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
March 2018
Vale S.A.
Avenida das Américas, No. 700 Bloco 8, Sala 218
22640-100 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 o
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))
(Check One) Yes o No x
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))
(Check One) Yes o No x
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
(Check One) Yes o No x
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)
Manual for Participation in the Annual and Extraordinary Shareholders Meetings of Vale S.A. April 13, 2018
Index I. Notice of Meeting 04 II. Procedures for Participation Meetings in the Shareholders 06 2.1. Participation in Person 06 2.2. Representation by Proxy 07 2.3. Participation of Holders Shares (ADSs) of American Depositary 09 2.4. Participation by Absentee Ballot 09 2.4.1. Through instructions for completion 10 transmitted to the Companys depository 2.4.2 Through instructions for completion 11 transmitted to their respective custodians 2.4.3. Through sending Company the Ballot directly to the 11 III. The Vote 14 3.1. Voting Rights 14 IV. Matters on the Agenda 15 4.1. Evaluation of managements report and analysis, 15 discussion and vote on the financial statements for the fiscal year ended December 31, 2017 4.2. Proposal for the allocation of profits for the 2017 fiscal year and the approval of the Capital Budget 15 4.3. Ratification of the nomination of effective member of the Board of Directors 16 4.4. Election of the members of the Fiscal Council 18 4.5. Setting the compensation of management and members of the Fiscal Council for the year 2018 24 4.6. Ratification of the annual compensation paid to management and members of the Fiscal Council in 24 2
the year 2017 4.7. Amendment to Vales By-Laws and its restatement 24 V. Additional Information 25 VI. Proxy Vote Template 26 EXHIBITS Documents Attached to the Manual Exhibit I Absentee Ballot for the Annual Shareholders Meeting; Exhibit II - Absentee Ballot for the Extraordinary Shareholders Meeting; Exhibit III Managements comments on Vales financial situation, pursuant to item 10 of the Reference Form under the provisions set forth in Article 9, item III of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM) Instruction No. 481/2009, as amended (CVM Instruction 481/2009); Exhibit IV Proposal of the Executive Board for the allocation of profits from the year ended December 31, 2017 and its respective exhibits, under Article 9, II, of CVM Instruction 481/2009 (Exhibit 9-1-II) and also the Capital Budget for the purposes of Article 196 of Law 6,404/76; Exhibit V Proposal for compensation of management and information related to item 13 of the Reference Form, as set forth in Article 12, item II of CVM Instruction 481/2009; Exhibit VI Report in the form of a table, showing the origin and justification of the proposed amendments to Vales By-Laws, including their possible legal and economic effects, as well as the draft of Vales By-Laws, highlighting the proposed text for each provision of the by-laws to be amended, as set forth in Article 11 of CVM Instruction 481/2009; Exhibit VII Excerpts from Minutes of the Meetings of Vale S.A.s Board of Directors dated as of January 31, 2018 and February 27, 2018, including exhibits Exhibit VIII Opinions of the Fiscal Council of Vale S.A. dated February 27, 2018. 3
I. Notice of Meeting The Shareholders of Vale S.A. (Vale or Company) are hereby called to the Annual and Extraordinary Shareholders Meetings which will be held cumulatively on April 13, 2018, at 10 a.m., at the address Avenida das Américas no. 700, 2nd floor, Room 218 (auditorium), Città America, Barra da Tijuca, in the City of Rio de Janeiro, in order to vote on the following items on the Agenda: I. Evaluation of managements report and analysis, discussion and vote on the financial statements for the fiscal year ended December 31, 2017; Proposal for the allocation of profits for the year 2017, and the consequent approval of Vales Capital Budget, for the purposes of Article 196 of Law 6,404/1976; Ratify the nomination of a effective member of the Board of Directors made at the meeting of the Board on January 31, 2018, under paragraph 8 of Article 11 of the By-Laws; Election of the members of the Fiscal Council; Setting the compensation of management and members of the Fiscal Council for the year 2018; Ratification of the annual compensation paid to management and members of the Fiscal Council in the year 2017. Amendment of Vales By-Laws to reflect some improvements and adapt them to the new rules of the Novo Mercado, the special listing segment of B3 S.A. - Brasil, Bolsa, Balcão (B3), effective as of January 2, 2018 (Novo Mercado Listing Rules), all as follows, as well as the consequent restatement of the By-Laws: II. III. IV. V. VI. VII. a. Amend paragraph 1 of Article 1, the head paragraph of Article 5, paragraph 1 of Article 10, paragraph 3 of Article 11, item XXXIV of Article 14, the Sole Paragraph of Article 30, Article 41, Article 55, as well as delete paragraphs 2 and 3 of Article 1, all to comply with the requirements set forth in the Novo Mercado Listing Rules; Make a mere spelling adjustment in paragraph 4 of Article 5; Include in paragraph 2 of Article 6 the provision that the Board of Directors ("BD") may reduce the term for the exercise of preemptive rights in issuances; Adjust the wording of paragraph 5 of Article 10 in order to replace the term technical and consultant with advisory; Adjust the wording of the Sole Paragraph of Article 12 to provide for the possibility of holding BD meetings at one of Vales offices; b. c. d. e. 4
f. Include in items VII and XXI of Article 14 the provision that the BD will act as guardian for the execution of governance and the governance model and practices, respectively; Include in item XV of Article 14 the assignment of calling General Meetings; Include in item XVII of Article 14 the responsibility of setting the scope of work for auditors, observing applicable legislation; Replace the term consulting with advisory in paragraph 1 of Article 14; Transfer the prohibition set forth in paragraph 3 of Article 14 to a new article, which will be included in the chapter entitled Prohibition of Contributions to Political Movements. Adjust the wording in the head paragraph of Article 15 in order to replace the term technical and consulting with advisory, as well as change the name of the Compliance and Risk Committee to Governance, Compliance and Risk Committee; Adjust the wording of paragraph 1 of Article 15 in order to delete the term consultant or technical; Delete from paragraph 2 of Article 15 the prohibition of additional compensation for participating in the committee; Delete the reference to cancellation of registration as a publicly-held company from the title of Chapter VIII; Delete item XXXV from Article 14 and delete Articles 42, 43, 47, 48 and certain definitions from Article 44, since these provisions were mandatory clauses for purposes of the former Novo Mercado Listing Rules, renumbering of the following articles; Include reference to B3 in paragraph 4 of Article 45; Change the cross-references included in paragraphs 5, 6 and 8 of Article 45 and Articles 49 and 50; Amend Article 52 and delete Articles 53 and 54 to set a procedure in the event of the companys exit from the Novo Mercado, and include the new Article 49, renumbering the following articles; and Include a chapter entitled Transitional Provisions to set forth the term for adjusting the composition of the BD, in line with the Novo Mercado Listing Rules. g. h. i. j. k. l. m. n. o. p. q. r. s. 5
II. Procedures for Participation in the Shareholders Meetings The shareholders participation in the Shareholders Meetings (Meetings) is of utmost importance. The presence of at least, (a) ¼ (one quarter) of the Companys total capital with voting rights is necessary for the Annual Shareholders Meeting to be held, which will address the matters set forth in items (I) to (VI) of the Agenda, and (b) 2/3 (two thirds) of the Companys total capital with voting rights is necessary for the Extraordinary Shareholders Meeting to be held, which will address the matter set forth in item (VII) of the Agenda. If either of these quorums is not met, the Company will publish a new Notice of Meeting announcing the new date for the Meeting(s) to be held at second call, as the case may be, to address the pending matter(s), which can be held with the presence of any number of shareholders. Vales shareholders may attend the Shareholders Meetings in person, by a duly constituted proxy, or by sending an absentee ballot, pursuant to CVM Instruction 481/2009. 2.1. Participation in Person The following documents are required for shareholders to participate in person in the Meetings: 6 Individual valid photo I.D. (original or certified copy) of the shareholder. The following documents may be submitted: (i) Identity Card (RG); (ii) Foreigners Identity Card (RNE); (iii) Passport; (iv) Professional Association card accepted as identification for legal purposes (for example, OAB, CRM, CRC, CREA); or (v) Drivers License (CNH). proof of ownership of shares issued by Vale issued by the depository financial institution or custodian up to four (4) business days before the date of the Meetings. Legal Entity valid photo I.D. of the legal representative (original or certified copy). The following documents may be submitted: (i) Identity Card
We remind you that the documents will be checked to ensure they are in order before the beginning of the Meetings. For this reason, the shareholders are kindly requested to arrive in advance of the aforementioned Meetings so that the documents can be duly checked in a timely manner for their participation. 2.2. Participation by Proxy Shareholder participation in the Meetings can be through a duly constituted proxy, observing the terms of Article 126, paragraph 1 of Law No. 6,404 of December 15, 1976, as amended (Law 6,404/1976). The proxy must have been nominated less than one (1) year previously and be a shareholder or a manager of the Company, a lawyer registered with the Brazilian Bar Association (Ordem de Advogados do Brasil 7 (RG) or Foreigners Identity Card (RNE); (ii) Passport; (iii) Professional Association card accepted as identification for legal purposes (for example, OAB, CRM, CRC, CREA); or (iv) Drivers License (CNH). documents proving representation, including the proxy appointment and copy of the formation documents and of the minutes of the election of the directors, and, in the case of investment fund, copies of (i) the fund by-laws in force, (ii) the formation documents of its director or manager, as the case may be, and (iii) the minutes of the election of such directors. If such documents are in a foreign language, they must be translated into Portuguese by a sworn translator, and notarization and consularization shall not be necessary. It should be noted that documents in English or Spanish do not need to be translated. proof of ownership of shares issued by Vale issued by the depository financial institution or custodian up to four (4) business days before the date of the Meetings.
OAB), or a financial institution, and the members of investment funds must be represented by their fund management company. Pursuant to the provisions set forth in Circular-Letter/CVM/SEP/no.02/2018, shareholders that are legal entities may be represented in the shareholders meetings by their legal representatives or by a duly constituted proxy in accordance with the provisions of their respective formation documents and the Brazilian Civil Code. In this specific case, it is not required that the proxy of the legal entity shareholder be a shareholder, investment fund shareholders, CVM Administrative Proceeding shareholders meetings through a company manager or a lawyer. Accordingly, pursuant to the decision of the CVM Board under no. RJ-2014-3578, may be represented in the legal representatives or through proxies duly constituted by their manager or director, in accordance with their by-laws. In any case, it should be noted that legal entity shareholders and investment fund shareholders who wish to be represented in the Meetings by proxy must submit, in addition to the proxy appointment and proxys I.D., all the documents mentioned in item 2.1 above. Any proxy written in a foreign language must be accompanied by the corporate documents, in the case of a legal entity, and the proxy instrument, all duly translated into Portuguese by a sworn translator, and notarization and consularization shall not be necessary. It should be noted that documents in English or Spanish do not need to be translated. In item VI of this Manual, there is a proxy template for the shareholders reference. Shareholders may also use proxies other than that suggested in this Manual, as long as they are in accordance with the provisions of Law 6,404/1976 and the Brazilian Civil Code. To expedite the process of conducting the Meetings, those shareholders represented through a power of attorney (proxy) may, at their sole and exclusive discretion, send the representation documents at least 72 (seventy-two) hours prior to aforementioned Meetings, to the following address: Att: Investor Relations Office Praia de Botafogo, 186, 18 andar, Torre Oscar Niemeyer, Botafogo, in the City of Rio de Janeiro RJ, CEP 22250-145 8
Despite the above-mentioned deadline, we point out that the shareholder who appears by the start of the Meetings with the required documents will be entitled to participate and vote, even if he or she has not submitted them to the Company in advance. We remind you that the representation documents will be checked before the beginning of the Meetings to ensure they are in order. For this reason, shareholders are kindly requested to arrive in advance of the Meetings so that the documents necessary for their participation can be duly checked in timely manner for their participation. 2.3. Participation of Holders of American Depositary Shares (ADSs) Holders of ADSs may attend the Meetings, in which they will be represented by Citibank N.A. (Citibank), as a depository financial institution, observing the terms and procedures set forth in the Deposit Agreement signed with Vale. Citibank will send the voting cards (proxies) to the ADS holders so that they may exercise their voting rights and will be represented in the Meetings through its representative in Brazil, Banco Bradesco S.A. (Bradesco). 2.4. Participation by Absentee Ballot As set forth in Articles 21-A et seq. of CVM Instruction 481/2009, the Companys shareholders may send, as of this date, their voting instructions with respect to the matters addressed at the Meetings by completing and sending the absentee ballots (Ballots), attached as Exhibit I and II to this Manual. The content of the Ballots should reflect Exhibit 21-F of CVM Instruction 481/2009, which unites all the proposals for vote included in the Meetings Agendas. The Ballots must: be accessed, to be printed and completed in advance, under the banner AGO/E 4/13/2018 on the first page of the Companys website (www.vale.com), as well as on the website of the CVM; and be received at least seven (7) days prior to the date of the Meetings, i.e., by April 6, 2018 (inclusive). Any voting ballots received after this date will be disregarded. The shareholder opting to exercise his or her vote through the Ballots must do so through one of the following options: 9
(i) through instructions for completion transmitted to the Companys depository; (ii) through instructions for completion transmitted to their respective custodians, in the case of shareholders holding shares deposited in a central depository; or (iii) through sending the Ballots directly to the Company. After the deadline for absentee voting, namely, as of April 7, 2018, the shareholders can no longer change the voting instructions sent, except at the Meetings, in person or through a duly constituted proxy, upon specific request to disregard the voting instructions sent by Ballot, before the respective matter is put up to vote. 2.4.1. Through instructions for completion transmitted to the Companys depository This option is exclusively for shareholders holding shares deposited with Bradesco and that are not deposited in the central depository: The shareholder holding shares that are not deposited in the central depository namely, at the B3 - and who opts to exercise his or her right to absentee voting through providers of depository services of the Companys shares, Bradesco, shall appear at any one of Bradescos 5,300 branches at least 7 days before the date of the Meetings, during the local banking hours, and submit the completed Ballot, initialed and signed, as well as the documents identified in the table below, so that the information in the Ballot may be transferred to Bradescos systems. * Types of I.D. accepted: RG, RNE, CNH, Passport and officially recognized professional association card. ** For investment funds, manager and/or administrator documents, observing the voting policy. Under Art. 21-B of CVM Instruction 481/2009, the shareholder must transmit the instructions for completing the Ballot to the depository agent at least seven (7) days before the Meetings are conducted, i.e., by April 6, 2018 (inclusive). Shareholders with questions may contact Bradesco as follows: 10 Documents to be submitted at the Bradesco branch, together with the Ballot Individual Legal Entity Investment Fund CPF and Photo ID of the shareholder or legal representative * X X X Formation Documents, restated and updated ** - X X Document proving powers of representation ** - X X Restated and updated fund by-laws - - X
PHONE: 0800 701 1616 e-mail: 4010.acecustodia@bradesco.com.br Bradesco informs that the information above was inserted solely so the shareholder can have a channel to ask any questions related to sending the ballot to the depository agent. However, Bradesco will not accept the receipt of Ballots through electronic mail, and only ballots submitted through any Bradesco branch shall be considered, in the terms and conditions set forth in this Manual. 2.4.2 Through instructions for completion transmitted to their respective custodians This option is exclusively for shareholders holding shares under custody of the central depository i.e., at the B3. In this case, the absentee vote shall be exercised by shareholders in accordance with the procedures adopted by their respective custodians. The shareholder holding the shares deposited in the Central Depository of the B3 and who opts to exercise his or her right to absentee vote through service providers must transmit their voting instructions to their respective custodians, observing the rules established by them, which, in turn, shall forward such voting intentions to the Central Depository of the B3. To do so, the shareholders should get in touch with their respective custodians and check the procedures established by them to issue the voting instructions through the Ballot, as well as the documents and information they require to exercise such right. Under Art. 21-B of CVM Instruction 481/2009, the shareholder must transmit the instructions for completing the Ballot to their custodians at least seven days before the Meetings are conducted, i.e., by April 6, 2018 (inclusive), unless a different deadline, which must be before such date, is established by their custodians. Please note that, as established by Art. 21-S of CVM Instruction 481/2009, the Central Depository of the B3, upon receiving voting instructions of shareholders through their respective custodians, will disregard any instructions differing from that same vote that may have been issued by the same CPF (Individual Taxpayer Number) or CNPJ (Corporate Taxpayer Number). 2.4.3. Through sending the Ballot directly to the Company 11
The shareholders may also, as an alternative to the procedures described in items 2.4.1 and 2.4.2 above, send their Ballots directly to the Company. To do so, the shareholders must print the Ballots (attached as Exhibit I and II to this Manual), complete it, initial all the pages and sign it, noting that the Company does not require certified signatures on Ballots issued in Brazil or notarization of those issued outside of Brazil. Then, the shareholders must send the Ballot, duly completed, initialed and signed, and with the signatorys signature certified or notarized, as applicable, to the following mailing address: Praia de Botafogo, 186, 18 andar, Torre Oscar Niemeyer, Botafogo, in the City of Rio de Janeiro RJ, CEP: 22250-145, to the attention of the Investor Relations Office, together with a copy of the documents listed below: Individuals valid photo I.D. of the shareholder. The following documents may be submitted: (i) Identity Card (RG); (ii) Foreigners Identity Card (RNE); (iii) Passport; (iv) Professional Association card accepted as identification for legal purposes (for example, OAB, CRM, CRC, CREA); or (v) Drivers License (CNH). Legal entities documents proving representation, including copy of the formation documents and of the minutes of the election of the directors, and, in the case of investment fund, copy (i) of fund by-laws in force; (ii) of the formation documents of its director or manager, as the case may be, and (iii) of minutes of the election of such directors. If such documents are in a foreign language, they must be translated into Portuguese by a sworn translator, and notarization and consularization shall not be necessary. It should be noted that documents in English or Spanish do not need to be translated. valid photo I.D. of the legal representative. The following documents may be submitted: (i) Identity Card (RG) or Foreigners Identity Card (RNE); (ii) Passport; (iii) Professional Association card accepted as identification for legal purposes (for example, OAB, CRM, CRC, CREA); or (iv) Drivers License (CNH). The shareholder may also, if he or she prefers, send the documents to the Company in advance, by sending digitalized copies of the Ballots and the documents referred to above to the email address vale.ri@vale.com. Either way, it is indispensable that the Company receives the original (physical) copy of the Ballot and copies of 12
the other documents sent before via email by the shareholder within seven (7) days before the Meetings, i.e., by April 6, 2018 (inclusive), to the address mentioned above in this item 2.4.3. Within three (3) days after receipt of such documents, the Company shall contact the shareholder, via the email address listed in item 2.1 of the Ballot, to confirm its receipt and acceptance. If the Ballot is not properly completed or accompanied by the documents of proof described above, it will be disregarded and such fact shall be informed to the shareholder via digital communication sent to the email address listed in item 2.1 of the Ballot, which will indicate the need to resend the Ballot or the accompanying documents (provided there is sufficient time), describing the procedures and deadlines needed to correct the absentee vote. During the voting period, the shareholder may send new voting instructions to the Company, if he or she understands it is necessary, and the voting map of the Company shall consider the last voting instruction submitted. If there are differences between the Ballot received directly by the Company and the voting instruction contained in the voting map provided by the depository for the same CPF of CNPJ number, the voting instruction of the depository shall prevail, pursuant to the provisions of article 21-W, paragraph 2 of CVM Instruction 481/2009. Vale stresses that: Ballots sent by shareholders who are not eligible to vote in the Meetings or in the respective vote shall not be considered for purposes of vote calculation; for the purposes of vote calculation, only the shares held by each shareholder on the date the Meetings are conducted will be considered, regardless of the date the respective Ballot is sent; so, if the shareholder sells shares between the date the respective Ballot is sent and the date the Meeting are conducted, the votes related to the shares sold will be disregarded; voting instructions from a certain CPF or CNPJ shall be attributed to all the shares held by that CPF or CNPJ, according to the shareholding positions provided by the depository on the date of the Meetings. 13
III. The Vote 3.1. Voting Rights Pursuant to paragraphs 3 and 4 of Article 5 of Vale's Bylaws, each common share and each special-class preferred share issued by the Company gives the right to one vote in the resolutions of the Meetings Agenda, and the special-class preferred shares shall only be ensured the voting right in the election of the members of the Board of Directors in the cases set forth in paragraphs 4 and 5 of Article 11 of the Bylaws, and in Article 141 of Law 6,404/1976. Thus, all of the Companys shareholders may vote in all matters on the Meetings Agenda, except for item III, which refers to the ratification of the appointment of a member of the Board of Directors, in which only holders of common shares can vote. 14
IV. Matters on the Agenda All documents regarding the Agenda of the Vale Shareholders Meetings are available to the shareholders at the main offices of Vale, on its website (www.vale.com) and on the websites of the CVM (www.cvm.gov.br), the B3 (www.b3.com.br), and the Securities and Exchange Commission (www.sec.gov). 4.1. Evaluation of managements report and analysis, discussion and vote on the financial statements for the fiscal year ended December 31, 2017 To vote on this matter, the following documents are available to the shareholders: i. the Management Report, Financial Statements related to the fiscal year ended December 31, 2017, and the Opinion of the Independent Auditors (KPMG Auditores Independentes), which was published in the newspapers on March 2, 2018, as required by law in force; ii. the Opinions of the Board of Directors and Fiscal Council dated February 27, 2018; iii. the 2017 DFP Form (Standardized Financial Statements); and iv. managements comments on Vales financial situation, pursuant to item 10 of the Reference Form under the provisions set forth in Article 9, item III of CVM Instruction No. 481/2009, and its subsequent amendments, attached hereto as Exhibit III. 4.2 Proposal for the allocation of profits for the year 2017, and the consequent approval of Vales Capital Budget, for the purposes of Article 196 of Law 6,404/1976; To vote on this matter, the following documents are available to the shareholders: 15
i. the Proposal of the Executive Board for the allocation of profits for the year ended December 31, 2017; ii. the Exhibit to the proposal pursuant to CVM Instruction CVM 481/2009 (Exhibit 9-1-II); iii. the Capital Budget, for the purposes of Article 196 of Law 6,404/1976; and iv. the Opinion of the Fiscal Council on the allocation of profits and Extract of the Minutes of the Board of Directors both dated February 27, 2018. 4.3. Ratification of nomination of effective member of the Board of Directors Under paragraph 8 of Article 11 of Vales Bylaws, in the event a position of a member of the Board of Directors or his or her alternate is vacated, the replacement may be nominated by the remaining members, who shall serve until the first shareholders meeting, which will vote on his or her election. Considering the resignation of the principal member of the Board of Directors Mr. Eduardo de Salles Bartolomeo, the Board of Directors, in a meeting held on January 31, 2018, approved the appointment of Mr. Ney Roberto Ottoni de Brito, and, pursuant to paragraph 8 of Article 11 of the Companys Bylaws, such appointment shall be ratified by the Shareholders Meeting held after the appointment. To vote on this matter, the information on Mr. Ney Roberto Ottoni de Brito is made available, in accordance with the provisions of Article 10 of CVM Instruction 481/2009, under items 12.5 to 12.10 of the Reference Form, as set forth in Exhibit A to CVM Instruction 552/2014, by virtue of theguidelines set forth in Circular-Letter/CVM/SEP/no. 02/2018, as shown below: 16 Name Ney Roberto Ottoni de Brito Date of Birth August 21, 1945 Profession Mechanical engineer CPF/MF (Individual Taxpayer Number) 100.055.527-53
Ney Roberto Ottoni de Brito Effective Member of the Board of Directors (since January 2018), Coordinator of the Compliance and Risk Committee, as well as Member of the Finance Committee (since January 2018). Mr. de Britos main professional experience in the last 5 years includes the position as CEO at Ney O. Brito e Associados, which operates in the financial advisory and investment management segment (since December 1978). He holds an undergraduate degree in Mechanical Engineering completed in December 1967, a Masters Degree in Production Engineering completed in June 1969, both from Universidade Federal do Rio de Janeiro, as well as a PhD in Finance from GSB Standford University, completed in March 1975. Declarations Judicial and administrative convictions (including criminal). Mr. Ney Roberto Ottoni de Brito declared, for all legal purposes, that, over the past five (5) years, he was not subject to (i) any criminal conviction, (ii) any adverse judgment in an administrative proceeding from the Brazilian Securities and Exchange Commission, or (iii) any conviction in a final and unappealable decision, at a judicial or administrative level, that has suspended or disqualified him from performing of any professional or commercial activity. 17 Position to hold Effective Member of the Board of Directors Election date April 13, 2018 Date of investiture By May 12, 2018 Term of Mandate Until the Annual Shareholders Meeting of 2019 Other positions held or duties exercised at Vale Coordinator of the Compliance and Risk Committee and Member of the Finance Committee Nominated/Elected by the controlling shareholder? Yes Independent member? No Number of consecutive terms N/A
Marital relationship, civil union or family relationship up to second degree. Mr. Ney Roberto Ottoni de Brito declared, for all legal purposes, that there is no marital relationship, civil union or family relationship up to second degree between him and (i) Vales managers; (ii) the managers of direct or indirect subsidiaries of Vale; (iii) direct or indirect parent companies of Vale; and (iv) the managers of the direct and indirect parent companies of Vale. Relations of Subordination, Provision of Service or Control. Mr. Ney Roberto Ottoni de Brito declared, for all legal purposes, that there are no relations of subordination, provision of service or control, in the past three (3) fiscal years, between him and (i) a direct or indirect subsidiary of Vale, except for those in which Vale holds, directly or indirectly, total capital stock; (ii) direct or indirect parent companies of Vale; or (iii) material suppliers, customers, debtors or creditors of Vale, its subsidiaries or its parent companies, or subsidiaries of any of the above. Declaration of Politically-Exposed Person Mr. Ney Roberto Ottoni de Brito declared, for all legal purposes, that he is not a politically-exposed person, under applicable regulations. Percentage of Attendance at Meetings during the Fiscal Year ended December 31, 2017 4.4 Election of the members of the Fiscal Council Pursuant to Articles 30 and 31 of Vales Bylaws, the Fiscal Council is a permanently functioning body, formed by three (3) to five (5) members, who shall remain in their 18 Board of Directors Total Meetings held by the respective body during the last fiscal year since the investiture of the Director % of attendance of the member at meetings held during the last fiscal year after his or her investiture Ney Roberto Ottoni de Brito N/A N/A
