983

 

The Company has supplier finance arrangements, which do not substantially modify the original liabilities terms and conditions and remain presented as suppliers. The outstanding balance related to those transactions was R$8,274 (US$1,519 million) as of September 30, 2024 (December 31, 2023: R$6,966 (US$1,438 million)), of which R$1,257 (US$231 million) (December 31, 2023: R$1,073 (US$221 million)) relates to the structure introduced by the Company with the exclusive purpose of enabling small and medium suppliers to anticipate their receivables with better interest rates, in line with Company’s social pillar.

 

 

 

24 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

13. Other financial assets and liabilities

 

    Consolidated
    Current Non-Current
  Notes September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Other financial assets          
Restricted cash   - - 65 22
Derivative financial instruments 18 1,214 1,311 479 2,635
Investments in equity securities   - - 300 217
    1,214 1,311 844 2,874
Other financial liabilities          
Derivative financial instruments 18 236 172 724 463
Other financial liabilities - Related parties 29(b) 648 1,404 - -
Liabilities related to the concession grant 13(a) 4,069 2,861 13,534 15,868
Advances and other financial obligations (i)   3,522 3,676 204 1
    8,475 8,113 14,462 16,332

 

    Parent Company
    Current Non-Current
  Notes September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Other financial assets          
Restricted cash   - - 23 22
Derivative financial instruments 18 1,142 1,107 445 2,567
Investments in equity securities   - - 115 108
    1,142 1,107 583 2,697
Other financial liabilities          
Derivative financial instruments 18 172 33 485 250
Pre-export payments - Related parties 29(b) 14,338 15,136 50,390 49,684
Other financial liabilities - Related parties 29(b) 2,680 3,753 -                                     -  
Liabilities related to the concession grant 13(a) 4,069 2,861 13,534 15,868
Advances and other financial obligations (i)   20 19 1 1
    21,279 21,802 64,410 65,803

 

(i) Includes advances received from customers and other financial obligations.

 

a) Liabilities related to the concession grant

 

  Consolidated Discount rate  
  December 31, 2023 Revision to estimates Monetary and present value adjustments Disbursements September 30, 2024 September 30, 2024 December 31, 2023 Remaining term of obligations
Payment obligation 5,472 - 417 (223) 5,666 11.04% 11.04% 33 years
Infrastructure investment 13,257 (531) 649 (1,438) 11,937 6.41% - 6.77% 5.17% - 5.54% 8 years
  18,729 (531) 1,066 (1,661) 17,603      
Current liabilities 2,861       4,069      
Non-current liabilities 15,868       13,534      
Liabilities 18,729       17,603      

 

The Company is currently discussing with the Brazilian Ministry of Transport the general conditions for Estrada de Ferro Carajás (“EFC”) and Estrada de Ferro Vitória a Minas (“EFVM”) concessions contracts, both of which are currently being fulfilled by Vale in accordance with the contracts in place.

The potential change in the agreements is still uncertain as it is subject to conclusion of the negotiations and approval by the Company and relevant authorities. Any changes to the existing obligation will be recorded after the conclusion of the negotiations and based on the final terms agreed.

Therefore, until there is any change in the existing concession contracts, the Company will continue to comply with its obligations under the agreements, which are reflected in the Company’s liability recorded in these interim financial statements.

 

25 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

14. Investments in associates and joint ventures

 

  Business % ownership December 31, 2023 Additions and capitalizations Equity results in income statement Dividends declared Translation adjustment Fair value remeasurement Other Transfer September 30, 2024
Direct subsidiaries                      
In Brazil                      
Companhia Portuária da Baía de Sepetiba Iron ore 100.00 377 195 130 (74) - - - - 628 
Minerações Brasileiras Reunidas S.A. Iron ore 100.00 1,943 - 109 - - - (219) - 1,833
Minerações Brasileiras Reunidas S.A. – Goodwill - - 4,060 - - - - - - - 4,060
Tecnored Desenvolvimento Tecnológico S.A. Iron ore 100.00 113 85 (83) - - - - - 115
Valepar – Goodwill - - 3,073 - - - - - - - 3,073
Aliança Geração de Energia S.A. (iii) (iv) Iron ore 100.00 - 2,737 67 - - 1,693 182 1,653 6,332
Other - - 652 72 (128) (12) - - (45) - 539
Abroad                      
Vale Holdings B.V. (i) (ii) Holding 100.00 104,526 - 8,635 - 3.606 - 5,221 (13,946) 108,042
Other - - 41 273 (93) - 13 - - - 234 
      114,785 3,362 8,637 (86) 3.619 1,693 5,139 (12,293) 124,856
Associates and joint ventures                      
In Brazil                      
Aliança Geração de Energia S.A. (iv) Energy 55.00 1,725 - 16 - - - (88) (1,653) -
Aliança Norte Energia Participações S.A. Energy 51.00 514 - (38) - - - - - 476
Baovale Mineração S.A. Iron ore 50.00 136 - 9 (4) - - (6) - 135
Companhia Coreano-Brasileira de Pelotização Pellets 50.00 354 - 112 - - - - - 466
Companhia Hispano-Brasileira de Pelotização Pellets 50.89 239 - 48 (33) - - - - 254
Companhia Ítalo-Brasileira de Pelotização Pellets 50.90 299 - 69 - - - 31 - 399
Companhia Nipo-Brasileira de Pelotização Pellets 51.00 729 - 164 (39) - - - - 854
Samarco Mineração S.A. (note 24) Pellets 50.00 - - - - - - - - -
MRS Logística S.A. Logistics 49.01 3,096 - 539 - - - 1 - 3,636
VLI S.A. Logistics 29.60 1,672 - 407 - - - (1) - 2,078
Other - - 297 - 10 (4) - - (2) - 301
Vale Oman Distribution Center (i) Logistics 50.00 - - - - (56) - - 3,325 3,269
PT Vale Indonesia Tbk (i) Energy transition metals 33.88 - - 26 - (213) - 20 10,621 10,454 
Consolidated total investment     9,061 - 1,362 (80) (269) - (45) 12,293 22,322
Parent Company's total investment     123,846 3,362 9,999 (166) 3,350 1,693 5,094 - 147,178
Other results in investments (v)     - - (3,336) - - - - - -
Equity results and other results     - - 6,663 - - - - - -

(i) It refers to the reclassification of the investment in subsidiaries to investment in associates and joint ventures due to the loss of control over Vale Oman Distribution Center (“VODC”) and PT Vale Indonesia Tbk (“PTVI”), after the closing of the divestment transactions (notes 15a and 15c).

(ii) The amount presented in the “other” column refers substantially to the gain of R$4,593 (US$895 million) recognized in equity due to the conclusion of the transaction in which Manara Minerals acquires a 10% interest in Vale Base Metals Limited (note 15d).

(iii) The amounts presented in the “additions and capitalizations” and “fair value remeasurement” columns refer, respectively, to the acquisition of the 45% interest held by Cemig Geração e Transmissão S.A. and the gain resulting from the fair value remeasurement of the 55% interest already held by Vale (note 15b).

(iv) The amount presented in the “transfer” column refers to the reclassification of the investment in joint venture to investment in subsidiary due to the acquisition of control over Aliança Geração de Energia S.A. (note 15b).

(v) It refers mainly to the expense with the additional provision for Samarco in the amount of R$5,299 (US$956 million) (note 24), net of the gain of R$1,693 (US$305 million) due to the acquisition of Aliança Geração de Energia S.A. (note 15b). 

 

26 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

15. Acquisitions and divestitures

 

          Consolidated
    Three-month period ended September 30, 2024 Nine-month period ended September 30, 2024
  Reference Results on disposals of non-current assets Equity results and other results in associates and joint ventures Results on disposals of non-current assets Equity results and other results in associates and joint ventures
Vale Oman Distribution Center 15(a) 6,776 - 6,776 -
Aliança Geração de Energia S.A. 15(b) - 1,693 - 1,693
PT Vale Indonesia Tbk 15(c) - - 5,710 -
    6,776 1,693 12,486 1,693
           
           
          Consolidated
    Three-month period ended September 30, 2023 Nine-month period ended September 30, 2023
  Reference Results on disposals of non-current assets Equity results and other results in associates and joint ventures Results on disposals of non-current assets Equity results and other results in associates and joint ventures
Mineração Rio do Norte 15(f) -   - (448)
Companhia Siderúrgica do Pecém 15(h) - (9) - 181
    - (9) - (267)
           

a) Divestment on Vale Oman Distribution Center (“VODC”) – VODC operates a maritime terminal with access to the Port of Sohar in Oman, featuring a deep-water jetty and an integrated iron ore blending and distribution center with a nominal capacity of 40 Mtpy.

 

In August 2024, the Company established a joint venture with AP Oryx Holdings LLC (“Apollo”) through a binding agreement to sell 50% equity interest in VODC for R$3,325 (US$600 million). The transaction was completed in September 2024, reducing Vale’s stake in VODC from 100% to 50% and changing its status from a subsidiary to a joint venture.

 

With this transaction, Vale shared control over VODC with Apollo and, from then on, will no longer consolidate VODC, which will be accounted for as a joint venture using the equity method.

 

As a result of the transaction, the Company recognized a gain of R$6,776 (US$1,222 million) in the income statement as “Other operating expenses, net”. This gain is due to (i) the result of the sale of the equity interest in the amount of R$3,078 (US$555 million), (ii) the result of the remeasurement to fair value of the remaining interest in the amount of R$3,078 (US$555 million), and (iii) the reclassification to income statement of the cumulative translation adjustments in the amount of R$620 (US$112 million). The effects of this transaction are summarized below:

 

  September 26, 2024
Sale of the 50% equity interest  
Cash received   3,325
Derecognition of VODC’s net assets (247)
Gain on sale of equity interest 3,078
   
Remeasurement of the 50% interest retained  
Fair value of 50% interest retained   3,325
Derecognition of VODC’s net assets (247)
Gain on remeasurement of equity interest 3,078
   
Other effects of the deconsolidation  
Gain on the reclassification of cumulative translation adjustments   620
Gain on the transaction recorded in the income statement   6,776

 

 

 

b) Acquisition of Aliança Geração de Energia S.A. (“Aliança Energia”) – Aliança Energia operates power generation assets in Brazil, with a portfolio of seven hydroelectric plants in the state of Minas Gerais and three operational wind farms in the states of Rio Grande do Norte and Ceará. The company was established in 2015 by Vale and Cemig Geração e Transmissão S.A. (“Cemig GT”) as a jointly controlled entity.

 

27 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

On March 2024, the Company entered into an agreement with Cemig GT to acquire its 45% stake in Aliança Energia. The decision was taken in the context of the divestment plan announced to the market by Cemig GT in 2020, and Vale chose to exercise its preferential right of acquisition.

