Table of Contents

 

 

 

United States
Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 6-K/A

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934

 

For the month of

 

February, 2013

 

Vale S.A.

 

Avenida Graça Aranha, No. 26
20030-900 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-      .

 

 

 



Table of Contents

 

REASON FOR AMENDMENT

 

The reason for this amendment is to amend certain annual financial information for the year ended Dec 31, 2012 furnished to the SEC in a report on Form 6-K on February 27, 2013. Specifically, we made minor adjustments to Note 32 – Board of Directors, Fiscal Council, Advisory committee and Executives Officers.

 



Table of Contents

 

GRAPHIC

 

Financial Statements

 

December 31, 2012

 

IFRS

 

 

 

Filed with the CVM, SEC and HKEx on

February 27, 2013

 

1



Table of Contents

 

GRAPHIC

 

Vale S.A.

Index to the Financial Statements

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

Consolidated Balance Sheets as at December 31, 2012 and, 2011

4

 

 

Consolidated Statements Income the years ended December 31, 2012, 2011 and, 2010

6

 

 

Consolidated Statements of Other Comprehensive Income for the years ended December 31, 2012, 2011 and, 2010

7

 

 

Consolidated Statements of Cash Flow for the years ended December 31, 2012, 2011 and 2010

9

 

 

Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2012, 2011 and, 2010

8

 

 

Notes to the Consolidated Financial Statements

10

 

2



Table of Contents

 

GRAPHIC

 

 

pwc

 

Independent auditor’s report

 

To the Board of Directors and Shareholders
Vale S.A.

 

We have audited the accompanying consolidated financial statements of Vale S.A. and its subsidiaries (the “Company”), which comprise the consolidated balance sheet as at December 31, 2012 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

 

Management’s responsibility for

the consolidated financial statements

 

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

 

Auditor’s responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

 

In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vale S.A. and its subsidiaries as at December 31, 2012, and their financial performance and their cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

 

Rio de Janeiro, February 27, 2012

 

PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 “F” RJ

João César de Oliveira Lima Júnior
Contador CRC 1RJ077431/O-8

 

3



Table of Contents

 

GRAPHIC

 

Consolidated Balance Sheets

Expressed in millions of United States dollars

 

 

 

Note

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

7

 

5,832

 

3,531

 

7,584

 

Short-term investments

 

8

 

246

 

 

1,793

 

Unrealized gains on derivative instruments

 

25

 

281

 

595

 

52

 

Accounts receivable

 

9

 

6,795

 

8,505

 

8,211

 

Related parties

 

30

 

384

 

82

 

96

 

Inventory

 

10

 

5,052

 

5,251

 

4,298

 

Recoverable taxes

 

12

 

2,260

 

2,230

 

1,603

 

Advances to suppliers

 

 

 

256

 

393

 

188

 

Other

 

 

 

963

 

946

 

606

 

 

 

 

 

22,069

 

21,533

 

24,431

 

 

 

 

 

 

 

 

 

 

 

Non-current assets held for sale

 

11

 

457

 

 

7,128

 

 

 

 

 

22,526

 

21,533

 

31,559

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

30

 

408

 

509

 

29

 

Loans and financing agreements receivable

 

 

 

246

 

210

 

164

 

Judicial deposits

 

18

 

1,515

 

1,464

 

1,731

 

Deferred income tax and social contribution

 

21

 

3,981

 

1,894

 

1,358

 

Recoverable taxes

 

12

 

658

 

587

 

361

 

Unrealized gains on derivative instruments

 

25

 

45

 

60

 

301

 

Deposit on incentive/ reinvestment

 

 

 

160

 

229

 

143

 

Other

 

 

 

604

 

538

 

472

 

 

 

 

 

7,617

 

5,491

 

4,559

 

 

 

 

 

 

 

 

 

 

 

Investments

 

13

 

6,384

 

8,013

 

4,394

 

Intangible assets

 

14

 

9,211

 

9,521

 

10,100

 

Property, plant and equipment, net

 

15

 

84,882

 

82,342

 

76,015

 

 

 

 

 

108,094

 

105,367

 

95,068

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

130,620

 

126,900

 

126,627

 

 

4



Table of Contents

 

GRAPHIC

 

Consolidated Balance sheets

Expressed in millions of United States dollars, except number of shares

 

(continued)

 

 

 

Note

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

Liabilities

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Suppliers and contractors

 

 

 

4,529

 

4,814

 

3,558

 

Payroll and related charges

 

 

 

1,481

 

1,307

 

1,134

 

Unrealized losses on derivative instruments

 

25

 

347

 

73

 

35

 

Current portion of long-term debt

 

17

 

3,471

 

1,495

 

2,825

 

Short-term debt

 

17

 

 

22

 

139

 

Loans from related parties

 

30

 

207

 

24

 

21

 

Taxes payable and royalties

 

 

 

324

 

524

 

264

 

Provision for income taxes

 

 

 

641

 

507

 

751

 

Employee postretirement benefit obligations

 

21

 

205

 

169

 

188

 

Provision for asset retirement obligations

 

19

 

70

 

73

 

75

 

Dividends and interest on capital

 

 

 

 

1,181

 

4,842

 

Other

 

 

 

1,127

 

904

 

950

 

 

 

 

 

12,402

 

11,093

 

14,782

 

 

 

 

 

 

 

 

 

 

 

Liabilities directly associated with assets held for sale

 

 

 

160

 

 

3,205

 

 

 

 

 

12,562

 

11,093

 

17,987

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

Unrealized losses on derivative instruments

 

25

 

783

 

663

 

61

 

Long-term debt

 

17

 

26,799

 

21,538

 

21,593

 

Loans from related parties

 

30

 

72

 

91

 

2

 

Employee postretirement benefit obligations

 

21

 

1,660

 

1,550

 

2,003

 

Provisions for contingencies

 

18

 

2,065

 

1,686

 

2,043

 

Deferred income tax and social contribution

 

20

 

3,795

 

5,681

 

7,699

 

Asset retirement obligations

 

19

 

2,678

 

1,849

 

1,443

 

Stockholders’ debentures

 

29

 

1,653

 

1,336

 

1,284

 

Redeemable noncontrolling interest

 

 

 

487

 

505

 

712

 

Other

 

 

 

1,907

 

2,398

 

1,965

 

 

 

 

 

41,899

 

37,297

 

38,805

 

Total liabilities

 

 

 

54,461

 

48,390

 

56,792

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

24

 

 

 

 

 

 

 

Preferred class A stock - 7,200,000,000 no-par-value shares authorized and 2,108,579,618 (2011 - 2,108,579,618) issued

 

 

 

22,907

 

22,907

 

17,426

 

Common stock - 3,600,000,000 no-par-value shares authorized and 3,256,724,482 (2011 - 3,256,724,482) issued

 

 

 

37,671

 

37,671

 

27,840

 

Mandatorily convertible notes - common shares

 

 

 

 

191

 

236

 

Mandatorily convertible notes - preferred shares

 

 

 

 

422

 

528

 

Treasury stock - 140,857,692 (2011 - 181,099,814) preferred and 71,071,482 (2011 - 86,911,207) common shares

 

 

 

(4,477

)

(5,662

)

(2,660

)

Results from operations with noncontrolling stockholders

 

 

 

(400

)

7

 

411

 

Results from the translation/ issue of shares

 

 

 

(152

)

 

1,002

 

Unrealized fair value gains/(losses)

 

 

 

(552

)

118

 

(15

)

Cumulative translation adjustments

 

 

 

(18,816

)

(20,665

)

(20,963

)

Retained earnings

 

 

 

38,390

 

41,806

 

43,504

 

Total Company stockholders’ equity

 

 

 

74,571

 

76,795

 

67,309

 

Noncontrolling interests

 

 

 

1,588

 

1,715

 

2,526

 

Total stockholders’ equity

 

 

 

76,159

 

78,510

 

69,835

 

Total liabilities and stockholders’ equity

 

 

 

130,620

 

126,900

 

126,627

 

 

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

 

5



Table of Contents

 

GRAPHIC

 

Consolidated Statements of Income

Expressed in millions of United States dollars, except as otherwise stated

 

 

 

 

 

Year ended December 31,

 

 

 

Note

 

2012

 

2011

 

2010

 

Net operating revenue

 

26

 

47,694

 

60,946

 

47,029

 

Cost of goods sold and services rendered

 

27

 

(26,483

)

(25,371

)

(20,420

)

Gross profit

 

 

 

21,211

 

35,575

 

26,609

 

 

 

 

 

 

 

 

 

 

 

Operating (expenses)/ income

 

 

 

 

 

 

 

 

 

Selling and administrative expenses

 

27

 

(2,240

)

(2,324

)

(1,696

)

Research and development expenses

 

27

 

(1,478

)

(1,674

)

(878

)

Other operating expenses, net

 

27

 

(3,639

)

(2,810

)

(2,205

)

Gains /(losses) on non-current assets held for sale

 

 

 

(506

)

 

 

Impairment of assets

 

16

 

(4,023

)

1,494

 

 

 

 

 

 

(11,886

)

(5,314

)

(4,779

)

Operating income

 

 

 

9,325

 

30,261

 

21,830

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

28

 

1,602

 

1,907

 

1,775

 

Financial expenses

 

28

 

(5,709

)

(5,480

)

(3,338

)

Equity results from associates

 

13

 

645

 

1,138

 

997

 

Impairment of investments

 

16

 

(1,941

)

 

 

Income before income tax and social contribution

 

 

 

3,922

 

27,826

 

21,264

 

 

 

 

 

 

 

 

 

 

 

Income tax and social contribution

 

20

 

 

 

 

 

 

 

Current income tax

 

 

 

(2,529

)

(5,547

)

(4,996

)

Deferred income tax

 

 

 

860

 

276

 

1,304

 

Deferred Income Tax of impairment

 

 

 

1,627

 

 

 

Reversal of Deferred Income Tax liabilities (Note 6.b.)

 

 

 

1,236

 

 

 

 

 

 

 

1,194

 

(5,271

)

(3,692

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

 

5,116

 

22,555

 

17,572

 

 

 

 

 

 

 

 

 

 

 

Results of discontinued operations

 

 

 

 

 

(125

)

Net income for the year

 

26

 

5,116

 

22,555

 

17,447

 

 

 

 

 

 

 

 

 

 

 

Gain/(loss) attributable to noncontrolling interests

 

 

 

(257

)

(233

)

190

 

Net income attributable to the Company’s stockholders

 

 

 

5,373

 

22,788

 

17,257

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to the Company’s stockholders:

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per preferred share and per common share

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

 

0.99

 

4.34

 

3.25

 

Discontinued operations

 

 

 

0.99

 

 

(0.02

)

 

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

 

6



Table of Contents

 

GRAPHIC

 

Consolidated Statement of Others Comprehensive Income

 

Expressed in millions of United States dollars

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Net income

 

5,116

 

22,555

 

17,447

 

Other comprehensive income

 

 

 

 

 

 

 

Cumulative translation adjustments

 

(2,201

)

(4,641

)

2,065

 

 

 

 

 

 

 

 

 

Unrealized gains /(losses) on available-for-sale investmenties

 

 

 

 

 

 

 

Gross balance as of the year end

 

 

3

 

23

 

Tax benefits /(expenses)

 

(1

)

 

(10

)

 

 

(1

)

3

 

13

 

Cash flow hedge

 

 

 

 

 

 

 

Gross balance as of the year end

 

(113

)

118

 

36

 

Tax benefits (expenses)

 

(8

)

11

 

(11

)

 

 

(121

)

129

 

25

 

Total other comprehensive income for the year

 

2,793

 

18,046

 

19,550

 

 

 

 

 

 

 

 

 

Other comprehensive income (deficit) attributable to Noncontrolling interests

 

(223

)

(319

)

255

 

Other comprehensive income (deficit) attributable to the Company’s stockholders

 

3,016

 

18,365

 

19,295

 

 

 

2,793

 

18,046

 

19,550

 

 

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

 

7


 


Table of Contents

 

GRAPHIC

 

Statement of Changes in Equity

 

Expressed in millions of United States dollars

 

 

 

Capital

 

Results from the
translation of
shares

 

Mandatorily
convertible
notes

 

Revenue
reserves

 

Treasury stock

 

Unrealized fair
value gain
(losses)

 

Gains/(losses)
from operations
with
noncontrolling
stockholders

 

Cumulative
translation
adjustments

 

Retained
earnings

 

Total Company
stockholders’
equity

 

noncontrolling
stockholders’
interests

 

Total stockholders’
equity

 

Balance as at January 1, 2010

 

43,869

 

(98

)

2,398

 

28,298

 

(1,150

)

(12

)

 

(21,758

)

3,448

 

54,995

 

2,605

 

57,600

 

Net income for the year

 

 

 

 

 

 

 

 

 

17,257

 

17,257

 

190

 

17,447

 

Capitalization of reserves

 

1,397

 

 

 

(1,397

)

 

 

 

 

 

 

 

 

Capitalization of noncontrolling stockholder advances

 

 

 

 

 

 

 

 

 

 

 

27

 

27

 

Gains on conversions of shares

 

 

1,100

 

(1,591

)

 

491

 

 

 

 

 

 

 

 

Repurchases of stock

 

 

 

 

 

(2,001

)

 

 

 

 

(2,001

)

 

(2,001

)

Additional remuneration for mandatorily convertible notes

 

 

 

(43

)

 

 

 

 

 

 

(43

)

 

(43

)

Cash flow hedges, net of taxes

 

 

 

 

 

 

(15

)

 

 

 

(15

)

40

 

25

 

Unrealized fair value results

 

 

 

 

 

 

13

 

 

 

 

13

 

 

13

 

Translation adjustments for the year

 

 

 

 

1,130

 

 

(1

)

 

795

 

116

 

2,040

 

25

 

2,065

 

Dividends to noncontrolling stockholders

 

 

 

 

 

 

 

 

 

 

 

(104

)

(104

)

Acquisitions and disposals of noncontrolling stockholders

 

 

 

 

 

 

 

411

 

 

 

411

 

1,629

 

2,040

 

Transfers to assets held for sale of noncontrolling stockholders

 

 

 

 

 

 

 

 

 

 

 

(1,886

)

(1,886

)

Additional Remuneration

 

 

 

 

(308

)

 

 

 

 

 

(308

)

 

(308

)

Interim interest on capital and dividends

 

 

 

 

 

 

 

 

 

(863

)

(863

)

 

(863

)

Destination of earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental distributions proposed to stockholders

 

 

 

 

 

 

 

 

 

(4,177

)

(4,177

)

 

(4,177

)

Appropriation to undistributed retained earnings

 

 

 

 

15,781

 

 

 

 

 

(15,781

)

 

 

 

Balance as at December 31, 2010

 

45,266

 

1,002

 

764

 

43,504

 

(2,660

)

(15

)

411

 

(20,963

)

 

67,309

 

2,526

 

69,835

 

Net income for the year

 

 

 

 

 

 

 

 

 

22,788

 

22,788

 

(233

)

22,555

 

Capitalization of reserves

 

15,312

 

(1,002

)

 

(14,310

)

 

 

 

 

 

 

 

 

Capitalization of noncontrolling stockholder advances

 

 

 

 

 

 

 

 

 

 

 

31

 

31

 

Repurchases of stock

 

 

 

 

 

(3,002

)

 

 

 

 

(3,002

)

 

(3,002

)

Supplemental distributions for mandatorily convertible notes

 

 

 

(151

)

 

 

 

 

 

 

(151

)

 

(151

)

Cash flow hedge, net of taxes

 

 

 

 

 

 

128

 

 

 

 

128

 

1

 

129

 

Unrealized fair value results

 

 

 

 

 

 

3

 

 

 

 

3

 

 

3

 

Translation adjustments for the year

 

 

 

 

(2,777

)

 

2

 

 

298

 

(2,077

)

(4,554

)

(87

)

(4,641

)

Dividends to noncontrolling stockholders

 

 

 

 

 

 

 

 

 

 

 

(105

)

(105

)

Redeemable noncontrolling stockholder interests

 

 

 

 

 

 

 

 

 

 

 

207

 

207

 

Acquisitions and disposals of noncontrolling stockholders

 

 

 

 

 

 

 

(404

)

 

 

(404

)

(625

)

(1,029

)

Interim interest on capital and dividends

 

 

 

 

 

 

 

 

 

(4,141

)

(4,141

)

 

(4,141

)

Destination of earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental distributions proposed to stockholders

 

 

 

 

 

 

 

 

 

(1,181

)

(1,181

)

 

(1,181

)

Appropriation to undistributed retained earnings

 

 

 

 

15,389

 

 

 

 

 

(15,389

)

 

 

 

Balance as of December 31, 2011

 

60,578

 

 

613

 

41,806

 

(5,662

)

118

 

7

 

(20,665

)

 

76,795

 

1,715

 

78,510

 

Net income for the year

 

 

 

 

 

 

 

 

 

5,373

 

5,373

 

(257

)

5,116

 

Capitalization of noncontrolling stockholder advances

 

 

 

 

 

 

 

 

 

 

 

43

 

43

 

Gains on conversion of shares

 

 

(152

)

(545

)

 

1,185

 

(488

)

 

 

 

 

 

 

Additional remuneration for mandatorily convertible notes

 

 

 

(68

)

 

 

 

 

 

 

(68

)

 

(68

)