positions until the first Annual Shareholders Meeting after their election. The election of the members of the Fiscal Council shall comply with the provisions of the legislation in force and of Vales Bylaws. Information on the candidates nominated for election/reelection by the controlling shareholders, for the positions of principal and alternate members of the Fiscal Council, in accordance with the provisions of Article 10 of CVM Instruction 481/2009 (under items 12.5 to 12.10 of the Reference Form, as set forth in Exhibit A to CVM Instruction 552/2014, by virtue of the 02/2018), is shown below: guidelines set forth in Circular-Letter/CVM/SEP/no. Meeting is held (1) There is no nomination of an alternate member for this candidate. Nascimento 19 Alternates Name Vacant Sergio Mamede Rosa do Principal Members Name Marcelo Amaral Moraes (1) Marcus Vinícius Dias Severini(1) Eduardo Cesar Pasa Date of Birth July 10, 1967 October 2, 1957 September 2, 1970 Profession Bachelor of Economics Accountant Banker CPF/MF or Passport 929.390.077-72 632.856.067-20 541.035.920-87 Elected position to hold Effective Member of the Fiscal Council Effective Member of the Fiscal Council Effective Member of the Fiscal Council Election date April 13, 2018 April 13, 2018 April 13, 2018 Date of investiture By May 12, 2018 By May 12, 2018 By May 12, 2018 Term of Mandate Until the 2019 Annual Shareholders Meeting is held Until the 2019 Annual Shareholders Meeting is held Until the 2019 Annual Shareholders Other positions held or duties exercised at Vale Not Applicable Not Applicable Not Applicable Nominated/Elected by the controlling shareholder? Yes Yes Yes Independent member? N/A N/A N/A Number of consecutive terms 15 1 1
Council Meeting is held Main professional experience: Principal Members Marcelo Amaral Moraes Effective Member of Vales Fiscal Council (since April 2004), where he also held the position of Alternate Member of the Board of Directors (from May to August 2003). His main professional experience in the last 5 years includes: (i) Member of the Board of Directors of CPFL Energia S.A., a publicly-held company in the electricity sector (since April 2017); (ii) Member of the Fiscal Council of Aceco TI S.A., a private company specializing in the design, implementation and maintenance of data centers (since March 2016); (iii) Member of the Board of Directors of Eternit S.A. (since April 2016), a publicly-held company specialized in various activities such as exploration of agricultural activities, purchase and sale of gold, industrialization of cement, concrete, and plaster products, among others; (iv) Executive Officer of Capital Dynamics Investimentos Ltda. (from January 2012 to April 2015), a private equity management company. He holds an undergraduate degree in Economics from Universidade Federal do Rio de Janeiro UFRJ, completed in January 1991; an MBA in Business Administration from COPPEAD at UFRJ, completed in November 1993; and a graduate 20 Date of Birth N/A N/A April 29, 1954 Profession N/A N/A Administrator CPF/MF or Passport N/A N/A 650.042.058-68 Elected position to hold N/A N/A Alternate Member of the Fiscal Election date N/A N/A April 13, 2018 Date of investiture N/A N/A By May 12, 2018 Term of Mandate N/A N/A Until the 2019 Annual Shareholders Other positions held or duties exercised at Vale N/A N/A Not Applicable Nominated/Elected by the controlling shareholder? N/A N/A Yes Independent member? N/A N/A N/A Number of consecutive terms N/A N/A 2
degree in Corporate Law and Arbitration from Fundação Getúlio Vargas, completed in November 2003. Marcus Vinícius Dias Severini Effective Member of Vales Fiscal Council (since April 2017). His main professional experience in the last 5 years includes: Controller of Vale (from October 1994 to March 2015); (ii) Member of the Fiscal Council of BRF S.A. (since April 2015), a publicly-held company in the food sector and (iii) Member of the Fiscal Council of Mills Estruturas e Serviços de Engenharia S.A. (since April 2015), a publicly-held company in the construction sector. He holds an undergraduate degree in Electrical Engineering from Universidade Federal Fluminense UFF completed in December 1979, in Accounting Sciences from UniverCidade completed in December 2003 and a specialization in Economic Engineering from UniSUAW completed in December 1981. Eduardo Cesar Pasa Effective Member of Vales Fiscal Council (since April 2017), where he also held the position of Coordinating Member of Vales Controllership Committee (from April 2014 to August 2017). His main professional experience over the past five years includes: (i) Director of the Accounting Department of Banco do Brasil S.A. (since April 2015), a financial institution, (ii) Member of the Advisory Board of PREVI Caixa de Previdência dos Funcionários do Banco do Brasil (since April 2010), a supplementary social security entity, which holds a stake in the Company through Litel Participações S.A.; (iii) Member of the Fiscal Council of Petrobrás S.A. (since April 2017), a publicly-held company in the oil sector, (iv) General Accounting Manager (from March 2009 to April 2015); (v) Principal Member of the Fiscal Council of Eletrobras - Centrais Elétricas Brasileiras S.A. (April 2015 to April 2017), a publicly-held company operating in the electric energy sector; (vi) Principal Member of the Fiscal Council of Cateno Gestão de Contas de Pagamento S.A. (from April 2016 to April 2017), a privately held company and service provider; (vii) Principal Member of the Fiscal Council of Cassi - Caixa de Assistência dos Funcionários de Banco do Brasil S.A. (from April 2010 to April 2014), a privately held company that operates in the health sector; (viii) Alternate Member of the Fiscal Council of Banco Votorantim S.A. (from April 2009 to April 2015), a financial institution; and (ix) Principal Member of the Fiscal Council of BBTS - BB Tecnologia e Serviços (from April 2008 to April 2015), a privately held company and service provider. He holds an undergraduate degree in Accounting Sciences from Centro Universitário de Brasília UniCeub, completed in September 1995; a Lato-Sensu Graduate Degree in Accounting Sciences from the Economics Graduate School of Fundação Getulio Vargas FGV, completed in July 1997; and a Masters Degree in 21
Accounting Sciences from the Economics, Business and Accounting School of Universidade de São Paulo (USP) completed in April 2003. Alternate Sergio Mamede Rosa do Nascimento Alternate Member of Vales Fiscal Council (since Abril 2016). His main professional experience in the last 5 years includes: (i) Member of the Fiscal Council of Fibria Celulose S.A. (from April 2013 to April 2015), a publicly-held company in the pulp sector; (ii) Member of the Fiscal Council of Marisol S.A. (from April 2011 to July 2012), a publicly-held company in the apparel sector; and (iii) Managing Partner of Barra Livros e Cursos Editora Ltda. (since March 2011). He holds an undergraduate degree in Physics from Universidade de Franca, completed in 1976; a graduate degree in engineering economics from ICAT - UDF, completed in December 1983; and an MBA in finance from IBMEC Instituto Brasileiro de Mercado de Capitais, completed in December 1991. Declarations Judicial and administrative convictions (including criminal). All the candidates above declared, individually and for all legal purposes, that, over the past five (5) years, they were not subject to (i) any criminal conviction, (ii) any adverse judgment in an administrative proceeding from the Brazilian Securities and Exchange Commission, or (iii) any conviction in a final and unappealable decision, at a judicial or administrative level, that has suspended or disqualified them from performing of any professional or commercial activity. Marital relationship, civil union or family relationship up to second degree. All the candidates declared, individually and for all legal purposes, that there is no marital relationship, civil union or family relationship up to second degree between them and (i) Vales managers; (ii) the managers of direct or indirect subsidiaries of Vale; (iii) direct or indirect parent companies of Vale; and (iv) the managers of the direct and indirect parent companies of Vale. Relations of Subordination, Provision of Service or Control. 22
All the candidates declared, individually and for all legal purposes, that there are no relations of subordination, provision of service or control, in the past three (3) fiscal years, between them and (i) a direct or indirect subsidiary of Vale, except for those in which Vale holds, directly or indirectly, total capital; (ii) direct or indirect parent companies of Vale; or (iii) material suppliers, customers, debtors or creditors of Vale, its subsidiaries or its parent companies, or subsidiaries of any of the above. Declaration of Politically-Exposed Person All the candidates declared, individually and for all legal purposes, they are not politically exposed persons under the applicable regulations, except for Mr. Eduardo Pasa, who declared himself to be politically exposed, pursuant to CVM Instruction 301 of April 16, 1999, as amended, since he holds a position of the Director of the Accounting Department of Banco do Brasil. Percentage of Attendance ended December 31, 2017 at Meetings of the Fiscal Council during the Fiscal Year member at meetings held after 23 Fiscal Council Total Meetings held by the respective body during the last fiscal year since the investiture of the Director % of attendance of the investiture Marcelo Amaral Moraes 12 100% Marcus Vinícius Dias Severini 12 100% Eduardo Cesar Pasa 12 100% Sergio Mamede Rosa do Nascimento 12 0%
4.5 Setting the compensation of management and members of the Fiscal Council for the year 2018 Vale is one of the largest diversified mining companies in the world and one of the largest private companies in Latin America. It is present in 25 countries, with shareholders in all continents, and had 73,596 direct employees and 35,227 outsourced employees working in its operations as of December 31, 2017. Therefore, it is a global company, of large size and great complexity, which requires from its management a deep knowledge of its business and markets, in addition to an unlimited dedication. As a global company, Vale knows that attracting the best professionals, retaining talents, motivating and engaging professionals who hold strategic positions, especially Executive Officers, is a critical challenge for the Company's success at all times. Therefore, the market is always the benchmark, within a global competition perspective, and Vale thus considers, for purposes of determining the compensation of its managers, the compensation policies and practices adopted by the top mining companies, as well as other large global companies from other industries. Accordingly, the annual compensation proposal is prepared on the basis of these market principles, also taking into account the responsibilities of the directors, the time devoted to their duties, their professional competence and reputation and the value of their services in the market. It also considers the market practices in the localities where the company operates, its alignment with the short and long-term strategy, its return to shareholders and the sustainability of its business. Such proposal is prepared with the support of the People Committee, composed of four members of the Board of Directors and one independent member, who makes recommendations to the Board of Directors regarding the annual aggregate compensation of the Executive Officers. The Board of Directors deliberates and submits the proposal for approval, in an aggregated manner, by the Annual Shareholders' Meeting, under the provisions of Article 10, Paragraph 4, of the Company's Bylaws. Once the aggregate compensation has been approved, it is the responsibility of the Board of Directors, with the support of the People Committee, to distribute it among its members and the Board of Executive Officers. One of the core pillars of designing the compensation proposal is the alignment with the Company's performance and return to its shareholders. Therefore, in addition to fixed compensation, our executive officers may also receive for bonuses and incentive 24
payments. Taking into account the design of the total compensation in 2018, computing fixed fees, short-term (target performance) and long-term incentives (concession1), for the entire Board of Executive Officers, the distribution of the total compensation is as follows: 27% of fixed fees, 28% of short-term variable compensation and 46% of long-term variable compensation based on shares. This long-term portion is composed by 20% related to the Matching Program2 and 26% related to the Phantom Stock Plan (PAV)3. It should also be highlighted that the short-term variable compensation is fully associated with the Company's cash generation and, as such, in alignment with the remuneration of the Company's shareholders. Combined with cash generation, the short-term variable compensation also takes into account economic and financial targets that reflect the operating performance, as well as health and safety targets, sustainability and accomplishment of strategic initiatives. Additionally, long-term programs are directly linked to the performance of the stock and, therefore, tied to the return to shareholders. In particular, the payment related to the PAV is a direct function of Vale's Total Shareholder Return Indicator (TSR), compared to a preselected group of companies. In brief, we can say that 73% of the compensation of the Board of Executive Officers is directly associated with the return to shareholders. In 2017 Vale completed important steps to renovate the company governance as, for example, the election of independent members to the Board of Directors and the implementation of mechanisms to protect minority shareholders on the company Bylaws, concluding with the earlier than expected listing on the B3s Novo Mercado. As part of the strategy to move forward with improvement of its governance, Vale follows with the agenda on multiples fronts such as the development and adjustment of the company policies, the review of control and compliance functions and the progress in relation to the disclosure of information relevant to the shareholders. Vale has shown significant evolution in transparency of management compensation disclosed on the 2018 Reference Form, Item 13, with detailed presentation of the structure of the Executive Board goals panel, the peer group used as benchmark to measure the value generated by Vale and the metrics used on the short and long term variable compensations. With the new set of information, shareholders are equipped 1 Upon the decision of the Board, the company grants long-term programs that entitle the participants to future payments, subject to the achievement of performance, as described in Exhibit V of this Manual. 2 The details of the Matching Program are described in Exhibit V of this Manual 3 The details of the PAV are described in Exhibit V of this Manual 25
with the content to evaluate the alignment of the management incentives and the performance and sustainability of the company on the long-term, and to assess the robust process in place to set and measure the goals and the indicators that mirror the value creation to the shareholders. The company will be participating in a work group with other companies and B3 to establish new requirements for a compensation policy for companies listed in the Novo Mercado a special listing segment of the B3 stock exchange with higher governance standards - to be formed by B3 in 2018. Once these requirements are defined, the company will formulate its policy. It should be highlighted that, as part of the process of evolution related to governance, transparency and adherence to the changes to Novo Mercado requirements (including requirements related to management compensation), the Board of Directors determined that the Risk and Compliance Committee continues with the work plan and deepens the analysis of the impact on stakeholders of the full adoption by the Company of the Novo Mercado requirements, including the external support, and to present a plan based on the outcome of this analysis to the Board of Directors. To vote on this subject, the shareholders are provided with the following documents: i. the proposal on the compensation of management and members of the Fiscal Council, which is described under item 13.16 of Exhibit V of this Manual. ii. information included under Item 13 of the Reference Form, as set forth in subsection II of Article 12 of CVM Instruction 481/2009, which are included in Exhibit V of this Manual. iii. Extract of the Minutes of the Meeting of the Board of Directors dated 02.27.2018 and its exhibits. 4.6. 2017 Ratification of the compensation paid to management in the year To vote on this subject, the shareholders are provided with the data on the ratification of the compensation paid to management in the year 2017 described in item 13.16 of Exhibit V of this Manual. 26
4.7. Amendment to Vales Bylaws The amendment to Vales Bylaws is necessary to reflect some improvements in corporate governance and to adapt them to the new rules of the Novo Mercado, the special listing segment of B3, effective as of January 2, 2018. To vote on this matter, the following documents are made available to the shareholders: a report, in the form of a table, detailing the origin and justification of the proposed amendments, including their possible legal and economic effects, as well as the draft of Vales Bylaws, highlighting the proposed text for each provision of the bylaws to be amended, as set forth in Art. 11 of CVM Instruction 481/2009. 27
V. ADDITIONAL INFORMATION Any questions or clarifications on the matters listed in the Agenda of the Meetings can be resolved or obtained, as the case may be, through contact Relations Office, including through email at vale.ri@vale.com. with the Investor 28
VI. PROXY VOTE TEMPLATE 29 [ACIONISTA], [Qualificação] (Outorgante), neste ato nomeia e constitui como seu procurador o(a) Sr(a) [NOME], [NACIONALIDADE], [ESTADO CIVIL], [PROFISSÃO], com carteira de identidade nº [_ _] e inscrito no CPF/MF sob o nº [_ _], residente e domiciliado [ENDEREÇO], na Cidade [ ], Estado [ ] (Outorgado), ao qual confere poderes para representar o(a) Outorgante nas Assembleias Gerais Ordinária e Extraordinária da Vale S.A., a serem realizadas, cumulativamente, em primeira convocação no dia 13 de abril de 2018, às 10h, e, se necessário, em segunda convocação em data a ser informada oportunamente, para assinar o Livro de Registro de Presença de Acionistas da Vale S.A. e a ata dessas Assembleias, e apreciar, discutir e votar os assuntos constantes da respectiva ordem do dia, em conformidade com as orientações estabelecidas abaixo: Ordem do dia: Assembleia Geral Ordinária 1) Apreciação do relatório da administração e exame, discussão e votação das demonstrações financeiras, referentes ao exercício social encerrado em 31 de dezembro de 2017: ( ) a favor ( ) contra ( ) abstenção 2) Proposta para a destinação do resultado do exercício de 2017, e a consequente [SHAREHOLDER], [Identification] (the Grantor), hereby makes, constitutes, appoints and designates [NAME], [CITIZENSHIP], [MARITAL STATUS], [PROFESSION], with ID #[_ _] and holder of CPF/MF # [_ _], resident in [CITY], and with commercial address at [ADDRESS], in the City of [_ ], State of [_ ] (the Grantee), as true and lawful attorney-in-fact to represent the Grantor at the Annual and Extraordinary Shareholders Meetings to be held cumulatively on first call on April 13, 2018, at 10 a.m., and, if necessary, on second call on a date to be duly informed, with powers to sign the Attendance Book of Shareholders of Vale S.A. and the corresponding minutes of such Shareholders Meetings, and assess, discuss and vote on matters included in the agenda, in accordance with the voting instructions below: Agenda: Annual Shareholders Meeting 1) Evaluation of managements report and analysis, discussion and vote on the financial statements for the fiscal year ended December 31, 2017: ( ) Pro ( ) Against ( ) Abstain 2) Proposal for the allocation of profits for the year 2017, and the consequent approval of Vales Capital Budget, for
management and members of the Fiscal ( ) Pro ( ) Against ( ) Abstain paid to management and members of 2017: consequent restatement: 30 aprovação do Orçamento de Capital da Vale, para fins do Art. 196 da Lei nº 6.404/1976: ( ) a favor ( ) contra ( ) abstenção 3) Ratificação da nomeação de membro titular do Conselho de Administração: ( ) a favor ( ) contra ( ) abstenção 4) Eleição dos membros do Conselho Fiscal: ( ) a favor ( ) contra ( ) abstenção Caso um dos candidatos que compõem a chapa deixe de integrá-la para acomodar a eleição em separado de que trata os arts. 161, § 4º, e 240 da Lei nº 6.404, de 1976, os votos correspondentes às suas ações podem continuar sendo conferidos à chapa escolhida ( ) a favor ( ) contra ( ) abstenção 5) Fixação da remuneração dos administradores e dos membros do Conselho Fiscal para o ano de 2018: ( ) a favor ( ) contra ( ) abstenção 6) Ratificação da remuneração anual paga aos administradores no exercício de 2017: ( ) a favor ( ) contra ( ) abstenção Assembleia Geral Extraordinária 7) Alteração do Estatuto Social da Vale e sua consequente consolidação: ( ) a favor ( ) contra ( ) abstenção the purposes of Article 196 of Law 6,404/1976: ( ) Pro ( ) Against ( ) Abstain 3) Ratify of nomination of effective member of the Board of Directors: ( ) Pro ( ) Against ( ) Abstain 4) Election of the members of the Fiscal Council: ( ) Pro ( ) Against ( ) Abstain If one of the candidates that compose the group fails to integrate it to accommodate the separate election dealt with by arts. 161, paragraph 4, and 240 of Law No. 6,404 of 1976, the votes corresponding to its shares may continue to be assigned to the chosen group? ( ) Pro ( ) Against ( ) Abstain 5) Setting the compensation of Council for the year 2018: 6) Ratify of the annual compensation the Fiscal Council in the fiscal year ( ) Pro ( ) Against ( ) Abstain Extraordinary Shareholders Meeting 7) Amendment to Vales Bylaws and its
31 Este instrumento é válido por [_ _], a partir da data de sua assinatura. [Local], [Data]. [Acionista] ( ) Pro ( ) Against ( ) Abstain This power of attorney shall remain in effect from [_ _] until [ ]. [Place], [Date]. [Shareholder]
Exhibit I Absentee Ballot for Annual Shareholders Meeting 32 1.Name or business name of the shareholder (without abbreviations) 2.CNPJorCPFofthe shareholder 2.1. Email address for the Company to send the shareholder confirmation of receipt of the ballot 3.Guidelines for completion Shareholders opting to exercise their absentee voting rights, under articles 21-A and following of CVM Instruction 481/2009, as amended (CVM Instruction 481/2009), must complete this Absentee Ballot (Ballot), which shall only be considered valid and the votes cast herein shall only be counted in the quorum for the Annual and Extraordinary Shareholders Meetings (Meetings) of Vale S.A. (Vale or Company) if the following instructions are observed: (i) the shareholder must note above his or her name (or business name), as well as CPF or CNPJ, as applicable, as well as an email address for any contact; (ii) all the fields must be duly completed; (iii) all the pages must be initialed; and (iv) the last page must be signed by the shareholder or its legal representative(s), as applicable and under law in force. The Company does not require certified signatures on Ballots issued in Brazil or notarization of those issued outside of Brazil. Please note that April 6, 2018 is the last day for RECEIPT of the Ballot through one of the three forms listed in item 4 below, and not the last day for it to be sent. If it is received after April 6, 2018, the votes will not be counted. Shareholders opting to exercise their right to vote through the Ballot must observe the other rules and formalities described in the Manual for Participation in the Annual and Extraordinary Shareholders Meetings and in item 12.2 of the Companys Reference Form (Rules, policies and practices related to shareholders meetings), available on the CVMs website (www.cvm.gov.br).
33 4.Delivery guidelines, indicating the ability to send it directly to the Company or send instructions for completion to the depository or custodian So that this Ballot is considered delivered, the Ballot and other required documents as mentioned below must be received at least seven days prior to the Meetings, i.e., by April 6, 2018 (inclusive). The shareholder opting to vote absentee must send the documents through one of the following alternatives: 1) Send to Depository: the shareholder should transmit the instructions for completion of this Ballot to the depository of the Companys issued shares (Banco Bradesco S.A.), only in the case of shares that are not deposited in the central depository, observing the procedures established and the documents required by the depository. 2) Send to custodian: the shareholder should transmit the instructions for completion of this Ballot to the custodian of its shares, observing the procedures established and documents required by the respective custodian. 3) Send directly to the Company: the shareholder may send this Ballot to the mailing address shown below, along with the documents required by the Company, as detailed in the Manual to the Meetings. The shareholder may also, if he or she prefers, send the documents to the Company in advance, by sending digitalized copies of the Ballot and the documents referred to above to the email address vale.ri@vale.com. Either way, it is indispensable that the Company receives the original (physical) copy of the Ballot and copy of the other documents sent before via email by the shareholder, by April 6, 2018. For more clarifications, access the Manual for participation in the Meetings, available on the websites of the Company (www.vale.com), the Comissão de Valores Mobiliários (www.cvm.gov.br) and the B3 (www.b3.com.br) on the internet. If you have questions, contact the Investor Relations Office at the phone number +55 21 3485-3900 or by email at vale.ri@vale.com.
34 Resolutions Simple Resolution 7.Evaluation of the managements report and analysis, discussion and vote on the financial statements for the fiscal year ended December 31, 2017: [ ] Approve [ ] Reject [ ] Abstain Simple Resolution 8.Proposal for the allocation of profits for the year 2017, and the consequent approval of Vales Capital Budget, for the purposes of Article 196 of Law 6,404/1976; Managements P roposal: R$881,360,044.45 for the account Legal Reserve 5.Mailing address and e-mail for sending the absentee ballot, in case the shareholder wishes to send the document directly to the Company Att: Department of Investors Relations Praia de Botafogo, 186, 18 andar, Torre Oscar Niemeyer, Botafogo, in the City of Rio de Janeiro RJ, CEP 22250-145, attention to the Investor Relations Office. e-mail: vale.ri@vale.com 6.Recommendation of the institution hired by the Company to render securities depository services, with name, physical address and e-mail address and telephone number for contact Banco Bradesco S.A. (Bradesco) Telephone number for contact: 0800 701 1616 e-mail: 4010.acecustodia@bradesco.com.br As informed in the Manual of the Meetings, Bradesco informs that the information above was inserted solely so the shareholder can have a channel to ask any questions related to sending the ballot to the depository agent. However, Bradesco will not accept the receipt of Ballots through electronic mail, and only ballots submitted through any Bradesco branch shall be considered, in the terms and conditions set forth in the Manual of the Meetings.
35 R$692,831,841.06 for the account Tax Incentives Reserve R$8,026,504,501.75 for the account Investment Reserve, based on Article 37, II of the ByLaws; R$3,305,031,263.84 for the account Investment Reserve based on Article 196 of Law 6,404 and on the Capital Budget; Ratify the payment of the gross value of R$2,182,466,504.13 (R$0,419912462 per outstanding common share or special class preferred share) as a prepayment of the allocation of profits from the 2017 fiscal year to be distributed on March 15, 2018; and Ratify the payment of the gross value of R$2,539,006,733.78 (R$0.488511766 per outstanding common share and, under the provisions of Article 5º, §5, of the Bylaws, R$0.620920871 per special class preferred share) to be distributed on March 15, 2018 - Capital Budget [ ] Approve [ ] Reject [ ] Abstain Simple Resolution 9.Ratify the nomination of Mr. Ney Roberto Ottoni de Brito as principal member of the Board of Directors: [ ] Approve [ ] Reject [ ] Abstain Election of the Fiscal Council by single group of candidates 10.Election of the members of the Fiscal Council and respective alternates nominated by the controlling shareholders: [ ] Approve [ ] Reject [ ] Abstain If one of the candidates that compose the group fails to integrate it to accommodate the separate election dealt with by arts. 161, paragraph 4, and 240 of Law No. 6,404 of 1976, the votes corresponding to its shares may continue to be assigned to the chosen group? [ ] Approve [ ] Reject [ ] Abstain Simple Resolution Principal Alternate Marcelo Amaral Moraes Vacant Marcus Vinícius Dias Severini Vacant Eduardo Cesar Pasa Sergio Mamede Rosa do Nascimento
[City], [date] Name and signature of Shareholder 36 11.Setting the compensation of management and members of the Fiscal Council for the year 2018: Managements P roposal: Set the annual overall compensation of management, members of the Advisory Committees and members of Vales Fiscal Council for the fiscal year of 2018, in the amount of up to R$184,571,987.07, to be individualized by Vales Board of Directors. Set the monthly compensation of each acting member of the Fiscal Council, from May 1, 2018, until the Annual Shareholders Meeting to be held in 2019, corresponding to 10% (ten percent) of the compensation that, on average, is attributed monthly to each Executive Officer, not counting benefits, representation funds and profit sharing. In addition to the compensation set forth above, the acting members of the Fiscal Council shall be entitled to reimbursement of travel and subsistence expenses necessary for the performance of their duties, provided that alternate members shall only be reimbursed in the cases in which they exercise their title due to vacancy, impediment or absence of the respective principal member. [ ] Approve [ ] Reject [ ] Abstain Simple Resolution 12.Ratify the annual compensation paid to management and members of the Fiscal Council in the year 2017: Managements P roposal: Ratify the annual overall compensation of Vales management and members of Vales Fiscal Council for the fiscal year of 2017, in the amount of R$170,848,512.08. [ ] Approve [ ] Reject [ ] Abstain
Exhibit II Absentee Ballot for Extraordinary Shareholders Meeting 37 1. Name or business name of the shareholder (without abbreviations) 2.CNPJorCPFofthe shareholder 2.1. Email address for the Company to send the shareholder confirmation of receipt of the ballot 3.Guidelines for completion Shareholders opting to exercise their absentee voting rights, under articles 21-A and following of CVM Instruction 481/2009, as amended (CVM Instruction 481/2009), must complete this Absentee Ballot (Ballot), which shall only be considered valid and the votes cast herein shall only be counted in the quorum for the Annual and Extraordinary Shareholders Meetings (Meetings) of Vale S.A. (Vale or Company) if the following instructions are observed: (i) the shareholder must note above his or her name (or business name), as well as CPF or CNPJ, as applicable, as well as an email address for any contact; (ii) all the fields must be duly completed; (iii) all the pages must be initialed; and (iv) the last page must be signed by the shareholder or its legal representative(s), as applicable and under law in force. The Company does not require certified signatures on Ballots issued in Brazil or notarization of those issued outside of Brazil. Please note that April 6, 2018 is the last day for RECEIPT of the Ballot through one of the three forms listed in item 4 below, and not the last day for it to be sent. If it is received after April 6, 2018, the votes will not be counted. Shareholders opting to exercise their right to vote through the Ballot must observe the other rules and formalities described in the Manual for Participation in the Annual and Extraordinary Shareholders Meetings and in item 12.2 of the Companys Reference Form (Rules, policies and practices related to shareholders meetings), available on the CVMs website (www.cvm.gov.br).
