S11D - Pará, Brazil

Consolidated Interim

Financial Statements

March 31, 2024

Contents

Report of Independent Registered Public Accounting Firm

3

Consolidated Interim Income Statement

4

Consolidated Interim Statement of Comprehensive Income

5

Consolidated Interim Statement of Cash Flows

6

Consolidated Interim Statement of Financial Position

7

Consolidated Interim Statement of Changes in Equity

8

1. Corporate information

9

2. Basis of preparation of condensed consolidated interim financial statements

10

3. Significant events and transaction related to the three-month period ended March 31, 2024

10

4. Information by business segment and geographic area

11

5. Costs and expenses by nature

13

6. Financial results

14

7. Taxes

14

8. Basic and diluted earnings per share

16

9. Cash flows reconciliation

16

10. Accounts receivable

18

11. Inventories

18

12. Suppliers and contractors

18

13. Other financial assets and liabilities

19

14. Investments in associates and joint ventures

20

15. Acquisitions and divestitures

20

16. Intangibles

22

17. Property, plant, and equipment

22

18. Financial and capital risk management

23

19. Financial assets and liabilities

28

20. Participative shareholders' debentures

29

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

29

22. Leases

31

23. Brumadinho dam failure

32

24. Liabilities related to associates and joint ventures

35

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

37

26. Legal proceedings

38

27. Employee benefits

40

28. Equity

41

29. Related parties

42

2

Report of Independent Registered Public Accounting Firm

To the shareholders and Board of Directors of

Vale S.A.

Results of Review of Interim Financial

Statements

We have reviewed the accompanying consolidated interim statement of financial position of Vale S.A. and its subsidiaries (the "Company") as of March 31, 2024, and the related consolidated interim income statement and statements of comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2024 and March 31, 2023, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of the Company as of December 31, 2023, and the related consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the year then ended (not presented herein), and in our report dated February 22, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial position as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

3

Consolidated Interim Income Statement

In millions of United States dollars, except earnings per share

Three-month period ended

March 31,

Notes

2024

2023

Net operating revenue

4(b)

8,459

8,434

Cost of goods sold and services rendered

5(a)

(5,367)

(4,949)

Gross profit

3,092

3,485

Operating expenses

Selling and administrative

5(b)

(140)

(118)

Research and development

(156)

(139)

Pre-operating and operational stoppage

25

(92)

(124)

Other operating expenses, net

5(c)

(256)

(223)

Operating income

2,448

2,881

Financial income

6

109

121

Financial expenses

6

(339)

(320)

Other financial items, net

6

(207)

(331)

Equity results and other results in associates and joint ventures

14 and 24

124

(55)

Income before income taxes

2,135

2,296

Income taxes

7

(448)

(418)

Net income

1,687

1,878

Net income attributable to noncontrolling interests

8

41

Net income attributable to Vale's shareholders

1,679

1,837

Basic and diluted earnings per share attributable to Vale's shareholders

8

Common share (US$)

0.39

0.41

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

4

Consolidated Interim Statement of Comprehensive Income

In millions of United States dollars

Three-month period ended March 31,

Notes

2024

2023

Net income

1,687

1,878

Other comprehensive income:

Items that will not be reclassified to income statement

Translation adjustments of the Parent Company

(1,225)

944

Retirement benefit obligations

40

(7)

(1,185)

937

Items that may be reclassified to income statement

Translation adjustments of foreign operations

178

(157)

Net investment hedge

18(h)

(56)

49

Cash flow hedge

18(h)

-

19

Reclassification of cumulative translation adjustment to income statement

51

-

173

(89)

Comprehensive income

675

2,726

Comprehensive income attributable to noncontrolling interests

6

48

Comprehensive income attributable to Vale's shareholders

669

2,678

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

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

5

Consolidated Interim Statement of Cash Flows

In millions of United States dollars

Three-month period ended March 31,

Notes

2024

2023

Cash flow from operations

9(a)

4,479

4,280

Interest on loans and borrowings paid

9(c)

(186)

(169)

Cash received on settlement of derivatives, net

18(d)

43

38

Payments related to Brumadinho event

23

(135)

(124)

Payments related to de-characterization of dams

25

(119)

(78)

Income taxes paid (including settlement program)

(506)

(337)

Net cash generated by operating activities

3,576

3,610

Cash flow from investing activities:

Capital expenditures

4(c)

(1,395)

(1,130)

Payments related to Samarco dam failure

(86)

(77)

Additions to investments

-

(7)

Payments from disposal of investments, net

9(b)

-

(67)

Dividends received from associates and joint ventures

3

-

Short-term investment

(44)

(55)

Other investing activities, net

3

10

Net cash used in investing activities

(1,519)

(1,326)

Cash flow from financing activities:

Loans and borrowings from third parties

9(c)

870

300

Payments of loans and borrowings from third parties

9(c)

(62)

(39)

Payments of leasing

22

(41)