Cash flow hedges, net of taxes

 

 

 

 

 

 

(121

)

 

 

 

(121

)

 

(121

)

Unrealized fair value results

 

 

 

 

 

 

(1

)

 

 

 

(1

)

 

(1

)

Translation adjustments for the year

 

 

 

 

(4,024

)

 

(60

)

 

1,849

 

 

(2,235

)

34

 

(2,201

)

Dividends to noncontrolling stockholders

 

 

 

 

 

 

 

 

 

 

 

(74

)

(74

)

Redeemable noncontrolling stockholders’ interest

 

 

 

 

 

 

 

 

 

 

 

181

 

181

 

Acquisitions and disposals of noncontrolling stockholders

 

 

 

 

 

 

 

(407

)

 

 

(407

)

(54

)

(461

)

Realization of reserve

 

 

 

 

(362

)

 

 

 

 

362

 

 

 

 

Destination of earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appropriation to undistributed retained earnings

 

 

 

 

531

 

 

 

 

 

(5,735

)

(5,204

)

 

(5,204

)

Remuneration intermediate

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2012

 

60,578

 

(152

)

 

37,951

 

(4,477

)

(552

)

(400

)

(18,816

)

 

74,132

 

1,588

 

75,720

 

 

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

 

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Consolidated Statement of Cash Flows

 

Expressed in millions of United States dollars

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Cash flow from operating activities:

 

 

 

 

 

 

 

Net income

 

5,116

 

22,555

 

17,447

 

Adjustments to reconcile net income with cash from operations

 

 

 

 

 

 

 

Results of equity investments

 

(645

)

(1,138

)

(997

)

Realized gains on assets held for sale

 

505

 

(1,494

)

 

Results from discontinued operations

 

 

 

125

 

Depreciation, amortization and depletion

 

4,288

 

3,944

 

3,092

 

Deferred income tax and social contribution

 

(860

)

(276

)

(1,304

)

Reversal of deferred income tax (note 5a)

 

(1,236

)

 

 

Deferred Income Tax of impairment

 

(1,627

)

 

 

Foreign exchange and indexation (gain) losses, net

 

1,309

 

3,139

 

(605

)

Loss on disposal of property, plant and equipment

 

216

 

223

 

623

 

Unrealized derivative (gains) losses, net

 

613

 

490

 

594

 

Impairment

 

5,964

 

 

 

Stockholders debentures

 

109

 

 

 

Other

 

(333

)

1

 

240

 

Decrease (increase) in assets:

 

 

 

 

 

 

 

Accounts receivable from customers

 

1,900

 

(821

)

(3,800

)

Inventories

 

(296

)

(1,343

)

(425

)

Recoverable taxes

 

177

 

(563

)

42

 

Other

 

530

 

(295

)

345

 

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

Suppliers and contractors

 

(168

)

1,076

 

928

 

Payroll and related charges

 

185

 

285

 

214

 

Taxes and contributions

 

(143

)

(2,478

)

1,311

 

Other

 

531

 

153

 

192

 

Net cash provided by operating activities

 

16,135

 

23,458

 

18,022

 

Cash flow from investing activities:

 

 

 

 

 

 

 

Short-term investments

 

(246

)

1,793

 

1,954

 

Loans and advances

 

292

 

(178

)

(58

)

Guarantees and deposits

 

(116

)

(186

)

(94

)

Additions to investments

 

(474

)

(504

)

(87

)

Additions to property, plant and equipment

 

(15,777

)

(16,075

)

(12,647

)

Dividends/interest on capital received from Joint controlled entities and associates

 

460

 

1,038

 

1,161

 

Proceeds from disposal of investments held for sale

 

974

 

1,081

 

 

Acquisitions/sales of subsidiaries

 

 

 

(6,252

)

Net cash used in investing activities

 

(14,887

)

(13,031

)

(16,023

)

Cash flow from financing activities:

 

 

 

 

 

 

 

Short-term debt

 

 

 

 

 

 

 

Additions

 

593

 

859

 

2,233

 

Repayments

 

(526

)

(955

)

(2,132

)

Loans

 

 

 

 

 

 

 

Additions

 

 

19

 

24

 

Repayments

 

 

(1

)

(25

)

Long-term debt

 

 

 

 

 

 

 

Additions

 

8,740

 

1,564

 

4,436

 

Repayments

 

(1,186

)

(2,621

)

(2,629

)

Dividends and interest on capital paid to stockholders

 

(6,000

)

(9,000

)

(3,000

)

Dividends and interest on capital attributed to noncontrolling interest

 

(45

)

(100

)

(140

)

Transactions with noncontrolling stockholders

 

(411

)

(1,134

)

660

 

Treasury stock

 

 

(3,002

)

(1,510

)

Net cash used in financing activities

 

1,165

 

(14,371

)

(2,083

)

Increase (decrease) in cash and cash equivalents

 

2,413

 

(3,944

)

(84

)

Cash and cash equivalents of cash, beginning of the year

 

3,531

 

7,584

 

7,293

 

Effect of exchange rate changes on cash and cash equivalents

 

(112

)

(109

)

375

 

Cash and cash equivalents, end of the year

 

5,832

 

3,531

 

7,584

 

Cash paid during the year for:

 

 

 

 

 

 

 

Short-term interest

 

(8

)

(3

)

(5

)

Long-term interest

 

(1,308

)

(1,143

)

(1,097

)

Income tax and social contribution

 

(1,238

)

(7,293

)

(1,972

)

Non-cash transactions:

 

 

 

 

 

 

 

Additions to property, plant and equipment - interest capitalization

 

335

 

234

 

164

 

 

Conversion of mandatorily convertible notes using 56,081,560 treasury stock (note 24c)

 

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

 

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Notes to Financial Statements

Expressed in millions of United States Dollars, unless otherwise stated

 

1-                                     Operational Context

 

Vale S.A. (“Vale” or “Parent Company”) is a Public Limited Liability Company with its headquarters in the city of Rio de Janeiro, Graça Aranha Avenue, 26, Downtown, State of Rio de Janeiro, Brazil and has its securities traded on the stock exchanges in Sao Paulo (“BM&F and BOVESPA”), New York (“NYSE”), Paris (“NYSE Euronext”) and Hong Kong (“HKEx”).

 

The Company and its direct and indirect subsidiaries (“Group”, “Company” or “We”) are principally engaged in the research, production and marketing of iron ore and pellets, nickel, fertilizer, copper, coal, manganese, ferroalloys, cobalt, platinum group metals and precious metals. In addition, it operates in the segments of energy, logistics and steel.

 

At December 31, 2012, our principal consolidated operating subsidiaries the following:

 

Entities

 

% ownership

 

% voting capital

 

Location

 

Principal activity

Subsidiaries

 

 

 

 

 

 

 

 

Compañia Minera Miski Mayo S.A.C

 

40.00

 

51.00

 

Peru

 

Fertilizers

Ferrovia Centro-Atlântica S. A.

 

99.99

 

99.99

 

Brazil

 

Logistics

Ferrovia Norte Sul S.A.

 

100.00

 

100.00

 

Brazil

 

Logistics

Mineração Corumbaense Reunida S.A.

 

100.00

 

100.00

 

Brazil

 

Iron ore and Manganese

PT Vale Indonesia Tbk

 

59.20

 

59.20

 

Indonesia

 

Nickel

Sociedad Contractual Minera Tres Valles

 

90.00

 

90.00

 

Chile

 

Copper

Vale Australia Pty Ltd.

 

100.00

 

100.00

 

Australia

 

Coal

Vale Canada Limited

 

100.00

 

100.00

 

Canada

 

Nickel

Vale Fertilizantes S.A

 

100.00

 

100.00

 

Brazil

 

Fertilizers

Vale International Holdings GMBH

 

100.00

 

100.00

 

Austria

 

Holding and Research

Vale International S.A

 

100.00

 

100.00

 

Switzerland

 

Trading

Vale Manganês S.A.

 

100.00

 

100.00

 

Brazil

 

Manganese and Ferroalloys

Vale Mina do Azul S.A.

 

100.00

 

100.00

 

Brazil

 

Manganese

Vale Moçambique S.A.

 

95.00

 

95.00

 

Mozambique

 

Coal

Vale Nouvelle-Calédonie SAS

 

80.50

 

80.50

 

New Caledonia

 

Nickel

Vale Oman Pelletizing Company LLC

 

70.00

 

70.00

 

Oman

 

Pellet

Vale Shipping Holding PTE Ltd.

 

100.00

 

100.00

 

Singapore

 

Logistics

 

In a subsequent period, pursuant a contract with the Sultanate of Oman, Vale transferred 30 % of its shares to Oman Oil Company for R$ 144 (US$ 71).

 

The Board of Directors authorized these financial statements for issue on Februay 27, 2013.

 

2 -                                  Summary of the Main Accounting Practices and Accounting Estimates

 

a)                                      Basis of preparation

 

The consolidated financial statements of the Company have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), and interpretations issued by International Financial Reporting Interpretations Committee (“IFRIC”).

 

The financial statements have been prepared under the historical cost convention as adjusted to reflect the fair value of available for sale financial assets, and financial assets and liabilities (including derivative instruments) measured at fair value through the Statement of Income.

 

b)                                      Functional currency and presentation currency

 

Items included in the financial statements of each Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“functional currency”), which in the case of the Parent Company is the Brazilian Real (“R$”). For presentation purposes, these consolidated financial statements are presented in United States Dollars (“US$”) as we understand this is how our international investors are used to analyze our financial statements in order to take their decisions.

 

The operations with others currencies are translated into the functional currency of each entity using the actual exchange rate on the transaction dates. The foreign exchange gains and losses resulting from the settlement of these transactions and from the translation by exchange rates at the end of the year, relating to monetary assets and liabilities in other currencies, are recognized in the Statement of Income as financial expense or income.

 

In 2011, based on entity business assessment, the subsidiary Vale International had its functional currency changed from the Brazilian Real to US Dollar. This change did not cause significant effects in the financial statements presented.

 

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The exchange rates of the major currencies that impact our operations against the functional currency were:

 

 

 

Exchange rates used for conversions in Brazilian Reais - R$

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

US dollar - US$

 

2.0435

 

1.8683

 

1.6662

 

Canadian dollar - CAD

 

2.0546

 

1.8313

 

1.6700

 

Australian dollar - AUD

 

2.1197

 

1.9092

 

1.6959

 

Euro - EUR or €

 

2.6954

 

2.4165

 

2.2280

 

 

Translation differences on non-monetary financial assets and liabilities are recognized in income as part of fair value gain or loss. The exchange rate gain or loss of non-monetary financial assets, such as investments in shares classified as available for sale, is included in Comprehensive Income.

 

The net income and balance sheet of all Group entities whose functional currency is different from the presentation currency are translated into the presentation currency as follows: (i) The assets and liabilities for each Statement of Balance Sheet presented are translated at the closing rate at the Statement of Balance Sheet date; (ii) income and expenses for each Statement of Income are translated at the average exchange rates, except in specific transactions that, considering their relevance, are translated at the rate at the dates of transactions and; (iii) The components for each Stockholders’ equity are translated at the rate at the dates of transactions. All resulting exchange differences are recognized in a separate component of the Stockholder’s equity, named “Cumulative Translation Adjustment”.

 

c)                                      Consolidation and investments

 

1.                   The consolidated financial statements reflect the balances of assets and liabilities and transactions of the Parent Company and its direct and indirect subsidiaries. Subsidiaries over which control is achieved through other means, such as stockholders agreement, are also consolidated even if we hold less than 51% of voting capital.

 

2.                   For associates, entities over which the Company has significant influence but not control, and jointly controlled entities, the investments are accounted for under the equity method.

 

3.                   Accounting practices of subsidiaries, joint ventures and associated companies are set to ensure consistency with the policies adopted by the Parent Company. Transactions between consolidated companies, as well as balances, unrealized profits and losses on these transactions are eliminated.

 

We evaluate the carrying value of our equity investment in relation to publicly quoted market prices when available. If the quoted market price is lower than book value, and such decline is considered other than temporary, we write-down our equity investments to the level of the quoted market value.

 

For interests in joint arrangements (e.g.: consortium agreements), the assets, liabilities and transactions of these enterprises are recognized in the proportion held by Vale.

 

d)                                      Business combinations

 

When Vale acquires control over an entity, the identifiable assets acquired the liabilities and contingent liabilities assumed and the noncontrolling stockholders’ interests recognized are measured initially at fair value at the acquisition date.

 

The excess of consideration transferred and of the fair value at the acquisition date of any previous equity interests in the acquire, against the fair value of group interests in the identifiable net assets acquired, is recorded as goodwill, which is allocated to each cash-generating unit.

 

e)                                      Segment information

 

Operating and geographic segments are reported consistently with the internal reporting provide to, and used by, the Company’s decision makers in evaluating performance and taking investment decisions. The information is analyzed by operating segment as follows:

 

Bulk Material - includes the extraction of iron ore and pellet production and the transport systems of Brazil, including railroads, ports and terminals, linked to mining operations. The manganese ore, ferroalloys and coal are also included in this segment.

 

Base metals — includes the production of non-ferrous minerals, including nickel operations (co-products and by-products), copper

 

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and investment in aluminum affiliate.

 

Fertilizers — comprises three major groups of nutrients: potash, phosphate and nitrogen.

 

Logistical services — includes our system of cargo transportation for third parties divided into rail transport, port and shipping services.

 

Other — comprises sales and expenses of other products and investments in joint ventures and associate in other businesses.

 

f)                                        Current and non-current assets and liabilities

 

Vale classifies assets and liabilities as current when it expects to realize the assets and to settle the liabilities, within twelve months after the reporting period. Others assets and liabilities are classified as non-current.

 

g)                                     Cash equivalents and short-term investments

 

The amounts recorded as cash and cash equivalents correspond to the values available in cash, bank deposits and investments in the short-term that have immediately liquidity and original maturity within 90 days. Other investments between 91 day and 360 day maturities are recognized as fair value through income and presented in short-term investments.

 

h)                                     Accounts receivables

 

Represent receivables from the sale of products and services made by the Company. The receivables are initially recorded at fair value and subsequently measured at amortized cost, net of impairment losses, when applicable.

 

i)                                        Financial Assets

 

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

 

·                                          Financial assets measured at fair value through the Statement of Income — financial assets held for trading acquired for the purpose of selling in the short term.

 

·                                          Loans and receivables — non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are initially measured at fair value and subsequently at amortized cost using the effective interest method.

 

·                                         Available for sale — non-derivative financial assets not classified in another category of financial instrument. They are recognized at fair value through other comprehensive income. After the initial recognition, when financial assets available for sale do not have a quoted market price in an active market and whose fair value cannot be reliably measured, we are held at acquisition cost less impairment losses.

 

j)                                        Inventories

 

Inventories are stated at the lower of average cost of acquisition or production and net realizable value. The inventories production cost is determined by variable and fixed costs, direct and indirect costs of production, using the average cost method. When applicable an estimate of losses with obsolete or slow-moving inventories is recognized.

 

k)                                    Non-current assets and liabilities held for sale

 

Non-current assets and liabilities are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. Non-current assets and liabilities held for sale are measured at the lower of carrying amount and fair value, less cost of sales and presented as current assets, separate from other current assets and liabilities.

 

l)                                        Stripping Costs

 

Stripping costs (the cost associated with the removal of overburdened and other waste materials) incurred during the development of mine, before production takes place, are capitalized as part of the depreciable cost of developing the property. Such costs are subsequently amortized during the useful life of the mine based on proven and probable reserves.

 

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Post-production stripping costs are included in the cost of inventory, except when a special campaign is developed to permit the access to a significant ore body. In these cases, the cost are capitalized as non-current asset and amortized during the extraction of the ore body.

 

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m)                                  Intangible assets

 

Intangible assets are evaluated at the acquisition cost, less accumulated amortization and impairment losses, when applicable.

 

Intangible assets that have finite useful lives are amortized considering their effective use, while those with indefinite useful lives are not amortized but are tested at least annually in terms of their recoverability (impairment test).

 

The Company holds concessions to exploit railway assets over a certain period o f time. Railways are classified as intangible assets and amortized over the shorter of their useful lives and the concession term will returned to the government.

 

Intangible assets acquired in a business combination are recognized separately from goodwill.

 

n)                                     Property, plant and equipment

 

Property, plant and equipment are carried at acquisition or production cost. The asset costs include costs directly attributable to bringing the asset into use, financial charges incurred during the construction period, acquisition expenses, after deducting trade discounts and rebates, and estimated decommissioning and site restoration expenses (asset retirement obligations — Note 2v).

 

Assets are depreciated using the straight-line method based on the estimated useful lives, from the date on which the assets become available for their intended use, except for land which is not depreciated. The depletion of reserves is calculated based on the ratio between actual production and the total amount of proven reserves.

 

The depreciation and depletion are determined in accordance with the following estimated useful lives:

 

Buildings

 

between 20 and 50 years

Installations

 

between 20 and 33 years

Equipment

 

between 10 and 33 years

Computer Equipment

 

5 years

Mineral rights

 

between 2 and 33 years

Locomotives

 

25 years

Wagon

 

33 years

Railway equipment

 

25 years

Ships

 

between 5 and 20 years

Other

 

between 2 and 50 years

 

The residual values and useful lives of assets are reviewed and adjusted, if necessary, at the end of each fiscal year.