On August 2024, the transaction was completed for the amount of R$2,737 (US$493 million), and Vale became the sole owner of Aliança Energia. As a result, the Company recorded a gain of R$1,693 (US$305 million) in the income statement as “Results from investments and other results in associates and joint ventures,” due to the remeasurement to fair value of the previously held equity interest and began to consolidate Aliança Energia in its financial statements.

The fair value of the identifiable assets acquired, and liabilities assumed as a result of the acquisition are presented below:

    Aliança Energia
  Notes August 13, 2024
Identifiable assets acquired    
Cash and equivalents   525
Intangibles 16 4,602
Property, plant, and equipment 17 3,182
Other   222
    8,531
Liabilities assumed    
Loans and borrowings 9(c) 1,360
Deferred income taxes 7(b) 1,734
Other   780
    3,874
Net assets acquired   4,657

 

As disclosed below, the deferred tax liability recognized on the difference between the fair value and the book value of the net assets acquired results in goodwill, which is not deductible for tax purposes.

 

  Notes August 13, 2024
Consideration transferred for acquisition of the 45% equity interest held by Cemig GT   2,737
Fair value of the 55% stake previously held by Vale   3,346
Total [A]   6,083
     
Fair value of net assets acquired   6,083
(-) Deferred tax liability on the difference between the fair value and the book value of net assets   (1,426)
Total net assets [B]   4,657
     
Goodwill [A-B] 16 1,426

 

c) Divestment on PT Vale Indonesia Tbk (“PTVI”) – PTVI has a contract of work with the government of Indonesia to operate its mining licenses (“Contract of Work”), expiring in December 2025. To extend the period of the mining licenses beyond 2025, PTVI must meet certain requirements under the Contract of Work, including the commitment to meet a threshold of Indonesian participants in its shareholding structure.

 

In November 2023, the Company signed a Heads of Agreement with PT Mineral Industri Indonesia (“MIND ID”) and Sumitomo Metal Mining Co., Ltd. (“SMM”) regarding the divestment obligation in PTVI. Therefore, since the year ended December 31, 2023, PTVI assets and liabilities were classified as held for sale.

 

In June 2024, the transaction was concluded, and the Company reduced its interests in PTVI in approximately 10.5%. This divestment was carried out through (i) the issuance of PTVI’s new shares, thereby diluting Vale in 2.1%, and (ii) by the direct sale of 8.4% of Vale’s shares to MIND ID. As a result of the transaction, MIND ID became PTVI's largest shareholder, holding approximately 34.0% of the issued shares, with the Company and SMM holding approximately 33.9% and 11.5%, respectively. The completion of the transaction fulfills the divestment obligations of the Contract of Work and satisfies a key condition for PTVI to extend its mining license until 2035, with potential extension beyond this period subject to certain requirements.

 

28 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

With the transaction, Vale received R$862 (US$155 million) for its shares and lost control over PTVI and so, the Company will no longer consolidate PTVI, which will be accounted for as an associate under the equity method due to the significant influence it will retain over PTVI.

 

As result, the Company recognized a gain of R$5,710 (US$1,059 million) in the income statement for the nine-month period ended September 30, 2024, as "Other operating expenses, net". This gain is due to the reclassification of cumulative translation adjustments of R$5,728 (US$1,063 million) and the gain on remeasurement of the interest retained at fair value of the R$3,654 (US$657 million), net of the loss on the reduction in PTVI stake in the amount of R$3,672 (US$661 million). The effects of this transaction are summarized below:

 

  June 28, 2024
Cash consideration received 862
Fair value of 33.9% interest retained (i) 10,621
   
Effects of the deconsolidation:  
Derecognition of net assets of PTVI (20,551)
Gain on derecognition of noncontrolling shareholders 9,050
Gain on the reclassification of cumulative translation adjustments 5,728
Gain on the transaction recorded in the income statement 5,710

 

(i) The fair value of the 33.9% retained interest was estimated based on a third-party valuation report. The valuation considered the discounted cash flow method. The key assumptions considered were (i) discount rate of 7.75% with incremental risk premium of around 1.00% on certain assets, (ii) asset life through to 2065, and (iii) range of expected nickel prices from US$/t 17,501 to US$/t 21,000.

 

 

Balance sheet of PTVI classified as held for sale

 

  December 31, 2023
Assets  
Cash and cash equivalents 3,401
Accounts receivable 99
Inventories 390
Taxes 566
Investments 62
Property, plant and equipment 13,515
Intangible 337
Other assets 671
  19,041
Liabilities  
Suppliers and contractors 833
Deferred income taxes 1,031
Other liabilities 850
  2,714
Net assets held for sale 16,327

 

d) Strategic partnership in the Energy Transition Metals business – In July 2023, the Company signed a binding agreement with Manara Minerals, a joint venture between Ma’aden and Saudi Arabia’s Public Investment Fund, under which Manara Minerals would make an equity investment in Vale Base Metals Limited (“VBM”), the holding entity for Vale’s Energy Transition Metals Business that was a wholly owned subsidiary. At the same time, Vale and Engine No. 1 entered into another binding agreement for an equity investment in VBM.

 

In April 2024, the Company concluded the transaction with Manara Minerals to sell 10% of the business for R$12,697 (US$2,455 million), which was fully contributed to VBM thereby diluting Vale to a 90% equity interest, retaining control over VBM. As a result, Vale recognized a gain from the sale in the amount of R$4,593 (US$895 million), of which R$7,828 (US$1,514 million) was attributable to noncontrolling interests recorded in the equity as "Transactions with noncontrolling interests".

 

Additionally, in April 2024, Vale and Engine No. 1 agreed to not proceed with the transaction, which was discontinued, without any penalties to both parties.

 

29 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

e) Acquisition of equity interest in Anglo American Minério de Ferro Brasil S.A. (“Anglo American Brasil”) – In February 2024, the Company entered into a binding agreement with Anglo American plc for the acquisition of 15% interest in Anglo American Brasil, the company that currently owns the Minas-Rio complex (“Minas-Rio”), in Brazil. Under the terms agreed, Vale will contribute with Serra da Serpentina iron ore resources and a cash contribution of R$861 (US$158 million), subject to adjustments at the closing date. Additionally, depending on the future iron ore prices, there may be an adjustment in the transaction price and the fair value adjustments of this mechanism will be recognized in the Company's income statements accordingly.

 

Following completion of the transaction, Vale will receive its pro-rata share of Minas-Rio production and the Company will also have an option to acquire an additional 15% shareholding in Minas-Rio. The option will be exercised at fair value, calculated at the time of exercise.

 

The closing of the transaction is subject to the usual conditions precedent and expected to occur in fourth quarter of 2024. Upon completion of the transaction, Anglo American Brasil will be an associate of Vale and the investment will be accounted for under the equity method.

 

f) Mineração Rio do Norte S.A. (“MRN”) – In April 2023, Vale signed a binding agreement with Ananke Alumina S.A. to sell its 40% stake in MRN, which has been impaired in full since 2021. Due to certain remaining commitments of the agreement, the Company recognized a provision of R$448 (US$93 million) with the corresponding impact in the income statement for the nine-month period ended September 30, 2023, as “Equity results and other results in associates and joint ventures”. As a result, in November 2023 the Company concluded the transaction and transferred its shares in MRN to Ananke Alumina S.A.

g) Vale Oman Pelletizing Company LLC (“VOPC”) – In February 2023, OQ Group exercised their option to sell its 30% noncontrolling interest held in VOPC, a subsidiary consolidated by the Company. As a result, in April 2023, the Company completed the transaction and acquired the minority interest previously held by the OQ Group for R$653 (US$130 million), resulting in a gain of R$15 (US$3 million), recorded in equity as “Transactions with of noncontrolling interests”, since it resulted from a transaction between shareholders. Upon closing, Vale owns 100% of VOPC's share capital.

 

h) Companhia Siderúrgica do Pecém (“CSP”) – In July 2022, the Company and the other shareholders of CSP signed a binding agreement with ArcelorMittal Brasil S.A. (“ArcelorMittal”) for the sale of CSP. In March 2023, the Company completed the sale of its interest in CSP to ArcelorMittal, for R$11,147 (US$2,194 million), which was fully used to prepay most of the outstanding net debt of R$11,665 (US$2,296 million). The remaining balance was settled by the shareholders and so Vale disbursed R$346 (US$67 million) upon completion of the transaction. The Company also derecognized its financial liability related to the guarantee granted to CSP, leading to a gain of R$181 (US$35 million) recorded as “Equity results and other results in associates and joint ventures” for the nine-month period ended September 30, 2023.

 

16. Intangibles

 

    Consolidated
  Notes Goodwill Concessions Software Research and development project Total
Balance as of December 31, 2023   15,799 37,226 502 2,782 56,309
Additions   - 670 245 - 915
Disposals   - (28) - (23) (51)
Amortization   - (1,031) (217) - (1,248)
Acquisition of Aliança Energia (i) 15(b) 1,426 4,581 - 21 6,028
Translation adjustment   912 - 10 - 922
Balance as of September 30, 2024   18,137 41,418 540 2,780 62,875
Cost   18,137 50,833 3,452 2,780 75,202
Accumulated amortization   - (9,415) (2,912) - (12,327)
Balance as of September 30, 2024   18,137 41,418 540 2,780 62,875
             
Balance as of December 31, 2022   16,643 33,570 454 2,754 53,421
Additions   3 1,001 136 23 1,163
Disposals                                -   (111)                              -                                -   (111)
Amortization                                -   (937) (153)                              -   (1,090)
Translation adjustment   (384)                              -   (4)                              -   (388)
Balance as of September 30, 2023   16,262 33,523 433 2,777 52,995
Cost   16,262 41,507 2,986 2,777 63,532
Accumulated amortization                                -   (7,984) (2,553)                              -   (10,537)
Balance as of September 30, 2023   16,262 33,523 433 2,777 52,995

 

(i) The concessions refer to the authorizations for hydroelectric plants and wind farms of Aliança Energia.