38 4.Delivery guidelines, indicating the ability to send it directly to the Company or send instructions for completion to the depository or custodian So that this Ballot is considered delivered, the Ballot and other required documents as mentioned below must be received at least seven days prior to the Meetings, i.e., by April 6, 2018 (inclusive). The shareholder opting to vote absentee must send the documents through one of the following alternatives: 1) Send to Depository: the shareholder should transmit the instructions for completion of this Ballot to the depository of the Companys issued shares (Banco Bradesco S.A.), only in the case of shares that are not deposited in the central depository, observing the procedures established and the documents required by the depository. 2) Send to custodian: the shareholder should transmit the instructions for completion of this Ballot to the custodian of its shares, observing the procedures established and documents required by the respective custodian. 3) Send directly to the Company: the shareholder may send this Ballot to the mailing address shown below, along with the documents required by the Company, as detailed in the Manual to the Meetings. The shareholder may also, if he or she prefers, send the documents to the Company in advance, by sending digitalized copies of the Ballot and the documents referred to above to the email address vale.ri@vale.com. Either way, it is indispensable that the Company receives the original (physical) copy of the Ballot and copy of the other documents sent before via email by the shareholder, by April 6, 2018. For more clarifications, access the Manual for participation in the Meetings, available on the websites of the Company (www.vale.com), the Comissão de Valores Mobiliários (www.cvm.gov.br) and the B3 (www.b3.com.br) on the internet. If you have questions, contact the Investor Relations Office at the phone number +55 21 3485-3900 or by email at vale.ri@vale.com.
[City], [date] Name and signature of Shareholder 39 Resolutions Simple Resolution 7.Amendment to Vales By-Laws and its restatement: [ ] Approve [ ] Reject [ ] Abstain 5.Mailing address and e-mail for sending the absentee ballot, in case the shareholder wishes to send the document directly to the Company Att: Department of Investors Relations Praia de Botafogo, 186, 18 andar, Torre Oscar Niemeyer, Botafogo, in the City of Rio de Janeiro RJ, CEP 22250-145, attention to the Investor Relations Office. e-mail: vale.ri@vale.com 6.Recommendation of the institution hired by the Company to render securities depository services, with name, physical address and e-mail address and telephone number for contact Banco Bradesco S.A. (Bradesco) Telephone number for contact: 0800 701 1616 e-mail: 4010.acecustodia@bradesco.com.br As informed in the Manual of the Meetings, Bradesco informs that the information above was inserted solely so the shareholder can have a channel to ask any questions related to sending the ballot to the depository agent. However, Bradesco will not accept the receipt of Ballots through electronic mail, and only ballots submitted through any Bradesco branch shall be considered, in the terms and conditions set forth in the Manual of the Meetings.
10. Comments of the directors 10.1. General Financial and Equity Conditions The financial information included in this Reference Form, except when expressly stated, refers to our consolidated financial statements prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards ("IFRS") issued by International Accounting Standards Board ("IASB") for the fiscal years ended December 31, 2015, 2016 and 2017. Information in this item 10 in the Reference Form should be read and analyzed jointly with our consolidated financial statements, available at our website (www.vale.com.br) and the website of Brazilian Securities and Exchange Commission (www.cvm.gov.br). a. General Financial and Equity Conditions On December 31, 2017, Vale net operational sales revenue was R$ 108.532 billion and the operational margin (prior to the impairment and other gains or losses on non-current assets) was 33.0%. Operating profit was R$ 34.8 billion, 45.0% above compared to the same period in 2016, due to an increase of product prices, mainly impacted by the Platts IODEX 62% reference iron ore price index, which was on average 22% higher in 2017. Net operating expenses (including sales and administrative, research and development, pre-operating and stoppage expenses and other net operating revenues (expenses)) remained in line, from R$ 5.360 billion in 2016 to R$ 5.438 billion in 2017. Additionally, there was a reduction in the caption "impairment and other gains or losses on non-current assets" to R$ 1.025 billion, compared to R$ 4.168 billion in 2016. Cash generation from continuing operations, as measured by Adjusted EBITDA¹, was R$ 48.9 billion in 2017, an increase of R$ 8.0 billion over the year 2016. On December 31, 2016, Vale net operational sales revenue was R$ 94.633 billion and the operational margin (prior to the impairment and other gains or losses on non-current assets) of 29.7%. The operating profit was R$ 24.0 billion, mainly due to the increase in prices of its products. This year, the Company has sought after several opportunities to reduce costs. Vale has presented a 24.0% reduction in net operational expenses (including sales and administrative, research and development, pre-operational and stoppage expenses and other net operational revenues (expenses)), corresponding to R$ 1.690 billion compared to the same period in 2015. In addition, Vale has recorded a reduction in the caption "impairment and other gains or losses on non-current assets" to R$ 4.168 billion, compared to R$ 33.893 billion in 2015. Cash generation from continuing operations, as measured in Adjusted EBITDA1, was R$ 40.9 billion in 2016. On December 31, 2015, Vale net operational sales revenue was R$ 78.1 billion and the operational margin (prior to the impairment and other gains or losses on non-current assets) was 10.5%. The operational loss was R$ 25.7 billion in 2015. Cash generation from continuing operations, as measured by Adjusted EBITDA1, was R$ 21.7 billion in 2015. Sales of ferrous minerals fines of iron ore, pellets, manganese ore, ferroalloys and other ferrous products and services accounted for 74.0% of the Company's total net operating revenue in 2017, compared to 73.9 % in the same period of 2016. In 2015, the total net revenue of ferrous minerals was 71.0%. 1 Adjusted EBITDA is the operational profit or loss added with dividends received and interest from affiliates and joint ventures, and excluding depreciation, depletion, and amortization, impairment and other gains or losses on non-current assets.
Base metals participation in the total net revenue was 20.2% in 2017 compared to 22.5% in 2016. In 2015, the base metals participation in the total net revenue was 26.3%. In 2017, 2016, and 2015, the participation of coal in the total net revenue was 4.6%, 3.0%, and 2.2%, respectively. Other segments accounted for 1.2% of total operating net revenue in 2017, compared to 0.6% in 2016. In the year of 2015, the contribution of other segments in the total net operating revenue was 0.5%. Ferrous Minerals Base Metals Coal Others 71.0% 26.3% 2.2% 0.5% 73.9% 22.5% 3.0% 0.6% 74.0% 20.2% 4.6% 1.2% Total 100.0% 100.0% 100.0% On December 31, 2017, the gross debt of the Company (understood as the sum of loans and financing of our current liabilities and non-current liabilities) totaled R$ 74.392 billion, compared to R$ 95.564 billion on December 31, 2016, representing a 22.15% reduction, as a result of the solid operational performance and the conclusion of our divestment program. On December 31, 2016, the gross debt of the Company totaled R$ 95.564 billion, compared to R$ 112.666 billion on December 31, 2015, representing a reduction of 15.2%, mainly due to the appreciation of the real compared to the U.S. dollar. Despite the reduction in gross debt in reais for that period, the gross debt in U.S. dollars had an increase of 1.6%, from US$ 28.853 billion on December 31, 2015 to US$ 29.322 billion on December 31, 2016. On December 31, 2017 the Company had controlling shareholders equity of R$ 143.758 billion, compared to R$ 127.241 billion on December 31, 2016. Shareholders' equity increased by 12.9%, mainly as a result of the Company's net income of R$ 17.6 billion, and consequently of the capitalization of profit reserves. On December 31, 2016, shareholders equity was R$ 127.241 billion, or 3.0% lower than shareholders' equity on December 31, 2015, primarily as a result of the distribution of interest on equity. In 2017, 2016 and 2015, Vale decided to pay dividends and interest on shareholders' equity in the amount of R$ 4.721 billion, R$ 5.524 billion and R$ 5.026 billion, respectively. Fiscal Year Ended in December 31, Business segments201520162017
b. Capital Structure The table below presents the funding standard adopted for Company activities, considering equity and third-party capital: Third-Party Capital (liabilities and noncurrent liabilities) Equity (shareholders equity) Total Capital (third party + equity) 206,128 139,419 345,547 188,994 133,702 322,696 179,991 148,106 328,097 c. Payment Capability in Relation to the Financial Commitments Assumed Gross debt Net debt Adjusted EBITDA 112.666 98.535 21.741 95.564 81.614 40.906 74.392 60.013 48.992 Gross debt / adjusted EBITDA 4.1 2.4 1.5 Adjusted EBITDA / gross interest expense 4.3 6.9 9.0 The gross debt / adjusted EBITDA ratio was 1.5 on December 31, 2017, compared to 2.4 on December 31, 2016 and 4.1 on December 31, 2015. The decrease in the index recorded on December 31, 2017 compared to 2016 was due to the reduction of gross debt and the increase of Adjusted EBITDA in 2017. The decrease in the index recorded on December 31, 2016 was due to the reduction of gross debt and the increase of Adjusted EBITDA in 2016. The interest coverage ratio, as measured by the adjusted EBITDA/ gross interest expense, was 9.0 on December 31, 2017, 6.9 on December 31, 2016 and 4.3 on December 31, 2015. The increase in the interest coverage index as of December 31, 2017, compared to 2016, was due to the increase in the price of commodities. d. Sources of Funding for Working Capital and Investments in Non-Current Assets Used The sources of funds utilized by the Company in the last three fiscal years were generation of operating cash, loans and financing, issuance of debt bonds and sale of investments. Operating activities from continuing operations generated cash flows of R$ 39.9 billion in 2017, compared to R$ 21.1 billion in 2016 and R$ 13.7 billion in 2015. In fiscal year 2017, operating cash flow changed in relation to the previous fiscal year mainly due to (i) stronger operating performance due to the increase in the price of iron ore in 2017; (ii) an improvement in working capital, mainly as a result of the significant reduction in accounts receivable and (iii) lower settlement losses of derivative financial instruments compared to the same period in 2016. In the fiscal year of 2016, the operating cash flow generated was higher in relation to the previous fiscal year mainly due to the increase in commodities prices, especially iron ore. On December 31, In R$ billion201520162017 In R$ billionFiscal year ended on December 31, 201520162017
Among other more relevant operations in the three-year period, the following are highlighted: On September 2017, the Company settled US$ 1.0 billion (R$ 3.168 billion) in securities issued by our wholly-owned subsidiary Vale Overseas Ltd. with maturity in 2019 together with the repurchase of US$ 501 million (R$ 1.587 billion) of the bond issued by our wholly-owned subsidiary Vale Overseas Ltd. due in 2020. Settlement of EUR$ 750 million (R$ 2.507 billion) in securities issued by Vale S.A. with maturity in 2018. Prepayment of US$ 2.930 billion (R$ 9.445 billion) in export prepayment operations and US$ 1.747 billion (R$ 5.710 billion) in export credit notes with commercial banks. In 2017 we borrowed US$ 350 million (R$ 1.157 billion) in pre-export financing agreements with commercial banks. As of December 31, 2017, the outstanding balance of these operations was US$ 353 million (R$ 1.169 billion). On December 2016, our wholly-owned subsidiary, Vale Canada, received a 200 million (R$ 688 million) loan from the French State, maturing on a repayment schedule beginning in late 2021 and ending on November 2026, guaranteed by Vale S.A. On December 31, 2017, the outstanding balance of this transaction was R$ 794 million. On August 2016, our wholly-owned subsidiary Vale Overseas Ltd. issued US$ 1.0 billion (R$ 3.259 billion) in securities maturing in 2026, guaranteed by Vale S.A. On February 2017, the same bond was reopened in the amount of US$ 1.0 billion (R$ 3.308 billion). On December 31, 2017, the outstanding balance of this operation was R$ 6.777 billion. On June 2016, our wholly-owned subsidiary Vale Overseas Ltd. issued US$ 1.25 billion (R$ 4.07 billion) in securities maturing in 2021, guaranteed by Vale S.A. On December 31, 2017, the outstanding balance of this operation was R$ 4.148 billion. On November 2015, Vale issued US$ 354 million (R$ 1.154 billion) in credit notes to export with maturity in 2022 with Banco do Brasil. On December 31, 2017, the outstanding balance of this operation was US$ 188 million (R$ 622 million). On August 2015, Vale issued infrastructure debentures to be placed by means of a public offer, in the total amount of R$ 1.350 billion. Infrastructure debentures were monetarily restated and paid annual interest, priced at IPCA + 6.6232% pa and IPCA + 6.6252% pa, depending on the series to which they belong. On December 31, 2017, the outstanding balance of this operation was R$ 1.560 billion. On May 2015, Vale signed a new revolving credit facility in the amount of US$ 3.0 billion (equivalent to R$ 9.8 billion), for five years. This revolving credit facility replaces the revolving credit facility of the same amount signed in 2011, being signed from a syndicate comprised by 24 global banks. On December 31, 2017, the outstanding balance of this operation was R$ 9.8 billion. From March to July 2015, Vale has signed and disbursed exporting pre-payments with due dates in five or six years, linked to future sales, summing US$ 1.20 billion (equivalent to R$ 3.9 billion). On December 31, 2017, the outstanding balance of these operations was R$ 2.0 billion. e. Potential Sources of Funding Used for Working Capital and for Investments in Non-current Assets for Coverage of Liquidity Deficiency In the regular course of business, the principal need for funds of Vale refers to capital expenditures, payments of dividends and debt service. The sources of funds used by the Company in the last three fiscal years were generation of operating cash, loans and financing, issue of debt bonds and sale of investments.
Vale has revolving credit lines contracted with syndicates of international banks that may be used at the Company's option. During the fiscal year ended December 31, 2016, the Company raised US$ 3 billion of its revolving credit lines, the balance of which was fully amortized in June and November 2016. In June 2017, the Company signed a new revolving credit facility in the amount of R$ 6.616 billion (US$ 2.000 billion), with a term of five years, to replace the R$ 6.616 billion (US$ 2 billion) signed in 2013, which was canceled. As of December 31, 2017, the total amount available in revolving credit lines was R$ 16.540 billion (US$ 5.000 billion), which may be used by Vale, Vale Canada Ltd. and Vale International S.A. with maturities between 2020 and 2022. f. Levels of indebtedness and characteristics of such debts On December 31, 2017, total debt was R$ 74.392 billion, with a portion of R$ 910 million guaranteed by Vale's assets, with an average maturity of 8.92 years and an average cost of 5.0% per year in U.S. dollars. Gross debt Tranche guaranteed by assets of Vale Average term of amortization (in years) Average cost (in U.S. dollars) 112.667 1.7% 8.13 4.5% 95.564 1.6% 7.91 4.6% 74.392 1.2% 8.92 5.0% On July 2005, Vale received its first investment grade. Currently, Vale is an investment grade by some of the leading credit risk rating agencies and as of the date of this Reference Form, has the following credit risk ratings: BBB-(Standard & Poor's), Ba1 (Moody's), BBBL (Dominion Bond Ratings) and BBB + (Fitch). g. Relevant loan and financing contracts The most important categories of the total debt of the Company are presented below. The values presented exclude the accumulated costs. Loans and financing contracted in U.S. dollars (R$ 13.6 billion, R$ 23.7 billion and R$ 27.5 billion on December 31, 2017, 2016, and 2015, respectively). These loans include credit facilities for exports, financing imports from the export credit agencies and loans from commercial banks and multilateral organizations. Fixed income instruments issued in U.S. dollars (R$ 41.6 billion, R$ 42.6 billion, and R$ 50.5 billion on December 31, 2017, 2016 and 2015, respectively). Vale has issued several debt securities in the capital market, including through its wholly-owned subsidiary, Vale Overseas, in the total amount of US$ 12.2 billion (equivalent to R$ 40.3 billion) until December 31, 2017. The subsidiary Vale Canada issued debt securities in the amount of US$ 400 million (equivalent to R$ 1.3 billion). Fixed income securities issued in euros (R$ 3.0 billion, R$ 5.2 billion and R$ 6.4 billion on December 31, 2017, 2016 and 2015, respectively). Vale issued debt securities in the capital market in the total amount of 750 million (equivalent to R$ 3.0 billion). Other debts (R$ 14.4 billion, R$ 22.0 billion, and R$ 21.2 billion on December 31, 2017, 2016, and 2015, respectively). The Company has several loans acquired in Brazil, mainly with the BNDES and some private Brazilian banks, as well as loans and financing in other currencies. For information on most relevant financing operations in last three fiscal years, see item 10.1(d) above. Debt structureOn December 31, in R$ billion201520162017
i. Other long-term relationships with financial institutions Vale and its affiliated and controled companies have a commercial relationship in the normal course of their business with some of the main financial institutions in the country, according to regular financial market practices. ii. Degree of subordination among debts There is no degree of contractual subordination among the Companys unsecured financial debts. Financial debts that are secured through collateral have the privileges and prerogatives granted by the law. In addition, the Company's total loans and financing on December 31, 2017 was R$ 74.392 billion. Of this total, 98.8% (R$ 73.482 billion) corresponded to the obligation of unsecured nature and 1.2% (R$ 910 million) corresponded to bonds with real guarantees, such as asset mortgages. In the last two years, the total loans and financing of the Company reached R$ 95.564 billion in 2016 and R$ 112.666 billion in 2015, of which 99.0% and 97.8% corresponded to the obligation of unsecured nature and 1.0% and 2.0% corresponded to bonds with real guarantees, respectively in 2015 and 2016. iii. Any restrictions imposed on the issuer, especially in relation to limits of indebtedness and contracting of new debts, the distribution of dividends, the disposal of assets, the issuance of new securities and the transfer of corporate control, as well as if the issuer has been compliant with these restrictions Some long-term financial instruments contain obligations related compliance with financial indicators. The indicators are: (i) leverage, thus understood as the ratio obtained by the ratio of gross debt over Adjusted EBITDA ("Leverage"); and (ii) the index of interest rate measured by the ratio of Adjusted EBITDA over payment of interest ("Interest Coverage"). For more information on Adjusted EBITDA, including its calculation, see item 3.2 of this Reference Form. On December 31, 2017, R$ 13.6 billion of the Company's consolidated gross debt were linked to the Leverage and Interest Coverage indicators. Vale was in compliance with the levels required for such indicators on December 31, 2017, which on such date were: (i) Leverage: 1.5x, considering that the maximum limit to be observed by the Company was 4.5x; (ii) Interest Coverage: 9.0x, considering that the minimum limit to be observed by the Company was 2.0x. It should be noted that, as a precautionary measure, prior to the end of the fiscal year of 2015, Vale entered into agreements during the last quarter of that year to increase the maximum limit of the Leverage indicator to 5.5x by the end of 2016. This type of measure ensured greater flexibility during the period when Vale closed its investment cycle. In addition, no clause is directly limiting the ability to distribute dividends or interest on equity. On December 31, 2016, the Company remained in compliance with the levels required for the Leverage and Interest Coverage indicators, which, on that date, were as follows:
(a) Leverage: 2.4x and (b) Interest coverage: 6.9x. g. Limits of financing contracted and percentage of use The following is a description of limits set forth by the relevant infrastructure debentures and financing contracts in the last three fiscal years: 05/19/2014 BNDES Funding of S11D and CLN S11D projects Financing for CLN150 Project R$ 6.2 billion 83% The credit is provided in tranches, according to the projects schedule The credit is provided in tranches, according to the projects schedule 09/24/2012 BNDES R$ 3.88 billion 99% 04/01/2008 BNDES Investments made in Brazil R$ 7.3 billion 96% The credit is provided in tranches according to the projects schedule. DateCounterpartyAllocationValuePercentageDisbursement of funds Used
h. Significant alterations in each item of the financial statements Year ended December 31, 2016 compared to the year ended December 31, 2017 Analysis of Operating Results 2017 x 2016 The table below presents the values for the consolidated income statements for the fiscal years ended December 31, 2017 and 2016: Net sales revenue Cost of goods sold and services rendered Administrative and sales expenses Research and development Pre-operating and operation stoppages Other net operating expenses 94.633 (61.143) (1.755) (1.098) (1.570) (0.937) 100% (64.6%) (1.9%) (1.2%) (1.7%) (1.0%) 108.532 (67.257) (1.697) (1.086) (1.317) (1.338) 100% (62.0%) (1.6%) (1.0%) (1.2%) (1.2%) 14.7% 10.0% (3.3%) (1.1%) (16.1%) 42.8% Impairment and other assets Operating income gains or losses on non-current (4.168) 23.962 1.111 (4.4%) 25.3% 1.2% (1.025) 34.812 0.302 (0.9%) 32.1% 0.3% (75.4%) 45.3% (72.8%) Results of Investments in affiliates and joint ventures Impairment and other results from investment in affiliates and joint ventures Net financial income Earnings before taxes on profit Taxation on profit Losses from discontinued operations Net income (loss) attributable to non-controlling shareholders Net income (loss) for the year (4.353) 6.302 27.022 (9.567) (4.159) (4.6%) 6.7% 28.6% (10.1%) (4.4%) (0.579) (9.650) 24.885 (4.607) (2.608) (0.5%) (8.9%) 22.9% (4.2%) (2.4%) (86.7%) (253.1%) (7.9%) (51.8%) (37.3%) (0.015) 13.311 0.0% 14.1% 0.043 17.627 0.0% 16.2% (386.7%) 32.4% ¹ Relating to net sales revenue. Net sales revenue Net sales revenue was R$ 108.532 billion in 2017, representing an increase of 14.7% compared to R$ 94.633 billion in 2016, mainly due to higher realized iron ore prices, as the Platts Iron Ore IODEX reference price index of 62% was 22% higher than in 2017, and other commodities combined with the higher volumes sold of pellets and metallurgical coal. Furthermore, since most of the Company's revenue is denominated in U.S. Dollars, there was a negative impact of the exchange rate on the revenue denominated in Reais, since in 2017 Brazil's currency appreciated 8.35% against the U.S. Dollar, from an average exchange rate of R$ 3.48/US$ 1.00 in 2016 to R$ 3.19/US$ 1.00 in 2017. Ferrous minerals Iron ore Revenues from iron ore sales increased 9.3%, from R$ 54.187 billion in 2016 to R$ 59.206 billion in 2017, mainly due to higher market prices. The average Platts Iron Ore IODEX reference price index of 62% was 22% higher in 2017 compared to the same period in 2016. Pellets Revenues from pellet sales increased 36.7% going from R$ 13.198 billion in 2016 to R$ 18.043 billion in 2017, due to better prices throughout 2017, higher premiums and higher sales volume. Ferroalloys and manganese (In R$ billion)Fiscal year ended on December 31, AVAV Variation (%) Income statement2016(%)¹2017(%)¹ (2016 x 2017)
The revenue from the sale of manganese ore and ferroalloys increased by 45.6%, from R$ 1.031 billion in 2016 to R$ 1.501 billion in 2017, due to higher realized prices. On average, the price of manganese ore in 2017 was 43% greater than the period of 2016, while the price of ferroalloys was 79% higher than the average sales price in 2016. Coal Revenues from coal sales increased by 73.6%, from R$ 2.882 billion in 2016 to R$ 5.003 billion in 2017, given the increase in prices of thermal and metallurgical coal, as well as higher volumes of metallurgical coal sold in the international market. Base Metals Nickel and other products Revenue from these products increased from R$ 15.504 billion in 2016 to R$ 14.914 billion in 2017, remaining in alignment. The price increase in the international market during 2017 was offset by the reduction in volumes sold compared to the same period in 2016. Copper The revenue from the sale of copper increased by 22.2%, from R$ 5.770 billion in 2016 to R$ 7.052 billion in 2017, mainly due to the increase in the market price. The average reference price quoted on the LME was 27% higher in 2017 when compared to the same period in 2016. Other segments The revenue from the sale of other products and services increased from R$ 548 million in 2016 to R$ 1.272 billion in 2017, due to the increase in revenues from the sale of electric power to third parties and the greater volume of sales of steel slabs at a higher price compared to the year of 2016. Costs of Goods Sold and Services Rendered The cost of goods and services sold (excluding depreciation) was R$ 56.131 billion in 2017, representing an increase of R$ 6.334 billion (12.7%) when compared to R$ 49.797 billion in 2016, mainly due to the pro-cyclical effect of the commodity prices on the costs, the inflationary pressure of the industry and the increase in cost of Base Metals2. Such increases were partially offset by the exchange rate variations in the costs denominated in U.S. dollars, such as, for example, seaborne freight costs for iron ore and costs of base metals operations outside Brazil. In 2017, the stronger commodity cycle compared to 2016 influenced costs and expenses, given the strong correlation between some cost factors and the higher prices of iron ore. However, such cycle generates a positive net impact on the Adjusted EBITDA, as the effects of higher product prices and commercial initiatives to maximize the realized price are much higher than the effect on the costs. In addition to it, electricity and bunker prices, which are a component of the freight cost, tend to increase in a higher commodity price environment. However, they are also influenced by other macroeconomic variables, resulting in a less than perfect correlation. In the segment of ferrous minerals, the increase in costs is, therefore, mainly due to higher costs linked to the price of commodities, such as royalties, product acquisitions and provision for the payment of employee profit sharing. Moreover, inflationary pressures in the industry, already mentioned above, led to increases in freight, bunker and electricity. 2 Excluding the positive effects of the change in the exchange rate and lower volumes.