 

Significant industrial maintenance costs (for example, ships and other such assets), including spare parts, assembly services, and others, are recorded in property, plant and equipment and depreciated through the next programmed maintenance overhaul.

 

o)                                      Non-controlling stockholders’ interests

 

The Company treats transactions with non-controlling stockholders’ interests as transactions with equity owners of the Group. For purchases of non-controlling stockholders’ interests, the difference between any consideration paid and the portion acquired of the carrying value of net assets of the subsidiary is recorded in stockholders’ equity. Gains or losses, on disposals of non-controlling stockholders’ interest, are also recorded in stockholders’ equity.

 

When the Company ceases to hold control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. Furthermore, any amounts previously recognized in other comprehensive income relating to that entity are accounted for as if the Group had directly sold the related assets or liabilities. This means that the amounts previously recognized in other comprehensive income are reclassified in income.

 

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p)                                      Impairment of assets

 

The Company assesses, at each reporting date whether there is evidence that the carrying amount of financial assets measured through amortized cost and long-live non-financial asset, should be impaired.

 

For financial assets measured through amortized cost, Vale compares the carrying amount with expected cash flows for the asset, and when appropriate, the carrying value is adjusted to cash flow value.

 

For long-live non-financial assets, when impairment indication are identified, the test is conducted by campaign the recoverable value of these assets grouped at the lowest levels for which there are separately identifiable cash flows of the cash-generating unit to which the asset belongs to their carrying amount. If we identify the need for adjustment, it is consistently appropriate to each asset’s cash-generating unit.

 

For investments in affiliated companies with publicly traded stock, Vale assesses recoverability of assets when there is prolonged or significant decline in market value. The balance of their investments in relation to the market value of the shares, when available. If the market value is less than the carrying value of investments, and reducing for seasonal, the Company performs the adjustment of the investment to the realizable value quoted in the market.

 

The Company determines its cash flows based on approved budgets, considering mineral reserves and mineral resources calculated by internal experts, costs and investments based on the best estimate of past performance, sale prices consistent with the projections used in reports published by industry considering the market price when available and appropriate. Cash flows used are designed based on the life of each cash-generating unit (consumption of reserve units in the case of minerals) and considering discount rates that reflect specific risks relating to the relevant assets in each cash-generating unit, depending on their composition and location.

 

Regardless the indication of impairment of its carrying value, goodwill balances arising from business combinations and intangible assets with indefinite useful lives are tested for impairment at least once a year.

 

q)                                      Research and development

 

i.            Expenditures on ore research

 

Expenditure on ore research is considered operating expenses until the effective proof of the economic feasibility of commercial exploration of a given field. From then on, the expenditures incurred are capitalized as mine development costs.

 

ii.        Expenditures on feasibility studies and new technologies and others research

 

Vale also conducts feasibility study for many whose business which we operates and researching new technologies to optimize the mining process. After proven to generate future benefits to the Company, the expenditures incurred are capitalized.

 

r)                                      Leases

 

The Company classifies its contracts as finance leases or operating leases based on the substance of the contract as to whether it is linked to the transfer of substantially all risks and benefits of the assets ownership to the Company during their useful life.

 

For finance leases, the lower of the fair value of the leased asset and the present value of minimum lease payments is recorded in tangible fixed assets and the corresponding obligation recorded in liabilities. For operating leases, payments are recognized on a straight line basis during the term of the contract as a cost or expense in the Statement of Income.

 

s)                                      Accounts payable to suppliers and contractors

 

Accounts payable to suppliers and contractors are obligations to pay for goods and services that were acquired in the ordinary course of business, and are initially recognized at fair value and subsequently measured at amortized cost using effective interest rate method.

 

t)                                        Loans and financing

 

Loans and Financing are initially measured at fair value, net of transaction costs incurred and are subsequently carried at amortized cost and updated using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the Statement of Income over the period of the loans, using the effective interest rate method. Fees paid on the establishment of the loan are recognized as transaction costs of the loan.

 

Compound financial instruments issued by the Company which include financial liability (debt) components and Stockholders’ equity components, comprise notes mandatorily convertible into preferred or common stock.

 

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The liability component of a compound financial instrument is initially recognized at fair value that is determined using discounted cash flow, considering the interest rate market for a non-convertible debt instrument with similar characteristics (period, value, credit risk). After initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method.

 

The Stockholders’ equity component is recognized at the difference between the total values received by the Company with the issuance of the securities, and the initial recognition amount of the liability component. After initial recognition, the stockholders’ equity component of a compound financial instrument is not remeasured until its conversion.

 

u)            Provision

 

Provisions are recognized only when there is a present obligation (legal or constructive) resulting from a past event, and it is probable that settlement of this obligation would result in an outflow of resources and the amount of the obligation may be reasonably estimated. Provisions are reviewed and adjusted to reflect the current best estimate at the end of each reporting period. Provisions are measured at the present value of the expenditure expected to be required to settle an obligation using a pre-tax rate, which reflects current market assessments of time value of money and the risks specific to the obligation. The increase in the obligation due to the passage of time is recognized as interest expense.

 

v)            Provision for asset retirement obligations

 

The provision made by the Company refers basically to costs in order to mine closure, with the completion of mining activities and decommissioning of assets related to mine. The provision is set initially recording a liability for long-term return on fixed asset item. The long-term liability is updated using a discount rate of long-term updated and recorded at Statement of income for this period, in the counter entry of financial expenses. The asset is depreciated linearly over the useful life and recorded at Statement of income.

 

w)            Employee benefits

 

i.              Current benefits — wages, vacations and related taxes

 

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

 

ii.            Current benefits — profit sharing

 

The Company has a profit sharing policy, based on the achievement of the Company is whole, specific areas as well as employees individual performance goals. The Company recognizes provision based on the recurring measurement of the compliance with goals, using the accrual basis and recognition of present obligation arising from past events in the estimated outflow of resources in the future. The counter entry of the provision is recorded as cost of sales or service rendered or operating expenses in accordance with the activity of each employee.

 

iii.           Non-current benefits — non-current incentive

 

The Company has established a procedure to award certain eligible executives (Matching Plan and Long-Term Incentive Plan - ILP) with the goal of encouraging retention and sustained performance among others. The Matching plan establishes that these executives eligible to the plan are entitled to a specific quantity of their own preferred class A stocks of the Company, and shall be entitled at the end of three years to a cash sum corresponding to the market value of the shares lot initially linked by the executives, provided that they are under the ownership of executives throughout the entirety of the period. As well as matching, the ILP provides at the end of three years the payment in the amount equivalent to a certain number of shares based on the assessment of the executives’ career and Company performance factors in relation to a group of companies of similar size (per group). Liabilities are measured at each reporting date, at fair value, based on market quotations. Obligations are measured at each reporting date, to the fair value based on market quotations. The compensation costs incurred are recognized in income during the three-year vesting period as defined.

 

iv.           Non-current benefit — pension cost and other post-retirement benefits

 

The Company maintains several retirement plans for its employees.

 

For defined contribution plans, the Company’s obligation is limited to a monthly contribution linked to a pre-defined percentage over remuneration of employees related to these plans.

 

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For defined benefit plans, actuarial calculations are periodically obtained for liabilities determined in accordance with the Projected Unit Credit Method in order to estimate the Company’s obligation. The liability recognized in the Balance Sheet is the present value of the defined benefit obligation at the Balance Sheet date, less the fair value of plan assets, with adjustments for past service cost not recognized. Actuarial gain and loss are appointed and controlled at corridor method. This method separates the amounts which exceed the limits of 10% of amounts of assets or liabilities, whichever is greater; amortizing it based on the remaining life expectancy active participants of plan. For plans without active participants, the excess amount is recognized fully in the income. Past service costs that arise with changes in plans are released immediately in income.

 

For plans with a surplus position, the Company does not recognize any asset or benefit in the Balance Sheet or Statement of Income, in the absence of a clear position on the use of this surplus. For plans with a deficit position, the Company recognizes liabilities and results arising from the actuarial valuation and actuarial gains and losses generated by the evaluation of these plans in income, according to the corridor method.

 

x)            Derivative financial instruments and hedging operations

 

The Company uses derivative instruments to manage its financial risks as a way to hedge these risks. The Company does not use derivative instruments for speculative purposes. Derivative financial instruments are recognized as assets or liabilities on the Statement of Balance Sheet and are measured at fair value. Changes in fair value of derivatives are recorded in each year as gains or losses in the statements of income or in unrealized fair value gain/ (losses) in stockholders’ equity when the transaction is illegible and characterized as an effective cash flow hedge.

 

The Company documents the relationship between hedging instruments and hedged items with the objective of risk management and strategy for carrying out hedging operations. The Company also documents its assessment, both initially and continuously, that the derivatives used in hedging transactions are highly effective in their changes in fair value or cash flows of hedged items.

 

The variations in fair value of derivative financial instruments designated as cash flow hedges have their effective component recorded in unrealized fair value gain/ (losses) and recognized as stockholders’ equity; and their ineffective component recorded in income. The amounts recorded in Comprehensive Income, will only be transferred to the income in an appropriate account (cost, operating expense or financial expense) when the hedged item is actually performed.

 

y)            Current and deferred income tax and social contribution

 

The amounts of income tax and social contribution are recognized in the Statement of Income, except for items recognized directly in stockholders’ equity, in which cases the tax is also recognized in stockholder’s equity.

 

The provision for income tax is calculated individually for each entity in the Group based on tax rates and tax rules in force in the location of the entity. The recognition of deferred taxes is based on temporary differences between carrying value and the tax basis of assets and liabilities as well as tax and social contribution losses carry forwards. Deferred tax liabilities are fully recognized. The deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against fiscal current liabilities and when the deferred income tax assets and liabilities are related to income taxes recorded by the same taxation authority on the same taxable entity.

 

z)             Capital

 

The Company periodically practices the repurchase of shares to remain in treasury for future sale or cancellation. These shares are recorded in a specific account as reduction of stockholders´ equity at acquisition value and kept at cost value. These programs are approved by the Board with a term and quantities by determined type of shares.

 

Incremental costs directly attributable to the issue of new shares or options are demonstrated in Stockholders’ equity as a deduction from the amount raised, net of taxes.

 

aa)          Noncontrolling stockholders’ interests

 

The Company treats transactions with noncontrolling stockholders’ interests as transactions with equity owners of the Group. For purchases of noncontrolling stockholders’ interests, the difference between any consideration paid and the portion acquired of the carrying value of net assets of the subsidiary is recorded in stockholders’ equity. Gains or losses, on disposals of noncontrolling stockholders’ interest, are also recorded in stockholders’ equity.

 

When the Company ceases to hold control or significant influence, any retained interest in the entity is remeasured to its fair value,

 

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with the change in carrying amount recognized in the income statement. Furthermore, any amounts previously recognized in Gain/ (loss) from operations with noncontrolling stockholders relating to that entity are accounted for as if the Group had directly sold the related assets or liabilities. This means that the amounts previously recognized in Gain/ (loss) from operations with noncontrolling stockholders are reclassified in income.

 

bb)          Revenue recognition

 

Revenue is recognized when Vale transfers to its customers all significant risks and rewards of ownership of the product sold and services rendered. Revenue excludes any applicable sales taxes and is recognized at the fair value of the consideration received or receivable to the extent that it is probable that economic benefits will flow to Vale and the revenues and costs can be reliably measured.

 

In most instances sales revenue is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises. However, when the model negotiated with the customer is transferring risks and benefits of the product in shipment, revenue is recognized at the time.

 

In some cases, the sale price is determined on a provisional basis at the date of sale as the final selling price is subject to escalation clauses in contracts up to the date of final pricing. Revenue from the sale of provisionally priced is recognized when risks and rewards of ownership are transferred to the customer and revenue can be measured reliably. At this date, the amount of revenue to be recognized are estimated based on the forward price of product sold.

 

Amounts billed to customers for shipping correspond to products sold by the Company are recognized as revenue when that is responsible for shipping. Shipping costs are recognized as operating costs.

 

cc)           Government grants and support

 

Government grants and support are accounted for when the Company complies with reasonable security conditions set by the government related to grants and support received. The Company records via the Statement of Income, as reductions in taxes or spending according to the nature of the item, through the distribution of results in the Statement of Income, retained earnings in stockholders’ equity.

 

dd)          Basic and diluted earnings per share

 

Basic earnings per share are calculated by dividing the income attributable to stockholders of the Company, deducted from the remuneration of holders of equity securities, at the weighted average number of shares outstanding (total shares less treasury shares).

 

Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding to assume conversion of all diluted potential shares. Vale does not have mandatory convertible securities that generate the effect of dilution on earning per share.

 

dd)          Interest on stockholder´s equity (Dividends)

 

Vale is permitted to distribute interest attributable to stockholders’ equity. The calculation is based on the stockholders’ equity amounts as stated in the statutory accounting records and the interest rate applied may not exceed the long-term interest rate (TJLP) determined by the Brazilian Central Bank. Also, such interest may not exceed 50% of net income for the year or 50% of retained earnings plus revenue reserves as determined by Brazilian corporate law.

 

The benefit to Vale, as opposed to making a dividend payment, is a reduction in our income tax burden because this interest charge is tax deductible in Brazil. Income tax of 15% is withheld on behalf of the stockholders relative to the interest distribution. Under Brazilian law, interest attributed to stockholders’ equity is considered as part of the annual minimum mandatory dividend (Note 24-f). This notional interest distribution is treated for accounting purposes as a deduction from stockholders’ equity in a manner similar to a dividend and the tax credit recorded in income.

 

3.             Critical Accounting Estimates and Assumptions

 

The preparation of financial statements requires the use of certain critical accounting estimates and also the exercise of judgments by management of the Company.

 

These estimates are based on the best knowledge existing in each period. Changes in facts and circumstances may lead to the revision of the estimates, because those actual future results may differ from estimates.

 

The significant estimates and assumptions used by management in preparing these financial statements are presented as such:

 

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a)            Mineral reserves and mine useful life

 

The estimates of proved reserves and probable reserves are regularly evaluated and updated. The proved and probable reserves are determined using generally accepted geological estimates. The calculation of reserves requires the Company to take positions on expected future conditions that are highly uncertain, including future ore prices, exchange rates, inflation rates, mining technology, availability of permits and production costs. Changes in some of these assumptions could have a significant impact on proved reserves and probable reserves recorded.

 

The estimated volume of mineral reserves is used as basis for the calculation of depletion of the mines, and also for the estimated useful life which is a major factor to quantify the provision for asset retirement obligation and environmental rehabilitation of mines. Any change to the estimates of the volume of mine reserves and the useful life of assets may have significant impact on charges for depreciation, depletion and amortization recognized in the financial statements as cost of goods sold. Changes in estimated useful life of the mines could cause significant impact on the estimates of environmental provision and impairment analysis.

 

b)            Asset Retirement

 

The provision made by the Company refers basically to the cost of mine closure, upon the completion of mining activities and removal of assets related to mine. The provision is set up initially by recording long-term liabilities with a counter entry to property, plant and equipment. The long-term liabilities are subsequently carried at amortize cost, considering the original discount rate with changes registered against the income of the period, as interest expenses. The asset is depreciated on a straight line by useful life of the main asset, and recorded against income.

 

The Company considers the accounting estimates related to closure costs of a mine as a critical accounting policy because they involve significant values for the provision and are estimated using several assumptions, such as interest rate, inflation, useful life of the asset considering the current state of closure and the projected date of depletion of each mine. The estimates are reviewed annually.

 

c)             Deferred income tax and social contribution

 

The Company recognizes the effects of deferred taxes arising from tax losses and temporary differences on its consolidated and Parent Company’s financial statements. It recognizes impairment where it believes that tax credits are not fully recoverable in the future.

 

The determination of the provision for income taxes or deferred income tax, assets and liabilities, and any impairment on tax credits requires estimates by the Company. For each future credit tax, the Company assesses the probability that part or all of the tax assets may not be recovered. The impairment made with respect to accumulated tax losses depends on the assessment of the Company on the probability of the generation of future taxable profits based on production and sales planning, commodity prices, operational costs, restructuring plans, reclamation costs and planned capital costs.

 

d)            Litigation loss

 

Provisions are recorded when the possibility of loss is considered probable by our legal department and legal advisors regarding legal processes and contingent liabilities.

 

The provisions are recorded when the amount of loss can be reasonably estimated. By their nature, contingencies will be resolved when one or more future event occurs or fails to occur. Typically, the occurrence of such events does not depend on our performance, which complicates the realization of precise estimates about the date on which such events are verified.

 

Assessing such liabilities, particularly in the uncertain Brazilian legal environment and other jurisdictions, involves the exercise of significant estimates and judgments of management regarding the results of future events.

 

e)             Post retirement benefits for employees

 

The amount recognized and disclosed depend on a number of factors that are determined based on actuarial calculations using several assumptions in order to determine costs, liabilities, among others. One of the assumptions used in determining the amounts to be recorded in accounting is the discount rate. Any changes to these assumptions will affect the amount accounted.

 

The Company, together with external actuaries, reviews at the end of each year, the assumptions that should be used for the following year. These premises are used for upgrades and estimated of fair value of assets and liabilities, costs and expenses and

 

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determination of future values of estimated cash outflows, which are recorded in the plan obligations.