 

 

30 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

  

  Parent Company
  Concessions Software Research and development project Total
Balance as of December 31, 2023 37,226 386 2,754 40,366
Additions 670 180 - 850
Disposals (28) - - (28)
Amortization (1,021) (126) - (1,147)
Balance as of September 30, 2024 36,847 440 2,754 40,041
Cost 46,078 1,958 2,754 50,790
Accumulated amortization (9,231) (1,518) - (10,749)
Balance as of September 30, 2024 36,847 440 2,754 40,041
         
Balance at December 31, 2022 33,570 316 2,754 36,640
Additions 1,001 110                              -   1,111
Disposals (111)                              -                                -   (111)
Amortization (937) (103)                              -   (1,040)
Restructuring of nickel and copper operations held by Vale - (12) - (12)
Balance as of September 30, 2023 33,523 311 2,754 36,588
Cost 41,507 1,667 2,754 45,928
Accumulated amortization (7,984) (1,356)                              -   (9,340)
Balance as of September 30, 2023 33,523 311 2,754 36,588

 

17. Property, plant, and equipment

 

    Consolidated
  Notes Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Other Constructions in progress Total
Balance as of December 31, 2023   48,989 44,730 21,543 33,524 12,645 6,579 12,028 54,264 234,302
Additions (i)   - - - - - (7) - 21,905 21,898
Disposals   (28) (128) (43) (39) (22)                         -   (7) (524) (791)
Assets retirement obligation 25(b) - - - (507) - - - - (507)
Depreciation, depletion and amortization   (1,731) (2,131) (2,737) (1,677) (612) (684) (1,270) - (10,842)
Acquisition of Aliança Energia 15(b) 152 484 1,826 10 - 19 284 407 3,182
Deconsolidation of VODC 15(a)                            -   (48) (543) (52) - (2,908)                          -   (92) (3,643)
Translation adjustment   882 575 854 1,919 10 660 491 2,002 7,393
Transfers   2,941 4,890 2,663 906 514 - 1,224 (13,138) -
Balance as of September 30, 2024   51,205 48,372 23,563 34,084 12,535 3,659 12,750 64,824 250,992
Cost   90,104 79,211 56,324 81,044 21,950 7,796 28,104 64,824 429,357
Accumulated depreciation   (38,899) (30,839) (32,761) (46,960) (9,415) (4,137) (15,354) - (178,365)
Balance as of September 30, 2024   51,205 48,372 23,563 34,084 12,535 3,659 12,750 64,824 250,992
                     
Balance as of December 31, 2022   46,505 41,961 26,006 37,109 12,912 7,592 13,732 48,655 234,472
Additions (i)   - - - - - 160 -   20,416 20,576
Disposals   (95) (47) (65) (33) (33) -   (11) (583) (867)
Assets retirement obligation 25(b) - - - (983) - - - - (983)
Depreciation, depletion and amortization   (1,706) (1,925) (2,751) (1,712) (617) (697) (1,224)                       -   (10,632)
Translation adjustment   (502) (255) (525) (955) (12) (226) (205) (774) (3,454)
Transfers   6,978 4,680 3,044 1,406 544 -   (459) (16,193) -
Balance as of September 30, 2023   51,180 44,414 25,709 34,832 12,794 6,829 11,833 51,521 239,112
Cost   90,318 71,125 61,657 79,188 21,810 10,902 25,808 51,521 412,329
Accumulated depreciation   (39,138) (26,711) (35,948) (44,356) (9,016) (4,073) (13,975) -   (173,217)
Balance as of September 30, 2023   51,180 44,414 25,709 34,832 12,794 6,829 11,833 51,521 239,112

 

 

31 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

    Parent Company
  Notes Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Other Constructions in progress Total
Balance as of December 31, 2023   31,675 34,918 12,093 9,452 12,538 1,284 6,635 32,814 141,409
Additions (i)   - - - - - 26 - 15,457 15,483
Disposals   (27) (125) (14) - (21) - (5) (424) (616)
Assets retirement obligation 25(b) - - - (523) - - - - (523)
Depreciation, depletion and amortization   (1,065) (1,406) (1,535) (574) (603) (277) (1,017) - (6,477)
Transfers   2,676 4,577 2,055 (17) 506         -   1,238 (11,035) -
Balance as of September 30, 2024   33,259 37,964 12,599 8,338 12,420 1,033 6,851 36,812 149,276
Cost   48,447 55,054 27,493 13,519 21,744 2,722 17,005 36,812 222,796
Accumulated depreciation   (15,188) (17,090) (14,894) (5,181) (9,324) (1,689) (10,154) - (73,520)
Balance as of September 30, 2024   33,259 37,964 12,599 8,338 12,420 1,033 6,851 36,812 149,276
                     
Balance as of December 31, 2022   30,009 33,417 11,864 10,263 12,583 1,514 8,175 28,497 136,322
Additions (i)   - - - - - 88 -   13,618 13,706
Disposals   (77) (24) (48) (32) (33) -    (9) (352) (575)
Assets retirement obligation 25(b) - - - 298 - - - - 298
Depreciation, depletion and amortization   (948) (1,317) (1,240) (571) (585) (276) (985) - (5,922)
Transfers   4,865 3,551 1,972 65 539         -    (583) (10,409) -
Balance as of September 30, 2023   30,539 34,444 12,068 7,513 12,503 1,325 6,394 29,976 134,762
Cost   44,612 49,528 25,016 11,725 21,029 2,840 15,472 29,976 200,198
Accumulated depreciation   (14,073) (15,084) (12,948) (4,212) (8,526) (1,515) (9,078) - (65,436)
Balance as of September 30, 2023   30,539 34,444 12,068 7,513 12,503 1,325 6,394 29,976 134,762

 

(i) Includes capitalized interest, when applicable.



For more details regarding right of use and lease liability see note 22.

18. Financial and capital risk management

 

a) Effects of derivatives on the statement of financial position

 

  Consolidated
  September 30, 2024 December 31, 2023
  Assets Liabilities Assets Liabilities
Foreign exchange and interest rate risk        
CDI & TJLP vs. US$ fixed rate swap 88 338 526 144
IPCA swap - 306 - 196
Dollar swap and forward transactions 1,499 90 3,148 -
SOFR swap 7 166 19 138
  1,594 900 3,693 478
Commodities price risk        
Gasoil, Brent and freight 84 47 253 110
Energy Transition Metals 15 10 - 38
  99 57 253 148
Other - 3 - 9
         
Total 1,693 960 3,946 635

 

 

32 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

b) Net exposure

 

    Consolidated
  September 30, 2024 December 31, 2023
Foreign exchange and interest rate risk    
CDI & TJLP vs. US$ fixed rate swap (250) 382
IPCA swap (306) (196)
Dollar swap and forward transactions 1,409 3,148
SOFR swap (159) (119)
  694 3,215
Commodities price risk    
Gasoil, Brent and freight 37 143
Energy Transition Metals 5 (38)
  42 105
     
Other (3) (9)
     
Total 733 3,311

 

c)       Effects of derivatives on the income statement

 

      Consolidated
      Gain (loss) recognized in the income statement
  Three-month period ended September 30, Nine-month period ended September 30,
  2024 2023 2024 2023
Foreign exchange and interest rate risk        
CDI & TJLP vs. US$ fixed rate swap 53 (119) (631) 817
IPCA swap 3 (36) (140) 112
Dollar swap and forward operations 562 (369) (1,267) 2,317
SOFR swap (249) 44 (28) 68
Treasury forwards 8 4 (41) 70
  377 (476) (2,107) 3,384
Commodities price risk        
Gasoil, Brent and freight (27) 234 (38) 126
Energy Transition Metals 1 (35) 2 (42)
  (26) 199 (36) 84
Other 4 - 7 9
         
Total 355 (277) (2,136) 3,477

 

d) Effects of derivatives on the cash flows

 

  Consolidated
  Financial settlement inflows (outflows)
  Nine-month period ended September 30,
  2024 2023
Foreign exchange and interest rate risk    
CDI & TJLP vs. US$ fixed rate swap (9) (24)
IPCA swap (30) 8
Dollar swap and forward operations 472 804
LIBOR swap - 19
SOFR swap 24 -
Treasury forwards (41) 70
  416 877
Commodities price risk    
Gasoil, Brent and freight 85 21
Energy Transition Metals (42) 24
  43 45
     
Derivatives designated as cash flow hedge accounting    
Nickel - 282
  - 282
Total 459 1,204

 

33 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

e) Market risk - Foreign exchange and interest rates

 

Protection programs for the R$ denominated debt instruments and other liabilities

 

  Notional     Fair value Financial Settlement Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2024 December 31, 2023 Index Average rate September 30, 2024 December 31, 2023 September 30, 2024 September 30, 2024 2024 2025 2026+
CDI vs. US$ fixed rate swap         (34) 516 9 70 5 18 (57)
Receivable R$ 4,317 R$ 5,162 CDI 100.00%              
Payable US$ 1,000 US$ 1,196 Fix 1.70%              
                       
TJLP vs. US$ fixed rate swap         (216) (134) (18) 10 (15) (45) (156)
Receivable R$ 586 R$ 694 TJLP + 1.06%              
Payable US$ 146 US$ 173 Fix 3.45%              
                       
          (250) 382 (9) 80 (10) (27) (213)
                       
IPCA swap vs. US$ fixed rate swap         (306) (197) (30) 14 (10) (47) (249)
Receivable R$ 872 R$ 1,078 IPCA + 4.54%              
Payable US$ 216 US$ 267 Fix 3.86%              
                       
          (306) (197) (30) 14 (10) (47) (249)
                       
R$ fixed rate vs. US$ fixed rate swap         1,351 2,905 559 168 515 830 6
Receivable R$ 13,101 R$ 12,660 Fix 6.72%              
Payable US$ 2,514 US$ 2,431 Fix 0.10%              
                       
Forward R$ 6,922 R$ 1,209 B 5.39 58 243 (87) 83 (2) 53 7
                       
          1,409 3,148 472 251 513 883 13

 

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

 

 

Instrument Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

CDI vs. US$ fixed rate swap R$ depreciation (34) (1,415) (2,795)
  US$ interest rate inside Brazil decrease (34) (164) (303)
  Brazilian interest rate increase (34) (163) (290)
         
TJLP vs. US$ fixed rate swap R$ depreciation (216) (411) (606)
  US$ interest rate inside Brazil decrease (216) (233) (252)
  Brazilian interest rate increase (216) (242) (265)
  TJLP interest rate decrease (216) (232) (249)
         
IPCA swap vs. US$ fixed rate swap R$ depreciation (306) (595) (884)
  US$ interest rate inside Brazil decrease (306) (333) (361)
  Brazilian interest rate increase (306) (349) (390)
  IPCA index decrease (306) (326) (347)
         
         
R$ fixed rate vs. US$ fixed rate swap R$ depreciation 1,351 (1,968) (5,287)
  US$ interest rate inside Brazil decrease 1,351 1,247 1,141
  Brazilian interest rate increase 1,351 1,129 918
         
Forward R$ depreciation 58 (1,596) (3,249)
  US$ interest rate inside Brazil decrease 58 27 (5)
  Brazilian interest rate increase 58 2 (52)

 

 

34 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

Protection program for interest rate US$ denominated debt

 

  Notional     Fair value Financial Settlement Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2024 December 31, 2023 Index Average rate September 30, 2024 December 31, 2023 September 30, 2024 September 30, 2024 2024 2025 2026+
SOFR vs. US$ fixed rate swap          (159)  (119)  24  24  -     (16)  (143)
Receivable US$ 2,150 US$ 2,300 SOFR 0.00%              
Payable US$ 2,150 US$ 2,300 Fix 3.77%              

 

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

 

 

Instrument   Instrument's main risk events   Fair value  

Scenario I

(∆ of 25%)

 

Scenario II

(∆ of 50%)

SOFR vs. US$ fixed rate swap   US$ SOFR decrease   (159)   (382)   (611)
                 

f) Protection program for product prices and input costs

 