In Base Metals, the increase was mainly due to operational problems in Thompson in 1Q17 and the non-recurring effect of the transition to a single furnace in Sudbury, marking 2017 as a year of transition to a simpler and more efficient flowsheet in the operations of nickel in the North Atlantic, which will generate more robust results from 2018 onwards. On the other hand, the costs related to the coal segment were mainly impacted by the increase in the transportation tariffs for coal. Costs related to each business segment are detailed below: Ferrous Minerals Base Metals Coal Others Total (excluding depreciation) 31.475 14.343 3.090 0.889 49.797 36.497 14.111 4.326 1.197 56.131 Administrative and selling expenses Administrative and selling expenses decreased by 3.3%, from R$ 1.755 billion in 2016 to R$ 1.697 billion in 2017. Excluding the impact of depreciation, administrative and selling expenses increased by 4.8%, from R$ 1.341 billion in 2016 to R$ 1.405 billion in 2017, due to the impact of (i) the increase in salaries of employees in Brazil, of 8.5% in November 2016, and (ii) expenses relating to the severance payments made to key management personnel. Research and development expenses Research and development expenses reached R$ 1.086 billion in 2017, in alignment with the research and development expenses of R$ 1.098 billion recognized in 2016. Pre-operating and operation stoppage expenses In 2017, pre-operating and operation stoppage expenses were R$ 1.317 billion, representing a decrease of 16.1% when compared to R$ 1.570 billion in 2016, mainly due to lower pre-operating expenses in the ramp-up of coal operations at the Moatize Mine and nickel operations in Long Harbor. Such reductions were partially offset by higher pre-operating expenses due to the ramp-up of the S11D project. Other net operating revenues (expenses) Other operating revenues (expenses) reached R$ 1.338 billion in 2017, reducing by R$ 79 million when compared to R$ 1.417 billion recognized in 2016, excluding the non-recurring effect of the Goldstream transaction received in 2016, in the amount of R$ 480 million. Cost of goods sold and services rendered per segment in R$ billion20162017
Impairment and other gains or losses on non-current assets Fixed Assets and intangible Iron ore Coal Base Metals Nickel Base Metals Nickel Base Metals Nickel Base Metals Nickel Coal Iron ore Iron ore Miscellaneous segments Impairment of noncurrent assets Onerous contracts Northern System Australia Stobie Newfoundland (VNL) Nouvelle-Caledonie (VNC) Onça Puma Mozambique Center-Western System Simandou Project Other assets - - 0.428 - - - - - - 0.455 (0.536) 0.091 - 2.112 0.952 - - - - 0.46 0.883 - 0.883 3.079 0.861 3.940 Impairment of non-current assets and onerous contracts In 2017, the line item "Impairment and other gains or losses on non-current assets" totaled a loss of R$ 1.025 billion compared to a loss of R$ 4.168 billion in 2016, mainly related to (i) lower impairment of non-current assets recognized for the year, R$ 883 million in 2017 against R$ 3.940 billion in 2016 and (ii) a gain of R$ 458 million related to the Nacala transaction in 2017. In 2017, the impairment of non-current assets and onerous contracts added up to R$ 1.025 billion, mainly due to an underground mine in Sudbury that the Company placed in "care and maintenance", after the repair costs of this asset were not considered recoverable under the current market conditions, and recognized a loss of R$ 428 million in income statement for the year. In 2016, the impairment of non-current assets and onerous contracts added up to R$ 3.940 billion, mainly due (i) to the projection of nickel prices, having an impact on the assets of Vale Newfoundland & Labrador Limited and of Vale Nouvelle-Calédonie S.A.S; (ii) to the contracts with a guaranteed minimum volume for use of fluvial structure and supply of manganese ore; (iii) to the reversion of impairment resulting from the decision to resume the pellet operations in São Luís at the beginning of 2018; and (iv) to the review of operating plans of the coal assets in Australia. Impairment and other results from interest in affiliates and joint ventures In 2017, the Company recognized a loss of R$ 579 million, of which R$ 128 million related to the supplement of the provision for compliance with the reparation and compensation programs regarding the failure of the dam belonging to Samarco Mineração S.A. ("Samarco") and R$ 452 million used by Samarco to maintain its working capital. In 2016, the recognized loss, in the amount of R$ 4.353 billion, relates to a loss of R$ 3.967 billion (Samarco's provision), loss of R$ 266 million from the sale of its shareholding in Thyssenkrupp Companhia Siderúrgica do Atlântico Ltd and a loss of R$ 120 million related to the transaction of Mineração Paragominas. No impairments in investments of subsidiaries and joint ventures were made in 2017 and 2016. Results of investments in affiliates and joint ventures The results from equity income in affiliates and joint ventures registered a gain of R$ 302 million in 2017, compared to the gain of R$ 1.111 billion that was recorded in 2016. The main companies that contributed to the results using the equity income were the pelletizing units in Tubarão Impairment (reversion) (In billion) Segments per Assets or asset class Cash generating unit 2017 2016
(R$ 716 million), MRS Logística S.A. (R$ 219 million), California Steel Industries, Inc. (R$ 135 million), Aliança Geração de Energia S.A. (R$ 86 million), partially offset by losses in Companhia Siderúrgica do Pecém (R$ 849 million) and Nacala (R$ 206 million). Net Financial Results In 2017, the net financial results recorded a loss of R$ 9.650 billion, compared to a gain of R$ 6.302 billion in 2016, mainly due to the negative impact of the exchange rate variatons in 2017, in the amount of R$ 2.130 billion, compared to the positive impact of the exchange rate variations in 2016, in the amount of R$ 10.819 billion. The main components of the net financial results in 2017 were: (i) financial expenses of R$ 10.512 billion, (ii) gains from derivatives, in the amount of R$ 1.460 billion, and (iii) losses from monetary and exchange rate variations of R$ 2.130 billion. Taxation on profit In 2017, an income tax expense of R$ 4.607 billion was recorded, compared to an expense of R$ 9.567 billion in 2016, the reduction of which basically derives from the tax benefit of interest on shareholders' equity and tax incentives. Discontinued operations a) Fertilizers (Discontinued Operations) In December, 2016, the Company executed an agreement with The Mosaic Company (Mosaic) to sell: (i) the phosphate assets located in Brazil, except for assets located in Cubatão, Brazil; (ii) the control of Campañia Minera Miski Mayo S.A.C, in Peru; (iii) the potassium assets located in Brazil; and (iv) the potassium projects in Canada. Originally, the agreed value of this agreement was R$ 8.158 billion (US$ 2.5 billion), of which R$ 4.074 billion (US$ 1.25 billion) would be paid in cash and the remainder of the value with 42.3 million common shares to be issued by Mosaic. In January 2018 (subsequent event), the Company and Mosaic concluded the transaction, which was preceded by some final adjustments made by the parties under the original terms and conditions of the negotiation. As a result of these changes, the Company received R$ 3.573 billion (US$ 1.1 billion) paid in cash and 34.2 million common shares, corresponding to 8.9% of Mosaic's net equity after the issuance of these shares (R$ 2.901 billion (US$ 877 million), based on Mosaic's share price as of the closing date of the transaction). The net assets of the fertilizer segment were adjusted to reflect the fair value less the cost of sale and, in 2017, a loss of R$ 2.325 billion (R$ 5.899 billion in 2016) was recognized in the income statement of the discontinued operations. b) Cubatão (part of the fertilizer segment) In November 2017, the Company entered into an agreement with Yara International ASA ("Yara") to sell assets located in Cubatão, Brazil. The agreed value of this agreement is R$ 844 million (US$ 255 million) to be paid in cash. The conclusion of the transaction is expected by the end of 2018 and is subject to compliance with the usual conditions precedent, including approval by the Administrative Council for Economic Defense ("CADE") and other authorities. As a consequence, the net assets were adjusted to reflect the fair value less the cost of sale, and a loss of R$ 508 million was recognized in the operating income statement as of December 31, 2017. The results of the discontinued operations of the Fertilizer segment are presented below:
Result of discontinued operations Net sales revenue Cost of goods sold and services rendered Operating expenses Impairment of non-current assets Operating income (loss) Net financial income Results of Investments in affiliates and joint ventures Loss before taxes on profit Taxation on profit Loss from discontinued operations Profit (loss) attributable to non-controlling shareholders Loss attributable to Vale's shareholders 5.572 (5.124) (0.450) (2.833) 6.470 (6.495) (0.448) (5.899) (2.835) (0.089) (0.008) (6.372) 0.069 0.010 (2.932) 0.324 (6.293) 2.134 (2.608) (4.159) (0.022) (0.009) (2.586) (4.150) Gain/loss for the year The result for the fiscal year increased from a profit of R$ 13.311 billion in 2016 to R$ 17.627 billion in 2017, an increase of R$ 4.3 billion, mainly due to higher sales prices and lower impairments in assets of the continued and discontinued operations, which were partially offset by the negative impact of the exchange rate variation. Analysis of equity changes on December 31, 2017 compared to December 31, 2016 Current Cash and cash equivalents Accounts Receivable Other financial assets Inventories Taxes on estimated profit Taxes to be refunded Others 13.891 11.937 0.951 10.913 0.518 5.296 2.047 4.30% 3.70% 0.29% 3.38% 0.16% 1.64% 0.63% 14.318 8.602 6.689 12.987 2.584 3.876 1.780 4.36% 2.62% 2.04% 3.96% 0.79% 1.18% 0.54% 3% (28%) 465% 19% 399% (27%) (2%) Non-current assets held for sale 27.994 73.547 8.68% 22.79% 11.865 62.701 3.62% 19.11% (58%) (15%) Non-current Legal deposits Other financial assets Taxes on estimated profit Taxes to be refunded Deferred taxes on profit Others 3.135 2.041 1.718 2.368 23.931 0.894 34.087 12.046 22.395 180.616 249.144 322.691 0.97% 0.63% 0.53% 0.73% 7.42% 0.28% 10.56% 3.73% 6.94% 55.97% 77.21% 100.00% 6.571 10.690 1.754 2.109 21.959 0.882 43.965 11.802 28.094 181.535 265.396 328.097 2.00% 3.26% 0.53% 0.64% 6.69% 0.27% 13.40% 3.60% 8.56% 55.33% 80.89% 100.00% 110% 424% 2% (11%) (8%) (1%) 29% (2%) 25% 1% 7% 2% Investments Intangibles Fixed Assets Total assets 1 Relating to total assets. Liabilities and shareholders' equity 12/31/2016 AV (%)¹ 12.31.2017 AV (%)¹ (Dec/2016 x Current Suppliers and contractors Loans and financing Other financial liabilities Taxes to be refunded Taxes payable on profit Liabilities relating to investments in affiliates and joint ventures Provisions Dividends and interest on shareholders' equity 11.830 5.410 2.499 2.144 0.556 0.951 3.103 2.660 3.67% 1.68% 0.77% 0.66% 0.17% 0.29% 0.96% 0.82% 13.367 5.633 1.237 2.307 1.175 1.080 4.610 4.742 4.07% 1.72% 0.38% 0.70% 0.36% 0.33% 1.41% 1.45% 13% 4% (51%) 8% 111% 14% 49% 78% Change (%) (in R$ billion)Dec/2017) Change (%) Asset (in R$ billion)12/31/2016AV (%)¹12.31.2017AV (%)¹(Dec/2016 x Dec/2017) Consolidated (In R$ billion) Years ended December 31, 20172016
Others 3.903 1.21% 5.307 1.62% 36% Liabilities related to non-current assets held for sale 3.554 1.10% 3.899 1.19% 10% 36.610 11.35% 43.357 13.21% 18% Non-current Loans and financing Other financial liabilities Taxes to be refunded Deferred taxes on profit Provisions Liabilities relating to investments in affiliates and joint ventures Deferred revenue Gold stream Others 90.154 6.804 16.170 5.540 18.730 2.560 6.811 5.615 27.94% 2.11% 5.01% 1.72% 5.80% 0.79% 2.11% 1.74% 68.759 9.575 16.176 5.687 23.243 2.216 6.117 4.861 20.96% 2.92% 4.93% 1.73% 7.08% 0.68% 1.86% 1.48% (24%) 41% 0% 3% 24% (13%) (10%) (13%) 152.384 47.22% 136.634 41.64% (10%) 188.994 58.57% 179.991 54.86% Shareholders Equity Vales controlling shareholders equity Shareholders equity of non-controlling shareholders Total shareholders' equity Total liabilities and shareholders' equity 127.241 6.461 133.702 322.696 39.43% 2.00% 41.43% 100.00% 143.758 4.348 148.106 328.097 43.82% 1.33% 45.14% 100.00% 13% (33%) 11% 2% 1 Relating to total liabilities and shareholders' equity. Current Assets Cash and cash equivalents On December 31, 2017, the balance of cash and cash equivalents of R$ 14.318 billion remained in alignment when compared to the balance of R$ 13.891 billion on December 31, 2016, mainly due to the offsetting of the following factors: (i) a stronger operating performance; (ii) reduction of loans and financing through higher volume of payments against a lower volume of funding; (iii) higher payment of interest on the stockholders equity; and (iv) lower expenses with the acquisition of fixed assets and intangible assets. Accounts receivable The balance of the accounts receivable changed from R$ 11.937 billion on December 31, 2016 to R$ 8.602 billion on December 31, 2017, due to higher sales prices mainly of iron ore at the end of the fiscal year ended December 31, 2016. Inventories The increase in inventory, going from R$ 10.913 billion on December 31, 2016 to R$ 12.987 billion on December 31, 2017, was due to higher volumes stocked. Taxes to be refunded On December 31, 2017, the taxes to be refunded added up to R$ 3.876 billion, compared to R$ 5.296 billion on December 31, 2016, the reduction of which is due to the use of PIS/COFINS credits to offset income tax. Prepaid taxes on income On December 31, 2017, prepaid taxes on income added up to R$ 2.584 billion, compared to R$ 518 million on December 31, 2016. The increase in the balance is mainly due to the use of PIS/COFINS credits to offset Brazilian income tax.
Other financial assets The balance of other financial assets increased from R$ 951 million on December 31, 2016 to R$ 6.689 billion on December 31, 2017. This variation in the balance relates to the deconsolidation of the Nacala Logistics Corridor, which generated an increase in the balance of loans receivable from Nacala B.V. in the amount of R$ 14.972 billion (R$ 6.277 billion classified as current assets and R$ 8.695 billion as non-current assets). Non-current assets held for sale On December 31, 2017, the non-current assets held for sale added up to R$ 11.865 billion related to the Fertilizer operation. On December 31, 2016, the assets held for sale added up to R$ 27.994 billion, of which: (i) R$ 13.178 billion related to the Fertilizer operation, (ii) R$ 13.652 billion related to the Nacala operation, and (iii) R$ 1.164 billion related to shipping assets. The Nacala operation and the sale of shipping assets were concluded during the year ended December 31, 2017. For more information on the Nacala operation, see item 10.3 (b) of this Reference Form. Non-current Assets Deferred taxes on profit On December 31, 2017, the deferred taxes on profit added up to R$ 21.959 billion, compared to R$ 23.931 billion in the previous year, whose reduction is mainly due to the realization of the tax loss of the parent company and its controlled company abroad. Legal deposits The balance of legal deposits increased from R$ 3.135 billion on December 31, 2016 to R$ 6.671 billion on December 31, 2017, due to the merger of Valepar into the Company, in connection with the conversion of Vale's class "A" preferred shares. Other financial assets The balance of other financial assets increased from R$ 2.041 billion on December 31, 2016 to R$ 10.690 billion on December 31, 2017. This variation in the balance relates to the deconsolidation of the Nacala Logistics Corridor, which generated an increase in the balance of loans receivable from Nacala B.V. in the amount of R$ 14.972 billion (R$ 6.277 billion classified as current assets and R$ 8.695 billion as non-current assets). Fixed Assets The balance of fixed assets increased from R$ 180.616 billion on December 31, 2016 to R$ 181.535 billion on December 31, 2017, remaining in line mainly due to the reduction of capital investments after the conclusion of the S11D project. Intangible Asset The balance of intangible assets increased from R$ 180.616 billion on December 31, 2016 to R$ 181.535 billion on December 31, 2017, due to (i) the merger of Valepar into the Company, in connection with the conversion of Vale's class "A" preferred shares; and (ii) the duplication of São Luís railroad to transport a greater volume of iron ore after the conclusion of the S11D project. Current liabilities Suppliers and contractors
The balance of suppliers and contractors increased from R$ 11.830 billion on December 31, 2016 to R$ 13.367 billion on December 31, 2017. This increase is mainly due to higher seaborne freight costs, impacted by higher bunker prices. Other financial liabilities The balance of other financial liabilities decreased from R$ 2.499 billion on December 31, 2016 to R$ 1.237 billion on December 31, 2017. The reduction relates to derivative financial instruments, which decreased from R$ 1.349 billion on December 31, 2016 to R$ 344 million on December 31, 2017, as a result of the depreciation of the U.S. dollar against the Brazilian currency, generating a lower impact on the result from the bunker operations and foreign exchange swaps for the year. Taxes payable on profit On December 31, 2017, the taxes payable added up to R$ 1.175 billion, compared to R$ 556 million in the previous year, an increase due to income tax payable on operations in Brazil and abroad. Non-current Liabilities Loans and financing The balance of loans and financing decreased by 24%, from R$ 90.154 billion on December 31, 2016 to R$ 68.759 billion on December 31, 2017. The decrease in loans and financing is due to the solid operational performance and the conclusion of our divestment program. Other financial liabilities The balance of other financial liabilities increased from R$ 6.804 billion on December 31, 2016 to R$ 9.575 billion on December 31, 2017. This variation in the balance relates to the (i) deconsolidation of the Nacala logistics corridor, which generated an increase in the balance of loans payable to Emirates Ltd. in the amount of R$ 3.856 billion; and (ii) an increase in the value of the participating debentures by 89.1%, from R$ 2.526 billion on December 31, 2016 to R$ 4.080 billion on December 31, 2017, due to the increase in the mark-to-market of the debentures by reason of the increase in commodities prices. Provisions The balance of provisions increased from R$ 18.730 billion on December 31, 2016 to R$ 23.243 billion on December 31, 2017. This variation in the balance relates to (i) an increase in provisions for lawsuits by 78.2%, from R$ 2.734 billion on December 31, 2016 to R$ 4.873 billion on December 31, 2017, due to the incorporation of PIS/COFINS lawsuits on interest on shareholders' equity of Valepar; and (ii) an increase of 26.5% in the provision for asset demobilization obligations, which increased from R$ 8.055 billion on December 31, 2016 to R$ 10.191 billion on December 31, 2017, due to a review in the estimates of future cash flows. Shareholders' Equity held by Controlling Shareholders On December 31, 2017, the balance of shareholders' equity added up to R$ 143.758 billion, compared to R$ 127.627 billion in 2016, mainly due to (i) the net income for the year, in the amount of R$ 17.627 billion, (ii) adjustments for conversion of R$ 3.309 billion, (iii) incorporation of Valepar's remaining assets in the amount of R$ 3.634 billion, offset by (iv) distribution of dividends and interest on the stockholders' equity in the amount of R$ 6.786 billion.
Analysis of Cash Flows 2017 vs. 2016 The table below presents the values relating to the cash flow statements for the fiscal years ended December 31, 2017 and December 31, 2016: Operating cash flow: Net gain (loss) before taxes on operating income Adjustments to consolidate net profit with revenues from operational activities Net revenue from operational activities Net revenue used in investment activities Net revenue from (used in) financing activities Net cash from (used in) discontinued operations Increase (reduction) in cash and cash equivalents Beginning of the year cash and cash equivalents Effect of foreign exchange variations in cash and cash equivalents Cash and cash equivalents from companies sold and merged End of the year cash and cash equivalents 24.885 15.086 39.971 (10.690) (28.031) (0.817) 0.433 13.891 0.038 (0.044) 14.318 (7.91%) (356.35%) 89.10% (31.79%) 879.76% 55.03% (79.14%) (0.93%) (101.72%) (100.00%) 3.07% 27.022 (5.885) 21.137 (15.673) (2.861) (0.527) 2.076 14,022 (2.207) - 13.891 Net cash provided from operational activities Operating cash flow increased by 89.1%, going from R$ 21.137 billion in 2016 to R$ 39.971 billion in 2017, mainly due to (i) a stronger operating performance by reason of an increase in the price of iron ore throughout 2017; (ii) an improvement in the working capital, mainly as a result of the significant reduction in accounts receivable and (iii) lower settlement losses of derivative financial instruments compared to the same period in 2016. Net cash provided from (used in) investments The cash flow applied to the Company's investment activities for the year ended December 31, 2017 added up to R$ 10.690 billion, compared to R$ 15.673 billion for the same period in 2016, due to the reduction of capital investments by virtue of the conclusion of the S11D project. Net cash provided from (used in) financing Cash flow from financing activities for the year ended December 31, 2017 added up to R$ 28.031 billion, compared to R$ 2.861 billion in 2016, mainly due to: (i) higher repayment of loans and financing; (ii) increase in the payment of interest on the stockholders equity; and (iii) lower borrowing. Year ended December 31, 2015 compared to the year ended December 31, 2016 Analysis of Operating Results 2016 x 2015 The table below presents the values relating to the consolidated income statements for the fiscal years ended December 31, 2015 and December 31, 2016: AV AV In billion 2015 2016 Net sales revenue Cost of goods sold and services rendered Administrative and selling expenses Research and development Pre-operational and operation stoppages Other net operating expenses Impairment and other gains or losses on non-current assets Operating income (loss) Results of Investments in affiliates and joint ventures 78.057 (62.780) (2.009) (1.326) (3.127) (0.588) (33.893) (25.666) (1.526) 100.0 (80.4) (2.6) (1.7) (4.0) (0.8) (43.5) (32.9) (2.0) 94.633 (61.143) (1.755) (1.098) (1.570) (0.937) (4.168) 23.962 1.111 100.0 (64.6) (1.9) (1.2) (1.7) (1.0) (4.2) 25.3 1.2 21.2 (2.6) (12.6) (17.2) (49.8) 59.4 (88.4) N/A N/A Income statementVariation (%) (%)(%) (2015 x 2016) Fiscal year ended In R$ billionon December 31, 2017%2016
Impairment and other results from investment in affiliates and joint ventures Net financial income Profit (loss) before taxes on profit Taxation on profit Losses from discontinued operations Loss attributable to non-controlling shareholders Net income (loss) in the year (1.431) (36.053) (64.676) 19.339 (0.660) (1.784) (44.213) (1.8) (46.2) (82.9) 24.8 (0.8) (2.3) (56.6) (4.353) 6.302 27.022 (9.567) (4.159) (0.015) 13.311 (4.6) 6.7 28.6 (10.1) (4.4) (0.0) 14.1 N/A N/A N/A N/A N/A N/A N/A ¹ Relating to net sales revenue. Net sales revenue The net operating revenue reached R$ 94.633 billion in 2016, compared to R$ 78.057 billion in 2015, corresponding to a 21.2% increase, due basically to the increase in the price of commodities and greater volumes sold. Ferrous minerals Iron ore Income from sales of iron ore increased 30.8%, from R$ 41.427 billion in 2015 to R$ 54.187 billion in 2016, mainly due to the increase in price of the iron ore in the international market, and also because of the increase in volume principally related to the performance of the Northern System. Pellets Income from sales of pellets increased 10.8% going from R$ 11.916 billion in 2015 to R$ 13.198 billion in 2016, due to the increase in price of the pellets on the international market, and the increase in volume sold. Ferroalloys and manganese The revenue from the sale of manganese and ferroalloys increased by 99.0%, from R$ 518 million in 2015 to R$ 1.031 billion in 2016, due to the increase in prices. Coal The revenue from the sale of coal increased, from R$ 1.739 billion in 2015 to R$ 2.882 billion in 2016, increasing 65.7%, given the increase in prices and volumes of thermal coal in the international market. Base Metals Nickel and other products Revenue from these products maintained its level, going from R$ 15.534 billion in 2015 to R$ 15.504 billion in 2016, mainly due to the increase in the nickel sales volume, resulting from the operations of New Caledonia and Onça Puma, which were compensated by the drop-in price in the international market. Copper The revenue from the sale of copper increased by 16.4%, from R$ 4.957 billion in 2015 to R$ 5.770 billion in 2016, mainly due to the conclusion of the Salobo ramp-up.