 

f)             Impairment

 

The Company tests impairment of tangible and intangible assets segregated by cash-generating units, usually using discounted cash flow that depends on several estimates, which are influenced by market conditions prevailing at the time the impairment test, is performed.

 

g)            Fair Value of derivatives and others financial instruments

 

Fair value of financial instruments not traded in active market is determined by using valuation techniques. Vale uses its own judgment to choose the various methods and assumptions and set which are based on market conditions, at the end of the year.

 

The analysis of the impacts, if actual results were different from management’s estimate, is presented in note 25(c) sensitivity analysis.

 

4.             Accounting Pronouncements

 

The Company prepared its consolidated financial statements under IFRS based on the pronouncements issued by the IASB. The pronouncements issued by the IASB, with adoption required for the years ending after December 31, 2012 will not be adopted by the Company in advance.

 

Pronouncements, interpretations or updates issued by the IASB for adoption after December 31, 2012

 

Investment Entities - In October 2012 the IASB issued an update statement to IFRS 10 - Consolidated Financial Statements, IFRS 12 - Disclosure of Interests in other Entities and IAS 27 - Separate Financial Statements, which, among other rules, defines the concept of entity investment and introduces an exception to the consolidation of subsidiaries for specific investment entities. The adoption of the updates will be applied from January 1, 2014 and Vale does not expect those upgrades produce significant impacts on its financial statements.

 

Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance - In June 2012 the IASB issued an update statement to IFRS 10 - Consolidated Financial Statements, IFRS 11 - Joint Arrangements and IFRS 12 - Disclosure Of Interests In Other Entities, which, among other rules, clarifies issues on the date of adoption of IFRS 10 and aspects relating to the presentation of comparative information of IFRS 11 and IFRS 12. The adoption of the updates will be applied from January 1, 2013 and Vale does not expect those upgrades produce significant impacts on its financial statements.

 

Annual Improvements to IFRSs - In May 2012 the IASB issued updates consolidated annual for the year 2012. The updates represent changes not urgent, but necessary, to general pronouncements. The pronouncements were affected: IFRS 1 - First-time Adoption of International Financial Reporting Standards, IAS 1 - Presentation of Financial Statements, IAS 16 - Property, Plant and Equipment, IAS 32 - Financial Instruments: Presentation and IAS 34 - Interim Financial Reporting. The adoption of the updates will be applied from January 1, 2013 and Vale does not expect those upgrades produce significant impacts on its financial statements.

 

Offsetting Financial Assets and Financial Liabilities - In December 2011 the IASB issued an update statement to IAS 32 - Financial Instruments: Presentation updated guide to applying this pronouncement about the recognition of financial assets and liabilities on a gross and net. The adoption of required updates will be applied from January 1, 2014.

 

Mandatory Effective Date and Transition Disclosures - In December 2011 the IASB issued an update statement to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures postponing the date of initial adoption of IFRS 9 and IFRS 7 updates have occurred in January 1, 2013 to January 1, 2015. Vale does not expect this change to take material impact on its financial statements.

 

IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine - In October 2011 the IASB issued IFRIC 20 which defines rules for the measurement and recognition of the costs of stripping of surface mine in production. The adoption of this interpretation will be applied from January 1, 2013 and Vale does not expect this interpretation produce relevant impacts on its financial statements.

 

IAS 19 - Employee Benefits - In June 2011 the IASB remitted the standard IAS 19 on employee benefits. Among the amendments, with the most significant highlight: (i) the exclusion of the possibility of using the “corridor method” - which allowed the actuarial gains and losses up to a maximum of 10% of the present value of the defined benefit obligation or Fair value of plan assets, whichever is higher, would be allocated to income over the average remaining working lives of the employees participating in the plan, (ii) the full recognition of actuarial gains and losses in Other Comprehensive Income and (iii) the financial revenue and expenditure plan shall be recognized on a net basis in the discount rate. The adoption of this standard will be required from 1 June

 

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2013 and we are analyzing potential impacts regarding this update on our financial statements.

 

IFRS 10 - Consolidated Financial Statements - In May 2011 the IASB issued IFRS 10, which, among other changes, creates a specific statement to the consolidated financial statements, determines that the jointly-controlled companies will no longer be consolidated accounts for the aspects of the definition of control and significant influence and eliminates conflicts between this standard, IAS 28 and IAS 27. The adoption of this standard will be applied from January 1, 2013 and Vale does not expect those changes produce significant impacts on its financial statements.

 

IAS 28 - Investments in Associates and Joint Ventures - In May 2011 the IASB remitted the standard IAS 28 on investment related companies, which among other changes, equates the jointly-controlled companies and affiliates determines that investment in both is measured by equity method. The adoption of this standard will be applied from January 1, 2013 and Vale does not expect those changes produce significant impacts on its financial statements.

 

IAS 27 - Separate Financial Statements - In May 2011 the IASB remitted the standard IAS 27 on separate financial statements, which remains the only regulating separate statements and reflects updates introduced by IFRS 10 and IAS 28 remitted, which are the relevant separate statements. The adoption of this standard will be applied from January 1, 2013 and Vale does not expect those changes produce significant impacts on its financial statements.

 

IFRS 11 - Joint Arrangements - In May 2011 the IASB issued IFRS 11, standard pronouncement on contracts together, which regulates the measurement, recognition and presentation of contracts and operating agreements together, specifically for cases where no constituting entities. The adoption of this standard will be applied from January 1, 2013 and Vale does not expect those upgrades produce significant impacts on its financial statements.

 

IFRS 12 - Disclosure of Interests in Other Entities - In May 2011 the IASB issued IFRS 12 on the pronouncement investments in entities that in general, determine the accounting treatment for investments in other entities, making references to IFRS 10, IFRS 11, IAS 28 remitted and IAS 27 remitted. The adoption of this standard will be applied from January 1, 2013 and Vale does not expect those upgrades produce significant impacts on its financial statements.

 

IFRS 13 - Fair Value Measurement - In May 2011 the IASB issued IFRS 13 pronouncement on fair value measurements which defines the fair value measurement applied in all cases where it is required and presents specific rules for the disclosure of fair value. The adoption of this standard will be applied from January 1, 2013 and Vale does not expect those upgrades produce significant impacts on its financial statements.

 

IFRS 9 - Financial Instruments - In October 2010 the IASB issued IFRS 9 pronouncement that, among other things, amends and simplifies the criteria for recognizing and measuring financial assets and financial liabilities and some contracts to buy and sell non-financial assets. After update in December 2011, the adoption of the statement will be required from January 1, 2015 and is still worth analyzing potential impacts regarding this update on its financial statements.

 

5.             Risk Management

 

Vale considers that an effective risk management is a key objective to support its growth plan, strategic planning and financial flexibility. Therefore, Vale has developed its risk management strategy in order to provide an integrated approach of the risks the company is exposed to. To do that, Vale evaluates not only the impact in the results of the business caused by variables traded in financial markets (market risk), but also the risk from counterparties obligations (credit risk), those relating to inadequate or failed internal processes, people, systems or external events (operational risk), those arising from liquidity risk, among others.

 

a)    Risk management policy

 

The Board of Directors established a risk management policy in order to support the company’s growth plan, strategic planning and business continuity, to improve its capital structure and assets management, to ensure flexibility and strength in financial management and to strengthen its corporate governance practices.

 

The corporate risk management policy determines that Vale should measure and monitor regularly its corporate risk on a consolidated approach in order to guarantee that the overall risk level of the Company remains aligned with the guidelines defined by the Board of Directors and the Executive Board.

 

The Executive Risk Management Committee, created by the Board of Directors, is responsible for supporting the Executive Board in the risk assessments and for issuing opinion regarding the Company’s risk management. It’s also responsible for the supervision and revision of the principles and instruments of corporate risk management.

 

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The Executive Board is responsible for the approval of the policy deployment into norms, rules and responsibilities and for reporting to the Board of Directors about such procedures.

 

The risk management norms and instructions complement the corporate risk management policy and define practices, processes, controls, roles and responsibilities in the Company regarding risk management.

 

The Company may, when necessary, allocate specific risk limits to management activities, including but not limited to, market risk limit, corporate and sovereign credit limit, in accordance with the acceptable corporate risk limit.

 

b)    Liquidity risk management

 

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

 

To mitigate such risk, Vale has a revolving credit facility to assist the short term liquidity management and to enable more efficiency in cash management, being consistent with the strategic focus on cost of capital reduction. The revolving credit facility available today was acquired from a syndicate of several global commercial banks.

 

c)     Credit risk management

 

Vale’s credit risk arises from potential negative impacts in its cash flows due to uncertainty in the ability of counterparties to meet their contractual obligations. To manage that risk, Vale has procedures and processes, such as the controlling of credit limits, the obligation of exposure diversification through several counterparties and the monitoring of the portfolio’s credit risk.

 

Vale’s counterparties can be divided into three main categories: the customers, responsible by obligations regarding receivables from payment term sales; financial institutions with whom Vale keeps its cash investments or negotiates derivatives transactions; and suppliers of equipment, products and services in the case of payments in advance.

 

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·              Commercial Credit Risk Management

 

For the commercial credit exposure, which arises from sales to final customers, the risk management department, in accordance with the current delegation level, approves or request the approval of credit risk limits for each counterpart. Besides that, the Executive Board sets annually global commercial credit risk limits for the customer’s portfolio. The approved global limit and the working capital cost inbuilt on this limit are monitored on a monthly basis.

 

Vale attributes an internal credit risk rating for each counterparty using its own quantitative methodology for credit risk analysis, based on three main sources of information: i) Expected Default Frequency (EDF) provided by KMV (Moody’s); ii) credit ratings from the main international credit agencies; iii) customer financial statements from which financial ratios are built.

 

On 31 December 2012, 83% of accounts receivable due to Vale commercial sales had low or insignificant risk, 14% had moderate risk and only 3% high risk.

 

Whenever considered necessary, the quantitative credit risk analysis is complemented by a qualitative analysis which takes into consideration the payment history of that counterparty, its commercial relationship with Vale and the customer’s strategic position in its economic sector, among others variables.

 

Based on the counterparty’s credit risk or based on Vale´s consolidated credit risk profile, risk mitigation strategies are used to minimize the Company`s credit risk in order to meet the acceptable level of risk approved by the Executive Board. The main credit risk mitigation strategies used by the Company are credit insurance, mortgage, letter of credit and corporate guarantees, among others.

 

Vale has a well-diversified accounts receivable portfolio from a geographical standpoint, being China, Europe, Brazil and Japan the regions with more significant exposures. According to each region, different guarantees can be used to enhance the credit quality of the receivables.

 

Vale controls its account receivables portfolio through Credit and Cash Collection committees, in which representatives from risk management, cash collection and commercial departments monitor periodically each counterparty`s position. Finally, Vale has an automatic control that blocks additional sales to customers in default.

 

·              Treasury Credit Risk Management

 

The management of exposure arising from cash investments and derivatives instruments is realized through the following procedures: annual approval by the Executive Board of the credit limits by counterparty, controls of portfolio diversification, counterparties` credit spread variations and the treasury portfolio overall credit risk. There’s also a monitoring of all positions, exposure versus limit control and periodic report to the Executive Risk Management Committee.

 

The calculation of the exposure to a counterparty that has several derivative transactions with Vale it`s considered the sum of exposures of each derivative acquired with this counterparty. The exposure for each derivative is defined as the future value calculated within the life of the derivative, considering the variation of the market risk factors that affect the value of the derivative instrument.

 

Vale also assess the creditworthiness of its counterparties in treasury operations following an internal methodology similar to commercial credit risk management that aims to define a default probability for each counterparty.

 

Depending on the counterparty’s nature (banks, insurance companies, countries or corporations), different inputs will be considered: i) expected default probability given by KMV; ii) CDS (Credit Default Swaps) and bond market spreads; iii) credit ratings defined by the main international rating agencies; iv) financial statements data and indicators analysis.

 

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d)    Market risk management

 

Vale is exposed to the behavior of various market risk factors that can impact its cash flow. The assessment of this potential impact arising from the volatility of risk factors and their correlations is performed periodically to support the decision making process and the growth strategy of the Company, ensure its financial flexibility and monitor the volatility of future cash flows.

 

When necessary, market risk mitigation strategies are evaluated and implemented in line with these objectives. Some strategies may incorporate financial instruments, including derivatives. The portfolios of the financial instruments are monitored on a monthly basis, enabling financial results surveillance and its impact on cash flow, and ensuring strategies adherence to the proposed objectives.

 

Considering the nature of Vale’s business and operations, the main market risk factors which the Company is exposed to are:

 

· Interest rates;

· Foreign exchange;

· Product prices and input costs.

 

·              Foreign exchange and interest rate risk

 

The company’s cash flow is subjected to volatility of several currencies, once its product prices are predominantly indexed to US dollar, while most of the costs, disbursements and investments are indexed to other currencies, mainly Brazilian real and Canadian dollar.

 

In order to reduce the potential impact that arises from this currency mismatch, derivatives instruments can be used as a risk mitigation strategy.

 

In the case of cash flow foreign exchange protection regarding revenues, costs, disbursements and investments, the main risk mitigation strategies used are forwards and swaps.

 

Vale implemented hedge transactions to protect its cash flow against the market risks that arises from its debt obligations — mainly currency volatility. We use swap transactions to convert debt linked to Brazilian real and Euros into US dollar that have similar - or sometimes shorter - settlement dates than the final maturity of the debt instruments. Their notional amounts are similar to the principal and interest payments, subjected to liquidity market conditions.

 

Swaps with shorter settlement dates are renegotiated through time so that their final maturity matches - or becomes closer - to the debts` final maturity. At each settlement date, the results of the swap transactions partially offset the impact of the foreign exchange rate in Vale’s obligations, contributing to stabilize the cash disbursements in US dollar.

 

In the case of debt instruments denominated in Brazilian real, in the event of an appreciation (or depreciation) of the Brazilian Real against the US Dollar, the negative (or positive) impact on Vale`s debt service (interest and/or principal payment) measured in US dollars will be partially offset by the positive (or negative) effect from the swaps, regardless of the US$/R$ exchange rate on the payment date. The same rationale is applicable to debts denominated in other currencies and their respective swaps.

 

Vale has also exposure to interest rates risks over loans and financings. The US Dollar floating rate debt in the portfolio consists mainly of loans including export pre-payments, commercial banks and multilateral organizations loans. In general, such debt instruments are indexed to the LIBOR (London Interbank Offer Rate in US dollar). Considering the impact of interest rate volatility on the cash flow, Vale observes the potential natural hedges effects between US Dollar floating rates and commodities prices in the decision process of acquiring financial instruments.

 

·              Risk of product and Input prices

 

Vale is also exposed to market risks regarding commodities prices and input volatilities. In accordance with risk management policy, risk mitigation strategies involving commodities can be used to adjust the cash flow risk profile and reduce Vale’s cash flow volatility. For this kind of risk mitigation strategy, Vale uses predominantly forwards, futures or zero-cost collars.

 

e)     Operational risk management

 

The operational risk management is the structured approach that Vale uses to manage uncertainty related to possible inadequate or failure in internal processes, people, systems and external events.

 

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Thus, the operational risk mitigation is performed by creating new controls and improving the existing ones, new mitigation plans, as well as the risk transferring through insurance.  Therefore, the Company seeks to have a clear view of its major risks, of the best cost-benefit mitigation plans and of the controls in place, monitoring the potential impact of operational risk and allocating capital efficiently.

 

f)     Capital Management

 

The Company’s policy aims, to manage its capital, to seek a structure that will ensure the continuity of your business in the long term. Within this perspective, the Company has been able to deliver value to stockholders through dividend payments and capital gain, and at the same time maintain a debt profile suitable for its activities, with an amortization well distributed over the years, on average 10 years, thus avoiding a concentration in one specific period.

 

g)    Insurance

 

Vale hires several types of insurance, such as operational risks insurance, civil responsibility, engineering risks insurance (projects), life insurance policy for their employees, among others. The coverage of these policies is similar to the ones used in general by the mining industry and is contracted in line with the objectives defined by the Company, with the corporate risk management policy and the limitation imposed by the insurance and reinsurance global market.

 

Insurance management is performed with the support of existing insurance committees in the various operational areas of the Company. Among the management instruments, Vale uses captive reinsurance companies that allows to contract insurances on a competitive basis as well as direct access to key international markets of insurance and reinsurance.

 

6.             Acquisitions and Divestitures

 

a)            Belvedere Coal Project

 

In 2012, Vale concluded the purchase option on additional 24.5% participation in the Belvedere Coal Project owned by Aquila Resources Limited (“Aquila”) in the amount of AUD150 million (US$156).

 

The acquisition is subject to approvals from the government of Queensland, Australia. As a result of this transaction, Vale will increase its participation in Belvedere to 100%. Additionally, Vale agreed to pay AUD20 million (US$21) to end litigations and disputes relating to the Belvedere with Aquila.

 

The project is still in stage of development and, consequently, subject to approval of the Board of Directors of Vale. At the end of transaction, Vale will have paid US$338 for 100% of Belvedere.

 

b)            Fertilizer Business

 

In 2010, through our wholly owned subsidiary Mineração Naque S.A. (“Naque”), we acquired 78.92% of the total capital (being 99.83% of the voting capital) of Vale Fertilizantes S.A. (“Vale Fertilizantes”) and 100% of the total capital of Vale Fosfatados S.A. In 2011 and beginning of 2012, we concluded several transactions including a public offer to acquire the free float of Vale Fertilizantes and the subsequent delisting of its shares which resulted in the Company owning of 100% of the its capital.