  Notional     Fair value Financial settlement Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2024 December 31, 2023 Bought / Sold Average strike (US$) September 30, 2024 December 31, 2023 September 30, 2024 September 30, 2024 2024 2025
Brent crude oil (bbl)                    
Call options 14,192,250 19,907,250 B 90 84 219 3 20 2 82
Put options 14,192,250 19,907,250 S 56 (47) (109) - 14 (5) (42)
                     
Forward Freight Agreement (days)                    
Freight forwards - 1,210 B - - 33 82 - - -
          37 143 85 34 (3) 40

 

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

 

Instrument Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

Brent crude oil (bbl)        
Options Price input decrease 37 (410) (1,531)
         
Forward Freight Agreement (days)        
Forwards Freight price decrease - - -

 

g) Other derivatives, including embedded derivatives in contracts

 

  Notional     Fair value Financial settlement Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2024 December 31, 2023 Bought / Sold Average strike (US$/ton) September 30, 2024 December 31, 2023 September 30, 2024 September 30, 2024 2024 2025+
Fixed price nickel sales protection (ton)                    
Nickel forwards 3,992 3,322 B 17,392 5 (38) (42) 14 (1) 6
                     
          5 (38) (42) 14 (1) 6
                     

Embedded derivative (pellet price) in

natural gas purchase (volume/month)

                   
Call options 746,667 746,667 S 233 (3) (9) - 4 (3) -
                     
          (3) (9) - 4 (3) -

 

 

35 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

  

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

 

Instrument Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

Fixed price sales protection (ton)        
Forwards Nickel price decrease 5 (89) (183)
         
         

Embedded derivative (pellet price) in natural gas

purchase agreement (volume/month)

       
Embedded derivatives - Gas purchase Pellet price increase (3) (14) (36)
         

 

h) Hedge accounting

 

    Consolidated
  Gain (loss) recognized in the other comprehensive income
  Three-month period ended September 30, Nine-month period ended September 30,
  2024 2023 2024 2023
Net investments hedge 192 (337) (1,147) 386
Cash flow hedge (i) - (83) - (4)

 

(i) In 2023, the Company had a nickel revenue hedge program contracted, which expired on December 31, 2023. In 2024, there was no revenue hedge programs in place.

 

i) Financial counterparties’ ratings

 

The transactions of derivative instruments, cash and cash equivalents, as well as short-term investments are held with financial institutions whose exposure limits are periodically reviewed and approved by the delegated authority. The financial institutions credit risk is performed through a methodology that considers, among other information, ratings provided by international rating agencies.

 

The table below presents the ratings in foreign currency as published by Moody’s regarding the main financial institutions used by the Company to contract financial instruments, including derivative financial instruments.

 

  Consolidated
  September 30, 2024 December 31, 2023
  Cash and cash equivalents and investment Derivatives Cash and cash equivalents and investment Derivatives
Aa2 4,225 5 1,638 -
Aa3 - - 205 -
A1 10,988 115 9,790 241
A2 1,660 636 1,497 1,419
A3 3,766 40 899 106
Baa1 5 - 9 -
Baa2 58 - 76 -
Ba1 (i) 2,617 628 413                       -  
Ba2 (i) 2,010 269 1,391 1,522
Ba3 (i) - - 1,806 658
  25,329 1,693 17,724 3,946

 

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

 

36 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

19. Financial assets and liabilities

 

a) Classification

 

The Company classifies its financial instruments in accordance with the purpose for which they were acquired, and determines the classification and initial recognition according to the following categories:

 

    Consolidated
    September 30, 2024   December 31, 2023
Financial assets Notes Amortized cost At fair value through OCI

At fair value through

profit or loss

Total Amortized cost At fair value through OCI

At fair value through

profit or loss

Total
Current                  
Cash and cash equivalents 21 25,039 - - 25,039 17,474 - - 17,474
Short-term investments 21 - - 290 290 - - 250 250
Derivative financial instruments 18 - - 1,214 1,214 - - 1,311 1,311
Accounts receivable 10 4,422 - 11,928 16,350 1,749 - 18,568 20,317
Judicial deposits 26(c) - - - - 2,956 - - 2,956
    29,461 - 13,432 42,893 22,179 - 20,129 42,308
Non-current                  
Judicial deposits 26(c) 3,304 - - 3,304 3,861 - - 3,861
Restricted cash 13 65 - - 65 22 - - 22
Derivative financial instruments 18 - - 479 479 - - 2,635 2,635
Investments in equity securities 13 - 300 - 300 - 217 - 217
    3,369 300 479 4,148 3,883 217 2,635 6,735
Total of financial assets   32,830 300 13,911 47,041 26,062 217 22,764 49,043
                   
Financial liabilities                  
Current                  
Suppliers and contractors 12 29,164 - - 29,164 25,523 - - 25,523
Derivative financial instruments 18 - - 236 236 - - 172 172
Loans and borrowings 21 4,585 - - 4,585 3,986 - - 3,986
Leases 22 855 - - 855 954 - - 954
Liabilities related to the concession grant 13(a) 4,069 - - 4,069 2,861 - - 2,861
Other financial liabilities - Related parties 29 648 - - 648 1,404 - - 1,404
Advances and other financial obligations 13 3,522 - - 3,522 3,676 - - 3,676
    42,843 - 236 43,079 38,404 - 172 38,576
Non-current                  
Derivative financial instruments 18 - - 724 724 - - 463 463
Loans and borrowings 21 68,530 - - 68,530 56,389 - - 56,389
Leases 22 3,311 - - 3,311 6,075 - - 6,075
Participative shareholders' debentures 20 - - 13,108 13,108 - - 13,912 13,912
Liabilities related to the concession grant 13(a) 13,534 - - 13,534 15,868 - -   15,868
Other financial obligations 13 203 - 1 204 - - 1 1
    85,578 - 13,833 99,411 78,332 - 14,376 92,708
Total of financial liabilities   128,421 - 14,069 142,490 116,736 - 14,548 131,284

 

 

37 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

b) Hierarchy of fair value

      Consolidated
      September 30, 2024 December 31, 2023
  Notes Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets                  
Short-term investments 21 290 - - 290 250 - - 250
Derivative financial instruments 18 - 1,693 - 1,693 - 3,946 - 3,946
Accounts receivable 10 - 11,928 - 11,928 - 18,568 - 18,568
Investments in equity securities 13 - 300 - 300 - 217 - 217
    290 13,921 - 14,211 250 22,731 - 22,981
                   
Financial liabilities                  
Derivative financial instruments 18 - 960 - 960 - 635 - 635
Participative shareholders' debentures 20 - 13,108 - 13,108 - 13,912 - 13,912
Other financial obligations 13 - 1 - 1 - 1 - 1
    - 14,069 - 14,069 - 14,548 - 14,548

 

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

 

c) Fair value of loans and borrowings

 

  Consolidated
  September 30, 2024 December 31, 2023
  Carrying amount Fair value Carrying amount Fair value
Quoted in the secondary market:        
 Bonds 39,795 41,437 35,112 35,845
Debentures 1,865 1,863 1,070 1,032
Debt contracts in Brazil in:        
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 1,204 1,204 1,211 1,211
Basket of currencies and bonds in US$ indexed to SOFR 818 872 740 816
Debt contracts in the international market in:        
US$, with variable and fixed interest 29,017 30,845 21,808 23,962
Other currencies, with variable interest 50 47 43 43
Other currencies, with fixed interest 366 382 391 410
Total 73,115 76,650 60,375 63,319

 

20. Participative shareholders’ debentures

 

 

  Financial result    
  Average price (R$) Three-month period ended September 30, Nine-month period ended September 30, Liabilities
  2024 2023 2024 2023 2024 2023 September 30, 2024 December 31, 2023
Participative shareholders’ debentures 33.74 30.99 509 137 72 1,510 13,108 13,912

 

On October 1st, 2024 (subsequent event), the Company made available for withdrawal as remuneration the amount of R$527 (US$97 million) for the first semester of 2024 (2023: R$535 (US$107 million) for the first semester of 2023).

 

On April 1st, 2024, the Company made available for withdrawal as remuneration the amount of R$766 (US$149 million) for the second semester of 2023 (2023: R$637 (US$127 million) for the second semester of 2022).

 

 

38 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

21. Loans, borrowings, cash and cash equivalents and short-term investments

 

a) Net debt

 

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

 

    Consolidated
  Note September 30, 2024 December 31, 2023
Loans and borrowings   73,115 60,375
Leases 22(b) 4,166 7,029
Gross debt   77,281 67,404
       
(-) Cash and cash equivalents   25,039 17,474
(-) Short-term investments (i)   290 250
(-) Cash and cash equivalents of PTVI 15(c) - 3,401
Net debt   51,952 46,279

 

(i) Substantially comprises investments in an exclusive investment fund, which portfolio is made by committed transactions and certificate of deposits (“CDB”).

 

 

b)    Cash and cash equivalents

 

 

  Consolidated
  September 30, 2024 December 31, 2023
R$ 4,773 4,612
US$ 18,534 12,182
Other currencies 1,732 680
Total 25,039 17,474

 

c)Loans and borrowings

 

i)Outstanding balance of loans and borrowings by type and currency

 

    Consolidated
    Current liabilities Non-current liabilities
  Average interest rate (i) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Quoted in the secondary market:          
US$ Bonds (ii) 6.05% - - 39,154 34,649
R$ Debentures 9.43% 399 463 1,428 573
Debt contracts in Brazil in (iii):          
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 9.91% 252 239 950 968
Basket of currencies and bonds in US$ indexed to SOFR 6.09% - - 817 726
Debt contracts in the international market in:          
US$, with variable and fixed interest 5.72% 2,838 2,416 25,835 19,104
Other currencies, with variable interest 4.45% - - 50 44
Other currencies, with fixed interest 3.94% 66 59 296 325
Accrued charges   1,030 809 - -
Total   4,585 3,986 68,530 56,389

 

    Parent Company
    Current liabilities Non-current liabilities
  Average interest rate (i) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Quoted in the secondary market:          
US$,Bonds 5.66% - - 2,676 2,378
R$, Debentures 8.73% 193 463 452 573
Debt contracts in Brazil in (iii):          
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 10.15% 239 239 789 968
Basket of currencies and bonds in US$ indexed to SOFR 6.09% - - 817 726
Debt contracts in the international market in:          
US$, with variable interest 5.85% 572 2,421 13,713 8,327
Other currencies, with variable interest 3.94% - - 51 44
Accrued charges   104 251 - -
Total   1,108 3,374 18,498 13,016

 

(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable as of September 30, 2024.

(ii) In June 2024, the Company issued bonds of R$5,558 (US$1 million) with a coupon of 6.45% per year, payable semi-annually, and maturing in 2054.

(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 3.22% per year in US$.

 

39 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 


The reconciliation of loans and financing with cash flows arising from financing activities is presented in note 9(C).