Other segments The revenue from other products and services went from R$ 414 million in 2015 to R$ 548 million in 2016, due to the sale of steel slabs in the year 2016. Costs of goods sold and services rendered The cost of the products sold and services rendered (excluding depreciation) was R$ 49.797 billion in 2016, a R$ 2.162 billion drop (4.2%) compared to the R$ 51.959 billion in 2015, mainly due to the impact of exchange rate variation (R$ 1.085 billion) on costs expressed in dollars, such as, for instance, costs with seaborne freight of iron ore and costs of base metal operations outside Brazil. Costs related to each business segment are detailed below: Ferrous Minerals Base Metals Coal Others Total (excluding depreciation) 34.211 14.427 2.857 0.464 51.959 31.475 14.343 3.090 0.889 49.797 1. The amounts mentioned above were considered after excluding depreciation. Sales and administrative expenses Sales and administrative expenses decreased by 12.6%, from R$ 2.009 billion in 2015 to R$ 1.755 billion in 2016, especially due to the reduction of service and personnel expenses. Research and development expenses Research and development expenses diminished by 17.2%, from R$ 1.326 billion in 2015 to R$ 1.098 billion in 2016, mainly due to the conclusion of projects in all segments. Pre-operating and operation stoppage expenses In 2016, pre-operational and operation stoppage expenses were R$ 1.570 billion, representing a R$ 1.557 billion drop compared to R$ 3.127 billion in 2015, mainly due to the ramp-up of the operations in New Caledonia in 2015 and therefore there were no more pre-operating expenses recorded in 2016 related to this operation. Other net operating revenues (expenses) Other operating revenues (expenses) increased by 59.4%, from R$ 588 million in 2015 to R$ 937 million in 2016, mainly due to the reduction of the non-recurring positive effects from the gold stream transaction (R$ 722 million in 2015 and R$ 480 million in 2016) and from the annual review of mine closure provisions and other assets, generating a positive impact in 2015 of R$ 1.281 billion and of R$ 124 million in 2016, as a result of the increase in the useful life of some mines and of the review of the scope of work required for closure of the assets. Impairment and other gains or losses on non-current assets In 2016, the impairment and other gains or losses on non-current assets added up to R$ 4.168 billion, mainly due (i) to the projection of nickel prices, having an impact on the assets of Vale Newfoundland & Labrador Limited and of Vale Nouvelle-Calédonie S.A.S.; (ii) to the contracts with a guaranteed minimum volume for use of fluvial structure and supply of manganese; (iii) to the reversion of impairment resulting from the decision to resume the pellet operations in São Cost of goods sold andFiscal year ended on December 31 services rendered per segment1 in R$ billion20152016
Luís at the beginning of 2018; (iv) to the review of operating plans of the coal assets in Australia; and (v) and the result in the sale of assets that had a decrease, going from a revenue of R$ 52 million in 2015 to an expense of R$ 228 million in 2016. This variation is explained by the fact that, in 2016, the result in the measurement or sale of non-current assets referred only to the shipping assets, while, in 2015, the result referred to the shipping and power assets. The impairment and other gains or losses on non-current assets recorded in 2015 in the amount of R$ 33.893 billion reflected mainly the reduction of the estimates of the future prices of coal, together with the increase of the logistics costs, and impairment of the cash generating units Vale Newfoundland & Labrador Limited and Vale Nouvelle-Calédonie S.A., and the reversion of the remainder of the impairment balance of Onça Puma to the amount of R$ 976 million, the initial value of which was registered in 2012. There was no impairment in investments of subsidiaries and joint ventures in 2016. Impairment and other results from interest in affiliates and joint ventures It refers principally to a provision for fulfillment of the agreement related to the failure of the dam of Samarco Mineração S.A. (Samarco), a joint venture between Vale S.A. (Vale) and BHP Billiton Brasil Ltda. (BHPB), as detailed below: Reparation agreement In March 2016, Samarco and its shareholders, Vale and BHPB, entered into an Agreement ("Agreement") with the Federal Government, two Brazilian states (Espírito Santo and Minas Gerais) and other governmental authorities, in connection with the lawsuit relating to the failure of Samarco's dam (note 27), for the implementation of reparation and compensation programs in the affected areas and communities. The term of the Agreement is 15 years, renewable for successive one-year periods until all obligations under the Agreement have been met. According to the Agreement, Samarco, Vale and BHPB established a foundation (Renova Foundation or Foundation) to develop and implement the socio-economic and socio-environmental reparation and compensation programs, to be financed by Samarco. Should Samarco not meet its funding obligations to the Foundation, Vale and BHPB shall be liable, under the terms of the Agreement, for providing funds to the Foundation in the proportion of their shareholding interest in Samarco of 50% each. As a consequence of the failure of the dam, Samarco has its operations suspended by determination of the governmental authorities. Due to the uncertainties regarding Samarco's future cash flow, Vale maintains the provision for compliance with the reparation and compensation programs set forth in the Agreement, equivalent to the percentage of its shareholding in Samarco. The changes to the provision are shown below: In R$ billions Balance on January 1, Addition/Creation of the provision Payments Appropriated interest Conversion adjustments Balance on December 31, 2017 2016 3.511 - 0.128 (0.941) 0.598 - 3.733 (0.461) 0.239 - 3.296 3.511 Current liabilities Noncurrent Liabilities Liabilities 1.080 2.216 0.951 2.560 3.296 3.511
In addition to the provision above, for the year ended December 31, 2017, Vale also made available the amount of R$ 452 million, which was fully used as working capital for Samarco and was recognized by the Company in the income statement as "Impairment and other results from investment in affiliates and joint ventures". By June 30, 2018, Vale may also make available up to R$ 159 million to maintain Samarco's working capital, without it being an obligation to Samarco. The availability of funds by the shareholders Vale and BHPB is subject to the fulfillment of certain conditions, being released by the shareholders, on the same basis and concurrently, as and when required. Results of Investments in affiliates and joint ventures The results from equity income increased by R$ 2.637 billion, from an loss of R$ 1.526 billion in 2015 to a gain of R$ 1.111 billion in 2016, mainly due to Companhia Siderúrgica do Pecém ("CSP"), which was positively affected by the exchange rate effect, and to California Steel Industries ("CSI"). There was no effect from the operations of Samarco.
Fertilizer Assets (Discontinued Operations) In December, 2016, the Company executed an agreement with The Mosaic Company (Mosaic) to sell: (i) the phosphate assets it owned, located in Brazil, except those principally related to the nitrogen assets located in Cubatão; (ii) the control in Campañia Minera Miski Mayo S.A.C, in Peru; (iii) the potassium assets it owned, located in Brazil; and (iv) the potassium projects in Canada. Therefore, the fertilizer segment, including the assets of Cubatão, is presented as a discontinued operation and the related assets and liabilities were classified as held for sale, as established by IFRS 5. As a consequence the net assets of the fertilizer segment were adjusted to reflect the fair value less the cost of sale and a loss of R$ 5.899 billion (R$ 3.893 billion net of taxes) was recognized in the income statement of the discontinued operations of the business year ending at December 31, 2016. Net Financial Results There was a gain in the net financial result of 672.1%, going from an expense of R$ 36.053 billion in 2015 to a gain of R$ 6.302 billion in 2016, mainly because of the positive exchange variation and gains from debt swap derivatives in Reais. Taxation on profit In 2016, an income tax expense of R$ 9.567 billion was recorded, compared to a revenue of R$ 19.339 billion in 2015, due to the profit recorded in 2016 against a loss assessed in 2015. Gains/loss in the fiscal year The result for fiscal year went from a loss of R$ 44.213 billion in 2015 to a net income of R$ 13.311 billion 2016, mainly due to a reduction of the impairment recognized in 2016, to the higher prices of the commodities and to the positive effect on the financial result of the point to point appreciation of the BRL against the USD of 17% in 2016, as previously explained.
Analysis of equity changes on December 31, 2016 compared to December 31, 2015 (2015 x 2016) Current Cash and cash equivalents Accounts Receivable Other financial assets Inventories Taxes on estimated profit Taxes to be refunded Others 14.022 5.763 0.856 13.775 3.513 5.482 1.215 4.06% 1.67% 0.25% 3.99% 1.02% 1.59% 0.35% 13.891 11.937 1.184 10.913 0.518 5.296 1.814 4.30% 3.70% 0.37% 3.38% 0.16% 1.64% 0.56% (0.93%) 107.13% 38.32% (20.78%) (85.25%) (3.39%) 49.30% Non-current assets held for sale 15.792 60.418 4.57% 17.48% 27.994 73.547 8.68% 22.79% 77.27% 21.73% Non-current Legal deposits Other financial assets Taxes on estimated profit Taxes to be refunded Deferred taxes on profit Others 3.445 1.100 1.840 1.956 30.867 2.392 41.600 1.00% 0.32% 0.53% 0.57% 8.93% 0.69% 12.04% 3.135 2.046 1.718 2.368 23.931 0.894 34.092 0.97% 0.63% 0.53% 0.73% 7.42% 0.28% 10.56% (9.00%) 86.00% (6.63%) 21.06% (22.47%) (62.63%) (18.05%) Capital expenditures Intangible asset Fixed assets 11.481 20.789 211.259 243.529 345.547 3.32% 6.02% 61.14% 70.48% 100.00% 12.046 22.395 180.616 215.057 322.696 3.73% 6.94% 55.97% 66.64% 100.00% 4.92% 7.73% (14.50%) (11.69%) (6.61%) Total assets 1 Relating to total assets. Current Accounts Payable to suppliers and contractors Loans and financing Other financial liabilities Taxes to be refunded Taxes on estimated profit Liabilities relating to investments in affiliates and joint ventures Provisions Dividends and interest on shareholders' equity Others 13.140 9.788 9.963 2.325 0.943 0.000 2.159 - 2.448 3.80% 2.83% 2.88% 0.67% 0.27% 0.00% 0.62% 0.00% 0.71% 11.830 5.410 3.539 2.144 0.556 0.951 3.103 2.602 2.921 3.67% 1.68% 1.10% 0.66% 0.17% 0.29% 0.96% 0.81% 0.91% (10%) (45%) (64%) (8%) (41%) 100% 44% 100% 19% Liabilities related to non-current assets held for sale 0.416 41.182 0.12% 11.92% 3.554 36.610 1.10% 11.35% 754% (11%) Non-current Loans and financing Other financial liabilities Taxes to be refunded Deferred taxes on profit Provisions Liabilities relating to investments in affiliates and joint ventures Deferred revenue Gold stream Others 102.878 8.298 15.953 6.520 20.867 - 6.830 3.600 164.946 29.77% 2.40% 4.62% 1.89% 6.04% 0.00% 1.98% 1.04% 47.73% 90.154 6.932 16.170 5.540 18.730 2.560 6.811 5.487 152.384 27.94% 2.15% 5.01% 1.72% 5.80% 0.79% 2.11% 1.70% 47.22% (12%) (16%) 1% (15%) (10%) 100% 0% 52% (8%) Shareholders Equity Vales controlling shareholders equity Shareholders equity of non-controlling shareholders Total shareholders' equity Total liabilities and shareholders' equity 131.160 8.259 139.419 345.547 37.96% 2.39% 40.35% 100.00% 127.241 6.461 133.702 322.696 39.43% 2.00% 41.43% 100.00% (3%) (22%) (4%) (7%) ¹ Relating to total liabilities and shareholders equity. Liabilities and shareholders' equity (in R$ billion)12/31/2015 AV (%)¹ 12/31/2016 AV (%)¹ (2015 x 2016) Assets (in R$ billion)12/31/2015AV (%)¹12/31/2016AV (%)¹Change (%)
Current Assets Cash and cash equivalents There was no material change in cash and cash equivalents during the year ended December 31, 2016. Accounts receivable The 107.1% increase in accounts receivable from R$ 5.763 billion on December 31, 2015 to R$ 11.937 billion on December 31, 2016 was due to higher sales prices mainly of iron ore at the end of the fiscal year ended on December 31, 2016. Inventories The reduction of 20.8% in inventories, went from R$ 13.775 billion on December 31, 2015 to R$ 10.913 billion on December 31, 2016, occurred because of the lower volumes stocked and reduction of the production costs. Prepaid taxes on income Prepaid taxes on income decreased by 85.3%, from R$ 3.513 billion on December 31, 2015 to R$ 518 million on December 31, 2016, due to compensations made in the period. Non-current assets held for sale On December 31, 2016, non-current assets held for sale totaled R$ 27.994 billion, of which R$ 13.178 billion related to the Fertilizer operation, R$ 13.652 billion related to the Nacala operation and R$ 1.164 billion related to shipping assets. On December 31, 2015, the assets held for sale refer only to the Nacala operation. For more information on the Nacala operation, see item 10.3 (b) of this Reference Form. Non-current Assets Deferred income taxes The amount recorded in deferred income taxes decreased 22.5%, from R$ 30.867 billion on December 31, 2015 to R$ 23.931 billion on December 31, 2016, mainly as a result of the Controlling Company and its subsidiary abroad tax loss carryforward. Investments The investments account increased by 4.9%, from R$ 11.481 billion on December 31, 2015 to R$ 12.046 billion on December 31, 2016, reflecting the result of positive equity income and contributions to CSP in 2016. Fixed Assets Fixed assets decreased by 14.5%, from R$ 211.259 billion on December 31, 2015 to R$ 180.616 billion on December 31, 2016, mainly due to the reclassification of Fertilizer assets to held for sale and the variation of assets overseas due to the devaluation of the U.S. dollar against the Real.
Current liabilities Loans and financing The reduction in the long-term loan portfolio was 44.7%, from R$ 9.788 billion on December 31, 2015 to R$ 5.410 billion on December 31, 2016, mainly due to exchange rate variation on debt in currencies other than the Real and the repayment of part of the short-term debt through new long-term funding. Other financial liabilities The balance of other financial liabilities decreased from R$ 9.963 billion on December 31, 2015 to R$ 3.539 billion on December 31, 2016. The reduction refers mainly to the amounts of derivative financial instruments, which was 83.4%, from R$ 8.107 billion on December 31, 2015 to R $ 1.349 billion on December 31, 2016, mainly due to (i) the maturity of the bunker oil transactions, together with the effect of the fall in the market price of bunker oil and (ii) the depreciation of the U.S. dollar against the Real, which affected foreign exchange swaps. Liabilities related to non-current assets held for sale Liabilities related to non-current assets held for sale increased by 754.3%, from R$ 416 million on December 31, 2015 to R$ 3.554 billion on December 31, 2016, due to the availability of the Fertilizer segment for sale. Non-current Liabilities Loans and financing The reduction in the loans and financing was 12.4%, from R$ 102.878 billion on December 31, 2015 to R$ 90.154 billion on December 31, 2016, basically reflecting the exchange rate variation, since a considerable part of the loans was contracted in foreign currency. Other financial liabilities The balance of other financial liabilities decreased from R$ 8.298 billion on December 31, 2015 to R$ 6.939 billion on December 31, 2016. The reduction refers to the net movement of (i) derivative financial instruments, which decreased by 34.9% from R$ 6.132 billion on December 31, 2015 (excluding the minimum return options related to the Brookfield Asset Management agreement ("Brookfield") with VLI SA ("VLI")) to R$ 3.991 billion on December 31, 2016 (including the minimum return options related to the Brookfield contract with VLI), mainly due to the depreciation of the U.S. dollar against the Real, gaining a mark-to-market gain on swap instruments, whose objective is to reduce cash flow volatility, net of the transfer of bunker oil to current liabilities; and (ii) an increase of 89.1% in shareholders debentures, from R$ 1.336 billion on December 31, 2015 to R$ 2.526 billion on December 31, 2016, due to the increase in the mark-to-market of the debentures by reason of the increase in commodities prices. Provisions The balance of other financial liabilities decreased from R$ 20.867 billion on December 31, 2015 to R$ 18.730 billion on December 31, 2016. The reduction refers to (i) a 14.8% decrease in provisions for legal proceedings, from R$ 3.210 billion on December 31, 2015 to R$ 2.734 billion on December 31, 2016, mainly reflecting reversals in prognostic change, recalculation and closure of processes; and (ii) a 13.5% decrease in the provision for asset demobilization, from R$ 9.313 billion on December 31, 2015 to R$ 8.055 billion on December 31, 2016, mainly due to the exchange rate applicable in part of the balance of companies abroad and the transfer to held for
sale, partially offset by the adjustment to the present value of the obligation due to the change in the discount rate. Shareholders' Equity held by Controlling Shareholders The shareholders equity of the controlling shareholders decreased by 3%, mainly due to the distribution of part of the net income for the year in the form of interest on shareholders' equity, from R$ 131.16 billion on December 31, 2015 to R$ 127.241 billion on December 31, 2016. Analysis of Cash Flows 2016 vs. 2015 The following table presents the values related to the consolidated cash flow statements for the fiscal years ended December 31, 2016 and December 31, 2015: Operating cash flow: Net gain (loss) before taxes on operating income Adjustments to consolidate net profit with revenues from operational activities Net revenue from operational activities Net revenue used in investment activities Net revenue from (used in) financing activities Net cash from (used in) discontinued operations Increase (reduction) in cash and cash equivalents Beginning of the year cash and cash equivalents Effect of foreign exchange variations in cash and cash equivalents End of the year cash and cash equivalents 27.022 (5.885) 21.137 (15.673) (2.861) (0.527) 2.076 14.022 (2.207) 13.891 (141.78%) (107.50%) 53.27% (18.28%) (47.57%) (32.87%) 143.38% 32.85% (184.43%) (0.93%) (64.676) 78.467 13.791 (19.180) (5.457) (0.785) 0.853 10.555 2.614 14.022 Net cash provided from operational activities Net cash provided from operating activities reached R$ 21.137 billion in 2016, compared to R$ 13.791 billion in 2015, representing a 53% increase, mainly due to the increase in the price of iron ore. Net cash provided from (used in) investments The net cash used in investment activities reached R$ 15.673 billion in 2016, compared to R$ 19.180 billion in 2015, which represented a decrease of 18.3% due to the reduction of capital investments. Net cash provided from (used in) financing Net cash provided from (used in) financing totaled an investment of resources of R$ 2.861 billion in 2016, compared to a source of funds of R$ 5.457 billion in 2015, due to the greater amortization of debts. 10.2 Operating and Financial Results a. Results of Vale Operations, in particular: i. description of key components of revenue In 2017, Vale had a net operating revenue of R$ 108.532 billion, an increase of 14.7% compared to R$ 94.633 billion in 2016, mainly due to higher prices and premiums for pellets, iron ore fines and other commodities, as well as higher volumes sold of pellets, copper and metallurgical coal. In 2016, our net operating revenues increased 17.6% to R$ 94.633 billion, mainly due to higher prices for pellets, iron ore fines and other commodities, as well as higher sales volumes of pellets, iron or fines, nickel, copper and coal and were negatively affected by falling base metal prices. Fiscal year ended In R$ billionon December 31, 2016%2015
On December 31, 2015, Vale had a net operating revenue of R$ 78.057 billion, mainly due to lower prices, partially offset by the higher volume of sales of iron ore fines, pellets and nickel. Vales revenue depends, among other factors, on the volume of production at its facilities and the prices for its products. Vale publishes a quarterly production report that is available on its website (www.vale.com). Increases in capacity of its facilities arising from its capital expenditure program have a significant effect on Vales performance. Vales production is also affected by acquisitions and dispositions. The following table summarizes, for the periods indicated, the distribution of our net operating revenues based on the geographical location of our customers. North America USA Canada South America Brazil Others Asia China Japan South Korea Taiwan Others Europe Germany France United Kingdom Italy Others Other countries Net Revenue 6.500 2.804 3.696 7.810 6.560 1.250 44.733 30.812 6.498 2.633 2.064 2.726 15.104 4.747 1.086 1.285 1.531 6.455 3.910 78.057 8.3 3.6 4.7 10.0 8.4 1.6 57.3 39.5 8.3 3.4 2.6 3.5 19.3 6.1 1.4 1.6 2.0 8.3 5.0 100 7.553 3.475 4.078 8.343 7.103 1.240 58.027 43.778 6.019 3.041 2.147 3.042 16.042 4.772 1.471 1.123 1.589 7.087 4.668 94.633 8.0 3.7 4.3 8.8 7.5 1.3 61.3 46.3 6.4 3.2 2.3 3.2 17.0 5.0 1.6 1.2 1.7 7.5 4.9 100 7.399 4.183 3.216 13.210 11.091 2.119 64.129 44.847 7.836 4.482 2.231 4.733 17.570 4.414 1.761 1.106 1.673 8.616 6.224 108.532 6.8 3.9 3.0 12.2 10.2 2.0 59.1 41.3 7.2 4.1 2.1 4.4 16.2 4.1 1.6 1.0 1.5 7.9 5.7 100 Individually, the most important product in terms of revenue generation in fiscal years 2017, 2016 and 2015 was iron ore. Ferrous minerals Iron ore Pellets Manganese and ferroalloys Others Coal Base metals Nickel and others Copper Others Net Revenue 55.413 41.427 11.916 0.518 1.552 1.739 20.491 15.534 4.957 0.414 78.057 71.0 53.1 15.3 0.7 2.0 2.2 26.3 19.9 6.4 0.5 100.0 69.929 54.187 13.198 1.031 1.513 2.882 21.274 15.504 5.770 0.548 94.633 73.9 57.3 13.9 1.1 1.6 3.0 22.5 16.4 6.1 0.6 100.0 80.291 59.206 18.043 1.501 1.541 5.003 21.966 14.914 7.052 1.272 108.532 74.0 54.6 16.6 1.4 1.4 4.6 20.2 13.7 6.5 1.2 100.0 Demand and prices The following table summarizes the average sale price of the main products for the periods indicated. Fiscal year ending on December 31 In R$ billion2015%2016%2017% Fiscal year ending on December 31 In R$ billion2015%2016%2017%
Iron ore Pellets Manganese Ferroalloys Coal Thermal coal Metallurgical Coal Nickel Copper 148.94 268.13 191.54 3,018.72 186.89 276.63 378.56 2,579.57 205.08 348.50 508.42 4,322.96 175.02 285.63 39,012.71 14,566.75 158.862 408.18 33,832.35 15,454.23 227.88 550.95 34,010.17 19,094.34 The following indicated. table summarizes the average volume sold of main products for the periods Iron ore Pellets Manganese Ferroalloys Coal Thermal coal Metallurgical Coal Nickel Copper 276,393 46,284 1,764 69 289,940 47,709 1,851 127 288,692 51,775 1,826 132 892 5,614 292 397 5,457 4,907 311 430 4,602 7,178 295 424 Iron ore and pellets Iron ore and iron ore pellets are priced based on a wide range of quality levels and physical characteristics. Price differences arise from a number of factors, such as the iron content of specific ore deposits, the beneficiation processes required to produce the desired end product, the particle size, the moisture content and the type and concentration of contaminants (such as phosphorus, alumina, silica and manganese ore) present in the ore. In addition, fines, lump ore and pellets usually command different prices. Demand for iron ore and iron ore pellets is driven by global demand for carbon steel. Demand for carbon steel, in turn, is strongly influenced by real estate and infrastructure construction and global industrial production. Demand from China has been the principal driver of world demand and prices. In 2017, the average of the Platts IODEX iron ore 62% reference price was US$ 71.3/t, a 22% increase over 2016, supported by the performance of the steel sector that led to steel prices higher overall. The performance of the Chinese steel industry in 2017 was boosted by the machinery, manufacturing and real estate sectors. The infrastructure sector proved to be robust, supported by relatively free credit supply in the first three quarters of the year. Manufactured goods benefited from healthy external demand from orders from developed countries and Belt and Road projects, leading China to achieve record steel production of 831.7 Mt in 2017, which meant an increase of 5.7% on an annual basis. Ex-China steel output also recorded strong growth in 2017, reaching 859.5 Mt, which represented a 4.9% increase on a yearly basis, as the global economy reached the first period of synchronized Fiscal year ending on December 31 201520162017 (in thousand metric tons) Fiscal year ending on December 31 201520162017 R$/metric ton, unless otherwise indicated
growth since the 2008/2009 crisis, with the increase in consumption, the creation of jobs and the resumption of investments, reflected in demand and production of steel. Fine iron ore prices command premiums based on the iron content and its impurity grade. The lump ore and pellet prices contain premiums in relation to fine iron ore prices and are determined based on client negotiations. It should be noted that in 2017 higher price differences were observed between high and low-grade iron ore. High profitability in steel sales, high coking coal prices and environmental restrictions imposed during 2017 have led steelmakers to seek high quality ore, such as Vale's iron ore from Carajás operations, which is about 65% of Ferrous content, which allows high productivity and lower emission levels. While the US$ 46.7/ton average of the Metal Bulletin 58% iron ore reference price 2017 was only 1% higher than the 2016 average, the Metal Bulletin 65% average was US$ 88.0/t in 2017, representing a 36% increase over the average of the previous year. Our iron ore prices are grounded in a variety of price options that are usually based on spot indices for the specification of prices charged to clients. Final prices may be based on current spot prices and average prices for specific periods. In cases where the products are priced before the final price is determinable at the time of delivery, we recognize the sale based on a provisional price with a subsequent adjustment to reflect the final price. The average realized price of iron ore3 in the fiscal year ended on December 31, 2017 was 17.9% and 43.8% higher than the average prices practiced in 2016 and 2015, respectively. The average realized price of pellets¹ in the fiscal year ended on December 31, 2017 was 36.0% and 40.4% higher than the average prices practiced in 2016 and 2015, respectively. Manganese and ferroalloys The prices of manganese ore and ferroalloys are mainly influenced by trends in the carbon steel market. The prices of ferroalloys are also influenced by the prices of its main inputs, such as manganese ore, energy and coke. Manganese ore sales are based on the spot market or calculated on a quarterly basis. Ferroalloys prices are determined on a quarterly basis. Coal The demand for metallurgical coal is driven by the demand for steel, especially in Asia. The demand for thermal coal is directly related to electricity consumption, which will continue to be driven by worldwide economic growth, especially in emerging economies. Currently, the metallurgic coal prices are established on a quarterly basis (benchmark price system) or following the spot reference indexes. The prices of thermal coal are set in spot negotiations and/or through annual contracts. Demand for metallurgical coal in the seaborne market remained strong in 2017. Chinese demand for this type of coal is still the main force behind the increase in global demand. It is expected that Chinese imports will reach the third highest level ever recorded with 70 Mt in 2017, an 18% increase compared to 2016. Japanese imports remained relatively stable at around 70 Mt, while India showed an increase in imports of metallurgical coal from 49 Mt to 55 Mt, a 12% year-on-year increase. Overall, global imports are expected to increase by around 5.5% in 2017. Nickel Nickel is traded on the London Metal Exchange (LME), and it is mainly used to produce stainless steel. Most nickel products are priced using a discount or a premium to the LME price, depending on the technical and physical characteristics of the product. Nickel demand is largely affected by the production of stainless steel, which accounted for 69% of consumption in the fiscal year 3 Excluding the effects of exchange variation.
ended on December 31, 2017 (69% and 66% in the years ended on December 31, 2016 and 2015, respectively). Vale maintains short-term fixed-volume contracts with customers for the majority of its expected annual nickel sales. These contracts, together with our sales for non-stainless-steel applications (alloy steels, high nickel alloys, plating and batteries), provide stable demand for a significant portion of its annual production. In 2017, 63% of refined nickel sales were directed to non-stainless-steel applications, compared to the average primary nickel producer industry of 31%, bringing further stability to the Company's sales volume. As a result of its focus on such higher-value segments, the average realized nickel prices have typically exceeded LME prices. Stainless steel is a major driver of demand for nickel, particularly in China. In 2017, Chinese demand for stainless steel accounted for 44% of the total global demand. As a result, changes to Chinese stainless-steel production have a major impact on global demand for nickel. In 2017, Chinese stainless-steel production increased by 6% compared to 10% in 2016. In addition, the growth of stainless steel was concentrated in series 300, which contain relatively high amounts of nickel, due to their superior physical characteristics compared to other austenitic series. Copper Copper prices are determined on the basis of: (a) copper prices in final markets, such as the LME and the NYMEX; and (b) for intermediate products, such as copper concentrate (which represents the majority of the companys sales) and copper anode, treatment and refining rates are negotiated with each client. According to a pricing system known as MAMA (month after month of arrival), sale prices of copper concentrate and anode are provisionally set at the time of shipment, and the final prices are based on the LME at a future time, typically three months after shipment of product. Demand for refined copper grew by an estimated 2% in 2017, and China accounted for approximately 48% of the world consumption. The predominant use of copper in China was in construction and in the power grid. In 2017, numerous supply disruptions, particularly in the world's largest mines due to labor negotiations and government disputes, impacted the copper industry. In the second half of the year, the demand in China, as well as positive macroeconomic data, helped to improve copper prices. ii. Factors that materially affected the operating results In 2017, operating income was R$ 34.812 billion, an increase of R$ 10.850 billion compared to operating income in 2016, mainly due to the increase in the realized sales prices of pellets and iron ore fines, coal and base metals and a reduction of R$ 3.143 billion in the line "Impairment and other gains or losses on non-current assets." In fiscal year 2017, net operating expenses (including sales and administrative, research and development, pre-operating and stoppage and other operating income (expenses)) remained in line, from R$ 5.360 billion in 2016 to R$ 5.438 billion in 2017. In 2016, operating income was R$ 23.962 billion, a variation of R$ 49.628 billion compared to the operating loss of R$ 25.666 billion in 2015, mainly due to the recovery of the prices of its products and the impact of the impairment and other gains or losses on non-current assets of 2015, which went from R$ 33.893 billion in 2015 to R$ 4.168 billion in 2016. The fiscal year of 2016 was a year in which the Company sought opportunities to reduce costs. Vale presented an 24.0% reduction in net operational expenses (including SG&A, research and development, pre-operational and stoppage, and other operational revenues (expenses)), corresponding to R$ 1.690 billion, compared to the same period in 2015, principally marked by the reduction of revenue arising out of the gold stream operation and reduction in the provision for fixed asset demobilization, due to the rate of change by virtue of the change of risk.