 

The purchase consideration of the business combination effected in 2010, when control was obtained, amounted to US$5,795. The purchase price allocation exercise was concluded in 2011 and generated a deferred tax liability on the fair value adjustments, determined based on the temporary differences between the accounting basis of those assets and liabilities at fair values, substantially represented by Property Plant and Equipment, and their tax basis represented by the historical carrying values at the acquired entity. Pursuant to current Brazilian tax regulations, goodwill generated in connection with a business combination as well as the fair values of assets and liabilities acquired are only tax deductible post a legal merger between the acquirer and the acquiree.

 

In June 2012, we have decided to legally merge Naque and Vale Fertilizantes. As a result, the carrying amounts of acquired assets and liabilities accounted for at Naque’s consolidated financial statements, represented by their amortized fair values from acquisition date, became their tax basis.

 

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Therefore, upon concluding the merger, there are no longer differences between tax basis and carrying amounts of the net assets acquired, and consequently there is no longer deferred tax liability amount to be recognized. The outstanding balance of the initially recognized deferred tax liability (accounted for in connection with the purchase accounting) totaling US$ 1,236 was entirely recycled through P&L for the year ended December 31, 2012, in connection with the legal merger of Vale Fertilizantes into Naque. In addition, Naque was then renamed as Vale Fertilizantes S.A.

 

c)             Sale of coal

 

In June 2012, we have concluded the sale of our thermal coal operations in Colombia to CPC S.A.S., an affiliate of Colombian Natural Resources S.A.S. (“CNR”).

 

The thermal coal operations in Colombia constitute a fully-integrated mine-railway-port system consisting of a coal mine and a coal deposit; a coal port facility; and an equity participation in a railway connecting the coal mines to the port.

 

The loss on this transaction, of US$355 was recorded in the income statement in the line “Gain (loss) on sale of assets”

 

d)            Acquisition of EBM shares

 

Continuing the process of optimization its corporate structure, during the second quarter 2012 Vale acquired additional 10.46% of Empreendimentos Brasileiros de Mineração S. A. (“EBM”), whose main asset is the participation in Minerações Brasileiras Reunidas S. A. (“MBR”), which owns mines sites Itabirito, Vargem Grande and Paraopeba. As a result of the acquisition, we increased our share of the capital of EBM to 96.7% and of MBR to 98.3%, and the amount of US$62 are recognized as a result from operations with non-controlling interest in “Stockholders Equity”.

 

e)             Manganese and ferroalloys

 

In October 2012, we have concluded the sale of the manganese ferroalloys operations in Europe to subsidiaries of Glencore International Plc., a company listed on the London and Hong Kong Stock Exchanges, for US$ 160 in cash, subject to the fulfillment of certain precedent conditions. We recognized a loss of US$ 22 presented in our statement of income as “gain (loss) on sale of assets”.

 

The manganese ferroalloys operations in Europe consist of: (a) 100% of Vale Manganèse France SAS, located in Dunkirk, France; and (b) 100% of Vale Manganese Norway AS, located in Mo I Rana, Norway.

 

f)             Participation of Vale Oman Pelletizing

 

In October 2012, Vale sold 30% of participation in Vale Oman Pelletizing LLC for the Oman Oil Company, wholly owned subsidiary of the Government of the Sultanate of Oman, for US$71. We recognized a gain of US$63 recorded in equity.

 

7              Cash and Cash Equivalents

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Cash and bank accounts

 

1,194

 

945

 

560

 

Short-term investments

 

4,638

 

2,586

 

7,024

 

 

 

5,832

 

3,531

 

7,584

 

 

Cash and cash equivalents includes cash values, demand deposits, and financial investments with insignificant risk of changes in value, being part Brazilian Reais indexed to the Brazilian Interbank Interest rate (“DI Rate”or”CDI”)  and those denominated in US Dollars are mainly in time deposits, with the original maturities of less than three months.

 

The increase in cash equivalents during the 2012, is mainly related to the cash provided by operating activities and the notes issued during 2012 (Note 17).

 

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GRAPHIC

 

8              Short-term investment

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Time deposits

 

246

 

 

1,793

 

 

This includes the financial investments in low risk investments with a maturity of between 91 and 360 days, classified as a financial asset fair value through profit or loss held to maturity (Note 23).

 

9 -           Accounts Receivables

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Denominated in Brazilian Reais

 

849

 

1,228

 

1,227

 

Denominated in other currencies, mainly US Dollars

 

6,060

 

7,382

 

7,102

 

 

 

6,909

 

8,610

 

8,329

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

(114

)

(105

)

(118

)

 

 

6,795

 

8,505

 

8,211

 

 

Accounts receivables related to the steel industry market represent 71.26% and 67.9%, of receivables on December 31, 2012 and December 31, 2011, respectively.

 

No one customer represents over 10% of receivables or revenues.

 

The loss estimates for credit losses recorded in income as at December 31, 2012 and December 31, 2011 totaled US$ 34, US$ 2, respectively. Write offs as at December 31, 2012, and December 31, 2011 totaled US$16 and US$ 1, respectively.

 

10 -         Inventories

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Inventories of products

 

 

 

 

 

 

 

Finished

 

2,244

 

2,598

 

1,786

 

In process

 

1,353

 

1,377

 

968

 

 

 

3,597

 

3,975

 

2,754

 

 

 

 

 

 

 

 

 

Inventories of spare parts and maintenance supplies

 

1,455

 

1,276

 

1,544

 

Total

 

5,052

 

5,251

 

4,298

 

 

On December 31, 2012, 2011 and 2010 inventory balances include a provision for adjustment to market value of nickel, in the amount of US$ 0, US$ 14 and US$ 0, respectively, and manganese in the amount of US$ 3, US$ 9 and US$ 0 respectively, and copper in the amount of US$ 3, US$ 0 and US$ 0 respectively

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Changes in the inventory

 

 

 

 

 

 

 

Beginning of the year

 

3,975

 

2,754

 

2,238

 

Addition

 

22,221

 

23,737

 

17,950

 

Transfer on maintenance supplies

 

4,262

 

3,758

 

3,036

 

Sale

 

(26,483

)

(25,371

)

(20,420

)

Inventory adjustment

 

(38

)

(604

)

(152

)

Cumulative translation adjustments

 

(340

)

(299

)

102

 

End of period

 

3,597

 

3,975

 

2,754

 

 

 

 

 

 

 

 

 

Beginning of the year changes in the inventory of consumable materials

 

1,276

 

1,544

 

959

 

Addition

 

4,550

 

3,635

 

3,578

 

Consumption

 

(4,262

)

(3,758

)

(3,036

)

Cumulative translation adjustments

 

(109

)

(145

)

43

 

End of the period

 

1,455

 

1,276

 

1,544

 

 

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GRAPHIC

 

11 -         Non-current assets and liabilities held for sale

 

In December 2012, Vale Executed an agreement with Petróleo Brasileiro S.A. (Petrobras) to sell Araucária, a Brazilian operation for the production of nitrogens, located in Araucária, Paraná, for US$234. The purchase price will be paid by Petrobras through installments accrued quarterly, indexed to the Brazilian Interbank Interest rate (CDI), in amounts equivalent to the royalties due by Vale for the lease of potash assets at Taquari-Vassouras and Carnalita project.

 

The major classes of assets and liabilities reclassified as held for sales as at 31 December, 2012 are as follows.

 

 

 

DECEMBER 31, 2012

 

Assets held for sale

 

 

 

Accounts receivable

 

14

 

Recoverable taxes

 

20

 

Inventories

 

20

 

Property, plant and equipment

 

389

 

Other

 

14

 

Total

 

457

 

 

 

 

 

Liabilities related to assets held for sale

 

 

 

Supplies

 

12

 

Deferred income tax

 

110

 

Others

 

38

 

Total

 

160

 

 

12           Recoverable Taxes

 

Recoverable taxes are stated at net value of any realized loss and are classified by the estimated time for realization:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Income tax

 

1,160

 

814

 

459

 

Value-added tax

 

1,023

 

997

 

484

 

PIS COFINS

 

670

 

 

 

Others Brazilian Federal Contributions

 

65

 

1,006

 

1,021

 

Total

 

2,918

 

2,817

 

1,964

 

 

 

 

 

 

 

 

 

Current

 

2,260

 

2,230

 

1,603

 

Non-current

 

658

 

587

 

361

 

Total

 

2,918

 

2,817

 

1,964

 

 

13           Investments

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Changes in Investments beginning of the year

 

8,013

 

4,394

 

4,465

 

Additions

 

466

 

4,321

 

164

 

Disposals

 

(32

)

(17

)

 

Cumulative translation adjustment

 

(216

)

(686

)

(153

)

Equity

 

645

 

1,138

 

997

 

Equity Adjustment

 

35

 

(1

)

6

 

Dividends declared

 

(587

)

(1,136

)

(1,085

)

Impairment

 

(1,941

)

 

 

Balance on ended of year

 

6,384

 

8,013

 

4,394

 

 

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GRAPHIC

 

Investments in affiliated Companies, joint ventures and others investments (continued)

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Participation in capital (%)

 

 

 

Net income (loss)

 

Investments

 

Equity in earnings (losses) of investee adjustments

 

Dividends Received

 

Bulk Material

 

Voting

 

Total

 

Net equity

 

of the year

 

2012

 

2011

 

2010

 

2012

 

2011

 

2010

 

2012

 

2011

 

2010

 

Iron ore and pellets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companhia Nipo-Brasileira de Pelotização - NIBRASCO (1)

 

51.11

 

51.00

 

349

 

42

 

178

 

199

 

199

 

22

 

45

 

48

 

26

 

22

 

3

 

Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS (1)

 

51.00

 

50.89

 

205

 

74

 

104

 

115

 

128

 

38

 

19

 

40

 

36

 

20

 

 

Companhia Coreano-Brasileira de Pelotização - KOBRASCO (1)

 

50.00

 

50.00

 

214

 

52

 

107

 

112

 

125

 

26

 

32

 

43

 

20

 

32

 

11

 

Companhia Ítalo-Brasileira de Pelotização - ITABRASCO (1)

 

51.00

 

50.90

 

125

 

17

 

64

 

80

 

86

 

8

 

47

 

18

 

18

 

38

 

25

 

Minas da Serra Geral S.A. - MSG

 

50.00

 

50.00

 

53

 

8

 

26

 

29

 

36

 

2

 

3

 

6

 

 

 

 

Samarco Mineração S.A.

 

50.00

 

50.00

 

1,260

 

1,291

 

630

 

399

 

406

 

645

 

881

 

808

 

179

 

812

 

950

 

Baovale Mineração S.A. - BAOVALE

 

50.00

 

50.00

 

55

 

12

 

28

 

35

 

31

 

6

 

8

 

4

 

1

 

 

 

Zhuhai YPM Pellet e Co, Ltd - ZHUHAI

 

25.00

 

25.00

 

93

 

3

 

23

 

23

 

25

 

1

 

 

9

 

 

 

 

Tecnored Desenvolvimento Tecnológico S.A.

 

49.21

 

49.21

 

74

 

(47

)

38

 

48

 

40

 

(20

)

(7

)

(10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

1,198

 

1,040

 

1,076

 

728

 

1,028

 

966

 

280

 

924

 

989

 

Coal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henan Longyu Co Ltd

 

25.00

 

25.00

 

1,365

 

234

 

341

 

282

 

250

 

59

 

85

 

76

 

60

 

 

83

 

Shandong Yankuang International Company Ltd

 

25.00

 

25.00

 

(239

)

(62

)

(60

)

(43

)

(27

)

(16

)

(15

)

(19

)

 

 

 

 

 

 

 

 

 

 

 

 

 

281

 

239

 

223

 

43

 

70

 

57

 

60

 

 

83

 

Base Metals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bauxite

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mineração Rio do Norte S.A. - MRN

 

40.00

 

40.00

 

339

 

51

 

136

 

133

 

142

 

20

 

8

 

(2

)

7

 

 

10

 

 

 

 

 

 

 

 

 

 

 

136

 

133

 

142

 

20

 

8

 

(2

)

7

 

 

10

 

Copper

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Teal Minerals Incorporated

 

50.00

 

50.00

 

505

 

(9

)

252

 

234

 

90

 

(5

)

(6

)

(10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

252

 

234

 

90

 

(5

)

(6

)

(10

)

 

 

 

Nickel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Heron Resources Inc (3)

 

 

 

 

 

6

 

6

 

7

 

 

 

 

 

 

 

 

 

 

 

Korea Nickel Corp

 

25.00

 

25.00

 

96

 

 

24

 

4

 

11

 

 

 

2

 

 

 

 

Others (3)

 

 

 

 

 

1

 

1

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31

 

11

 

23

 

 

 

2

 

 

 

 

Aluminium

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Norsk Hydro ASA (4)

 

 

 

 

 

2,237

 

3,227

 

 

(35

)

99

 

 

47

 

52

 

 

 

 

 

 

 

 

 

 

2,237

 

3,227

 

 

(35

)

99

 

 

47

 

52

 

 

Logistic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOG-IN Logística Intermodal S.A.

 

31.33

 

31.33

 

281

 

(29

)

94

 

114

 

135

 

(10

)

(7

)

4

 

 

 

 

MRS Logística S.A.

 

46.75

 

47.59

 

1,231

 

259

 

586

 

551

 

511

 

122

 

132

 

90

 

57

 

55

 

72

 

 

 

 

 

 

 

 

 

 

 

680

 

665

 

646

 

112

 

125

 

94

 

57

 

55

 

72

 

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

California Steel Industries Inc - CSI

 

50.00

 

50.00

 

334

 

31

 

167

 

161

 

155

 

16

 

14

 

12

 

9

 

7

 

7

 

CSP- Companhia Siderurgica do PECEM

 

50.00

 

50.00

 

998

 

(13

)

499

 

267

 

18

 

(7

)

(3

)

 

 

 

 

THYSSENKRUPP CSA Compahia Siderúrgica do Atlântico

 

26.87

 

26.87

 

5,273

 

(628

)

534

 

1,607

 

1,840

 

(169

)

(177

)

(85

)

 

 

 

 

 

 

 

 

 

 

 

 

 

1,200

 

2,035

 

2,013

 

(160

)

(166

)

(73

)

9

 

7

 

7

 

Other affiliates and joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Norte Energia S.A.

 

9.00

 

9.00

 

1,335

 

(23

)

120

 

75

 

 

(2

)

 

 

 

 

 

Vale Soluções em Energia S.A.

 

53.13

 

53.13

 

134

 

(266

)

71

 

145

 

115

 

(58

)

(16

)

(33

)

 

 

 

Others

 

 

 

 

 

178

 

209

 

66

 

2

 

(4

)

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

369

 

429

 

181

 

(58

)

(20

)

(37

)

 

 

 

Total

 

 

 

 

 

 

 

 

 

6,384

 

8,013

 

4,394

 

645

 

1,138

 

997

 

460

 

1,038

 

1,161

 

 


(1) Although Vale held a majority of the voting interest of investees accounted for under the equity method, existing veto rights held by noncontrolling shareholders.

(2) Investment includes goodwill of US$ 53 in December 31, 2012 and US$58 in December, 2011.

(3) Available for sale.

(4) Investment at market value as at December, accounted for under the equity method until September. We recognized an impairment charge on this investment (Note 16a.).

 

29



Table of Contents

 

GRAPHIC

 

14 -         Intangible

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Indefinite useful lifetime

 

Cost

 

Amortization

 

Net
Intangible

 

Cost

 

Amortization

 

Net
Intangible

 

Cost

 

Amortization

 

Net
Intangible

 

Goodwill

 

4,603

 

 

4,603

 

4,812

 

 

4,812

 

5,194

 

 

5,194

 

Finite useful lifetime

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concession and sub concession

 

5,375

 

(1,618

)

3,757

 

5,351

 

(1,506

)

3,845

 

5,671

 

(1,762

)

3,909

 

Right to use

 

358

 

(56

)

302

 

606

 

(43

)

563

 

661

 

(29

)

632

 

Others

 

1,225

 

(676

)

549

 

900

 

(599

)

301

 

879

 

(514

)

365

 

 

 

6,958

 

(2,350

)

4,608

 

6,857

 

(2,148

)

4,709

 

7,211

 

(2,305

)

4,906

 

Total

 

11,561

 

(2,350

)

9,211

 

11,669

 

(2,148

)

9,521

 

12,405

 

(2,305

)

10,100

 

 

The useful life of the concessions and sub-concessions are detailed in Note 29d.