 

ii) Future flows of principal and interest of loans and borrowings payments

 

  Consolidated Parent Company
  Principal

Estimated future

interest payments (i)

Principal

Estimated future

interest payments (i)

2024 446 1,192 410 146
2025 4,864 4,411 717 1,166
2026 580 4,112 426 1,116
2027 9,294 3,775 4,097 971
Between 2028 and 2030 21,074 9,489 7,039 1,811
2031 onwards 35,827 19,212 6,813 2,719
Total 72,085 42,191 19,502 7,929

 

(i) Based on interest rate curves and foreign exchange rates applicable as of September 30, 2024 and considering that the payments of principal will be made on their contracted payments dates. The amount includes the estimated interest not yet accrued and the interest already recognized in the annual financial statements.

 

Covenants

 

Some of the Company’s loans and borrowings agreements with lenders contain financial covenants. The primary financial covenants in those agreements require maintaining certain ratios, such as leverage ratio and interest coverage. The Company did not identify any instances of noncompliance as of September 30, 2024.

 

 

22. Leases

a) Right of use

 

              Consolidated
  December 31, 2023 Additions and contract modifications Depreciation Acquisition of Aliança Energia Deconsolidation of VODC Translation adjustment September 30, 2024
Ports 3,040 - (206) - (2,908) 386 312
Vessels 2,008 (5) (169) - - 243 2,077
Pelletizing plants 933 - (192) - - - 741
Properties 388 (6) (84) - - 15 313
Energy plants 165 - (21) - - 16 160
Mining equipment 45 4 (12) 19 - - 56
Total 6,579 (7) (684) 19 (2,908) 660 3,659

 

b) Leases liabilities

 

  Consolidated
  December 31, 2023 Additions and contract modifications Payments (i) Interest Acquisition of Aliança Energia Deconsolidation of VODC Translation adjustment September 30, 2024
Ports 3,303 - (284) 95 - (3,232) 464 346
Vessels 1,922 (5) (237) 58 - - 230 1,968
Pelletizing plants 1,002 - (56) 30 - - - 976
Properties 491 (6) (74) 16 22 - 82 531
Energy plants 239 - (21) 10 - - 25 253
Mining equipment 72 4 (23) 5 - - 34 92
Total 7,029 (7) (695) 214 22 (3,232) 835 4,166
Current liabilities 954             855
Non-current liabilities 6,075             3,311
Total 7,029             4,166

 

(i) The total amount of the variable lease payments not included in the measurement of lease liabilities was R$998 (US$190 million)  recorded in the income statement in the nine-month period ended September 30, 2024 (2023: R$680 (US$136 million)).

 

40 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

Annual minimum payments and remaining lease term

 

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

 

Consolidated
    2024   2025   2026   2027   2028 onwards   Total   Remaining term (years)   Discount rate
Ports   135   35   68   7   105   349   2 to 19   4% to 5%
Vessels   326   84   302   292   1,330   2,335   1 to 9    3% to 4%
Pelletizing plants   247   240   85   85   482   1,139   1 to 9    2% to 6%
Properties   88   24   80   74   320   586   1 to 10    2% to 7%
Energy plants   51   13   35   30   225   352   2 to 6    5% to 6%
Mining equipment   57   19   33   7   6   122   1 to 4    3% to 6%
Total   904   415   603   495   2,468   4,883        

 

 

23. 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, Brazil. The failure released a flow of tailings debris, destroying some of Vale’s facilities, affecting local communities and disturbing the environment. The tailings released have caused an impact of around 315 km in extension, reaching the nearby Paraopeba River. The dam failure in Brumadinho (“event”) resulted in 270 fatalities or presumed fatalities and caused extensive property and environmental damage in the region.

 

As a result of the dam failure, the Company recognized provisions to meet its assumed obligations, including indemnification to those affected by the event, remediation of the impacted areas and compensation to the society. Changes in the provisions are shown below:

 

 

  Consolidated
  December 31, 2023 Revision to estimates Monetary and present value adjustments Disbursements September 30, 2024
Integral Reparation Agreement          
Payment obligations 2,720 (40) 198 (512) 2,366
Provision for socio-economic reparation and others 2,867 (198) 255 (553) 2,371
Provision for social and environmental reparation 4,080 (65) 249 (668) 3,596
  9,667 (303) 702 (1,733) 8,333
Other obligations          
Tailings containment, geotechnical safety and environmental reparation 3,311 11 223 (604) 2,941
Individual indemnification 403 (3) 34 (262) 172
Other 1,433 443 179 (479) 1,576
  5,147 451 436 (1,345) 4,689
           
Liability 14,814 148 1,138 (3,078) 13,022
           

The cash flow for obligations are estimated for an average period ranging from 5 to 7 years and were discounted to the present value at an annual rate in real terms, which increased from 5.31% on December 31, 2023, to 6.58% on September 30, 2024.

 

In addition, the Company has incurred expenses, which have been recognized straight to the income statement as “other operating revenues (expenses), net” (note 5c), in relation to tailings management, communication, humanitarian assistance, payroll, legal services, water supply, among others. The Company incurred expenses in the amount of R$444 (US$79 million) and R$1,457 (US$278 million) for the three and nine-month period ended September 30, 2024, respectively (2023: R$588 (US$121 million) and R$1,816 (US$363 million), respectively).

 

41 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

Judicial Settlement for Integral Reparation

 

The Settlement for Integral Reparation includes: (i) payment obligations, of which the funds will be used directly by the State of Minas Gerais and Institutions of Justice for socio-economic and socio-environmental compensation projects; (ii) socioeconomic projects in Brumadinho and other municipalities; and (iii) compensation of the environmental damage caused by the dam failure. These obligations are projected for an average period of 6 years.

 

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

 

Other obligations

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

 

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

 

a) Contingent liabilities

 

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

 

The Company is party to public civil actions brought by the State of Minas Gerais and justice institutions, claiming compensation for socioeconomic and socio-environmental damages resulting from the dam failure and seeking a broad range of decisions ordering Vale to execute specific remediation and reparation actions. As a result of the Judicial Settlement for Integral Reparation, settled in February 2021, the requests for the reparation of socio-environmental and socioeconomic damages caused by the dam failure were substantially resolved. The individual damages were excluded from the Judicial Settlement for Integral Reparation, and the Term of Commitment signed with the Public Defendants of the State of Minas Gerais was ratified, whose parameters are utilized as a basis for the settlement of individual agreements. The phase of sentence liquidation was instituted in the aforementioned public civil actions for the quantification of the alleged remaining individual damages, with Vale having filed an instrument appeal against this decision, whose trial began on October 10, 2024 (subsequent event). The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.

 

Public civil action and investigation under the Brazilian Anticorruption Law

 

In October 2020, the Brazilian Office of the Comptroller General (“CGU”) notified the Company about an administrative proceeding prosecution based on the same allegations mentioned above under the Brazilian Law 12,846/2013 in connection with inspection and monitoring activities related to the Brumadinho dam. In August 2022, the CGU understood 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$15 million), which is the minimum amount established by law, i.e., the CGU recognizes the non-involvement or tolerance of the Company’s top management.

 

In September 2023, CGU denied the request for reconsideration filed by the Company and, therefore, Vale paid the fine of R$86 (US$15 million) in 2023. Vale disagrees with the decision and is adopting the appropriate legal measures.

 

42 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 


Class action in the United States

 

Vale is defending itself against a class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale. In May 2020, the Court issued a decision that denied the Motion to Dismiss presented by the Company. The Discovery phase was concluded in November 2023. Upon the filing of a pre-motion letter for the Motion for Summary Judgment presented in January 2024 by the parties, the Court should decide whether the Parties may file their motion for summary judgment.

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

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

Criminal proceedings and investigations

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

 

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

In January 2023, after the Federal Supreme Court recognized the competence of the Federal Court to judge the cause, the MPF ratified the complaint authored by the MPMG, previously offered in 2020 to the Justice of Brumadinho, and the rectification was received by the Federal Court. Parallel to the criminal action, the MPF and the Brazilian Federal Police continue to conduct a separate investigation into the causes of the dam failure in Brumadinho, which may result in new criminal proceedings. Currently, the process is suspended, due to a judicial decision. It is not possible to estimate when a final decision will be issued by the Federal Court. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.

 

Public civil actions brought by labor unions

 

In 2021, public civil actions were filed with Labor Court of Betim in the State of Minas Gerais, by a workers' unions claiming the compensation for death damages to own and outsourced employees, who died as a result of the failure of Dam I. Initial decisions sentenced Vale to pay R$1 million (US$180 thousand) per fatality. In June 2023, the Superior Labor Court ruled on the lawsuit filed by workers’ union, sustaining the initial decision that condemned Vale. In August 2024, the Superior Labor Court rejected Vale’s motions for clarification, and as a result, the Company reassessed the likelihood of loss and reclassified it from possible to probable. As a result, Vale recognized a provision of R$196 (U$35 million) in the income statement as “other operating revenues (expenses), net.” Vale continues to defend against these actions and filed motions in October 2024 (subsequent event).

 

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

On April 28, 2022, the SEC filed a lawsuit against Vale in the U.S. District Court for the Eastern District of New York, alleging that certain Vale’s disclosures related to dam safety management prior to the dam failure in Brumadinho violated U.S. securities laws. On March 28, 2023, Vale reached a settlement with the SEC to fully resolve this litigation. Under the agreement, without admitting or denying the settled claims, Vale paid R$285 (US$56 million) during the year ended December 31, 2023. The settlement resolves the litigation without judgment on the claims based upon intentional or reckless fraud. In April 2023, the settlement was approved and granted by the Court.

 

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

 

43 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

Arbitration proceedings in Brazil filed by shareholders, a class association and foreign investment funds

 

In Brazil, Vale is named as a defendant in one arbitration filed by 385 minority shareholders and three arbitrations filed by foreign investment funds. Vale was also named as a respondent in two arbitrations filed by a class association allegedly representing all Vale’s noncontrolling shareholders, which were dismissed in August 2024.

 

In the four ongoing 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 four 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 legal entities, the Claimants initially estimated the amount of the alleged losses would be approximately R$1,800 (US$324 million). In another proceeding filed by foreign legal entities, the Claimants initially estimated the amount of the alleged losses would be approximately R$3,900 (US$702 million). In the procedure presented by minority shareholders, the applicants estimated the alleged losses at approximately R$3,000 (US$540 million), which could be increased later, as alleged by the applicants.

 

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 claimants is remote.

 

Other proceedings

 

Vale is defendant in a number of investigations and proceedings brought by individuals, business entities, investors, associations, unions, legislative bodies, non-governmental organizations and other entities seeking remediation and compensation for environmental, property and personal damages resulting from the Brumadinho dam failure, including alleged violations of securities laws. The potential loss was R$427 (US$78 million) as of September 30, 2024 (December 31, 2023: R$457 (US$94 million)) and the likelihood of a potential loss to the Company is classified as possible.