The Company had operating margin (before impairment and other gains or losses on non-current assets)4 of 33.0%, 29.7% and 10.5% in the fiscal years ended on December 31, 2017, 2016 and 2015, respectively. Adjusted EBITDA Management uses adjusted EBITDA to evaluate each segment's contribution to performance and to support decisions on resource allocation. The Company's adjusted EBITDA is the operating income or loss, excluding (i) depreciation, depletion and amortization, (ii) impairment and other gains or losses on non-current assets, (iii) onerous contracts, and adding (iv) dividends received and interest from affiliates and joint consolidated financial statements. ventures. For more information, see note 3 in our Net sales revenue EBIT (Earnings before interest and taxes) Adjusted EBITDA Shareholders compensation (controller) 78.057 8.227 21.741 5.026 94.633 28.130 40.906 5.524 108.532 35.837 48.992 4.721 The following table shows a reconciliation of adjusted EBITDA with net income (loss) from continuing operations for the years ended on December 31, 2017, 2016 and 2015. Net income (loss) from continuing operations Depreciation, amortization, and depletion Taxation on profit Net financial income EBITDA (45.337) 17.455 20.278 12.450 (19.339) 36.053 12.107 9.567 (6.302) 11.842 4.607 9.650 (16.173) 32.827 46.377 Items for reconciliation of Adjusted EBITDA Impairment and other gains or losses on non-current assets Results from investments in affiliates and joint ventures Impairment and other results from investment in affiliates and joint ventures Dividends received and interest from affiliates and joint ventures Adjusted EBITDA of the continued operations 33.893 1.526 4.168 (1.111) 1.025 (0.302) 1.431 1.064 4.353 0.669 0.579 1.313 21.741 40.906 48.992 b. Variations in revenues attributable to changes in prices, exchange rates, inflation, changes in volumes and the introduction of new products and services Exchange rate variations The results are affected in several ways by changes in the Real currency exchange rates. Changes in the closing exchange rate influence our financial results, while changes in the average exchange rate affect our operating performance. In 2017, on average, the real appreciated 8.35% against the U.S. dollar, from an exchange rate of R$ 3.48/US$ 1.00 in 2016 to R$ 3.19/US$ 1.00 in 2017. 4 Operational margin (before the impairment and other results of non-current assets) relates to the ratio of (i) net sales revenues less the sum of costs of goods sold and services rendered and operational revenues (expenses) over (ii) net operational revenues. EBITDA Years ended December 31, In R$ billion 2015 2016 2017 Fiscal year ending on December 31 In R$ billion201520162017
Most of the Company's revenues are expressed in U.S. dollars, whereas most costs of the goods sold are expressed in other currencies, mainly the Brazilian real (54.25% on December 31, 2017), the U.S. dollar (31.13% on December 31, 2017), Canadian dollars (11.66% on December 31, 2017), Indonesian rupees, Australian dollars, euros and others. In 2017, the Brazilian real depreciated 1.5% against the U.S. dollar, from a closing exchange rate of R$ 3.26/US$ 1.00 on December 31, 2016 to R$ 3.31/US$ 1.00 on December 31, 2017. Most of the long-term debt (R$ 57.578 billion on December 31, 2017, not including interest incurred) is denominated in currencies other than the real, principally the U.S. dollar. Due to the fact that Vale's functional currency is the Brazilian real, changes in the value of the U.S. dollar against the Brazilian real result gains or losses in net liabilities that result in foreign exchange gains or losses on the financial result. As a consequence of the depreciation of the Brazilian real against the U.S. dollar in the fiscal year ended on December 31, 2017, net monetary and exchange variation caused a negative impact on net income of R$ 2.130 billion in the fiscal year. The net result of the currency and interest rate swaps, mainly to convert the debt in Brazilian reais into U.S. dollars to protect the cash flow from currency price volatility, produced a positive accounting effect of R$ 997 million in the fiscal year ended on December 31, 2017, of which R$ 764 million generated a negative impact on the cash flow. In January 2017, the Company implemented a hedge accounting for foreign exchange risk related to its net investments in Vale International and Vale Austria. The objective of the program is to mitigate the impact of exchange rate variation on results, reducing volatility and allowing the financial result to better reflect the company's economic performance. In 2016, on average, the Brazilian real depreciated by 4% compared to the U.S. dollar, from an exchange rate of R$ 3.34/US$ 1.00 on December 31, 2015 to R$ 3.48/US$ 1.00 in 2016. Regarding the fiscal years ended on December 31, 2015 and December 31, 2016, most part of the companys revenue was in U.S. dollars, while most part of the costs of assets sold was in other currencies, especially real (49% and 54% in the fiscal years ended in December 31, 2015 and December 31, 2016, respectively), additional to U.S. dollar (34% and 29% in the fiscal years ended on December 31, 2015 and December 31, 2016, respectively), Canadian dollar (13% and 12% in the fiscal years ended on December 31, 2015 and December 31, 2016, respectively), Indonesian rupiah, Australian dollars, euros, and others. Exchange rates, thus, affected the Companys operating margin. In 2016, the real appreciated 17% compared to the U.S. dollar, from a closing exchange rate of R$ 3.90/US$ 1.00 on December 31, 2015 to R$ 3.26/US$ 1.00 on December 31, 2016. Most of the long-term debt in years 2015 and 2016 was in currencies other than real, especially U.S. dollar (73.7% in 2015 and 71.5% in 2016). As Vales functional currency is real, changes to the U.S. dollar against the real, caused variations to net liabilities, resulting in exchange gains or losses in the financial income. On December 31, 2015 and December 31, 2016, the debt in reais was R$ 21.638 billion and R$ 21.578 billion, respectively. As most of the revenue was in U.S. dollars, Vale used derivatives to translate the debt in real into U.S. dollars. As a consequence of the appreciation of the real compared to the U.S. dollar in the fiscal year ended December 31, 2016, net monetary and exchange rate variation had a positive impact on net income of R$ 10.8 billion in 2016. In 2015, there was a depreciation of the Brazilian real compared to the U.S. dollar (in addition to inflation this year), net monetary and exchange variation caused a negative impact on net income of R$ 25.109 billion. The net result of currency and interest rate swaps, mainly structured to convert the debt in Brazilian reais into U.S. dollars to protect the cash flow against exchange rate volatility, produced a positive accounting effect of R$ 3.2 billion in the fiscal year ended on December 31,
2016, of which R$ 2.6 billion a generated negative cash effect, and a negative accounting effect of R$ 4.6 billion in 2015, of which R$ 1.0 billion generated a negative cash effect. Variations in Price and Volumes The Company's revenues are mainly affected by changes in prices as well as changes in the volumes of products it commercializes. On December 31, 2017, the net operating revenue from sales of the Company's products was R$ 108.532 billion. As most of the revenue is linked to the marketing of ferrous minerals, including iron ore and pellets, the increase in price and better premiums for iron ore and pellets contribute significantly to the Company's revenue growth. On December 31, 2016 and December 31, 2015, the revenue coming from the marketing of the Companys products was R$ 94.633 billion and R$ 78.057 billion, respectively. The following table shows our net operating revenue by segment for the periods indicated. Ferrous Minerals Base Metals Coal Others 71.0% 26.3% 2.2% 0.5% 73.9% 22.5% 3.0% 0.6% 74.0% 20.2% 4.6% 1.2% Total 100.0% 100.0% 100.0% Sales of ferrous minerals accounted for 74.0% of the Company's total net operating revenues in 2016, standing at 73.9% in the same period of 2016 and slightly above 71.0% in 2015. Several factors influenced the prices and the demand for the different products of the Company, such as: (a) Ferrous and impurities content and size of the particles (for iron ore and pellets); (b) tendencies of the market of carbon steel and price of the main inputs (for manganese and ferroalloys); (c) demand for steel, especially in Asia, and for coal, especially in the Chinese production; (d) discount or premium in relation to the price negotiated on the LME (for nickel); (e) price of copper metal in final markets (for copper). For more information on changes to its products prices, as well as on changes to the volumes sold in the last three fiscal years, see item "10.2 (a) (i) (ii)" of this Reference Form, in particular the comparative tables inserted in such items. Variations in the inflation rates The Company's revenues are not significantly affected by inflation rates, and the main variations in operational income is attributable to price changes and volumes changes. c. Impact of inflation, price variations of main inputs and products, exchange rate and interest rates on operating results and the issuer's financial result, when relevant For comments on the inflationary impact, price variations in the main products and exchange rates, see item "10.2 (b)" of this Reference Form. Interest Rate Vale is exposed to the risk of interest rates for loans and financings. Debt tied to interest rates in US$ consists mainly of loans, including export prepayment operations, loans from commercial banks and multilateral organizations. In general, these debts are indexed to the LIBOR (London Interbank Offered Rate). The floating rate of its debt expressed in Brazilian reais includes debentures, loans obtained from the BNDES, fixed assets and financing for the purchase of Fiscal Year Ended on December 31, Business segments201520162017
services in the Brazilian market. The interest on these obligations is tied primarily to the CDI (Interbank Deposit Certificate), the reference interest rate on the Brazilian interbank market, and the TJLP (long-term interest rate). We use swap operations to convert most part of this debt into fixed rates in U.S. dollars. On December 31, 2017, before swap operations, 18% of the debt was in reais and the remaining 82% was in other currencies. On December 31, 2016, before swap operations, 23% of the debt was in Brazilian reais and the other 77% in other currencies. On December 31, 2015, before swap operations, 19% of the debt was in Brazilian reais and the remaining 81% was in other currencies. On December 31, 2017, approximately 35.6% of debt was tied to the floating interest rate, compared to around 47.4% on December 31,2016 and 42.4% on December 31, 2015. Price of main inputs Fuel oil and gas costs are an important component of Vales production cost and represented 6.2% of its total cost of products sold in the fiscal year ending on December 31, 2017; 7.0% in 2016; and 6.4% in 2015. Costs with electricity account for 4.6% of total cost of products sold in the fiscal year ended on December 31, 2017; 3.9% in 2016, and 2.6% in 2015. The impairment of non-current assets and onerous contracts recorded in 2017 resulted in a loss of R$ 883 million. This amount refers to the Company's impairment, based on the premise that includes the discounted cash flow and the commodities prices. Vale does not provide guidance in the form of quantitative forecasts regarding its future financial performance. Vale seeks to disclose as much information as possible about its views on the various markets where it operates, its guidelines, strategies and its implementation, in order to provide capital market participants with sound basis for their expectations regarding the Companys performance in the medium and long term. 10.3 Events with relevant effects, occurred and expected, in the financial statements of the Company and its results a. Introduction or disposal of operating segment 2017 Cubatão (part of the fertilizer segment) On November 2017, the Company entered into an agreement with Yara International ASA ("Yara") to sell assets located in Cubatão, Brazil. The agreed value of this agreement is R$ 844 million (US$ 255 million) to be paid in cash. The conclusion of the transaction is expected by the end of 2018 and is subject to compliance with the usual conditions precedent, including approval by the Administrative Council for Economic Defense ("CADE") and other authorities. Net assets were adjusted to reflect fair value less costs to sell and a loss of R$ 508 million was recognized in the income statement of discontinued operations. 2016 Fertilizers (Discontinued operations) On December 2016, the Company entered into an agreement with The Mosaic Company ("Mosaic") to sell: (i) its phosphate assets located in Brazil, except those mainly related to assets located in Cubatão; (ii) control at Compañia Minera Miski Mayo S.A.C., in Peru; (iii) its potash assets located in Brazil; and (iv) its potash projects in Canada.
Therefore, the fertilizer segment, including the assets of Cubatão, is presented as a discontinued operation and the related assets and liabilities were classified as held for sale, as established by IFRS 5. On January 2018 (subsequent event), the Company and Mosaic concluded the transaction, which was preceded by some final adjustments made by the parties under the original terms and conditions of the negotiation. As a result of these changes, the Company received R$ 3.573 billion (US$ 1.080 billion) in cash and 34.2 million common shares, corresponding to 8.9% of Mosaic's total capital after the issuance of these shares (R$ 2.901 billion (US$ 877 million), based on Mosaic's share quotation on the closing date of the transaction). Net fertilizer assets were adjusted to reflect fair value less costs to sell and a loss in 2017 in the amount of R$ 2.325 billion (R$ 5.899 billion in 2016) was recognized in the statement of income of discontinued operations. 2015 There were no introduction or disposal of operating segment in fiscal year 2015 that have caused or may cause relevant effects on the financial statements. b. Incorporation, acquisition or divestiture of stakeholder positions Main Acquisitions 2017 There were no shareholding acquisitions in fiscal the year 2017 that have caused or may cause relevant effects on the financial statements. 2016 Minas da Serra Geral S.A. ("MSG") In March of 2016, the Company performed the purchase option of an additional participation of 50% in MSG which was detained by the JFE Steel Corporation ("JFE") for the sum of R$ 65 million. With this, Vale holds 100% of the capital of MSG. 2015 There were no shareholding acquisitions in fiscal year 2015 that have caused or may cause relevant effects on the financial statements. Main investment disposals and asset sales In accordance with the strategy, the Company continues to reduce our stakes in non-core assets. The following is a summary of the main disposals and sales of assets during the three-year period under discussion. 2017 Coal - Nacala logistics corridor (Nacala) On December 2014, and in accordance with the amendments of November 2016, the Company entered into an agreement with Mitsui & Co. Ltd. ("Mitsui") to transfer 50% of its 66.7% stake in the Nacala Logistics Corridor ("CLN"), formed by the companies that own the concessions of
railroads and ports located in Mozambique and Malawi. In addition, Mitsui committed to acquire a 15% stake in Vale's holding company, which holds control of the Moatize Coal Project. On March 2017, the transaction was completed and the amount of R$ 2.186 billion (US$ 690 million) was received by Vale. Upon completion of the transaction, the Company (i) holds an 81% stake in Vale Mozambique, while maintaining control of the Moatize Coal Project and (ii) it shares control of the Nacala Logistics Corridor (Nacala BV), with Mitsui. As a consequence of the shared control of Nacala BV, the Company: (i) made a write-off of assets and liabilities classified as held for sale in the total amount of R$ 13.130 billion (US$ 4.144 billion), of which R$ 12.874 billion (US$ 4.063 billion) refers to property, plant and equipment and intangible assets; (ii) made the write-off of R$ 44 million (US$ 14 million) related to cash and cash equivalents; (iii) recognized a gain of R$ 1.403 billion (US$ 447 million) in the result related to the sale and remeasurement at fair value of its remaining interest in Nacala BV based on the consideration received; (iv) reclassified the gain related to the cumulative translation adjustments to income in the amount of R$ 35 million (US$ 11 million); The result of the transaction of the assets related to the Nacala logistics corridor was recognized in the result as "Impairment and other gains or losses on non-current assets." The results of the coal holding transaction were recognized in "Non-controlling shareholders results" in the amount of R$ 329 million (US$ 105 million), directly in Shareholders' Equity. The amount received was recognized in the cash flow as "Proceeds from the sale of property, plant and equipment and investment" in the amount of R$ 1.387 billion (US$ 435 million) and "Transactions with non-controlling shareholders" in the amount of R$ 799 million (US$ 255 million). Due to the deconsolidation of the Nacala Logistics Corridor, Vale has, after the transaction, outstanding loan balances with Nacala BV and Pangea Emirates Ltd declared as related parties. On November 2017, Nacala BV entered into financial agreements in the form of a project finance, to receive US$ 2.7 billion (R$ 8.9 billion) contracted that will be used to partially amortize loans with the Company. The proceeds will be received on March 21, 2018. Shipping assets During the year ended December 31, 2017, the Company concluded the sale of four VLOC's and two Floating Transfer Stations for the amount of R$ 1.259 billion. The Company recognized a loss of R$ 436 million in the result as "Impairment and other gains or losses on non-current assets". Asset write-offs In 2017, the Company recognized in the result a loss of R$ 1.144 billion as "Impairment and other gains or losses on non-current assets" related to write-off of non-viable projects and operating assets written off through sale or obsolescence. 2016 Thyssenkrupp Companhia Siderúrgica do Atlântico Ltd (CSA) In April 2016, the Company sold 100% of its stake in CSA (26.87%) for a non-significant amount. This transaction resulted in a loss of R$ 266 million related to the recycling of "Cumulative translation adjustments" recognized in the income statement as "Impairment and other results from investment in affiliates and joint ventures."
Shipping assets On June 2016, Vale approved the plan to sell its fleet of eleven ships. As a consequence, the referred to assets were reclassified to non-current assets held for sale and the loss in the amount of R$ 228 million was recorded in the result as Result in the measurement or sale of non-current assets. In the year ended December 31, 2016, the Company concluded the sale of three Very Large Ore Carriers ("VLOC's") for R$ 863 million and four capesizes for R$ 470 million. On December 31, 2016, four vessels were still recorded as assets held for sale. Sale of part of the gold stream produced as by-product In 2013, the Company entered into a gold transaction with Wheaton Precious Metals Corp. ("WPM") with amendments in March 2015 and August 2016 to sell 75% of the gold mined as a by-product of the Salobo copper mine and 70% of the gold mined as a by-product of the Sudbury nickel mines. The operations were bifurcated into two identifiable components of the transaction: (i) the sale of mining rights and (ii) services for the extraction of gold to the extent that Vale acts as a gold mining agent for WPM. The result of the sale of mining rights from the additional transactions of R$ 480 million and R$ 722 million was recognized in the fiscal year ended December 31, 2016 and 2015, respectively, as "Other net operating expenses." 2015 Shandong Yankuang International Coking Co., Ltd. (Yankuang) The Company completed the sale of its total interest in Yankuang, a producer of coke, methanol and other products. In this operation, Vale recognized a gain of R$ 241 million as "Impairment and other results from investment in affiliates and joint ventures." Restructuring power generation assets On February 27, 2015, Vale has concluded the transaction that began in 2013 with Cemig GT to create the joint venture Aliança Geração de Energia S.A., and on March 31, 2015, Vale concluded the transaction with CEMIG GT for the sale of 49% of Vales share in Norte Energia. Minerações Brasileiras Reunidas MBR On July 29, 2015, Vale has executed the Purchase and Sale Agreement of Shares and other issues, with the Fundo de Investimento em Participações Multisetorial Plus II (FIP Plus II ), which shares are held on this date by Banco Bradesco BBI S.A. (BBI), under which it promised to sell the class A preferred shares representing 36.4% of the capital stock of Minerações Brasileiras Reunidas S.A. MBR (MBR), for R$ 4.0 billion, subject to suspension conditions usually applicable, including prior approval of the operation by CADE. On September 1, 2015, the sale was concluded for the agreed price, which was transferred in one single installment on that date, and Vale now holds directly and indirectly 61.9% of the capital stock and 98.3% of the common capital of MBR. Vale also holds a purchase option of shares issued by MBR currently held by BBI, successor of FIP Plus II. Shipping assets In 2015, the Company completed the sale of 12 ships with a capacity of 400,000 tons each. The Company received cash resources of R$ 4.770 billion.
c. Unusual events or operations 2017 Contingencies related to the Samarco accident (i) Public-interest civil action filed by the Brazilian government and others The Federal Government, the two Brazilian states impacted by the rupture of the dam (Espírito Santo and Minas Gerais) and other governmental authorities filed a public-interest civil action against Samarco and its shareholders, Vale S.A. and BHPB, whose value indicated by the plaintiffs is R$ 20.2 billion. On March 2016, an agreement was signed regarding the rupture of the dam, which was ratified by the Regional Federal Appellate Court of the 1st Region on May 2016. Such approval was suspended by the Superior Court of Justice on June 2016, leading to the restoration of the public civil action, in addition to maintaining other judicial determinations, such as: (a) the unavailability of the Samarco, Vale S.A. and BHPB mining concessions, without, however, limiting its production and marketing activities; and (b) the need to make a deposit in the amount of R$ 1.2 billion, which was provisionally replaced by the guarantees included in the preliminary agreement with the Federal Public Prosecutors ("MPF"), as detailed in item (ii) as follows. (ii) Public-interest civil action filed by the MPF On May 3, 2016, the MPF filed a public civil action against Samarco and its shareholders, through which it filed several requests, including: (i) the adoption of measures aimed at mitigating the social, economic and environmental impacts resulting from the disruption of the dam, as well as other emergency measures; (ii) payment of compensation to the community; and (iii) payment of collective moral damages. The amount in dispute indicated by the MPF is R$ 155 billion. On January 2017, Samarco, Vale S.A. and BHPB (jointly referred to as "companies") entered into two Preliminary Consent Decrees ("PCD") with the MPF. The purpose of the First PCD is to define the procedures and the timetable of negotiations for the execution of a Final Consent Decree ("Final Decree"), initially expected to occur by June 30, 2017, with this deadline being extended to April 2018. The First PCD establishes the bases for settlement of the public-interest civil actions mentioned above, in the amounts of R$ 20.2 billion and R$ 155 billion, respectively, which are currently suspended. The First Term also foresees: (a) the hiring of experts paid by the companies, as retained experts of the MPF, to make a diagnosis of the socio-environmental and socio-economic impacts and to monitor the progress of the programs of the Agreement; and (b) the holding of public hearings and the contracting of technical advisory services to those affected, in order to allow the participation of communities in defining the content of the Final Term. The First PCD also foresees the commitment of Samarco, Vale and BHPB to guarantee the fulfillment of the obligations of the reparation programs foreseen in the two public civil actions mentioned, until the conclusion of the Final Term, in the amount of R$ 2.2 billion, of which: (i) R$ 100 million in financial investments; (ii) R$ 1.3 billion in guarantee insurance; and (iii) R$ 800 million in assets of Samarco. If, after April 20, 2018, the negotiations are not finalized, the MPF may request the reinstatement of the order of deposit of R$ 1.2 billion, determined in the public civil action of R$ 20.2 billion, currently suspended, as well as execution of guarantees of up to R$ 7.7 billion in this action of R$ 155 billion. On March 16, 2017, the 12th Federal Court of the Judicial Branch of Belo Horizonte partially ratified the First PCD, and this decision includes: (i) approval of the hiring of specialized companies for the socio-environmental diagnosis and evaluation of socio-environmental and socioeconomic
programs provided for in the Agreement and establishment of a term for contracting a socio-economic diagnostic company; (ii) the meeting and suspension of certain related processes, in order to avoid contradictory or conflicting decisions, bringing a procedural unit to enable the negotiation of a final agreement; and (iii) temporary acceptance of the guarantees offered by Samarco and its shareholders, pursuant to the PCD, mentioned above. In addition, on January 19, 2017, a second PCD was signed, which establishes a schedule for the provision of funds for programs to repair the socio-economical and socio-environmental damages caused by the rupture of the Fundão dam in the municipalities of Barra Longa, Rio Doce, Santa Cruz do Escalvado and Ponte Nova in the amount of R$ 200 million. This term was also legally ratified. The parties followed in the negotiations for the hiring of experts from the socioeconomic area, and on November 16, 2017, they signed an Amendment Term to the First Term - APCD, through which they defined the issues related to socioeconomic diagnosis, their institutional design and the experts who, within 90 days of signing the APCD, should submit commercial and technical proposals for the implementation of the services. In parallel, the parties, together with the plaintiffs of the public civil action of R$ 20.2 billion, the State Public Prosecutor's Office and the Public Defender's Office, conduct the negotiation of the desired Final Term. (iii) Class actions in the United States of America Filed by holders of American Depositary Receipts Vale S.A. and some of its executives were appointed as defendants in potential class action lawsuits filed with the Federal Court in New York, filed by investors holding American Depositary Receipts issued by Vale S.A., based on US federal securities laws. The lawsuits claim that Vale S.A. made false and misleading statements or failed to make disclosures about the risks and hazards of the Samarco Fundão dam operations and the adequacy of related programs and procedures. The plaintiffs did not specify the amounts of the alleged damages or of the alleged indemnities pleaded in these actions. On March 23, 2017, the judge rendered a decision dismissing a significant portion of the claims against Vale S.A. and the individual defendants, and determining the continuation of the action with respect to more limited requests. Requests that have not been terminated refer to certain statements contained in Vale S.A.'s sustainability reports in 2013 and 2014 on procedures, policies and risk mitigation plans and certain statements made at a conference call in November 2015 regarding responsibility of Vale S.A. for the rupture of the Fundão dam. At the end of April 2017, the "Discovery" phase began, whereby the authors submitted a preliminary request for the disclosure of documents ("Initial Disclosures"). Vale S.A. continues to contest the claims that have not yet been exhausted in relation to this lawsuit. Filed by holders of Samarco debt securities On March 2017, holders of debt securities issued by Samarco filed a class action lawsuit against Samarco, Vale S.A. and BHPB, claiming compensation for alleged U.S. federal securities laws. The plaintiffs allege that false and misleading statements would have been filed or disclosures would have been omitted on the risks and hazards of the operations of the Samarco Fundão dam and the adequacy of related programs and procedures. The plaintiffs also allege that with the collapse of the Fundão dam, Samarco's securities fell sharply in value, causing them losses and claim damages without specifying values. Vale S.A. continues to defend this lawsuit. (iv) Complaint
On October 20, 2016, the MPF filed a complaint with the Federal Court against Vale S.A., BHPB, Samarco, VogBr Recursos Hídricos e Geotecnia Ltda. and 22 individuals for alleged crimes against the environment, urban planning and cultural heritage, floods, landslides, as well as for alleged crimes against the victims of the rupture of the Fundão dam. In a decision published in November 2017, the Federal Court of Ponte Nova resumed the criminal action and indicated the beginning of the evidentiary stage, but neither the dates have been designated nor the place where the hearings will be held. (v) Other lawsuits Furthermore, Samarco and its shareholders were named as defendants in several other lawsuits brought by individuals, companies, governmental entities or public prosecutors seeking pain and suffering damages and/or property damages. Due to the stage of the lawsuits involving Samarco's accident and described above, it is not possible at this time to determine a range of possible outcomes or a reliable estimate of the potential exposure to Vale S.A. Consequently, no contingent liability has been quantified and no provision is being recognized for lawsuits related to the accident. For more information related to the rupture of the dam of Samarco Mineração S.A., see section 10.1 h. 2016 Contingencies related to the Samarco accident Contingencies related to the Samarco accident are presented above. 10.4 Significant changes in accounting practices - Corrections and remarks in auditors opinion. a. significant changes in accounting practices 2017 There was no significant change in 2017. Normative documents issued in 2017 are related to the adoption of new accounting pronouncements or interpretations issued by the IASB, but not yet in force in 2017. (I) Pronouncements, interpretations, or updates issued by the IASB to be adopted after December 31, 2017 The pronouncements and interpretations issued in 2017 for adoption after this fiscal year have no material impact on the Company. (II) Pronouncements, interpretation, guidelines and revision approved by CVM to be adopted after December 31, 2017 CVM Resolution No. 786, dated December 21, 2017 Approves the Technical Interpretation ICPC 21, issued by the Accounting Pronouncements Committee, which deals with foreign currency transactions and advance (corresponding to IFRIC 22). CVM Resolution No. 787, dated December 21, 2017 Approves Technical Pronouncement CPC 06 (R2), issued by the Accounting Pronouncements Committee, which deals with leasing (corresponding to IFRS 16).