(47)

Dividends and interest on capital paid to Vale's shareholders

28(d)

(2,328)

(1,795)

Dividends and interest on capital paid to noncontrolling interest

-

(3)

Shares buyback program

28(c)

(275)

(763)

Net cash used in financing activities

(1,836)

(2,347)

Net increase (decrease) in cash and cash equivalents

221

(63)

Cash and cash equivalents in the beginning of the period

3,609

4,736

Effect of exchange rate changes on cash and cash equivalents

(40)

32

Cash and cash equivalents at end of the period

3,790

4,705

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

6

Consolidated Interim Statement of Financial Position

In millions of United States dollars

Notes

March 31, 2024

December31,2023

Assets

Current assets

Cash and cash equivalents

21

3,790

3,609

Short-term investments

21

44

51

Accounts receivable

10

2,233

4,197

Other financial assets

13

420

271

Inventories

11

5,195

4,684

Recoverable taxes

7(e)

840

900

Judicial deposits

26(c)

672

611

Other

364

444

13,558

14,767

Non-current assets held for sale

15(b)

3,970

3,933

17,528

18,700

Non-current assets

Judicial deposits

26(c)

669

798

Other financial assets

13

336

593

Recoverable taxes

7(e)

1,384

1,374

Deferred income taxes

7(b)

9,699

9,565

Other

1,358

1,257

13,446

13,587

Investments in associates and joint ventures

14

1,893

1,872

Intangibles

16

11,258

11,631

Property, plant, and equipment

17

47,552

48,396

74,149

75,486

Total assets

91,677

94,186

Liabilities

Current liabilities

Suppliers and contractors

12

5,546

5,272

Loans and borrowings

21

1,286

824

Leases

22

192

197

Other financial liabilities

13

1,708

1,676

Taxes payable

7(e)

1,698

1,314

Settlement program ("REFIS")

7(c)

492

428

Liabilities related to Brumadinho

23

1,063

1,057

Liabilities related to associates and joint ventures

24

923

837

De-characterization of dams and asset retirement obligations

25

1,045

1,035

Provisions for litigation

26(a)

117

114

Employee benefits

27

602

964

Other

464

376

15,136

14,094

Liabilities associated with non-current assets held for sale

15(b)

540

561

15,676

14,655

Non-current liabilities

Loans and borrowings

21

11,962

11,647

Leases

22

1,234

1,255

Participative shareholders' debentures

20

2,621

2,874

Other financial liabilities

13

3,043

3,373

Settlement program ("REFIS")

7(c)

1,515

1,723

Deferred income taxes

7(b)

848

870

Liabilities related to Brumadinho

23

1,831

2,003

Liabilities related to associates and joint ventures

24

3,267

3,590

De-characterization of dams and asset retirement obligations

25

6,261

6,694

Provisions for litigation

26(a)

885

885

Employee benefits

27

1,288

1,381

Streaming transactions

1,956

1,962

Other

277

293

36,988

38,550

Total liabilities

52,664

53,205

Equity

28

Equity attributable to Vale's shareholders

37,487

39,461

Equity attributable to noncontrolling interests

1,526

1,520

Total equity

39,013

40,981

Total liabilities and equity

91,677

94,186

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

7

Consolidated Interim Statement of Changes in Equity

In millions of United States dollars

Equity

Equity

attributable

Cumulative

attributable

to

Share

Capital

Profit

Treasury

Other

translation

Retained

to Vale's

noncontrolling

Notes

capital

reserve

reserves

shares

reserves adjustments

earnings

shareholders

interests

Total equity

Balance as of December 31, 2023

61,614

1,139

21,877

(3,504)

(1,774)

(39,891)

-

39,461

1,520

40,981

Net income

-

-

-

-

-

-

1,679

1,679

8

1,687

Other comprehensive income

-

-

(606)

-

50

(454)

-

(1,010)

(2)

(1,012)

Dividends and interest on capital of Vale's shareholders

28(d)

-

-

(2,364)

-

-

-

-

(2,364)

-

(2,364)

Shares buyback program

28(c)

-

-

-

(275)

-

-

-

(275)

-

(275)

Share-based payment program

27(a)

-

-

-

2

(6)

-

-

(4)

-

(4)

Balance as of March 31, 2024

61,614

1,139

18,907

(3,777)

(1,730)

(40,345)

1,679

37,487

1,526

39,013

Balance as of December 31, 2022

61,614

1,139

20,744

(4,980)

(1,675)

(40,975)

-

35,867

1,491

37,358

Net income

-

-

-

-

-

-

1,837

1,837

41

1,878

Other comprehensive income

-

-

500

-

5

336

-

841

7

848

Dividends and interest on capital of Vale's shareholders

28(d)

-

-

(437)

-

-

-

-

(437)

-

(437)

Dividends of noncontrolling interest

-

-

-

-

-

-

-

-

(4)

(4)