 

d) Insurance

 

The Company is negotiating with insurance companies the payment of indemnification under its civil liability and Directors and Officers Liability Insurance. In nine-month period ended September 30, 2024, the Company received R$49 (US$9 million) (2023: R$71 (US$13 million)) from insurers which was recorded in income statement as “other operating revenues (expenses), net” (note 5c).

 

 

24. Liabilities related to associates and joint ventures

 

a) Definitive Settlement for the full reparation of Samarco’s Fundão dam collapse

 

In October 2024 (subsequent event), Vale, Samarco and BHPB, together with the Brazilian Federal Government, the State Governments of Minas Gerais and Espírito Santo, the Federal and State Public Prosecutors’ and Public Defenders’ Offices and other Brazilian public entities (jointly, “the Parties”) are considering the general terms for a new agreement (“Definitive Settlement”). The Definitive Settlement is subject to conclusion of the terms and conditions of a final settlement agreement and the definitive settlement documentation, with approvals and signing by the Parties.

 

The general terms under discussion provide for a total amount of approximately R$170 billion (US$31.7 billion), comprising past and future obligations, to serve the people, communities and environment impacted by the dam failure. It includes:

·R$38 billion (US$7.9 billion) already incurred with remediation and compensation measures and, therefore, do not constitute the Company’s provision balance,
·R$100 billion (US$18 billion) paid in installments over 20 years to the Federal Government, the States of Minas Gerais and Espírito Santo and the municipalities to fund compensatory programs and actions tied to public policies, and
·R$32 billion (US$5.8 billion) in performance obligations by Samarco, including initiatives for individual indemnification, resettlement, and environmental recovery. The expectation is that the cash disbursement related to these obligations will occur substantially over the next 3 years.

 

44 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 


Samarco has primary responsibility for funding the obligations related to the Definitive Settlement. Vale and BHPB have secondary funding obligations in the proportion to their 50 per cent shareholding in Samarco, in extent to which Samarco may not be able to fund the future cash outflows.

 

b) Background

 

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

 

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

 

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

 

c) Judicial reorganization of Samarco

 

In April 2021, Samarco filed for Judicial Reorganization (“JR”) with the Courts of Minas Gerais to renegotiate its debt, which was 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 May 2023, Vale S.A. entered into a binding agreement jointly with BHPB, Samarco and certain creditors which hold together more than 50% of Samarco's debt, setting the parameters of Samarco’s debt restructuring to be implemented through a consensual restructuring plan, which was approved by the creditors, submitted to the JR Court in July 2023, and confirmed by the judge in September 2023.

 

In December 2023, Samarco’s existing US$24 billion (US$4.8 billion) of financial debt held by creditors was exchanged for approximately R$19 billion (US$3.9 billion) of long-term unsecured debt, bearing interest from 2023 to 2031. 

After the execution of the plan, Samarco has a lean capital structure, in line with its operational ramp-up and cash flow generation. The plan considers the fund of the reparation and compensation programs capped at R$5 billion (US$1 billion) from 2024 to 2030 and additional contributions after that period due to the Samarco’s projected cash flows generation.

 

 

45 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

d) Main contingent liabilities

 

The objective of Definitive Settlement is replacing all previously signed agreements, including the Framework Agreement and the TacGov Agreement, allowing for a stable environment for the execution of reparation and compensation programs while creating definition and legal security for the Companies.

 

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 recover 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 several measures that amount to US$31 billion (R$155 billion), subject to interest and monetary adjustments, which the effect for Vale would be 50% of this amount.

 

This Public Civil Action was suspended as a result of the ratification of TacGov agreement. However, as pre-requisites established in the TacGov Agreement, for renegotiation of the Framework Agreement were not implemented during the established period, in 2020, the Brazilian Federal and State prosecutors and public defenders filed a request for the immediate resumption of this claim.

 

Therefore, Vale, Samarco, BHPB and Federal and State prosecutors have been engaging in negotiations to seek a definitive settlement of the obligations under the Framework Agreement and the R$155 billion (US$31 billion) Federal Public Prosecution Office claim.

  

Judicial decision requesting cash deposits and increase on the territories affected by the collapse

 

In March 2023, as part of a proceeding related to a potential increase on the number of territories recognized as affected by the collapse of Samarco’s Fundão dam and covered by the Framework Agreement, a Federal Court issued a decision ordering Vale and BHP Brasil to make judicial deposits in the total amount of R$10.3 billion (US$2.1 billion), in ten installments, which the effect for Vale would be 50% of this amount. In October 2023, a decision was issued that suspended the appealed decision, determining that the expert evidence requested by Vale and BHP Brasil be carried out, with the right to adversarial proceedings and full defense.

 

Judicial decision on collective moral damages

 

In January 2024, the 4th Federal Lower Civil Court of Belo Horizonte issued a judicial decision requiring the payment of collective moral damages in the amount of R$47.6 billion (US$9.5 billion) (the effect for Vale would be 50% of this amount), subject to monetary adjustments from the date of the decision and interests from November 2015.

 

e) Provision related to the Samarco dam failure

 

In preparing these financial statements, Vale has considered all information available from the status of the potential Definitive Settlement, the claims related to the Samarco dam failure and the extent to which Samarco may be able to fund any future outflows.

 

As a result, the Company recognized an addition to the provision in the amount of R$5,299 (US$956 million), which corresponds to Vale’s secondary funding responsibility under the potential Definitive Agreement and reflects the change in Vale’s assessment of potential outflows to resolve all aspects of the reparation and compensation of the Samarco dam failure. The changes on the provision are presented below:

 

  Total
Balance as of December 31, 2023 21,431
Addition to the provision due to the Definitive Settlement 5,299
Monetary and present value adjustments 335
Disbursements (1,601)
Balance as of September 30, 2024 25,464

 

The cash outflows to meet the obligations are discounted to present value at an annual rate in real terms, which increased from 5.22% on December 31, 2023, to 6.39% on September 30, 2024.

 

f) Other legal proceedings

 

As of September 30, 2024, Vale has certain contingent liabilities arising due to the Samarco dam failure. The main updates regarding the lawsuits in the year were as follows:

 

Claims in the United Kingdom and the Netherlands

 

In July 2024, Vale and BHP have entered into a confidential agreement without any admission of liability pursuant to Vale and BHP will share equally any potential payment obligations arising from the UK and Dutch Claims, described below.

London Contribution claim - As a result of the rupture of Samarco’s Fundão dam failure, BHP Group Ltd (“BHP”) was named as defendant in group action claims for damages filed in the courts of England and Wales for various plaintiffs, between individuals, companies and municipalities from Brazil that were supposedly affected by the Samarco dam failure (the “UK Claim”).

The proceedings against BHP are still progressing in London and the first phase of the trial began in October 2024 (subsequent event) expected to last until March 2025. It is not yet possible to reliably estimate the amount of a potential loss to Vale.

Netherlands proceeding - In March 2024, a court in Amsterdam granted a preliminary injunction freezing the shares in Vale Holdings B.V., a wholly owned subsidiary incorporated in the Netherlands, and the economic rights attached to those shares, in guarantee of an amount of approximately R$5,478 (EUR920 million). The freezing orders were issued in anticipation of a legal action to be brought against Vale by certain Brazilian municipalities and an organization that represents individuals and small businesses that claim to have been affected by the collapse of Samarco’s Fundão dam in 2015.

 

46 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

In addition, in May and June 2024, three rogatory letters were fulfilled in Brazil, sent by the Amsterdam court, so that Vale could be notified about the filing of the lawsuit and the seizure orders. In the records of these rogatory letters, Vale has already anticipated its understanding about the lack of jurisdiction of the Dutch Justice to analyze the claims of the initial petition.

The first court event for Vale in the Dutch court is expected to take place in the first quarter of 2025. The Company is adopting the appropriate legal measures and believes its provisions are sufficient to comply with its obligations.

Criminal proceedings

 

In September 2019, the court has dismissed part of the criminal charges but accepted charges of environmental crimes against Vale and one of its employees relating to an alleged omission in the provision of relevant information of environmental interest for public authorities. The Company cannot estimate when a final decision on the case will be issued. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.

Tax proceeding

 

In September 2018, the federal tax authorities filed a request before a federal court in Belo Horizonte for an order to Vale’s assets to secure the payment of Samarco’s federal tax and social security debts, in the amount of approximately R$11 billion (US$2 billion) (as of June 2018). In May 2019, a favorable decision was issued dismissing the claim without prejudice, due to lack of procedural interest. The General Attorney for the National Treasury (Procuradoria Geral da Fazenda Nacional - “PGFN”) filed an appeal to the local court, and a decision is pending. The likelihood of a financial loss to the Company is classified as possible and it is not yet possible to reliably estimate the amount of a potential loss to Vale.

Other proceedings

 

Vale is defendant in several private actions, before different state and federal courts in the states of Minas Gerais and Espírito Santo, brought by individuals and other entities seeking remediation and compensation for environmental, property and personal damages resulting from the Samarco dam failure. The potential loss was R$39 (US$7 million) as of September 30, 2024 (2023: R$55 (US$11 million)) and the likelihood of a potential loss to the Company is classified as possible.

g) Tax consequences for Vale arising from the consensual restructuring plan of Samarco

The plan provides that additional cash demands from Renova Foundation will be made through capital contributions to Samarco. The contributions have been carried out directly by Vale and BHPB to the Renova Foundation on behalf of Samarco and, therefore, they were deemed tax deductible as incurred, according to the Brazilian tax regulation. Therefore, due to the change in the mechanism to fund Renova, Vale will no longer be allowed to deduct future payments from its income tax computation as they are not tax deductible in Brazil. Thus, the deferred income tax asset over the provision in the amount of R$5,468 (US$1,078 million) was reversed in full, with the corresponding impact in the income statement for the nine-month period ended September 30, 2023, recorded as “Income taxes” (note 7a). 

 

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 the Samarco dam failure requires the use of assumptions and estimates, which may be materially impacted by: (i) the cost of completing the programs under the Settlement Agreement, (ii) the extent to which Samarco is able to directly fund any future obligations relating to reparation and compensation measures as Samarco’s long-term cash flow generation depends on factors including its ability to return to full production capacity and commodity prices, (iii) resolution of existing and potential legal claims, and (iv) updates of the discount rate.

 

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.

 

47 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

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

The Company is subject to local laws and regulations, that requires the decommissioning of the assets that Vale operates at the end of their useful lives, therefore, expenses for demobilization occur predominantly after the end of operational activities. These obligations are regulated in Brazil by the ANM at the federal level and by environmental agencies at the state level. Among the requirements, the decommissioning plans must consider the physical, chemical and biological stability of the areas and post-closure actions for the period necessary to verify the effectiveness of the decommissioning. These obligations are accrued and are subject to critical estimates and assumptions applied to the measurement of costs by the Company. Depending on the geotechnical characteristics of the structures, the Company is required to de-characterize the structures, as shown in item a) below.