 

 

 

Goodwill

 

Concessions and sub
concessions

 

Right to use

 

Others

 

Total

 

Balance as of January 1º, 2010

 

4,124

 

3,571

 

727

 

334

 

8,756

 

Addition through acquisition

 

793

 

756

 

4

 

178

 

1,731

 

Disposal

 

 

(358

)

(15

)

(156

)

(529

)

Amortization

 

 

(219

)

(115

)

(6

)

(340

)

Translation adjustment

 

277

 

159

 

31

 

15

 

482

 

Balance as of December 31, 2010

 

5,194

 

3,909

 

632

 

365

 

10,100

 

Addition through acquisition

 

 

803

 

 

179

 

982

 

Disposal

 

 

(49

)

 

(1

)

(50

)

Amortization

 

 

(520

)

(15

)

(111

)

(646

)

Translation adjustment

 

(382

)

(444

)

(54

)

15

 

(865

)

Others

 

 

146

 

 

(146

)

 

Balance as of December 31, 2011

 

4,812

 

3,845

 

563

 

301

 

9,521

 

Addition through acquisition

 

 

534

 

 

420

 

954

 

Write off by transfer as assets held for sale

 

 

(9

)

(232

)

 

(241

)

Amortization

 

 

(273

)

(10

)

(134

)

(417

)

Translation adjustment

 

(209

)

(340

)

(19

)

(38

)

(606

)

Balance as of December 31, 2012

 

4,603

 

3,757

 

302

 

549

 

9,211

 

 

The rights of use refers basically to the contract entered into with non-controlling stockholders under which Vale has the rights over the Empreendimentos Brasileiros de Mineração S.A. shares (owner of the shares of MBR) and intangible identified in business combination of Vale Canada. The amortization of the right to use will expires in 2037 and Vale Canada’s intangible will end in September 2046.

 

15 -         Property, plant and equipment

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

 

 

Cost

 

Amortization

 

Net Intangible

 

Cost

 

Amortization

 

Net Intangible

 

Cost

 

Amortization

 

Net Intangible

 

Land

 

676

 

 

676

 

695

 

 

695

 

356

 

 

356

 

Building

 

7,710

 

(1,617

)

6,093

 

8,058

 

(1,925

)

6,133

 

5,959

 

(1,087

)

4,872

 

Facilities

 

16,320

 

(4,564

)

11,756

 

14,835

 

(3,695

)

11,140

 

21,033

 

(5,971

)

15,062

 

Computer equipment

 

985

 

(609

)

376

 

1,208

 

(842

)

366

 

755

 

(492

)

263

 

Mineral assets

 

23,705

 

(4,838

)

18,867

 

22,949

 

(4,410

)

18,539

 

28,553

 

(4,150

)

24,403

 

Others

 

26,754

 

(8,576

)

18,178

 

27,471

 

(7,839

)

19,632

 

13,026

 

(3,726

)

9,300

 

Constructions in progress

 

28,936

 

 

28,936

 

25,837

 

 

25,837

 

21,759

 

 

21,759

 

Total

 

105,086

 

(20,204

)

84,882

 

101,053

 

(18,711

)

82,342

 

91,441

 

(15,426

)

76,015

 

 

30



Table of Contents

 

GRAPHIC

 

 

 

Land

 

Building

 

Facilities

 

Computer
equipment

 

Mineral assets

 

Others

 

Constructions
im progress

 

Total

 

Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1º, 2010

 

274

 

2,970

 

9,455

 

21

 

16,629

 

13,676

 

17,857

 

60,882

 

Acquisitions

 

 

 

 

 

 

 

12,493

 

12,493

 

Disposals

 

(1

)

(114

)

(292

)

(19

)

(103

)

(66

)

(508

)

(1,103

)

Depreciation and amortization

 

 

(294

)

(999

)

(194

)

(146

)

(1,181

)

 

(2,814

)

Translation adjustment

 

13

 

(15

)

2,574

 

(2

)

1,206

 

639

 

2,142

 

6,557

 

Transfers

 

70

 

2,325

 

4,324

 

457

 

6,817

 

(3,768

)

(10,225

)

 

Balance as of December 31, 2010

 

356

 

4,872

 

15,062

 

263

 

24,403

 

9,300

 

21,759

 

76,015

 

Acquisitions

 

 

 

 

 

 

 

13,596

 

13,596

 

Disposals

 

 

(38

)

(13

)

(1

)

(22

)

(42

)

(114

)

(230

)

Depreciation and amortization

 

 

(118

)

(492

)

(75

)

(150

)

(1,769

)

 

(2,604

)

Translation adjustment

 

(84

)

(735

)

(2,777

)

(38

)

(1,697

)

1,960

 

(1,064

)

(4,435

)

Transfers

 

441

 

2,134

 

(640

)

217

 

(3,995

)

10,183

 

(8,340

)

 

Balance as of December 31, 2011

 

713

 

6,115

 

11,140

 

366

 

18,539

 

19,632

 

25,837

 

82,342

 

Acquisitions

 

 

 

 

 

 

 

16,888

 

16,888

 

Disposals

 

(1

)

(63

)

(49

)

(9

)

(57

)

(353

)

(562

)

(1,094

)

Transfer to non-current assets held for sale

 

 

(25

)

(33

)

 

(2

)

(940

)

(12

)

(1,012

)

Impairment

 

 

(1,083

)

(269

)

(1

)

(522

)

(1,381

)

(818

)

(4,074

)

Depreciation and amortization

 

 

(320

)

(921

)

(92

)

(808

)

(1,932

)

 

(4,073

)

Translation adjustment

 

(161

)

(238

)

(1,090

)

136

 

(177

)

(902

)

(1,663

)

(4,095

)

Transfers

 

125

 

1,707

 

2,978

 

(24

)

1,894

 

4,061

 

(10,741

)

 

Balance as of December 31, 2012

 

676

 

6,093

 

11,756

 

376

 

18,867

 

18,185

 

28,929

 

84,882

 

 

The depreciation period, allocated to production cost and expense, amounted to Year ended December 31, 2012 and December 31, 2011 was US$216 and US$223 in consolidated.

 

The net property, plant and equipments given in guarantees for judicial claims in December 31, 2012 and 2011 correspond to US$ 96 and US$ 97, respectively.

 

16 -         Impairment

 

In 2012 we identified evidence of impairment in relation to certain investments and property, plant and equipment in our nickel, aluminum, coal and other cash generating units. The following impairment charges were recorded:

 

 

 

December 31, 2012

 

Product

 

Cash-generating unit

 

Carrying amount

 

Recoverable amount

 

Impairment charge

 

Investment in affiliates and joint ventures

 

 

 

 

 

 

 

 

 

Aluminum

 

Norsk Hydro ASA

 

3,212

 

2,237

 

975

 

Steel

 

Thyssenkrupp CSA

 

936

 

353

 

583

 

Energy

 

Vale Soluções de Energia

 

100

 

17

 

83

 

 

 

 

 

4,248

 

2,607

 

1,641

 

Property, plant and equipment

 

 

 

 

 

 

 

 

 

Nickel

 

Onça Puma

 

3,779

 

930

 

2,849

 

Coal

 

Australia

 

1,619

 

590

 

1,029

 

Other

 

 

 

185

 

40

 

145

 

 

 

 

 

5,583

 

1,560

 

4,023

 

 

 

 

 

9,831

 

4,167

 

5,664

 

 

a)             Investment

 

·                  Investment in Norsk Hydro ASA

 

The Company holds 22% stake in the affiliated Norsk Hydro ASA (“Norsk Hydro”), which is accounted for the equity method.

 

The volatility of aluminum prices and uncertainties about the European economy contributed to a reduction in the traded market value of Norsk Hydro.

 

The Company assessed that the reduction of the market value of Norsk Hydro as “other than temporary” and thus recognized an impairment charge in this affiliated, adjusting the book value for its fair value.

 

At December 31, 2012 Norsk Hydro’s shares at the close of trading were quoted at US$ 4.99 per share resulting in a value of US$ 2,237.

 

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GRAPHIC

 

·      Investment in Thyssenkrupp CSA

 

We recorded an impairment charge against the carrying value of our 26.87% interest in Thyssenkrupp CSA to reflect a reduction in the investment recoverable amount. The fair value based on future cash flow and does not take into account the inherent value o our rights as the exclusive suppliers of ore to the mill which comprise an integral component of our investment strategy.

 

·                  Investment in Vale Soluções de Energia

 

Changes in the investment strategy of the Company have altered the expected cash flows from operations of our joint venture Vale Soluções de Energia.

 

The carrying value for VSE was ascertained from the new cash flow projections from financial budgets recently approved by management for the joint venture.

 

b)             Propert plant and equipment

 

·                  Onça Puma nickel assets

 

Problems with the two furnaces in the Onça Puma project have led to the total stoppage of its iron-nickel operations since June 2012. After reviewing the case, Vale decided to rebuild one of the furnaces and plans to resume operations in the fourth quarter of 2013.  Given this event and the current market environment for iron-nickel, the carrying value of Onça Puma’s assets required an adjustment for impairment to reflect its fair value.

 

The recoverable amount of Onça Puma’s assets, once we determined these would not be recovered through undiscounted cash flows, was ascertained by determining their value from discounted cash flow projections based on financial budgets approved by management for the life of the mine. The projected cash flow was adjusted to reflect the effects of the quantities sold at the commodity futures prices and on the expected demand for the product.

 

The key assumptions used by management to calculate the impairment are the sales values of the commodities and the discount rate, reflecting the volatile nature of the business.

 

The discount rates applied to the future cash flow forecasts represent an estimate of the rate the market would apply to comply with the risk of the assets under valuation, Vale weighted average cost of capital is used as a basic point for determining the discount rates, with appropriate adjustments for the risk profile of the countries in which the individual reporting unit operate.

 

·                  Coal assets in Australia

 

Increasing costs, falling market prices, reduced production levels and financially unfavorable regulatory changes were identified in the coal sector, leading us to carry out impairment tests.

 

The recoverable amount for the Australian assets was ascertained by determining through the calculation of value from discounted cash flow projections based on financial budgets approved by management for the life of the mine. The projected cash flow was adjusted to reflect the effects of the quantities sold at the commodity futures prices and on the expected demand for the product.

 

The key assumptions used by management to calculate the impairment of coal assets in Australia are the commodities prices and the discount rate, reflecting the volatile nature of the business.

 

·                  Others

 

Changes in the Company’s strategy have altered the expected cash flows from some of our other operations, such as of oil and gas and other projects.

 

The recoverable amount of these assets was ascertained from the new cash flow projections from financial budgets recently revised and approved by management.

 

c)              Goodwill and intangible assets of indefinite life

 

The goodwill arose from the process of acquisition of part of our business mainly represented by of iron ore and pellets (US$1,987), nickel (US$1,854) and fertilizer (US$652).

 

The annual impairment review resulted in no impairment charge both for 2012 and 2011. For impairment testing purpose, we used a specific discount rate by asset, which consider a premium for country and business segment risk, ranging from 7.8% to 8.6%.

 

The key assumption to which the discounted cash flow is more sensitive is the sales prices and production cost.

 

32



Table of Contents

 

GRAPHIC

 

17 -         Loans and Financing

 

a)            Short-term debts

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Working capital

 

 

22

 

139

 

 

 

 

22

 

139

 

 

Financings raised in the short term for export, denominated in U.S. dollars with an average interest rate on December 31, 2011 and 2010 of 1.81% p.a. and 2% p.a., respectively.

 

There was no short-term borrowings outstanding on December 31, 2012.

 

b)            Long-term debt

 

 

 

Year ended December 31,

 

 

 

Current Liabilities

 

Noncurrent liabilities

 

 

 

2012

 

2011

 

2010

 

2012

 

2011

 

2010

 

Long-term contracts abroad

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing in:

 

 

 

 

 

 

 

 

 

 

 

 

 

United States dollars

 

604

 

496

 

2,384

 

3,380

 

2,693

 

2,530

 

Others currencies

 

14

 

9

 

20

 

261

 

52

 

219

 

Fixed rates

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes indexed in United Stated dollars (fixed rates)

 

124

 

410

 

 

13,457

 

10,073

 

10,242

 

Euro

 

 

 

 

1,979

 

970

 

1,003

 

Perpetual notes

 

 

 

 

 

 

78

 

Accrued charges

 

324

 

221

 

233

 

 

 

 

 

 

1,066

 

1,136

 

2,637

 

19,077

 

13,788

 

14,072

 

Long-term contracts in Brazil

 

 

 

 

 

 

 

 

 

 

 

 

 

Indexed to TJLP, TR, IGP-M e CDI

 

175

 

247

 

76

 

6,066

 

5,245

 

3,891

 

Basket of currencies

 

2

 

 

1

 

10

 

 

125

 

Loans in United States dollars

 

170

 

 

1

 

1,267

 

 

738

 

Non-convertible debentures into shares

 

1,957

 

 

 

379

 

2,505

 

2,767

 

Accrued charges

 

101

 

112

 

110

 

 

 

 

 

 

2,405

 

359

 

188

 

7,722

 

7,750

 

7,521

 

 

 

3,471

 

1,495

 

2,825

 

26,799

 

21,538

 

21,593

 

 

33



Table of Contents

 

GRAPHIC

 

The long-term portion as at December 31, 2012 has maturity in the following years:

 

2014

 

1,371

 

2015

 

1,203

 

2016

 

1,884

 

2017 onwards

 

22,341

 

 

 

26,799

 

 

In December 31, 2012, the annual interest rates incident on the long-term debts was as follows:

 

Up to 3%

 

5,443

 

3,1% to 5% (*)

 

5,691

 

5,1% to 7%

 

12,396

 

7,1% to 9% (**)

 

4,921

 

9,1% to 11% (**)

 

1,338

 

Over 11% (**)

 

481

 

 

 

30,270

 

 


(*) Includes Eurobonds. For this operation we have entered into derivative transactions at a cost of 4.51% per year in US dollars.

(**) Includes non-convertible debentures and other Brazilian Real denominated debt that bear interest at the CDI and Brazilian Government Long-term Interest Rates (“TJLP”) plus a spread. For these operations, we have entered into derivative transactions to mitigate our exposure to the floating rate debt denominated in Brazilian Real, totaling US$ 8,227 of which US$ 7,890 has an original interest rate above 5.1% per year. The average cost of debts not denominated in U.S. Dollars after derivatives contracting is 3.16% per year in US dollars.

 

Non Convertible

 

Quantity as of December 31, 2012

 

 

 

 

 

Balance

 

Debentures

 

Issued

 

Outstanding

 

Maturity

 

Interest

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2nd Series

 

400,000

 

400,000

 

November 20, 2013

 

100% CDI + 0.25%

 

1,973

 

2,167

 

2,429

 

Tranche “B” - Salobo

 

5

 

5

 

No date

 

6.5% p.a + IGP-DI

 

379

 

364

 

367

 

 

 

 

 

 

 

 

 

 

 

2,352

 

2,531

 

2,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term portion

 

 

 

 

 

 

 

 

 

1,957

 

 

 

 

 

Long-term portion

 

 

 

 

 

 

 

 

 

379

 

2,505

 

2,767

 

Accrued charges

 

 

 

 

 

 

 

 

 

16

 

26

 

29

 

 

 

 

 

 

 

 

 

 

 

2,352

 

2,531

 

2,531

 

 

In October 2012, Vale issued a R$ 2.5 billion (US$ 1.2 billion) export credit note to a Brazilian commercial bank that will mature in 2022. As of December 31, 2012, we had withdrawn the total amount of this facility.

 

In September 2012, Vale entered into a R$3.9 billion financing agreement (US$ 1.9 billion) with Banco Nacional de Desenvolvimento Econômico Social (“BNDES”) to finance the implementation of the CLN 150 Mtpy project, which will increase Vale’s Northern System railway estimate nominal capacity to approximately 150 million tons per year.. As of December 31, 2012, we had drawn R$ 2.1 billion (US$ 1 billion) under this facility.

 

In September 2012, Vale issued US$ 1.5 billion notes due 2042. The notes were issued at a price of 99.198% of the principal amount and will bear a coupon of 5.625% per year, payable semi-annually.

 

In August 2012, Vale International entered into a bilateral Pre-export Financing Agreement with a commercial bank in an amount of US$ 150 maturing in five years from its disbursement date. As of December 31, 2012, Vale International withdrew the total amount of this facility.

 

On July 10, 2012 we issued €750 million, equivalent to US$ 919, euro-denominated notes due 2023. These notes will bear a coupon of 3.75% per year, payable annually, at a price of 99.608% of the principal amount.

 

In April 2012, through our wholly-owned subsidiary Vale Overseas Limited, we received the amount related to the issue of US$ 1,250 notes due 2022 that were priced in March 101.345% of the principal amount. The notes will bear a coupon of 4.375% per year, payable semi-annually and will be consolidated with, and form a single series with, Vale Overseas’s US$ 1 billion 4.375% notes due 2022 issued on January 2012. Those notes issued in January, 2012 were issued at price of 98.804% of the principal amount.

 

All the securities issued through our 100% finance subsidiary Vale Overseas Limited, are fully and unconditionally guaranteed by Vale.