Shares buyback program

28(c)

-

-

-

(763)

-

-

-

(763)

-

(763)

Treasury shares used and canceled

28(b)

-

-

(4,164)

4,189

-

-

-

25

-

25

Share-based payment program

27(a)

-

-

-

-

(24)

-

-

(24)

-

(24)

Balance as of March 31, 2023

61,614

1,139

16,643

(1,554)

(1,694)

(40,639)

1,837

37,346

1,535

38,881

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

8

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

1. Corporate information

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

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

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

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

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

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

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

  • Iron ore: Currently, Vale operates three systems in Brazil for the production and distribution of iron ore. The Northern System (Carajás, State of Pará, Brazil) is fully integrated and comprises three mining complexes and a maritime terminal. The Southeast System (Quadrilátero Ferrífero, Minas Gerais, Brazil) is fully integrated, consisting of three mining complexes, a railway, a maritime terminal, and a port. The Southern System (Quadrilátero Ferrífero, Minas Gerais, Brazil) consists of two mining complexes and two maritime terminals.
  • Iron ore pellets: Vale operates six pelletizing plants in Brazil and two in Oman.

Energy Transition Metals - Includes the production of nickel, copper and its by-products. In 2023, the Company transferred the assets related to this segment to a new entity, "Vale Base Metals Limited".

  • Nickel: The Company's primary nickel operations are conducted by Vale Canada Limited ("Vale Canada"), which owns mines and processing plants in Canada and Indonesia and nickel refining facilities in the United Kingdom and Japan. In February 2024, the Company signed a definitive agreement related to the divestment obligation in PT Vale Indonesia Tbk ("PTVI"), which will result in the loss of control over this operation (note 15b). Vale also has nickel operations in Onça Puma, located in the State of Pará.
  • Copper: In Brazil, Vale produces copper concentrates at Sossego and Salobo in Carajás, State of Pará. In Canada, Vale produces copper concentrates and copper cathodes associated with its nickel mining operations in Sudbury (located in Ontario), Voisey's Bay (located in Newfoundland and Labrador), and Thompson (located in Manitoba).
  • Cobalt, PGM, and other precious metals: The ore extracted by Vale Canada in Sudbury yields cobalt, PGMs (Platinum Group Metals), silver, and gold as by-products, which are processed at refining facilities in Port Colborne, Ontario. In Canada, Vale Canada also produces refined cobalt at its Long Harbour facilities in Newfoundland and Labrador. The copper operations in Sossego and Salobo in Brazil also yield silver and gold as by-products.

9

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

2. Basis of preparation of condensed consolidated interim financial statements

The condensed consolidated interim financial statements of the Company ("interim financial statements") have been prepared and are being presented in accordance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). All relevant information for the interim financial statements, and only this information, are presented and consistent to those used by the Company's Management.

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

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

a) Functional currency and presentation currency

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

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

Average rate

Closing rate

Three-month period ended March 31,

March 31, 2024

December 31, 2023

2024

2023

US Dollar ("US$")

4,9962

4.8413

4,9515

5.1963

Canadian dollar ("CAD")

3,6924

3.6522

3,6723

3.8422

Euro ("EUR")

5,3979

5.3516

5,3768

5.5763

3. Significant events and transaction related to the three-month period ended March 31, 2024

  • Acquisition of Aliança Geração de Energia S.A. ("Aliança Geração") - In March 2024, the Company entered into an agreement with Cemig Geração e Transmissão S.A. ("Cemig GT") for the acquisition of the entire interest held in Aliança Geração, for US$500 (R$2,700 million). Upon completion of the transaction, which is subject to usual conditions precedent, Vale will hold 100% of Aliança Geração's share capital and will consolidate the entity. Further details are presented in note 15(a) of these interim financial statements.
  • Shareholders remuneration - In March 2024, the Company paid dividends and interest on capital to its shareholders in the amount of US$2,328. Further details are presented in note 28(d) of these interim financial statements.
  • Divestment of PT Vale Indonesia Tbk ("PTVI") - In February 2024, the Company and Sumitomo Metal Mining Co., Ltd. ("SMM") signed a definitive agreement with PT Mineral Industri Indonesia ("MIND ID") to sell a portion of the investment held in PTVI. Upon completion of the transaction, Vale will receive US$160 for its stake in PTVI. The closing of the transaction is subject to usual conditions precedent and expected to occur in 2024. Further details are presented in note 15(b) of these interim financial statements.
  • Acquisition of equity interest in Anglo American Minério de Ferro Brasil S.A. ("Anglo American Brasil") - In February 2024, the Company entered into an agreement for the acquisition of 15% interest in Anglo American Brasil of which Vale will contribute with Serra da Serpentina iron ore resources and a cash contribution of US$157.5. The closing of the transaction is subject to the usual conditions precedent. Further details are presented in note 15(c) of these interim financial statements.

10

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Vale SA published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 23:09:08 UTC.