CVM Resolution No. 788, dated December 21, 2017 Approves the Technical Pronouncements Revision Document No. 12 regarding Technical Pronouncements and Technical Interpretations issued by the Accounting Pronouncements Committee (CPC). (III) Pronouncements, interpretations and guidelines issued and/or updated by CPC, adopted during year 2017 CPC 06 (R2) Lease operations ICPC 21 Foreign Currency Transaction and Advance 2016 In 2016 there was no significant change in any pronouncement. All pronouncements issued in 2016 aim at the adoption of new accounting guidelines in subsequent periods, with IFRS 16 Leases being the most significant. IFRS 16 replaces IAS 17 Leasing operations and related interpretations and comes into force for annual periods starting on or after January 1, 2019, being adopted when it comes into force, provided that is implemented in Brazil by CPC and approved by the CVM and CFC. 2015 There were no significant changes in the accounting practices in the fiscal year of 2015. b. Significant effects of changes in accounting practices The accounting policies applied in the preparation of the financial statements are consistent with those adopted and disclosed in the financial statements of prior years. The Company has not early adopted any standards and interpretations that have been issued or amended, but which are not yet effective for the year ended December 31, 2017. The following new accounting pronouncements were issued by IASB, but are not yet effective for 2017. The Company has assessed the expected impacts on its financial statements, as detailed below: IFRS 9 Financial Instruments In July 2014, the IASB issued the final version of IFRS 9, which replaces IAS 39 Financial Instruments: Recognition and Measurement. This pronouncement introduces new approaches to the classification and measurement of financial assets and liabilities, a new impairment model and new rules for hedge accounting. This pronouncement is effective for annual periods beginning on or after January 1, 2018. The Company has reviewed its financial assets and liabilities and is expecting the following impact from the adoption of the new pronouncement on January 1, 2018: Classification and measurement IFRS 9 establishes a new approach to determine whether a financial asset should be measured at amortized cost or at fair value, which is based on the features of the cash flows of the instruments and on the business model in which an asset is held. The Company does not currently expect the impact of these changes to be significant. Impairment IFRS 9 requires the adoption of an expected loss model for the recognition of impairment of accounts receivables measured at amortized cost, on either a 12-month or an asset lifetime basis, in lieu of the incurred loss model under IAS 39. Given that Vale's account receivables are short-term in nature and considering its credit rating and risk management policies in place, the Company does not expect these changes will have a significant impact on its financial statements.
Hedge accounting the current changes in IFRS 9 related to cash flow or fair value hedge will have no impact on the Company, considering that Vale has only a net investment hedge abroad, which has not been modified by this new pronouncement. IFRS 15 Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15, which replaces IAS 18 Revenues and related interpretations. IFRS 15 establishes the five-step model for revenue recognition arising from contracts with customers. This new pronouncement is based on the core principle that revenue is recognized when the control of a good or service transfers to the customer and for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services transferred. This pronouncement is effective for annual periods beginning on or after January 1, 2018. The Company will adopt this new standard on the required effective date using the modified retrospective adoption method. Accordingly, the Company will not be required to restate the comparative balances. During 2017, the Company performed a detailed assessment of IFRS 15, based on the contractual arrangements made with its customers across the Companys main revenue streams. The result of this assessment and the impacts identified in relation to the first adoption of IFRS 15 are summarized below. Vale's revenue is predominantly derived from commodities sales, where the point of revenue recognition is dependent on the sales arrangement executed with the customer, which is governed by parameters established by the International Commercial Terms ("Incoterms"). There will be no significant impact on the timing of commodities revenue recognition under the new standard adopted, since usually the transfer of risks and rewards and the transfer of control under the sales contracts are at the same point in time. However, a significant proportion of Vale's sales are made under CFR (Cost and Freight) or CIF (Cost, Insurance and Freight) Incoterms, under which the Company is responsible for providing freight services after the date that Vale transfers control of the goods to the customers. Currently, the revenue from freight services are recognized upon loading, as well as the related costs, and are not considered a separate service under IAS 18. Under IFRS 15, the provision of freight services under CFR and CIF modes will be a distinct service and, therefore, a separate performance obligation to which a proportion of the transaction price should be allocated and recognized in the income statement over time as the freight services are provided. The impact on the timing of revenue recognition of the proportion allocated to the freight service is deemed not significant to the Company's year-end results. Therefore, such revenue will not be presented separately in the Companys financial statements. The accounting treatment for contracts with provisional pricing features that are currently considered as an embedded derivative, in accordance with IAS 39 Financial Instruments, shall remain unchanged in accordance with IFRS 15 and IFRS 9 Financial Instruments. In addition to it, IFRS 15 introduces a new disclosure requirement for the provisional prices impact on the financial statements. When applicable, systems and processes will be tailored to allow the disclosure of this information in the Company's financial statements. IFRS 15 also requires the Company to treat deferred revenue from the gold stream sales transaction as variable and, therefore, it must be adjusted each time there is a change in the estimate of future production. The Company does not expect a significant adjustment arising from the adoption of this new standard. IFRS 16 Lease
In January 2016, the IASB issued IFRS 16, which replaces IAS 17 Lease operations and related interpretations. The IFRS 16 sets forth that the lessee must recognize all leases on the balance sheet, as the distinction between operating and finance leases is removed. This pronouncement provides certain exemptions from recognizing leases on the balance sheet, including contracts where the underlying asset is of low value or the lease term is 12 months or less. Pursuant to this new pronouncement, the Company will be required to recognize right of use lease assets and lease liabilities on the balance sheet. Liabilities are measured based on the present value of future payments under the lease agreement. The right of use lease asset generally reflects the lease liability. This pronouncement shall apply for annual periods beginning on or after January 1, 2019. The Company has commenced the qualitative analysis of its main contracts and will continue to assess the quantitative potential effect of IFRS 16 during 2018, which depends on the decision regarding the transition method and the use of practical expedients and/or exemptions It is therefore not yet possible to estimate the amount of right-of-use assets and lease liabilities that will have to be recognized on adoption of the new pronouncement and how this may affect the Companys income statement.
c. Corrections and emphasis in the auditor's opinion There were no corrections in the opinions drafted by our independent auditors relating to the financial statements for 2015, 2016, and 2017. There are no emphasis-of-matter paragraphs in the financial statements for fiscal years ending on December 31, 2015, 2016 and 2017. 10.5 Critical Accounting Policies The preparation of financial statements requires the use of certain critical accounting estimates and the exercise of judgment by the Company's Management in the process of applying the Group's accounting policies. These estimates are based on experience, best knowledge, information available at the balance sheet date and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Changes in facts and circumstances may lead to revision of estimates. Actual future results may differ from the estimates. Significant estimates and judgments applied by the Company in preparing these financial statements are thus presented: a) Deferred revenue Gold stream Defining the gain on sale of mining rights and the deferred revenue portion of the transaction required the use of critical accounting estimates, as follows: Discount rates used to measure the present value of future inflows and outflows; Allocation of costs between nickel or copper and gold based on relative prices; Expected margin for the independent elements (sale of mining rights and services for gold extraction) based on Company's best estimate. b) Deferred income taxes Deferred tax assets arising from tax losses, negative social contribution basis and temporary differences are registered taking into account the analysis of future results, supported by economic and financial projections, prepared based on internal assumptions and macroeconomic business and tax scenarios that may be subject to changes in the future. The assumptions of future profits are based on the production, sales planning, commodity prices, operational costs, capital costs planning and restructuring. c) Consolidation In some circumstances, judgment is required to determine whether, after considering all relevant factors, the Company has control, joint control or significant influence over an entity. Significant influence includes situations of collective control. The Company holds a majority of the voting capital in five joint arrangements (Aliança Geração de Energia S.A., Aliança Norte Energia Participações S.A., Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização), and the management has concluded that the Company does not have a sufficiently dominant voting interest to have the power to direct the entity's activities. As a result, these entities are accounted for under the equity method due to shareholders' agreements, where relevant decisions are shared with other parties.
d) Mineral Reserves and Useful Life of the Mines The estimates of proven and probable reserves are regularly evaluated and updated. These reserves are determined using generally accepted geological estimates. The calculation of reserves requires the Company to make assumptions about future conditions that are uncertain, including future ore prices, exchange and inflation rates, mining technology, availability of permits and production costs. Changes in some of these assumptions could have a significant impact on proven reserves and probable reserves of the Company. The estimated volume of mineral reserves is used as a basis for calculating the portion of the mining assets that is depleted, and their estimated useful life is a major factor in quantifying the provision of environmental recovery of the mines and the impairment of long-term assets. Any change to the estimate of the volume of reserves of the mines and the useful lives of the related assets may have a significant impact on the depreciation, depletion and amortization charges and the impairment assessment. e) Impairment of assets The Company determines its cash flows based on budgets approved by management, which use the following assumptions: (i) mineral reserves and mineral resources measured by internal experts; (ii) costs and investments based on the best estimate of projects as supported by past performance; (iii) sales prices consistent with projections available in the reports published by the industry, considering the market quotation, when appropriate; (iv) useful life of each cash-generating unit (ratio between production and mineral reserves); and (v) discount rates that reflect the specific risks of each cash-generating unit. These assumptions are subject to risks and uncertainties. Hence, there is a possibility that changes in circumstances will change these projections, which may affect the impairment of the assets. f) Liabilities related to interest in affiliates and joint ventures The provision requires the use of assumptions that may be affected primarily by: (i) changes in the scope of work included in the Agreement as a result of further technical analysis and ongoing negotiations with the Federal Prosecution Office; (ii) resolution of the uncertainty regarding the resumption of Samarco's operations; (iii) discount rate updates; and (iv) resolution of existing legal claims. As a result, the expenses to be incurred in the future may differ from the amounts provisioned and changes in these estimates may result in a material impact on the amount of the provision in the future. At each reporting period, the Company will reassess the main assumptions used by Samarco in the preparation of the projected cash flow, and any changes will be reflected in the respective provision, when applicable. g) Fair value estimate The fair value of financial instruments not traded in an active market is determined by using valuation techniques. The Company uses its judgment to choose the various methods. Assumptions are based on market conditions existing at the balance sheet date. h) Asset retirement obligations Judgment is required to determine the main assumptions used in the measurement of the asset retirement obligations, such as interest rate, cost of closure, useful life of the asset, considering the current stage of depletion, and the projected dates of depletion of each mine. Any change in these assumptions may significantly affect the provisioned amount. Therefore, the Company considers the accounting estimates related to the costs for the closure of the mine as a critical accounting estimate. These estimates are reviewed each year. i) Litigation
By their nature, legal suits will be resolved when one or more future events occur or fail to occur. Typically, the occurrence or not of such events does not depend on the Company, and the uncertainties in the legal environment involves exercising significant estimates and judgments of the part of the Management regarding the potential outcomes of future events. j) Retirement benefit obligations The amounts reported in this account depend on a number of factors that are determined based on actuarial calculations using several assumptions to determine the costs and liabilities. One of the assumptions used is the determination and use of the discount rate. Any changes in these assumptions will affect the accounting records. At the end of each year, the Company, together with external actuaries, reviews which assumptions should be used for the following year. These assumptions are used to determine the fair value of assets and liabilities, costs and expenses and future values of estimated cash outflows, which are recorded in the pension plan obligations. 10.6 Significant items Not Included in the Financial Statements a. Assets and liabilities held by the Company, directly or indirectly, that do not appear on its balance sheet (off-balance sheet items) i. Operational leases, assets and liabilities Vale has operational lease agreements with its joint ventures Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização, and Companhia Nipo-Brasileira de Pelotização, under which Vale leases its pelletizing plants. These operational leases are in effect for 3 and 10 years, and are renewable. The Company also hold operational leasing contracts for the exploration and processing of iron ore with joint ventures and port operations with third parties. Future minimum payment obligations for operational leases are as follows, on December 31, 2017: In R$ billion 2018 2019 2020 2021 2022 and subsequent periods All minimum payments required 0.935 0.633 0.593 0.588 0.732 3.481 ii. offset portfolio of receivables where the entity maintains risks and responsibilities, including respective liabilities There is no offset portfolio of receivables where Vale maintains risks and responsibilities, that are not included in the Company balance sheet. iii. Agreement for future sale and purchase of products or services The commitments with purchase obligations derive mainly from contracts for the acquisition of fuel and energy, and the acquisition of raw materials and services. The future minimum payment commitments referring to the future obligation of purchases are the following, for the date of December 31, 2017:
In R$ billion 2018 2019 2020 2021 2022 and subsequent periods All minimum payments required 7.248 3.378 2.269 1.997 12.442 27.334 iv. Unfinished construction agreements There are no unfinished construction agreements that are not included in the Company balance sheet. v. Agreements for futures from financing Nickel operations Indonesia PT Vale Indonesia Tbk ("PTVI"), which is a subsidiary of the Company and a public company in Indonesia, has an agreement in force with the Indonesian Government to operate its mining licenses, which includes a commitment to divest 20% of PTVI's shares to the Indonesian market by October 2019 (approximately 20% of PTVI's shares are already listed on the Indonesian Stock Exchange). The existing major shareholders, Vale Canada and Sumitomo Metal Mining, Co., Ltd., will comply with the divestment obligation on a pro rata basis. (II) Guarantees granted On December 31, 2017, the total of guarantees granted by Vale (within the limit of its indirect or direct interest) for the companies Norte Energia S.A. and Companhia Siderúrgica do Pecém S.A. totaled R$ 1.250 billion and R$ 4.952 billion, respectively. The net values of property, plant and equipment pledged to secure judicial claims correspond, on December 31, 2017 and 2016, to R$ 50 million and R$ 113 million, respectively.
(b) other items not evident in the financial statements Railway transportation companies The Company entered into concession contracts with the Federal Government, through the Ministry of Transport, for exploration and development of public railway transport of cargo and passengers, under supervision of the National Agency of Ground Transportation (ANTT). The accounting records of concessions are classified as intangible assets. Termination of the concession for the railways Vitória-Minas and Carajás are June 2027. The contractual bases and expiration dates of the railway transport did not change during the period. The concession will be terminated in case of end of the contractual forfeiture, cancellation, bankruptcy or closure of the Concessionary. period, expropriation, Port Terminals Vale owns specialized port terminals, as follows: Terminal de Tubarão Vale S.A. Vitória - ES 2039 Terminal Marítimo de Ponta da Madeira Vale S.A. São Luis - MA 2039 CPBS Companhia Portuária Baía de Sepetiba Terminal de Exportação de Minério Itaguaí/RJ 2021 Except for Terminal de Exportação de Minério granted to CPBS Companhia Portuária Baía de Sepetiba, the Adherence Agreements applicable to other port terminals were adapted to the new port law, Law 12.815/2013, and new agreements were executed in September 2014, for 25 years, renewable for equal periods. There are no other items not shown in Vales financial statements other than those previously reported. 10.7 Comments on items not evidenced in the Financial Statements (a) how these items alter or may alter revenue, expenses, operating income, financial expenses or other items in the issuer financial statements Vales Directors do not expect relevant effects on the operations described in item "10.6" of this Reference Form and not recorded in the financial statements that would change the revenues, expenses, operating result, financial expenses or other items in Vales financial information. (b) nature and purpose of the operation For a description of the nature and purpose of each operation, see item 10.6 in this Reference Form. MCR Mineração Corumbaense Reunida Terminal de Gregório CurvoS.A.Corumbá/MS2039 Terminal da Ilha GuaíbaVale S.A.Mangaratiba RJ2039 Terminal de Praia MoleVale S.A.Vitória - ES2039
(c) nature and amount of obligations and rights in favor of the issuer arising out of the operation For a description of the amount of the obligations assumed and rights generated on behalf of Vale as a result of operations not shown in our financial statements, please refer to item "10.6" of this Reference Form. 10.8 Company Business Plan a. Investments, including: (i) qualitative and quantitative description of ongoing and planned investments; (ii) sources of investment financing; and (iii) relevant ongoing and planned divestments. b. Already-disclosed acquisition of plant, equipment, patents or other assets that should materially affect Vales production capacity c. New products and services, including: (i) description of ongoing research already published; (ii) the total amounts spent by the issuer on research to develop new products or services; (iii) ongoing projects already announced; and (iv) the total amounts spent by the issuer to develop new products or services Note: To convert the amounts of investments made, the average exchange rate in the periods has been used for conversion. In 2017, Vale's investments (execution of projects and maintenance of operations) totaled R$ 12.275 billion. The investment for project execution was R$ 5.158 billion, while for maintenance of existing operations was R$ 7.117 billion. Investments on corporate social responsibility totaled R$ 1.952 billion, comprised of R$ 1.553 billion in environmental protection and conservation and R$ 399 million in social projects. In 2016, Vale's investments (execution of projects and maintenance of operations) totaled R$ 18.062 billion. The investment for project execution was R$ 10.796 billion, while for maintenance of existing operations was R$ 7.266 billion. Investments on corporate social responsibility totaled R$ 2.458 billion, comprised of R$ 1.962 billion in environmental protection and conservation and R$ 496 million in social projects. In 2015, Vale's investments (execution of projects and maintenance of operations) totaled R$ 27.202 billion. The investment for project execution was R$ 18.381 billion, while for maintenance of existing operations was R$ 8.821 billion. Investments on corporate social responsibility totaled R$ 2.673 million, comprised by R$ 1.764 million in environmental protection and R$ 909 million in social projects. Starting in 2013, expenses with Research and Development (R&D) were not included in the investments amount, which, in turn, include project execution and maintenance of existing operations, and are based in disbursements. The main acquisitions are discussed in item 10.3 of this Reference Form. In 2016, Vale started operations in three projects: the mine and plant of S11D, Moatize II and CSP. In 2015, Vale started operations in three projects: Conceição Itabiritos II, Cauê Itabiritos and Nacala Port.
2018 Capital Budget In November 2017, the Board of Directors approved the investments budget for 2018, in the amount of US$ 3.837 billion (equivalent to R$ 12.854 billion), including disbursements of US$ 972 million (equivalent to R$ 3.256 billion) for the execution of projects, and US$ 2.865 billion (equivalent to R$ 9.598 billion) dedicated to the sustaining of existing operations and replacement projects. Vales main iron ore growth initiative, the S11D mine and plant project, in addition to its integrated infrastructure, CLN S11D, accounts for 82% of the US$ 972 million budgeted for the development of projects in 2017. The following table shows the estimated allocation of investments for the sustaining of existing operations: 1 Includes the Clean AER project. The following table shows the main projects under development by Vale and/or by companies in the group: its start-up. onshore port physical progress. railroad achieved progress, totaling progress. Project Estimated start-up Executed capex Estimated capex Status R$ million 2015 2016 2017 2018 Total Project CLN S11 D Increase logistic capacity of Northern System to support S11D mine, including duplicating approximately 570 km of railroad, building 101 km of a new railroad branch, purchase of wagons and locomotives and onshore and offshore expansion at the Ponta da Madeira Maritime terminal. Increase nominal logistic capacity on the Carajás Railroad to approximately 230 Mtpa. 1H14 to 2H19 3,910 3,507 2,108 2,064 22,012 Expansion of the offshore port had Expansion of the achieved 93% of Duplication of the 80% of physical 505 km delivered. 88% of physical INVESTMENTS TO MAINTAIN OPERATIONS IN 2018 ALLOCATION BY BUSINESS SEGMENTS1 US$ million Operations Tailings Dam and Piles Health and Safety Corporate Social Responsibility Administrative and Others Total Ferrous minerals 1,028 213 206 62 119 1,628 Base metals 749 35 188 44 27 1,043 Coal 150 - 14 16 3 182 Others 4 - - - 8 12 Total 1,931 248 408 121 157 2,865
10.9 Other factors with relevant influence on the operating performance that have not been identified or commented on other items in this section. There are no other facts occurred in the last three fiscal years with relevant influence on the operational performance other than those identified and commented in other items in this section.
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Vale S.A. Financial Statements
Contents
KPMG Auditores Independentes
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www.kpmg.com.br
Independent auditors report on the financial statements
To The Stockholders, Board Members and Management of
Vale S.A.
Rio de Janeiro - RJ
Opinion
We have audited the individual and consolidated financial statements of Vale S.A. (the Company), identified as Parent Company and Consolidated, respectively, which comprise the individual and consolidated balance sheet as of December 31, 2017, the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and notes comprising significant accounting policies and other explanatory information. In our opinion, the aforementioned financial statements present fairly, in all material respects, the individual and consolidated financial position of Vale S.A. as of December 31, 2017, and of its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with accounting practices adopted in Brazil and in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board - IASB.
Basis for Opinion
We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the individual and consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the ethical requirements of Ethics Standards Boards for Accountants and Professional Standard issued by Federal Accounting Council, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (KPMG International), uma entidade suíça. |
|
KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. |
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the current period. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Impairment - Individual and consolidated financial statements
As per Notes 17,18 and 19 to the financial statements
Matter
The assessment with respect to the recoverability of property, plant and equipment (PP&E), intangible assets and goodwill, and definition of Cash-Generating Units (CGUs) encompasses significant judgments concerning factors related to the level of future production, commodities price, production cost and economic assumptions such as discount rates, inflation rates and exchange rates of the countries where the Company operates. Due to the materiality of PP&E, intangible assets and goodwill, and to the level of uncertainty for determining the related impairment, which may impact the value of those assets in the individual and consolidated financial statements and the value of the investment recorded under the equity pick-up method in the parent companys financial statements, we considered this subject as a significant matter for the audit.
Our procedures included, among others:
· Design, implementation and operating effectiveness testing of the relevant internal controls on the valuation of the Companys assets, including those aimed at identifying the need for recording or reversing impairment;
· Assessment of the Companys assumptions and estimates to determine the recoverable value of its assets, including the ones related to production, production cost, capital investments, discount rates and exchange rates;
· Assessment of the definition and identification criteria for Cash-Generating Units (CGUs);
· Assessment, with the support of our specialists in economic and financial assumptions, of the cash flow forecast, reasonableness and consistency of the assumptions used in the preparation of the cash flow forecasts and comparison of those assumptions with market information. Based on our knowledge of the Company and Industry, preparation of sensitivity analysis;
· Arithmetic checking of the economic models regarding future cash flows and forecast results, combining them with accounting information and management reports and approved business plans; and
· Appropriateness assessment of the disclosure in relation to the testing of the value in use and the comparison of the latter with the fair value, net of costs to sell, in the applicable cases.
Based on the evidence obtained through the summarized procedures above, we considered acceptable the balances presented for property, plant and equipment, intangible assets and goodwill, as well as the respective disclosures in the accompanying notes, in the context of the individual and consolidated financial statements taken as a whole, for the year ended December 31, 2017.
2. Asset Retirement Obligation (ARO) - Individual and consolidated financial statements
As per Notes 25 and 26 to the financial statements
Matter
As a result of its operations, the Company incurs in obligations to restore and rehabilitate the environment on retiring the areas. The areas and environment rehabilitation is required by the combination of both the legislation in force and the Companys policies. Estimating costs related to those future activities requires considerable judgment in relation to factors such as how long a certain area will be used, the time required to rehabilitate and certain economic assumptions such as the discount rate and foreign currency exchange rates. Due to the relevance of the asset retirement obligations and the level of uncertainty for the determination of its estimate, which may impact the amount of this provision in the individual and consolidated financial statements and the amount of the investment recorded under the equity pick-up method in the financial statements of the parent company, we consider this subject as a significant matter for the audit.
Our procedures included, among others:
· Design, implementation and operating effectiveness testing of the relevant internal controls related to the determination of estimates for the asset retirement obligation provision to restore and rehabilitate areas commercially exploited by the Company;
· Analysis of assumptions used, including the base cost of the areas to be left, inflation rates, discount rates and risk rates;
· Analysis of the provision movement for the year related to the retired, restored/rehabilitated areas, and the relevant environmental obligation, aiming at verifying the primary inputs such as costs, inflation and discount rates, as well as an approved retirement plan; and
· Evaluate, with the support of our corporate finance specialists, the reasonableness and consistency of the assumptions used in preparation of the estimative of the asset retirement obligation provision in the areas commercially exploited by the Company;
· Arithmetic review of the estimative results, comparing them with the accounting information and management reports; and
· Appropriateness assessment of the disclosure in relation to the obligations to rehabilitate the environment on retiring the areas.
Based on the evidence obtained through the procedures described above, we considered acceptable the balance of the asset retirement obligation provision to restore and rehabilitate areas commercially exploited by the Company, in the context of the individual and consolidated financial statements taken as a whole, for the year ended December 31, 2017.
3. Income taxes - Individual and consolidated financial statements
As per Note 8 to the financial statements.