 

34



Table of Contents

 

GRAPHIC

 

c) Credit Lines

 

 

 

 

 

 

 

 

 

 

 

Credit line

 

 

 

Contractual

 

Date of

 

 

 

Total amount

 

Amounts drawn at December 31,

 

Financial Institution

 

Currency

 

agreement

 

Available until

 

available

 

2012

 

2011

 

2010

 

Revolving Credit Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility - Vale/ Vale International/ Vale Canada

 

US$

 

April 2011

 

5 years

 

3,000

 

 

 

 

Credit Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nippon Export and investment Insurance (“Nexi”)

 

US$

 

May 2008*

(a)

5 years **

 

2,000

 

300

 

300

 

150

 

Japan Bank for International Cooperation (“JBIC”)

 

US$

 

May 2008*

(b)

5 years **

 

3,000

 

 

 

 

Banco Nacional de Desenvolvimento Econômico Social (“BNDES”)

 

R$

 

April 2008*

(c)

5 years **

 

3,572

 

1,753

 

1,368

 

941

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Export-Import Bank of China e Bank of China Limited

 

US$

 

September 2010

(d)

13 years

 

1,229

 

837

 

467

 

291

 

Export Development Canada (“EDC”)

 

US$

 

October 2010

(e)

10 years

 

1,000

 

975

 

500

 

250

 

Korean Trade Insurance Corporation (“K-Sure”)

 

US$

 

August 2011

(f)

12 years

 

528

 

409

 

161

 

 

Banco Nacional de Desenvolvimento Econômico Social (“BNDES”)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vale Fertilizantes

 

R$

 

November 2009

(g)

9 years

 

20

 

20

 

18

 

18

 

PSI 4.50%

 

R$

 

June 2010

(h)

10 years

 

379

 

343

 

258

 

100

 

Vale Fertilizantes

 

R$

 

October 2010

(i)

8 years

 

121

 

110

 

109

 

91

 

PSI 5.50%

 

R$

 

March 2011

(j)

10 years

 

50

 

43

 

43

 

 

CLN 150

 

R$

 

September 2012

(k)

10 years

 

1,900

 

1,032

 

 

 

Vale Fertilizantes

 

R$

 

October 2012

(l)

6 years

 

44

 

44

 

 

 

PSI 2.50%

 

R$

 

December 2012

(m)

10 years

 

89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


* Memorandum of Understanding (“MOU”) signature date

** The availability for application of projects is 5 years.

 

(a)           Mining projects, logistics and energy generation. Vale through its subsidiary PT Vale Indonesia Tbk (PTVI) applied in the amount of US$ 300 million for the financing of the construction of the hydroelectric plant of Karebbe, Indonesia and withdrew totally.

(b)           Mining projects, logistics and energy generation.

(c)           Credit Lines to finance projects.

(d)           Acquisition of twelve large ore carriers from Chinese shipyards.

(e)           Financing investments in Canada and Canadian exports.

(f)            Acquisition of five large ore carriers and two capesize bulkers from two Korean shipyards.  The maturity period is counted from each vessel delivery.

(g)           Gypsum storage in Uberaba plant.

(h)           Acquisition of domestic equipments.

(i)            Expansion of production capacity of phosphoric and sulfuric acids at Uberaba plant (Phase III).

(j)            Acquisition of domestic equipments.

(k)           Capacitação Logística Norte 150 Project (CLN 150).

(l)            Supplemental resources to expand production capacity of phosphoric and sulfuric acids at Uberaba plant (Phase III).

(m)          Acquisition of wagons by VLI Multimodal.

 

d) Guarantee

 

On December 31, 2012, 2011 and 2010, US$1,450, US$648 and US$2 of the total aggregate outstanding debt was secured by property, plant and equipment and receivables, respectively.

 

e) Covenants

 

The principal covenants, included in certain financial agreements, require the observance of certain ratios, such as debt to EBITDA and interest coverage. Vale has not identified any events of noncompliance as of December 31, 2012, 2011 and 2010.

 

35



Table of Contents

 

GRAPHIC

 

18 -         Provision for litigation

 

We are involved parties in labor, civil, tax and other ongoing lawsuits and are discussing these issues at an administrative level and in court, and, when applicable, there are supported by judicial deposits. Provisions for losses resulting from these processes are estimated and updated by the Company, supported by the legal opinion of the legal board of the Company and by its external legal consultants.

 

 

 

Tax litigation

 

Civil litigation

 

Labor litigation

 

Environmental
litigation

 

Total of litigation
provision

 

Balance as of January 1º, 2010

 

489

 

582

 

657

 

35

 

1,763

 

Additions

 

331

 

58

 

168

 

2

 

559

 

Reversals

 

(178

)

(189

)

(27

)

 

(394

)

Payments

 

(15

)

(28

)

(117

)

(1

)

(161

)

Monetary update

 

98

 

64

 

32

 

1

 

195

 

Cumulative translation adjustment

 

21

 

23

 

35

 

2

 

81

 

Balance as of December 31, 2010

 

746

 

510

 

748

 

39

 

2,043

 

Additions

 

41

 

74

 

405

 

7

 

527

 

Reversals

 

(82

)

(202

)

(57

)

(10

)

(351

)

Payments

 

(67

)

(79

)

(242

)

(4

)

(392

)

Monetary update

 

64

 

(10

)

(10

)

4

 

48

 

Cumulative translation adjustment

 

(48

)

(45

)

(93

)

(3

)

(189

)

Balance as of December 31, 2011

 

654

 

248

 

751

 

33

 

1,686

 

Additions

 

580

 

82

 

317

 

11

 

990

 

Reversals

 

(76

)

(36

)

(224

)

(6

)

(342

)

Payments

 

(155

)

(3

)

(22

)

(2

)

(182

)

Monetary update

 

34

 

16

 

(7

)

2

 

45

 

Cumulative translation adjustment

 

(41

)

(20

)

(65

)

(4

)

(130

)

Transfer of assets available for sale

 

 

 

(2

)

 

(2

)

Balance as of December 31, 2012

 

996

 

287

 

748

 

34

 

2,065

 

 

Provisions for tax litigation - The nature of tax contingencies refer to discussions on the basis of calculation of the Financial Compensation for Exploiting Mineral Resources (“CFEM”) and denials of compensation claims of credits in the settlement of federal taxes in Brazil, and mining taxes in our foreign subsidiaries. The other causes refer to the charges of Additional Port Workers Compensation (“AITP”) and questions about the location for the purpose of incidence of Service Tax (“ISS”).

 

On September 2012, we has considered as probable the loss related to the deductibility of transportation expenditures in arriving at the amount upon which the CFEM is calculated, increasing the provision of R$ 1.1 bilhão (US$542).  At the fourth quarter of 2012, we paid R$301 million (US$147) of CFEM. On December 31, 2012 the total liability in relation to CFEM was R$1,060 million (US$519).

 

Provisions for civil litigation - They are related to the demands that involve contracts between Vale and other group companies with their service providers, requiring differences in values due to alleged losses that have occurred due to various economic plans, other demands are related to accidents, actions damages and still others related to monetary compensation in action vindicatory.

 

Provisions for labor and social security litigation - Consist of lawsuits filed by employees and service providers, questioning parcels arising from the employment relationship. The most recurring objects are payment of overtime, hours in intinere, hazard pay and unhealthy. The social security contingencies are also included in this context because arising from parcels of labor, in the case of legal and administrative disputes between the INSS and the Vale/group companies, whose core is the incidence of compulsory social security or not.

 

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In addition to those provisions, there are judicial deposits. These deposits are the guarantees to the actions required in court. They are monetarily update and reported in noncurrent assets of the Company until it happens the court decision to rescue these deposits by the complainant, unless there is a favorable outcome of the issue to the entity. Judicial deposits are as follows:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Tax litigation

 

435

 

413

 

442

 

Civil litigation

 

172

 

151

 

410

 

Labor litigation

 

903

 

895

 

874

 

Environmental litigation

 

5

 

5

 

5

 

Total

 

1,515

 

1,464

 

1,731

 

 

The Company discuss in administrative and judicial levels, legal actions where the expectation of loss is considered possible and understands there is no need to account for a provision.

 

These possible contingent liabilities are split between tax, civil, labor and social security, and are as follows:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Tax litigation

 

16,492

 

17,967

 

1,713

 

Civil litigation

 

1,124

 

1,483

 

1,084

 

Labor litigation

 

1,728

 

1,923

 

1,967

 

Environmental litigation

 

1,672

 

1,076

 

23

 

Total

 

21,016

 

22,449

 

4,787

 

 

The increase in the values of the tax contingencies with a possible estimate of loss refers mainly to discussion relating to recovery of Income Tax and Social Contribution, calculated based on the equity results of foreign subsidiaries.

 

The Brazilian federal tax authority (Receita Federal do Brasil) contends that we should pay those taxes and contributions on the net income of our non-Brazilian subsidiaries and affiliates. The position of the tax authority is based on Article 74 of Brazilian Provisional Measure 2,158-35/2001, a tax regulation issued in 2001 by Brazil’s President, and on implementing regulations adopted by the tax authority under Article 74. The tax authority has issued five tax assessments (“autos de infração”) against us for payment of US$5,933 and US$6,644 at December 31, 2012 and 2011, respectively, in taxes in accordance with Article 74 for the tax years 1996 through 2008, plus interest and penalties of US$9,277 at December 31, 2012 and US$9,781 at December 31, 2011, through December 31, 2012 and 2011, amounting to a total of US$15,210 and US$16,425, respectively.  The decline in the value from December 31, 2011, was soused by the cancelation by the tax authority of the claim related to the exchange variation over the foreign subsidiaries, in amount of US$815.

 

19 -         Asset retirement obligation

 

The Company uses various judgments and assumptions when measuring the obligations related to the retirement of assets. The accrued amount is not deducted from the potential costs covered by insurance or indemnities, because their recovery is considered uncertain.

 

Long term interest rates used to discount to present value and update the provision to December 31, 2012, 2011 and 2010 were 5.03%, 5.82% p.a. and 7.96% p.a. respectively. The liability is periodically updated based on these discount rates plus the inflation index (IGPM) for the period.

 

The movement in the provision for asset retirement obligation is as follows:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Balance on begin of year

 

1,922

 

1,518

 

1,252

 

Increase expense

 

170

 

127

 

127

 

Liquidation in the current period

 

(14

)

(57

)

(45

)

Revisions in estimated cash flows

 

782

 

420

 

125

 

Cumulative translation adjustments

 

(112

)

(86

)

59

 

Balance on end of year

 

2,748

 

1,922

 

1,518

 

 

 

 

 

 

 

 

 

Current

 

70

 

73

 

75

 

Non-current

 

2,678

 

1,849

 

1,443

 

Total

 

2,748

 

1,922

 

1,518

 

 

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20 -         Deferred Income Tax and Social Contribution

 

We analyze the potential tax impact associated with undistributed earnings of each our subsidiaries and affiliates. For those subsidiaries in which undistributed earnings are intended to be reinvested indefinitely, no deferred tax is recognized. Undistributed earnings of foreign consolidated subsidiaries and affiliates for which no deferred income tax has been recognized for possible future remittances to the parent company totaled approximately US$ 26,800 on December 31, 2012, US$ 26,300 on December 31, 2011 and US$ 26,708 at December 31, 2010. These amounts are considered to be permanently reinvested in the Company’s international business. It is not practicable to determine the amount of the unrecognized deferred tax liability associated with these amounts. If we did determine to repatriate these earnings, there would be methods available to us, each with different tax consequences. There would also be uncertainty as to timing and amount, if any, of foreign tax credits that would be available, as the calculation of the available foreign tax credit is dependent upon the timing of the repatriation and projections of significant future uncertain events. The wide range of potential outcomes that could result due to these factors, among others, makes it impracticable to calculate the amount of tax that hypothetically would be recognized on these earnings if they were repatriated.

 

The income of the Company is subject to the common system of taxation applicable to companies in general. The net deferred balances were as follows:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Recoverable income tax

 

1,274

 

915

 

760

 

Temporary differences:

 

 

 

 

 

 

 

Pension plan

 

451

 

477

 

734

 

Provision

 

574

 

467

 

567

 

Impairment of Assets

 

845

 

791

 

568

 

Fair value of financial instruments

 

806

 

530

 

379

 

Goodwill linked to property acquired

 

(5,030

)

(6,578

)

(6,928

)

Impairment

 

1,569

 

 

 

Others

 

(303

)

(389

)

(276

)

Total

 

186

 

(3,787

)

(4,196

)

 

 

 

 

 

 

 

 

Social Contribution

 

 

 

(2,145

)

Total

 

186

 

(3,787

)

(6,341

)

 

 

 

 

 

 

 

 

Assets

 

3,981

 

1,894

 

1,358

 

Liabilities

 

(3,795

)

(5,681

)

(7,699

)

 

 

186

 

(3,787

)

(6,341

)

 

 

 

Assets

 

Liabilities

 

Total

 

Balance as of January 1, 2010

 

1,576

 

5,394

 

(3,818

)

Net income effect

 

(380

)

(1,684

)

1,304

 

Addition/settlement of temporary difference

 

144

 

318

 

(174

)

Subsidiary acquisition

 

 

2,166

 

(2,166

)

Cumulative translation adjustment

 

56

 

204

 

(148

)

Tax losses consumption

 

(481

)

 

(481

)

Tax losses recognition

 

443

 

 

443

 

Deferred social contribution

 

 

1,281

 

(1,281

)

Other comprehensive income

 

 

20

 

(20

)

Balance as of December 31, 2010

 

1,358

 

7,699

 

(6,341

)

Net income effect

 

648

 

372

 

276

 

Subsidiary acquisition

 

 

76

 

(76

)

Cumulative translation adjustment

 

(148

)

(332

)

184

 

Deferred social contribution

 

 

(2,134

)

2,134

 

Other comprehensive income

 

36

 

 

36

 

Balance as of December 31, 2011

 

1,894

 

5,681

 

(3,787

)

Net income effect

 

632

 

(229

)

860

 

Addition/settlement of temporary difference

 

1,627

 

 

1,627

 

Subsidiary acquisition

 

(18

)

(214

)

197

 

Cumulative translation adjustment

 

(146

)

(207

)

61

 

Deferred social contribution

 

 

(1,236

)

1,236

 

Other comprehensive income

 

(8

)

 

(8

)

Balance as of December 31, 2012

 

3,981

 

3,795

 

186

 

 

The deferred assets and liabilities of income tax and social contribution arising from tax losses, negative social contribution and temporary differences are recognized in the accounts, taking into consideration the analysis of future performance, based on economic and financial projections, prepared based on assumptions internal and macroeconomic, trade and tax scenarios that may suffer changes in the future.

 

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These temporary differences that will be performed upon the occurrence of the corresponding relevant facts generators have the following expectations:

 

 

 

Year ended December 31,

 

Deferred income tax and social contribution

 

2012

 

2011

 

2010

 

To be recovered after than 12 months

 

(170

)

(4,054

)

(6,601

)

To be recovered within 12 months

 

356

 

267

 

260

 

Total

 

186

 

(3,787

)

(6,341

)

 

The income tax in Brazil comprises the taxation on income and social contribution on profit. The composite statutory rate applicable in the period presented is 34%. In other countries where we have operations, we are subject to various rates depending on jurisdiction.

 

The total amount presented as income tax and social contribution results in the financial statements is reconciled with the rates established by law, as follows:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Income before tax and social contribution

 

3,922

 

27,826

 

21,264

 

Results of equity investments

 

(645

)

(1,138

)

(997

)

Exchange variation - not taxable

 

156

 

26

 

265

 

 

 

3,433

 

26,714

 

20,532

 

Income tax and social contribution at statutory rates - 34%

 

(1,167

)

(9,083

)

(6,981

)

Adjustments that affects the basis of taxes:

 

 

 

 

 

 

 

Income tax benefit from interest on stockholders’ equity

 

1,337

 

1,655

 

995

 

Tax incentive

 

204

 

704

 

642

 

Results of overseas companies taxed by different rates which differs from the parent company rate

 

261

 

1,365

 

1,673

 

Constitution of provisions for loss of tax loss carryforwards

 

(228

)

(297

)

 

Deductible Social Contribution paid

 

 

506

 

 

Others

 

(47

)

(121

)

(21

)

Income tax and social contribution before impairment

 

360

 

(5,271

)

(3,692

)

Income tax and social contribution on the profit for the year

 

1,327

 

 

 

Income tax and social contribution on the profit for the year

 

1,687

 

(5,271

)

(3,692

)

 

In Brazil, Vale has a tax incentive for the partial reduction of income tax due to the amount equivalent to the portion allocated by tax law to transactions in the North and Northeast regions with iron, railroad, manganese, copper, bauxite, kaolin and potash. The incentive is calculated based on the tax profit of the activity (called operating income), takes into consideration the allocation of operating profit by incentive production levels during the periods specified for each product as grantees, and generally, for 10 years and are in the case of Company expire until 2020. An amount equal to that obtained with the tax saving must be appropriated in a retained earnings reserve account in Stockholders’ equity, and may not be distributed as dividends to Stockholders.

 

Vale benefits from the allocation of part of income tax due to be reinvested in the purchase of equipment in incentive operation, subject to subsequent approval by the regulatory agency in the incentive area of Superintendence for the Development of Amazonia (SUDAM) and the Northeast Development Superintendence (SUDENE). When the reinvestment approved, the tax benefit is also appropriate in retained earnings reserve, which impaired is the distribution as dividends to Stockholders

 

Vale also has tax incentives related to the production of nickel from Vale New Caledonia (VNC). These incentives include temporary exemptions of the total income tax during the construction phase of the project, and also for a period of 15 years beginning in the first year of commercial production as defined by applicable law, followed by 5 years with refund of 50% of temporary. In addition, VNC is eligible for certain exemptions from indirect taxes such as import tax during the construction phase and throughout the commercial life of the project. Some of these tax benefits, including temporary tax incentives, are subject to an earlier interruption if the project achieves a specified cumulative rate of return. VNC is taxable for a portion of profits starting in the first year that commercial production is reached, as defined by applicable law. So far, there has been no taxable income realized in New Caledonia. Vale also received tax incentives for projects in Mozambique, Oman and Malaysia.