 

Laws and regulations related to dam safety

 

In December 2023, the government of Minas Gerais published decree No. 48,747, which regulates the measurement and execution of environmental guarantees individually for each dam, based on the reservoir area, classification and purpose of the dam, and estimated de-characterization costs and should be kept throughout the useful life of the dam, from its startup phase until the de-characterization and socio-environmental recovery. The guarantee may be a cash deposit, bank deposit certificate, bank guarantee or insurance.

 

In June 2024, the government of Minas Gerais published decree No. 48,848, which amended Decree No. 48.747 and included property mortgage and property fiduciary lien as new modalities for environmental guarantees. In September 2024, the Company submitted a plan to the government with a total guarantee amount of R$1.7 billion (US$312 million), which will be meet by providing property mortgage and property fiduciary lien, financial guarantees or insurance and Vale expects that the financial costs to be incurred will be immaterial. The guarantees will be presented up to 3 years, with half of the amount in 2024 and the remaining amount split between 2025 and 2026.

 

 

a) De-characterization of upstream geotechnical structures

 

As a result of the Brumadinho dam failure (note 23) and, in compliance with laws and regulations, the Company has decided to speed up the plan to “de-characterize” of all its dams and dikes, located in Brazil. The Company also operates tailings dams in Canada, including upstream compacted dams. However, the Company decided that these dams will be decommissioned using other methods, thus, the provision to carry out the decommissioning of dams in Canada is recognized as “Obligations for decommissioning assets and environmental obligations”, as presented in item (b) below.

 

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

 

Changes in the provisions are as follows:

   
  Total
Balance as of December 31, 2023 16,704
Revision to estimates (682)
Disbursements (2,129)
Monetary and present value adjustments 724
Balance as of September 30, 2024 14,617
   

The cash flow for de-characterization projects are estimated for a period up to 15 years and were discounted to present value at an annual rate in real terms, which increased from 5.41% to 6.40%.

 

Operational stoppage and idle capacity

 

The Company has suspended some operations due to judicial decisions or technical analysis performed by Vale on its geotechnical structures located in Brazil. The Company has been recording losses in relation to the operational stoppage and idle capacity of the Iron Ore Solutions segment in the amounts of R$163 (US$36 million) and R$562 (US$79 million) for the three and nine-month period ended September 30, 2024, respectively (2023: R$229 (US$50 million) and R$859 (US$124 million), respectively). The Company is working on legal and technical measures to resume all operations.

 

48 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

b) Asset retirement obligations and environmental obligations

 

  Consolidated Parent Company Discount rate Cash flow maturity
  September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Liability by geographical area                
Brazil 10,507 11,683 9,075 10,187 6.40% 5.47% 2132 2132
Canada 8,588 7,710 - - 1.41% 1.30% 2150 2150
Oman 780 766 - - 2.99% 3.19% 2035 2035
Other regions 640 557 - - 2.23% 2.04% - -
  20,515 20,716 9,075 10,187        
Operating plants 16,115 16,046 6,680 7,508        
Closed plants 4,400 4,670 2,395 2,679        
  20,515 20,716 9,075 10,187        

 

Provision changes during the period

 

  Consolidated
  Asset retirement obligations Environmental obligations Total
Balance as of December 31, 2023 18,298 2,418 20,716
Disbursements (766) (335) (1,101)
Revision to estimates (734) 13 (721)
Monetary and present value adjustments 507 100 607
Acquisition of Aliança Energia 16 112 128
Translation adjustment 846 40 886
Balance as of September 30, 2024 18,167 2,348 20,515

 

Financial guarantees

The Company has guarantees issued by financial institutions in the amount of R$5,671 (US$1,040 million) as of September 30, 2024 (December 31, 2023: R$4,408 (US$910 million)), in connection with the asset retirement obligations for its Energy Transition Metals operations. The financial cost of these guarantees is immaterial.

 

26. Legal proceedings

 

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

 

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

 

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

 

The lawsuits related to Brumadinho event (note 23) and the Samarco dam failure (note 24) are presented in its specific notes to these financial statements and, therefore, are not disclosed below.

 

49 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

a)        Provision for legal proceedings

 

  Consolidated
  Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance as of December 31, 2023 441 1,834 2,490 72 4,837
Additions and reversals, net 92 91 540 14 737
Payments (64) (353) (459) (1) (877)
Indexation and interest 61 110 11 8 190
Acquisition of Aliança Energia - 34 - 149 183
Balance as of September 30, 2024 530 1,716 2,582 242 5,070
           
Balance as of December 31, 2022 3,008 1,509 2,145 76 6,738
Additions and reversals, net 21 302 476 1 800
Payments (16) (168) (321) (14) (519)
Indexation and interest 154 145 (32) 27 294
Balance as of September 30, 2023 3,167 1,788 2,268 90 7,313

 

The Company has considered all information available to assess the likelihood of an outflow of resources and in the preparation on the estimate of the costs that may be required to settle the obligations.

 

Tax litigations – The Company is party to several administrative and legal proceedings related mainly to the incidence of Brazilian federal contributions ("PIS" and "COFINS"), Value-added tax ("ICMS") and other taxes.

 

Civil litigations - Refers to lawsuits for: (i) indemnities for losses, payments and contractual fines due to contractual imbalance or non-compliance that are alleged by suppliers, and (ii) land claims referring to real estate Vale's operational activities.

 

Labor litigations - Refers to lawsuits for individual claims by in-house employees and service providers, primarily involving demands for additional compensation for overtime work, moral damages or health and safety conditions.

 

Environmental litigations - Refers mainly to proceedings for environmental damages and issues related to environmental licensing.

 

 

b)       Contingent liabilities

 

  Consolidated
  September 30, 2024 December 31, 2023
Tax litigations 37,150 35,023
Civil litigations 7,641 6,613
Labor litigations 1,669 1,829
Environmental litigations 7,226 6,394
Total 53,686 49,859

 

c) Judicial deposits

  Consolidated
  September 30, 2024 December 31, 2023
Tax litigations 2,091 5,451
Civil litigations 469 591
Labor litigations 685 718
Environmental litigations 59 57
Total 3,304 6,817

 

Tax litigations – In December 2023, a judicial decision was issued to the lawsuit filed by Valepar (merged by Vale) in 2011 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. This proceeding is fully guaranteed by a judicial deposit. This judicial decision determined the conversion of the judicial deposit to the Government, resulting in the reclassification of the amount to payable taxes and the judicial deposit to current assets in the financial statements for the year ended December 31, 2023. In April 2024, the proceeding was settled with the judicial deposit.

 

50 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

d) Guarantees contracted for legal proceedings

 

In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted R$14.5 (US$2.7 billion) (December 31, 2023: R$13.2 (US$2.7 billion)) in guarantees for its lawsuits, as an alternative to judicial deposits.

 

27. Employee benefits

      Consolidated
    Current liabilities Non-current liabilities
  Notes September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Payroll, related charges and other remunerations   4,369 4,195 - -
Share-based payments 27(a) 94 130 - -
Employee post-retirement obligation 27(b) 373 340 6,995 6,688
    4,836 4,665 6,995 6,688

 

a) Share-based payments

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

Matching Program

The fair value of the Matching program was estimated using the Company's share price and ADR and the number of shares granted on the grant date. The information by valid programs during the nine-month period ended September 30, 2024 is shown below:

  2024 Program 2023 Program 2022 Program
Granted shares 2,244,659 1,330,503 1,437,588
Share price 60.05 81.82 95.87

 

Performance Shares Units (“PSU”)

 

The fair value of the PSU program was measured by estimating the performance factor using Monte Carlo simulations for the Return to Shareholders Indicator and health and safety and sustainability indicators. The assumptions used for the Monte Carlo simulations are shown in the table below by valid program during the nine-month period ended September 30, 2024, as well as the result used to calculate the expected value of the total performance factor.

  2024 Program 2023 Program 2022 Program
Granted shares 1,873,175 1,177,755 1,709,955
Date shares were granted April 29, 2024 January 2, 2023 January 3, 2022
Share price 63.90 88.88 78.00
Expected volatility 35.60% 48.33% 39.00%
Expected term (in years) 3 3 3
Expected shareholder return indicator 66.95% 72,42% 51,20%
Expected performance factor 83.47% 79.32% 53.08%
       

 

 

 

51 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

b) Employee post-retirement obligation

 

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

 

         
  Consolidated
  September 30, 2024 December 31, 2023
  Overfunded pension plans Underfunded pension plans and other benefits Overfunded pension plans Underfunded pension plans and other benefits
Movements of assets ceiling        
Balance at beginning of the period 5,194 - 5,816 -
Interest income 301 - 515 7
Changes on asset ceiling (881) - (962) (138)
Translation adjustment 97 - (46) 2
Transfer - - (129) 129
Balance at end of the period 4,711 - 5,194 -
         
Amount recognized in the statement of financial position        
Present value of actuarial liabilities (21,548) (11,727) (21,870) (10,978)
Fair value of assets 26,614 4,359 27,387 3,950
Effect of the asset ceiling (4,711) - (5,194) -
Assets (liabilities) 355 (7,368) 323 (7,028)
         
Current liabilities - (373) - (340)
Non-current assets (liabilities) (i) 355 (6,995) 323 (6,688)
Assets (liabilities) 355 (7,368) 323 (7,028)

 

(i) Overfunded pension plans assets are recorded as “Other non-current assets” in the balance sheet.

 

 

28. Equity

 

a)       Share capital

 

As of September 30, 2024, the share capital was R$77,300 (US$61,614 million) corresponding to 4,539,007,580 shares issued and fully paid without par value. The Board of Directors may, regardless of changes to by-laws, approve the issue and cancelation of common shares, including the capitalization of profits and reserves to the extent authorized.

 

  September 30, 2024  
Shareholders Common shares Golden shares Total  
Previ (i) 397,573,082 - 397,573,082  
Mitsui&co (i) 286,347,055 - 286,347,055  
Blackrock, Inc (ii) 289,063,618 - 289,063,618  
Total shareholders with more than 5% of capital 972,983,755 - 972,983,755  
Free floating 3,296,054,856 - 3,296,054,856  
Golden shares - 12 12  
Total outstanding (without shares in treasury) 4,269,038,611 12 4,269,038,623  
Shares in treasury 269,968,957 - 269,968,957  
Total capital 4,539,007,568 12 4,539,007,580  

 

(i) Number of shares owned by shareholders, as per statement provided by the custodian, based on shares listed at B3.

(ii) Number of shares as reported in BlackRock, Inc.’s Schedule 13G/A, filed with the SEC.

 

 

52 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

b) Cancelation of treasury shares

 

During the nine-month period ended September 30, 2023, the Board of Directors approved cancelations of common shares issued by the Company, acquired and held in treasury, without reducing the value of its share capital. The effects were transferred to shareholders' equity as “Treasury shares canceled”, between “Profit reserves” and “Treasury shares”. There were no share cancellations during the nine-month period ended September 30, 2024.