Matter
The Company has operations in various countries, each one with its own taxation regime. The nature of the Companys activities triggers various tax liabilities, including tax on income, and social contributions. The nature of the Companys commodities export operations also create complexities related to international transfer pricing issues. Applying tax legislation is a complex and highly specialized activity, which requires judgment for the assessment of tax exposure estimates and for quantification of contingent liabilities. Due to the level of uncertainty and judgment involved in determining this estimate that may impact the amount recorded in the individual and consolidated financial statements and the amount of the investment recorded under the equity pick-up method in the parent companys financial statements, we consider this subject as a significant matter for the audit.
Our procedures included, among others:
· Design, implementation and operating effectiveness testing of the relevant internal controls related to the determination of estimates for recording the amounts of provisions for taxes and contributions payable and taxes to be offset by the Company;
· With the support of our specialists from the tax department, we assess the criteria used for determining and paying taxes and contributions and the assumptions used by the Company to determine the provisions and amounts disclosed as tax exposure and contingencies;
· We compare the assumptions used by the Company with the tax legislation applicable to each jurisdiction, and in relation to market practices and assessments performed by ourselves, based on our knowledge of and experience in the Companys operations in the use of the aforementioned legislation and on applicable precedents and sentences; and
· Assessment of the appropriateness of the Companys disclosures, particularly disclosures regarding current and deferred taxes and contributions and possible tax exposure.
Based on the evidence obtained through the summarized procedures above, we considered acceptable the balance of deferred taxes and contributions payable on income in the context of the individual and consolidated financial statements taken as a whole, for the year ended December 31, 2017.
4. Provisions for litigation and disclosures of contingent liabilities - Individual and consolidated financial statements
As per Note 27 to the financial statements
Matter
The Company is a party (as defendant) to various litigation of tax, civil and labor nature deriving from the ordinary course of its activities. The measurement, accounting recognition of a provision, and the disclosures of Provisions and Contingent Liabilities, related to the aforementioned litigation, require judgment from the Companys professionals and from its legal advisors with respect to the integrity of the existing cases, the appropriateness of the provisions recorded and their corresponding disclosures. Due to the materiality, complexity and judgment involved in the assessment and measurement of the Provisions and Contingent Liabilities, which may impact the amount recorded in the individual and consolidated financial statements and the amount of the investment recorded under the equity pick-up method in the financial statements of the parent company and, the disclosures of contingent liabilities, we consider this subject as a significant matter for the audit.
Our procedures included, among others:
· Design, implementation and operating effectiveness testing of the internal control related to the determination of estimates for recording the amounts in accordance with the loss prognosis for the lawsuits;
· Assessment of the sufficiency of provisions recognized and the amount of contingent liabilities disclosed, by means of analysis of criteria and assumptions used for measuring amounts recorded as provision and/or amounts disclosed, and took into account the assessments prepared by the Companys internal and external legal advisors, and comparison with the existing precedents;
· Assess the analysis of chances of loss regarding existing documentation and information related to the principal proceedings and complaints involving the Company through external confirmation of balances with their internal and external legal advisors;
· Assessment of the appropriateness of the Companys disclosures in relation to lawsuits provision and contingent liabilities.
Based on the evidence obtained through the procedures summarized above, we considered acceptable the balances of the provision for litigation and disclosures of contingent liabilities in the context of the individual and consolidated financial statements taken as a whole for the year ended December 31, 2017.
5. Financial Instruments - Individual and consolidated financial statements
As per Notes 22, 23, 24 and 33 to the financial statements.
Matter
The Company contracts financial instruments which much be measured and assessed at their fair value - including derivative financial instruments, forward operations, swap operations, futures operations and zero cost-collars - as a strategy to hedge equity. Additionally, beginning on January 1st, 2017, the Company adopted hedge accounting for investments in foreign operations, designating its foreign currency loans as an instrument in a hedge transaction for its net investments in foreign operations, in order to mitigate exchange rate risk in its individual and consolidated financial statements.Estimating the fair value of financial instruments not traded on active markets requires considerable judgment from the Company when determining prices or parameters and assumptions such as the classification of fair value hierarchy, discount rates for calculating present value, taking the existing market conditions into account as of the reporting date. Due to the materiality, complexity and judgment involved in assessing and measuring the financial instruments, whether derivative financial instruments or not, which may impact the amount recorded in the individual and consolidated financial statements and the amount of the investment recorded under the equity pick-up method in the financial statements of the parent company, we consider this subject as a significant matter for the audit.
Our procedures included, among others:
· Design, implementation and operating effectiveness testing of the relevant internal controls related to the process of identifying and valuing financial instruments;
· We tested the models developed by the Company, with the support of our specialists in financial instruments, to determine fair values and reasonableness of data, parameters and information included in the pricing models used, recalculated the amount of operations, and compared the assumptions used to determine fair values with similar operations performed in the marketplace;
· With support of our specialists, we obtained an understanding of the hedge strategies adopted by the Company including those related to hedge accounting for net investments in foreign operations. We evaluated the adequacy of the documentation prepared by the Company that supports the designation as hedge accounting, specifically the formal designations containing the descriptions of all strategies and methodologies used to measure effectiveness. We also recalculated the effectiveness test of prospective and retrospective coverage prepared by the Company. In addition, we compared the amounts measured with those presented in the note disclosures.
· Assessment of the appropriateness of the Companys disclosures, regarding sensitivity analyses, interest rate risk and foreign exchange risk, and the classification of instruments, among others.
Based on the evidence obtained through the procedures described above, we considered acceptable the balances of financial instruments including hedge accounting for net investments in foreign operations, in the context of the individual and consolidated financial statements taken as a whole, for the year ended December 31, 2017.
Other Information - Statement of Added Value
The individual and consolidated statements of value added (DVA) for the year ended December 31, 2017, prepared under the responsibility of the Companys management, and presented as supplementary information for IFRS purposes, was submitted for the auditing procedures jointly with audit of the Companys financial statements. For the purposes of forming our opinion, we evaluate whether these statements are reconciled with the financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria as defined in Technical Pronouncement CPC 09 - Statement of Added Value. In our opinion, this statement of value added have been properly prepared, in all material respects, in accordance with the criteria defined in this Technical Pronouncement and is consistent with the individual and consolidated financial statements taken as a whole.
Other information accompanying the individual and consolidated financial statements and the auditors report
Management is responsible for the other information, which comprises the Management report.
Our opinion on the individual and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this Management Report, we are required to report that fact. We have nothing to report regarding this matter.
Responsibilities of management and those charged with governance for the individual and consolidated financial statements
Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB) , and for such internal control as management determines is necessary to enable the preparation of individual and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Companys and its subsidiaries financial reporting process.
Auditors responsibilities for the audit of the individual and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual and consolidated financial statements.
As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
· Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
· Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the (consolidated) financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter, or, when in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Rio de Janeiro, February 27, 2018
KPMG Auditores Independentes
CRC SP-014428/O-6 F-RJ
(Original report in Portuguese signed by)
Manuel Fernandes Rodrigues de Sousa
Accountant CRC RJ-052428/O-2
|
|
In millions of Brazilian reais, except earnings per share data
|
|
|
|
Year ended December 31 |
| ||||||||
|
|
|
|
Consolidated |
|
Parent company |
| ||||||
|
|
Notes |
|
2017 |
|
2016 |
|
2015 |
|
2017 |
|
2016 |
|
Continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue |
|
3 |
(d) |
108,532 |
|
94,633 |
|
78,057 |
|
64,037 |
|
46,424 |
|
Cost of goods sold and services rendered |
|
5 |
(a) |
(67,257 |
) |
(61,143 |
) |
(62,780 |
) |
(33,327 |
) |
(29,663 |
) |
Gross profit |
|
|
|
41,275 |
|
33,490 |
|
15,277 |
|
30,710 |
|
16,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (expenses) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
|
5 |
(b) |
(1,697 |
) |
(1,755 |
) |
(2,009 |
) |
(959 |
) |
(1,021 |
) |
Research and evaluation expenses |
|
|
|
(1,086 |
) |
(1,098 |
) |
(1,326 |
) |
(679 |
) |
(677 |
) |
Pre operating and operational stoppage |
|
|
|
(1,317 |
) |
(1,570 |
) |
(3,127 |
) |
(941 |
) |
(684 |
) |
Equity results from subsidiaries |
|
|
|
|
|
|
|
|
|
5,277 |
|
6,503 |
|
Other operating expenses, net |
|
5 |
(c) |
(1,338 |
) |
(937 |
) |
(588 |
) |
(893 |
) |
(1,166 |
) |
|
|
|
|
(5,438 |
) |
(5,360 |
) |
(7,050 |
) |
1,805 |
|
2,955 |
|
Impairment and other results on non-current assets |
|
15, 18 and 19 |
|
(1,025 |
) |
(4,168 |
) |
(33,893 |
) |
(549 |
) |
205 |
|
Operating income (loss) |
|
|
|
34,812 |
|
23,962 |
|
(25,666 |
) |
31,966 |
|
19,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income |
|
6 |
|
11,074 |
|
27,657 |
|
25,968 |
|
8,864 |
|
25,656 |
|
Financial expenses |
|
6 |
|
(20,724 |
) |
(21,355 |
) |
(62,021 |
) |
(18,225 |
) |
(19,900 |
) |
Equity results in associates and joint ventures |
|
15 |
|
302 |
|
1,111 |
|
(1,526 |
) |
302 |
|
1,111 |
|
Impairment and other results in associates and joint ventures |
|
15, 19 and 21 |
|
(579 |
) |
(4,353 |
) |
(1,431 |
) |
(579 |
) |
(4,233 |
) |
Income (loss) before income taxes |
|
|
|
24,885 |
|
27,022 |
|
(64,676 |
) |
22,328 |
|
22,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
8 |
|
|
|
|
|
|
|
|
|
|
|
Current tax |
|
|
|
(2,664 |
) |
(3,307 |
) |
(1,148 |
) |
(1,158 |
) |
(2,186 |
) |
Deferred tax |
|
|
|
(1,943 |
) |
(6,260 |
) |
20,487 |
|
(957 |
) |
(2,908 |
) |
|
|
|
|
(4,607 |
) |
(9,567 |
) |
19,339 |
|
(2,115 |
) |
(5,094 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations |
|
|
|
20,278 |
|
17,455 |
|
(45,337 |
) |
20,213 |
|
17,461 |
|
Net income (loss) attributable to noncontrolling interests |
|
|
|
65 |
|
(6 |
) |
(1,815 |
) |
|
|
|
|
Net income (loss) from continuing operations attributable to Vales stockholders |
|
|
|
20,213 |
|
17,461 |
|
(43,522 |
) |
20,213 |
|
17,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
14 |
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
|
|
(2,608 |
) |
(4,159 |
) |
(660 |
) |
(2,586 |
) |
(4,150 |
) |
Net income (loss) attributable to noncontrolling interests |
|
|
|
(22 |
) |
(9 |
) |
31 |
|
|
|
|
|
Loss from discontinued operations attributable to Vales stockholders |
|
|
|
(2,586 |
) |
(4,150 |
) |
(691 |
) |
(2,586 |
) |
(4,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
17,670 |
|
13,296 |
|
(45,997 |
) |
17,627 |
|
13,311 |
|
Net income (loss) attributable to noncontrolling interests |
|
|
|
43 |
|
(15 |
) |
(1,784 |
) |
|
|
|
|
Net income (loss) attributable to Vales stockholders |
|
|
|
17,627 |
|
13,311 |
|
(44,213 |
) |
17,627 |
|
13,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to Vales stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share (restated): |
|
9 |
|
|
|
|
|
|
|
|
|
|
|
Common share (R$) |
|
|
|
3.39 |
|
2.56 |
|
(8.51 |
) |
3.39 |
|
2.56 |
|
The accompanying notes are an integral part of these financial statements.
|
|
Statement of Comprehensive Income
In millions of Brazilian reais
|
|
Year ended December 31 |
| ||||||||
|
|
Consolidated |
|
Parent company |
| ||||||
|
|
2017 |
|
2016 |
|
2015 |
|
2017 |
|
2016 |
|
Net income (loss) |
|
17,670 |
|
13,296 |
|
(45,997 |
) |
17,627 |
|
13,311 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
Items that will not be reclassified subsequently to the income statement |
|
|
|
|
|
|
|
|
|
|
|
Retirement benefit obligations |
|
(164 |
) |
(266 |
) |
257 |
|
(125 |
) |
(107 |
) |
Equity results in associates and joint ventures |
|
|
|
|
|
|
|
(39 |
) |
(156 |
) |
Total items that will not be reclassified subsequently to the income statement, net of tax |
|
(164 |
) |
(266 |
) |
257 |
|
(164 |
) |
(263 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Items that may be reclassified subsequently to the income statement |
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments |
|
3,337 |
|
(14,188 |
) |
35,944 |
|
3,309 |
|
(13,283 |
) |
Cash flow hedge |
|
|
|
20 |
|
2,632 |
|
|
|
|
|
Net investments hedge |
|
(310 |
) |
4 |
|
2 |
|
(310 |
) |
|
|
Equity results in associates and joint ventures |
|
|
|
16 |
|
(17 |
) |
|
|
30 |
|
Transfer of realized results to net income |
|
(34 |
) |
(276 |
) |
(1,157 |
) |
|
|
(266 |
) |
Total of items that may be reclassified subsequently to the income statement, net of tax |
|
2,993 |
|
(14,424 |
) |
37,404 |
|
2,999 |
|
(13,519 |
) |
Total comprehensive income (loss) |
|
20,499 |
|
(1,394 |
) |
(8,336 |
) |
20,462 |
|
(471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to noncontrolling interests |
|
37 |
|
(923 |
) |
(252 |
) |
|
|
|
|
Comprehensive income (loss) attributable to Vales stockholders |
|
20,462 |
|
(471 |
) |
(8,084 |
) |
|
|
|
|
From continuing operations |
|
20,568 |
|
(13 |
) |
(8,439 |
) |
|
|
|
|
From discontinued operations |
|
(106 |
) |
(458 |
) |
355 |
|
|
|
|
|
|
|
20,462 |
|
(471 |
) |
(8,084 |
) |
|
|
|
|
Items above are stated net of tax and the related taxes are disclosed in note 8.
The accompanying notes are an integral part of these financial statements.
|
|
In millions of Brazilian reais
|
|
Year ended December 31 |
| ||||||||
|
|
Consolidated |
|
Parent company |
| ||||||
|
|
2017 |
|
2016 |
|
2015 |
|
2017 |
|
2016 |
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes from continuing operations |
|
24,885 |
|
27,022 |
|
(64,676 |
) |
22,328 |
|
22,555 |
|
Continuing operations adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
Equity results in investees |
|
(302 |
) |
(1,111 |
) |
1,526 |
|
(5,579 |
) |
(7,614 |
) |
Impairment and other results on non-current assets |
|
1,025 |
|
4,168 |
|
33,893 |
|
549 |
|
(205 |
) |
Impairment and other results in associates and joint ventures |
|
587 |
|
4,353 |
|
1,431 |
|
579 |
|
4,233 |
|
Depreciation, amortization and depletion |
|
11,842 |
|
12,107 |
|
12,450 |
|
5,604 |
|
5,209 |
|
Financial results, net |
|
9,650 |
|
(6,302 |
) |
36,053 |
|
9,361 |
|
(5,756 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
3,983 |
|
(9,863 |
) |
5,212 |
|
15,301 |
|
4,503 |
|
Inventories |
|
(1,030 |
) |
616 |
|
(749 |
) |
(612 |
) |
(135 |
) |
Suppliers and contractors |
|
691 |
|
768 |
|
2,143 |
|
670 |
|
243 |
|
Provision - Payroll, related charges and others remunerations |
|
1,236 |
|
435 |
|
(1,713 |
) |
980 |
|
714 |
|
Other taxes assets and liabilities, net |
|
(976 |
) |
(371 |
) |
(687 |
) |
(514 |
) |
(227 |
) |
Deferred revenue - Gold stream |
|
|
|
1,683 |
|
1,670 |
|
|
|
|
|
Other assets and liabilities, net |
|
(1,734 |
) |
2,225 |
|
(896 |
) |
677 |
|
(1,923 |
) |
|
|
49,857 |
|
35,730 |
|
25,657 |
|
49,344 |
|
21,597 |
|
Interest on loans and borrowings paid |
|
(5,373 |
) |
(5,894 |
) |
(4,812 |
) |
(5,911 |
) |
(5,905 |
) |
Derivatives paid, net |
|
(763 |
) |
(5,604 |
) |
(3,771 |
) |
(577 |
) |
(2,215 |
) |
Interest on participative stockholders debentures paid |
|
(428 |
) |
(268 |
) |
(209 |
) |
(428 |
) |
(268 |
) |
Income taxes |
|
(1,763 |
) |
(1,401 |
) |
(1,790 |
) |
(824 |
) |
(69 |
) |
Income taxes - Settlement program |
|
(1,559 |
) |
(1,426 |
) |
(1,284 |
) |
(1,527 |
) |
(1,397 |
) |
Net cash provided by operating activities from continuing operations |
|
39,971 |
|
21,137 |
|
13,791 |
|
40,077 |
|
11,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
Financial investments redeemed (invested) |
|
(256 |
) |
45 |
|
932 |
|
(255 |
) |
15 |
|
Loans and advances - net receipts (payments) (note 21) |
|
(1,421 |
) |
(698 |
) |
(34 |
) |
(8,037 |
) |
3,069 |
|
Guarantees and deposits - net receipts (payments) |
|
(150 |
) |
(141 |
) |
(246 |
) |
(143 |
) |
(127 |
) |
Additions to investments |
|
(292 |
) |
(875 |
) |
(332 |
) |
(1,895 |
) |
(1,918 |
) |
Additions to property, plant and equipment and intangible |
|
(12,236 |
) |
(17,343 |
) |
(26,931 |
) |
(8,413 |
) |
(11,494 |
) |
Proceeds from disposal of assets and investments (note 15) |
|
2,926 |
|
1,785 |
|
5,211 |
|
23 |
|
169 |
|
Dividends and interest on capital received from associates and joint ventures |
|
739 |
|
669 |
|
1,064 |
|
2,645 |
|
1,591 |
|
Proceeds from gold stream transaction |
|
|
|
885 |
|
1,156 |
|
|
|
|
|
Net cash used in investing activities from continuing operations |
|
(10,690 |
) |
(15,673 |
) |
(19,180 |
) |
(16,075 |
) |
(8,695 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
6,223 |
|
25,667 |
|
16,603 |
|
2,014 |
|
10,126 |
|
Repayments |
|
(28,878 |
) |
(26,630 |
) |
(9,949 |
) |
(21,058 |
) |
(11,651 |
) |
Transactions with stockholders: |
|
|
|
|
|
|
|
|
|
|
|
Dividends and interest on capital attributed to stockholders |
|
(4,667 |
) |
(857 |
) |
(5,026 |
) |
(4,667 |
) |
(857 |
) |
Dividends and interest on capital paid to noncontrolling interest |
|
(404 |
) |
(972 |
) |
(46 |
) |
|
|
|
|
Transactions with noncontrolling stockholders (note 15) |
|
(305 |
) |
(69 |
) |
3,875 |
|
|
|
19 |
|
Net cash provided by (used in) financing activities from continuing operations |
|
(28,031 |
) |
(2,861 |
) |
5,457 |
|
(23,711 |
) |
(2,363 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) discontinued operations (note 14) |
|
(817 |
) |
(527 |
) |
785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
433 |
|
2,076 |
|
853 |
|
291 |
|
685 |
|
Cash and cash equivalents in the beginning of the period |
|
13,891 |
|
14,022 |
|
10,555 |
|
1,203 |
|
518 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
38 |
|
(2,207 |
) |
2,614 |
|
|
|
|
|
Effects of disposals of subsidiaries and merger, net on cash and cash equivalents |
|
(44 |
) |
|
|
|
|
382 |
|
|
|
Cash and cash equivalents at end of the period |
|
14,318 |
|
13,891 |
|
14,022 |
|
1,876 |
|
1,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions: |
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment - capitalized loans and borrowing costs |
|
1,179 |
|
2,291 |
|
2,531 |
|
1,176 |
|
1,679 |
|
The accompanying notes are an integral part of these financial statements.
|
|
Statement of Financial Position
In millions of Brazilian reais
|
|
Consolidated |
|
Parent company |
| ||||||
|
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
|
|
Notes |
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
20 |
|
14,318 |
|
13,891 |
|
1,876 |
|
1,203 |
|
Accounts receivable |
|
10 |
|
8,602 |
|
11,937 |
|
9,560 |
|
26,223 |
|
Other financial assets |
|
13 |
|
6,689 |
|
951 |
|
409 |
|
665 |
|
Inventories |
|
11 |
|
12,987 |
|
10,913 |
|
4,601 |
|
3,982 |
|
Prepaid income taxes |
|
|
|
2,584 |
|
518 |
|
2,378 |
|
312 |
|
Recoverable taxes |
|
12 |
|
3,876 |
|
5,296 |
|
2,091 |
|
3,962 |
|
Others |
|
|
|
1,780 |
|
2,047 |
|
1,542 |
|
972 |
|
|
|
|
|
50,836 |
|
45,553 |
|
22,457 |
|
37,319 |
|
Non-current assets held for sale |
|
14 |
|
11,865 |
|
27,994 |
|
7,082 |
|
8,936 |
|
|
|
|
|
62,701 |
|
73,547 |
|
29,539 |
|
46,255 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
Judicial deposits |
|
27 |
(c) |
6,571 |
|
3,135 |
|
6,110 |
|
2,681 |
|
Other financial assets |
|
13 |
|
10,690 |
|
2,041 |
|
1,865 |
|
2,178 |
|
Prepaid income taxes |
|
|
|
1,754 |
|
1,718 |
|
|
|
|
|
Recoverable taxes |
|
12 |
|
2,109 |
|
2,368 |
|
2,062 |
|
2,223 |
|
Deferred income taxes |
|
8 |
(a) |
21,959 |
|
23,931 |
|
14,200 |
|
15,299 |
|
Others |
|
|
|
882 |
|
899 |
|
810 |
|
618 |
|
|
|
|
|
43,965 |
|
34,092 |
|
25,047 |
|
22,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
15 |
|
11,802 |
|
12,046 |
|
117,387 |
|
107,539 |
|
Intangibles |
|
17 |
|
28,094 |
|
22,395 |
|
13,471 |
|
11,314 |
|
Property, plant and equipment |
|
18 |
|
181,535 |
|
180,616 |
|
102,978 |
|
102,056 |
|
|
|
|
|
265,396 |
|
249,149 |
|
258,883 |
|
243,908 |
|
Total assets |
|
|
|
328,097 |
|
322,696 |
|
288,422 |
|
290,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
Suppliers and contractors |
|
|
|
13,367 |
|
11,830 |
|
7,503 |
|
7,116 |
|
Loans and borrowings |
|
20 |
|
5,633 |
|
5,410 |
|
4,378 |
|
4,171 |
|
Other financial liabilities |
|
13 |
|
1,237 |
|
2,499 |
|
4,413 |
|
9,956 |
|
Taxes payable |
|
8 |
(d) |
2,307 |
|
2,144 |
|
1,991 |
|
1,883 |
|
Provision for income taxes |
|
|
|
1,175 |
|
556 |
|
|
|
|
|
Liabilities related to associates and joint ventures |
|
21 |
|
1,080 |
|
951 |
|
1,080 |
|
951 |
|
Provisions |
|
25 |
|
4,610 |
|
3,103 |
|
2,904 |
|
1,792 |
|
Dividends and interest on capital |
|
29 |
(d) |
4,742 |
|
2,660 |
|
4,439 |
|
2,602 |
|
Others |
|
|
|
5,307 |
|
3,903 |
|
2,552 |
|
1,242 |
|
|
|
|
|
39,458 |
|
33,056 |
|
29,260 |
|
29,713 |
|
Liabilities associated with non-current assets held for sale |
|
14 |
|
3,899 |
|
3,554 |
|
|
|
|
|
|
|
|
|
43,357 |
|
36,610 |
|
29,260 |
|
29,713 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
|
20 |
|
68,759 |
|
90,154 |
|
28,966 |
|
47,877 |
|
Other financial liabilities |
|
13 |
|
9,575 |
|
6,804 |
|
54,955 |
|
56,802 |
|
Taxes payable |
|
8 |
(d) |
16,176 |
|
16,170 |
|
15,853 |
|
15,838 |
|
Deferred income taxes |
|
8 |
(a) |
5,687 |
|
5,540 |
|
|
|
|
|
Provisions |
|
25 |
|
23,243 |
|
18,730 |
|
6,900 |
|
4,396 |
|
Liabilities related to associates and joint ventures |
|
21 |
|
2,216 |
|
2,560 |
|
2,216 |
|
2,560 |
|
Deferred revenue - Gold stream |
|
|
|
6,117 |
|
6,811 |
|
|
|
|
|
Others |
|
|
|
4,861 |
|
5,615 |
|
6,514 |
|
5,736 |
|
|
|
|
|
136,634 |
|
152,384 |
|
115,404 |
|
133,209 |
|
Total liabilities |
|
|
|
179,991 |
|
188,994 |
|
144,664 |
|
162,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
29 |
|
|
|
|
|
|
|
|
|
Equity attributable to Vales stockholders |
|
|
|
143,758 |
|
127,241 |
|
143,758 |
|
127,241 |
|
Equity attributable to noncontrolling interests |
|
|
|
4,348 |
|
6,461 |
|
|
|
|
|
Total stockholders equity |
|
|
|
148,106 |
|
133,702 |
|
143,758 |
|
127,241 |
|
Total liabilities and stockholders equity |
|
|
|
328,097 |
|
322,696 |
|
288,422 |
|
290,163 |
|
The accompanying notes are an integral part of these financial statements.
|
|
Statement of Changes in Equity
In millions of Brazilian reais
|
|
|
|
|
|
|
|
Results from |
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Equity |
|
|
|
|
|
|
|
Results on |
|
|
|
operation with |
|
|
|
|
|
Unrealized |
|
Cumulative |
|
|
|
attributable to |
|
attributable to |
|
Total |
|
|
|
|
|
conversion of |
|
|
|
noncontrolling |
|
Profit |
|
Treasury |
|
fair value |
|
translation |
|
Retained |
|
Vales |
|
noncontrolling |
|
stockholders |
|
|
|
Share capital |
|
shares |
|
Capital reserve |
|
interest |
|
reserves |
|
stocks |
|
gain (losses) |
|
adjustments |
|
earnings |
|
stockholders |
|
interests |
|
equity |
|
Balance at December 31, 2014 |
|
77,300 |
|
50 |
|
|
|
(970 |
) |
53,085 |
|
(2,746 |
) |
(4,553 |
) |
24,248 |
|
|
|
146,414 |
|
3,187 |
|
149,601 |
|
Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44,213 |
) |