 

  Number of canceled shares Carrying amount
     
Cancellation approved on March 2, 2023 239,881,683 21,397
Nine-month period ended September 30, 2023 239,881,683 21,397

 

c)Share buyback program

 

  Total of shares repurchased   Effect on cash flows
  Nine-month period ended September 30,
  2024   2023   2024   2023
Shares buyback program up to 150,000,000 shares (i)              
Acquired by Parent 18,251,159   -   1,204   -
Acquired by wholly owned subsidiaries 12,672,414   -   850   -
Total 30,923,573   -   2,054   -
               
Shares buyback program up to 500,000,000 shares (ii)              
Acquired by Parent -   93,638,352   -   6,906
Acquired by wholly owned subsidiaries -   88,058,750   -   6,468
Total -   181,697,102   -   13,374
Shares buyback program 30,923,573   181,697,102   2,054   13,374

 

(i) On October 26, 2023 a new share buyback program limited to a maximum of 150,000,000 common shares and their respective ADRs, over the next 18 months started from the end of the program previously on going.

 

(ii) On April 27, 2022, the Board of Directors approved the common shares buyback program, limited to a maximum of 500,000,000 common shares or their respective ADRs, with a term of 18 months. This program was concluded in 2023.

 

d) Remuneration approved

 

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

 

·On July 25, 2024, the Board of Directors approved interest on capital to its shareholders in the total amount of R$8.940 (US$1,608 million), as an anticipation of the remuneration for the year ended December 31, 2024. This remuneration was fully paid in September 2024.

 

·On February 22, 2024, the Board of Directors approved dividends to its shareholders in the total amount of R$11,722 (US$2,364 million). This remuneration was fully paid in March 2024.

 

·On February 16, 2023, 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 for the year ended December 31, 2022 and R$2,265 (US$437 million) as an additional remuneration. This remuneration was fully paid in March 2023.

 

 

53 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

29. 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
  Three-month period ended September 30,
  2024 2023
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Joint Ventures            
   Aliança Geração de Energia S.A. - (62) -                           -   (182)                                      -  
   Pelletizing companies (i) - (452) (28)                           -   (327) (37)
   MRS Logística S.A. - (685) -                           -   (640)                                      -  
   Norte Energia S.A. 1 (127) -                           -   (130)                                      -  
   Other 38 (9) - 41 (12) 4
  39 (1,335) (28) 41 (1,291) (33)
             
Associates            
   VLI 468 (69) (4) 463 (44) (3)
   PTVI - (1,127) - - - -
   Other - (2) 1 - - -
  468 (1,198) (3) 463 (44) (3)
             
Shareholders            
   Cosan 10 (1)   - - -
   Bradesco - - 198                           -   - (229)
   Mitsui 325 - - 297 - -
   Banco do Brasil - - 1 - - 1
  335 (1) 199 297 - (228)
Total 842 (2,534) 168 801 (1,335) (264)
             

 

54 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Consolidated
  Nine-month period ended September 30,
  2024 2023
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Joint Ventures            
   Companhia Siderúrgica do Pecém - - - 484                           -                                        -  
   Aliança Geração de Energia S.A. - (323) -                           -   (448)                                      -  
   Pelletizing companies (i) - (1,222) (111)                           -   (772) (164)
   MRS Logística S.A. - (1,789) -                           -   (1,536)                                      -  
   Norte Energia S.A. 1 (283) -                           -   (434)                                      -  
   Other 123 (35) (15) 120 (39) 4
  124 (3,652) (126) 604 (3,229) (160)
Associates            
   VLI 1,444 (121) (10) 1,195 (100) (9)
   PTVI - (1,127) - - - -
   Other - (7) 16                           -   (2) 1
  1,444 (1,255) 6 1,195 (102) (8)
Shareholders            
   Cosan 11 (15) - - - -
   Bradesco - - (991)                           -   - 1,123
   Mitsui 920 - - 949 - -
   Banco do Brasil - - 5 - - 2
  931 (15) (986) 949 - 1,125
Total 2,499 (4,922) (1,106) 2,748 (3,331) 957
             

 

(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
  Three-month period ended September 30,
  2024 2023
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Subsidiaries            
     Vale International 32,568 - (1,346) 29,498                           -   (194)
     Other 82 (338) (71) 43 (332) (96)
  32,650 (338) (1,417) 29,541 (332) (290)
Joint Ventures            
   Aliança Geração de Energia S.A. - (62) -                           -   (182)                                      -  
   Pelletizing companies (i) - (452) (10)                           -   (327) (10)
   MRS Logística S.A. - (685) -                           -   (640)                                      -  
   Norte Energia S.A. 1 (127) -                           -   (130)                                      -  
   Other 38 (9) - 41 (12) 4
  39 (1,335) (10) 41 (1,291) (6)
Associates            
   VLI 468 (44) (4) 463 (44) (3)
   Other - - 1                           -                             -                                        -  
  468 (44) (3) 463 (44) (3)
Shareholders            
     Cosan 6 (1)   - - -
     Bradesco - - 192 - - (232)
  6 (1) 192 - - (232)
             
Total 33,163 (1,718) (1,238) 30,045 (1,667) (531)
             

 

55 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Parent Company
  Nine-month period ended September 30,
  2024 2023
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Subsidiaries            
     Vale International 90,754 - (2,531) 82,563                           -   (4,951)
     Other 192 (726) (247) 171 (749) (315)
  90,946 (726) (2,778) 82,734 (749) (5,266)
Joint Ventures            
   Companhia Siderúrgica do Pecém - - - 484                           -                                        -  
   Aliança Geração de Energia S.A. - (323) -                           -   (448)                                      -  
   Pelletizing companies (i) - (1,222) (30)                           -   (772) (32)
   MRS Logística S.A. - (1,789) -                           -   (1,536)                                      -  
   Norte Energia S.A. 1 (283) -                           -   (434)                                      -  
   Other 123 (35) (15) 120 (39) 3
  124 (3,652) (45) 604 (3,229) (29)
Associates            
   VLI 1,444 (84) (10) 1,195 (100) (9)
   Other - (1) 16                           -                             -   1
  1,444 (85) 6 1,195 (100) (8)
Shareholders            
     Cosan 7 (15) - - - -
     Bradesco - - (1,005) - - 1,114
     Banco do Brasil - - 1 - - 1
  7 (15) (1,004) - - 1,115
             
Total 92,521 (4,478) (3,821) 84,533 (4,078) (4,188)

 

b)       Outstanding balances with related parties

 

  Consolidated
  Assets
  September 30, 2024 December 31, 2023
  Cash and cash equivalents Accounts receivable Dividends receivable and other assets Cash and cash equivalents Accounts receivable Dividends receivable and other assets
Joint Ventures            
     Pelletizing companies (i) - - - - - 130
     MRS Logística S.A. - 79 169 - 79 166
     Other - 21 21 - 18 210
  - 100 190 - 97 506
Associates            
     VLI - 226 - - 222 -
     PTVI   3 - - - -
     Other - 3 13 - - 7
  - 232 13 - 222 7
Shareholders            
     Cosan - 10 - - 4 -
     Bradesco 928 - 633 852 - 1,516
     Banco do Brasil 1,253 - - 282 - -
     Mitsui - 41 - - 26 -
  2,181 51 633 1,134 30 1,516
Pension plan - 63 - - 79 -
Total 2,181 446 836 1,134 428 2,029

 

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

 

 

56 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Consolidated
  Liabilities
  September 30, 2024 December 31, 2023
  Supplier and contractors Financial instruments and other liabilities Supplier and contractors Financial instruments and other liabilities
Joint Ventures        
     Pelletizing companies (i) 1,018 648 247 1,404
     MRS Logística S.A. 112 - 232 -
     Other 191 - 188 -
  1,321 648 667 1,404
Associates        
     VLI 3 483 6 286
     PTVI 325 - - -
     Other 17 1 21 -
  345 484 27 286
Shareholders        
     Cosan 8 - 5 -
     Bradesco - 232 - 109
  8 232 5 109
Pension plan 59 - 66 -
Total 1,733 1,364 765 1,799

 

(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
  Assets
  September 30, 2024 December 31, 2023
  Cash and cash equivalents Accounts receivable Dividends receivable and other assets Cash and cash equivalents Accounts receivable Dividends receivable and other assets
Subsidiaries            
     Vale International S.A.  -     24,407  -     -     34,073  -   
     Minerações Brasileiras Reunidas S.A.  -     -     291  -     -     652
     Salobo Metais  -     1,245  -     -     1,211  2,266
     Other  -     98  12  -     81  122
   -     25,750  303  -     35,365  3,040
Joint Ventures            
     Pelletizing companies (i)  -     -     -     -     -     130
     MRS Logistica S.A.  -     79  31  -     79  31
     Other  -     21  4  -     18  210
   -     100  35  -     97  371
Associates            
      VLI  -     226  -     -     222  -   
     Other  -     3  13  -     3  7
   -     229  13  -     225  7
Shareholders            
     Cosan  -     6  -     -     4  -   
     Bradesco  8  -     633  477  -     1,516
     Banco do Brasil  1,103  -     -     115  -     -   
   1,111  6  633  592  4  1,516
Pension Plan  -     63  -     -     79  -   
Total  1,111  26,148  984  592  35,770  4,934

 

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

 

 

57 

Notes to the Interim Financial Statements

Expressed in millions of Brazilian reais, unless otherwise stated

 

 

  Parent Company
  Liabilities
  September 30, 2024 December 31, 2023
  Supplier and contractors Export Pre-Payments Financial instruments and other liabilities Supplier and contractors Export Pre-Payments Financial instruments and other liabilities
Subsidiaries            
     Vale International S.A. - 64,728 5,246 - 64,820 4,695
     Salobo 9 - 136 9   136
     Other 233 - 2,818 152 - 3,851
  242 64,728 8,200 161 64,820 8,682
Joint Ventures            
     Pelletizing companies (i) 1,018 - - 247 - -
     MRS Logística S.A. 112 - - 232 - -
     Other 92 - - 146 - -
  1,222 - - 625 - -
Associates            
     VLI 1 - 483 5 - 286
     Other 13 - 1 17 - -
  14 - 484 22 - 286
Shareholders            
     Cosan 5 - - 4 - -
     Bradesco - - 232 - - 109
  5 - 232 4 - 109
Pension plan 53 - - 61 - -
Total 1,536 64,728 8,916 873 64,820 9,077
             

 

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

 

c)       Key management personnel compensation

 

During the nine-month period ended September 30, 2024, the compensation of the Company’s key management personnel was R$108 (US$21 million) (2023: R$145 (US$30 million)).

 

 

58 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Vale S.A.
(Registrant)  
   
  By: /s/ Thiago Lofiego
Date: October 24, 2024   Director of Investor Relations