 

Vale is subject to the revision of income tax by local tax authorities for up to five years in companies operating in Brazil, ten years for operations in Indonesia and up to seven years for companies with operations in Canada.

 

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21           Pension plans

 

In Brazil, the management of the pension plans of the Company is the responsibility of the Fundação Vale do Rio Doce de Seguridade Social (“Valia”) nonprofit private entity with administrative and financial autonomy.

 

Certain of the Company’s employees, participant in variable contribution defined benefit plan (“Plano de Benefício Vale Mais e Plano de Benefício VALIAPREV” or the “New Plan”), specific coverage for death pension and disability retirement and other defined contributions for programmable benefits. The defined benefit plan is subject to actuarial evaluations. The defined contribution plan represents a fixed amount held on behalf of the participant.

 

The Company also maintains sponsorship of a pension plan with defined benefit characteristics, covering almost exclusively retirees and their beneficiaries, due to the migration of more than 98% of active employees for the Vale Mais Plan in May 2000. This plan was funded by monthly contributions made by the Company and participants, calculated based on periodic actuarial valuations.

 

Certain former employees are entitled to payments over and above the normal Valia benefits from a Complementation Bonus plus a post-retirement benefit that covers medical, dental and pharmaceutical assistance.

 

Vale Fertilizantes and its wholly owned subsidiaries pay eligible employees the FGTS penalty pursuant to an union agreement and provide certain health benefits for retired eligible employees.

 

The Company also has defined benefit plans and other post-employment benefits administered by other foundations and social security entities benefiting all employees.

 

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

 

We use a measurement date December 31 for our pension and post retirement benefit plans.

 

a)             Change in benefit obligation

 

 

 

Overfunded pension
plans

 

Underfunded pension
plans

 

Others underfunded
pension plans

 

Benefit obligation as of January 1º, 2010

 

2,725

 

4,730

 

1,304

 

Benefit initial recognized consolidation

 

385

 

12

 

58

 

Service Cost

 

2

 

71

 

26

 

Interest Cost

 

329

 

360

 

102

 

Benefits paid/Actual distribution

 

(265

)

(364

)

(80

)

Plan amendment

 

 

20

 

(2

)

assumptions changes

 

87

 

55

 

6

 

Actuarila loss (gain)

 

234

 

202

 

4

 

Effect of exchange rate changes

 

126

 

225

 

119

 

Benefit obligation as of December 31, 2010

 

3,623

 

5,311

 

1,537

 

Service Cost

 

1

 

89

 

30

 

Interest Cost

 

391

 

378

 

97

 

Benefits paid/Actual distribution

 

(296

)

(412

)

(82

)

Plan amendment

 

 

2

 

(23

)

Net transfers

 

 

7

 

 

assumptions changes

 

141

 

32

 

 

Plan settlements

 

 

(26

)

(8

)

Actuarila loss (gain)

 

99

 

(151

)

114

 

Effect of exchange rate changes

 

(406

)

(279

)

(82

)

Benefit obligation as of December 31, 2011

 

3,553

 

4,951

 

1,583

 

Service Cost

 

 

100

 

34

 

Interest Cost

 

308

 

374

 

95

 

Benefits paid/Actual distribution

 

(237

)

(435

)

(76

)

Plan amendment

 

 

(2

)

(35

)

assumptions changes

 

(442

)

442

 

 

Plan settlements

 

 

(119

)

(26

)

Actuarila loss (gain)

 

684

 

798

 

159

 

Effect of exchange rate changes

 

(299

)

(121

)

(24

)

Benefit obligation as of December 31, 2012

 

3,567

 

5,988

 

1,710

 

 

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ii.            Evolution of the fair value of assets

 

 

 

Overfunded pension
plans

 

Underfunded pension
plans

 

Others underfunded
pension plans

 

Fair value of plan assets on January 1º, 2010

 

4,130

 

4,095

 

11

 

Fair value initial recognized consolidation

 

451

 

10

 

 

Actual return on plan assets

 

1,094

 

541

 

1

 

Employer contributions

 

2

 

169

 

80

 

Benefits paid/ Actual distribution

 

(265

)

(364

)

(80

)

Effect of exchange rate changes

 

173

 

193

 

1

 

Fair value of plan assets on December 31, 2010

 

5,585

 

4,644

 

13

 

Actual return on plan assets

 

472

 

226

 

 

Employer contributions

 

2

 

575

 

82

 

Benefits paid/ Actual distribution

 

(296

)

(412

)

(82

)

Plan settlements

 

 

(26

)

(11

)

Effect of exchange rate changes

 

(586

)

(245

)

(1

)

Fair value of plan assets on December 31, 2011

 

5,177

 

4,762

 

1

 

Tranfers

 

(512

)

512

 

 

Actual return on plan assets

 

619

 

528

 

 

Employer contributions

 

 

222

 

76

 

Benefits paid/ Actual distribution

 

(237

)

(435

)

(76

)

Plan settlements

 

 

(109

)

 

Actuarial gain/(loss)

 

(229

)

235

 

 

Effect of exchange rate changes

 

(407

)

(109

)

 

Fair value of plan assets on December 31, 2012

 

4,411

 

5,606

 

1

 

 

A special contribution was made to the Vale Canada Limited defined underfunded benefit plans of US$342 during 2011 to secure adequate funding requirements for 2011-2013.

 

Plan assets managed by Valia on December 31, 2012, 2011 and 2010 include investments in portfolio of our own stock of US$300, US$340 and US$519, investments in debentures US$57, US$63 and US$64 and equity investments from related parties amounting to US$2, US$84 and US$81, respectively. They also include at December 31, 2012, 2011 and 2010, US$3,882, US$3,552 and US$4,150 of Brazilian Federal Government Securities. The Vale Canada Limited pension plan assets at December 31, 2012, 2011 and 2010 included Canadian Government securities amounted to US$483, US$653 and US$436, respectively. The Vale Fertilizantes and Ultrafértil at December 31, 2012 and December 31, 2011 include Brazilian Federal Government in securities of US$191, US$149 and US$158, respectively.

 

iii.           Reconciliation of assets and liabilities recognized in the Balance Sheet

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Present value of obligations at end of year

 

(3,567

)

(5,988

)

(1,710

)

(3,553

)

(4,951

)

(1,583

)

(3,623

)

(5,311

)

(1,537

)

Fair value of assets at end of year

 

4,411

 

5,606

 

1

 

5,177

 

4,762

 

1

 

5,585

 

4,644

 

13

 

Net value of (gains) and losses not recorded in the balance sheet

 

 

246

 

95

 

 

(41

)

93

 

 

(34

)

34

 

Effect of limit of IAS 19, paragraph 65

 

(844

)

 

 

(1,624

)

 

 

(1,962

)

 

 

Total

 

 

(136

)

(1,614

)

 

(230

)

(1,489

)

 

(701

)

(1,490

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial assets/liability accrued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

115

 

 

 

 

 

 

 

 

Current liabilities

 

 

(116

)

(89

)

 

(92

)

(77

)

 

(98

)

(90

)

Non-current liabilities

 

 

(135

)

(1,525

)

 

(138

)

(1,412

)

 

(603

)

(1,400

)

Total

 

 

(136

)

(1,614

)

 

(230

)

(1,489

)

 

(701

)

(1,490

)

 

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iv.            Recorded costs in the Statement of Income

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Current service cost

 

 

100

 

34

 

1

 

89

 

30

 

2

 

71

 

26

 

Interest on actuarial liabilities

 

308

 

381

 

97

 

391

 

378

 

97

 

329

 

360

 

102

 

Expected return on assets

 

(619

)

(459

)

 

(656

)

(383

)

 

(530

)

(321

)

(1

)

Amortization and (gains) / losses, net (IAS 19 paragraph 58a)

 

913

 

92

 

77

 

14

 

24

 

(7

)

9

 

18

 

(1

)

Effect of limit described in paragraph 58 (b) in IAS 19

 

(602

)

 

 

250

 

 

 

190

 

 

 

Total

 

 

114

 

208

 

 

108

 

120

 

 

128

 

126

 

 

v.             Actuarial and economic assumptions

 

All calculations involve future actuarial projections about some parameters, such as: salaries, interest, inflation, the behavior of INSS benefits, mortality, disability, etc.

 

The economic actuarial assumptions adopted were formulated considering the long-term period for maturity and should therefore be examined in that light. So, in the short term, they may not necessarily be realized.

 

In the evaluations were adopted the following economic assumptions:

 

 

 

Brazil

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Discount rate to determine benefit obligation

 

8.90% p.a.

 

9.04% p.a.

 

9.05% p.a.

 

10.91

%

10.78

%

10.90

%

11.30

%

11.30

%

10.30

%

Discount rate to determine net cost

 

8.90% p.a.

 

9.45% p.a.

 

9.40% p.a.

 

10.78

%

11.30

%

11.30

%

11.30

%

11.30

%

10.30

%

Expected return on plan assets

 

12.48% p.a.

 

12.55% p.a.

 

N/A

 

11.91

%

10.50

%

N/A

 

12.00

%

10.50

%

N/A

 

Rate of compensation increase - up to 47 years

 

8.15% p.a.

 

8.15% p.a.

 

N/A

 

8.15

%

N/A

 

N/A

 

8.15

%

8.15

%

N/A

 

Rate of compensation increase - over 47 years

 

5.00% p.a.

 

5.00% p.a.

 

N/A

 

5.00

%

5.00

%

N/A

 

5.00

%

5.00

%

N/A

 

Inflation

 

5.00% p.a.

 

5.00% p.a.

 

5.00% p.a.

 

5.00

%

5.00

%

5.00

%

5.00

%

5.00

%

5.00

%

Health care cost trend rate

 

N/A

 

N/A

 

8.15% p.a.

 

N/A

 

8.15

%

8.15

%

N/A

 

N/A

 

8.15

%

 

 

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Discount rate to determine benefit obligation

 

4.16% p. a.

 

4.20% p. a.

 

5.08

%

5.10

%

6.21

%

5.44

%

Discount rate to determine net cost

 

5.08% p. a.

 

4.20% p. a.

 

5.43

%

5.43

%

6.21

%

5.44

%

Expected return on plan assets

 

6.51% p. a.

 

6.50% p. a.

 

6.51

%

6.50

%

7.02

%

6.50

%

Rate of compensation increase - up to 47 years

 

4.10% p.a.

 

3.00% p.a.

 

4.10

%

3.00

%

4.11

%

3.58

%

Rate of compensation increase - over 47 years

 

4.10% p.a.

 

3.00% p.a.

 

4.10

%

3.00

%

4.11

%

3.58

%

Inflation

 

2.00% p.a.

 

2.00% p.a.

 

2.00

%

2.00

%

2.00

%

2.00

%

Health care cost trend rate

 

N/A

 

7.22% p.a.

 

N/A

 

7.22

%

N/A

 

7.35

%

Ultimate Health care cost trend rate

 

N/A

 

4.49% p.a.

 

N/A

 

4.49

%

N/A

 

4.49

%

 

vi.            Data from participants:

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Overfunded
pension plans

 

Underfunded
pension plans

 

Others
underfunded
pension plans

 

Active participants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

14

 

81,324

 

11,727

 

202

 

67.951

 

74.7

 

245.0

 

59.9

 

68.0

 

Average age - years

 

52

 

36

 

40

 

50

 

36

 

35.9

 

49.8

 

36.0

 

36.4

 

Average service - years

 

28

 

7

 

7

 

27.2

 

7.0

 

7.7

 

27.1

 

8.0

 

8.5

 

Terminated vested participants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

6,519

 

 

 

5.8

 

 

 

4.9

 

 

Average age - years

 

 

47

 

 

 

39.0

 

 

 

40.0

 

 

Retirees and beneficiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

16,740

 

19,253

 

31,737

 

18.4

 

18.2

 

32.6

 

18.5

 

18.1

 

32.8

 

Average age - years

 

67

 

70

 

68

 

66.3

 

71.0

 

63.7

 

65.6

 

71.0

 

62.5

 

 

42



Table of Contents

 

GRAPHIC

 

vii.                              Assets of pension plans

 

Brazilian Plans

 

The Investment Policy Statements of pension plans sponsored for Brazilian employees are based on a long term macroeconomic scenario and expected returns. An Investment Policy Statement was established for each obligation by following results of a strategic asset allocation study.

 

Plan asset allocations comply with pension funds local regulation issued by CMN - Conselho Monetário Nacional (CMN Resolution 3,792/09). We are allowed to invest in six different asset classes, defined as Segments by the law, as follows: Fixed Income, Equity, Structured Investments (Alternative Investments and Infra-Structure Projects), International Investments, Real Estate and Loans to Participants in compliance with pre approved policies.

 

The investment policies aims to achieve adequate diversification, revenue and long-term valuation, through the combination of all asset classes described above to meet their obligations to many plans of the appropriate level of risk.

 

The pension fund has a risk management process with established policies that intend to identify measure and control all kind of risks faced by our plans, such as: market, liquidity, credit, operational, systemic and legal.

 

Foreign plans

 

The strategy for each of the pension plans sponsored by Vale Canada is based upon a combination of local practices and the specific characteristics of the pension plans in each country, including the structure of the liabilities, the risk versus reward trade-off between different asset classes and the liquidity required to meet benefit payments.

 

viii.                          Overfunded pension plans

 

Brazilian Plans

 

The Defined Benefit Plan (the “Old Plan”) has the most part of its assets allocated in fixed income, mainly in Brazilian government bonds (such as TIPS) and corporate long term inflation linked corporate bonds with the objective to reduce the asset-liability volatility. This LDI (Liability Driven Investments) strategy, when considered together with Loans to Participants segment, aims to hedge plan’s liabilities against inflation risk and volatility. This plan had an average nominal income of 20% per annum, in the past 12 years. The target allocation for each investment segment or asset class in the following:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Fixed income investments

 

56.00

%

57.00

%

52.00

%

Variable income investments

 

25.00

%

24.00

%

28.00

%

Structures investments

 

6.00

%

6.00

%

6.00

%

Foreign investments

 

1.00

%

1.00

%

2.00

%

Real Estate

 

8.00

%

8.00

%

7.00

%

Operations with participants (loans)

 

4.00

%

4.00

%

5.00

%

 

The “Plano Vale Mais” has obligations with characteristics of defined benefit plans and defined contribution plans. Most investments are in fixed income. To reduce the volatility of assets and liabilities from the components of the plot with defined benefit’s characteristics, we use Brazilian government bonds indexed to inflation. The target allocation for this strategy is 55% of total assets of this sub plan. Bellow there are the target allocations for each investment segment or asset class:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Fixed income investments

 

55.00

%

56.00

%

59.00

%

Variable income investments

 

24.00

%

24.00

%

24.00

%

Structures investments

 

3.50

%

3.50

%

2.00

%

Foreign investments

 

0.50

%

0.50

%

1.00

%

Real Estate

 

7.00

%

6.00

%

4.00

%

Operations with participants (loans)

 

10.00

%

10.00

%

10.00

%

 

The Defined Contribution Vale Mais component offers four options of asset classes’ mix that can be chosen by participants. The options are: Fixed Income — 100%; 80% Fixed Income and 20% Equities, 65% Fixed Income and 35% Equities and 60% fixed income and 40% equities. Loan to participants is included in the fixed income options. Equities management is done through investment fund that targets Ibovespa index.

 

43



Table of Contents

 

GRAPHIC

 

Assets by category are as follows:

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets by category

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

6

 

 

 

6

 

Accounts Receivable

 

5

 

 

 

5

 

14

 

 

 

14

 

81

 

 

 

81

 

Equity securities

 

1,128

 

1

 

 

1,129

 

1,282

 

78

 

 

1,360

 

1,321

 

75

 

 

1,396

 

Debt securities - Corporate bonds

 

 

272

 

 

272

 

 

446

 

 

446

 

 

420

 

 

420

 

Debt securities - Government bonds

 

1,976

 

 

 

1,976

 

1,844

 

 

 

1,844

 

2,114

 

 

 

2,114

 

Investments funds - Fixed Income

 

1,678

 

 

 

1,678

 

1,540

 

 

 

1,540

 

1,610

 

 

 

1,610

 

Investments funds - Equity

 

252

 

 

 

252

 

288

 

 

 

288

 

513

 

 

 

513

 

International investments

 

14

 

 

 

14

 

11

 

 

 

11

 

23

 

 

 

23

 

Structured investments - Private Equity funds

 

 

 

192

 

192

 

 

 

177

 

177

 

 

 

128

 

128

 

Structured investments - Real estate funds

 

 

 

8

 

8

 

 

 

20

 

20

 

 

 

19

 

19

 

Real estate

 

 

 

458

 

458

 

 

 

399

 

399

 

 

 

288

 

288

 

Loans to participants

 

 

 

195

 

195

 

 

 

183

 

183

 

 

 

182

 

182

 

Total

 

5,053

 

273

 

853

 

6,179

 

4,979

 

524

 

779

 

6,282

 

5,668

 

495

 

617

 

6,780

 

Funds not related to risk plans

 

 

 

 

 

 

 

(1,768

)

 

 

 

 

 

 

(1,105

)

 

 

 

 

 

 

(1,195

)

Fair value of plan assets at end of year

 

 

 

 

 

 

 

4,411

 

 

 

 

 

 

 

5,177

 

 

 

 

 

 

 

5,585

 

 

Measurement of overfunded plan assets at fair value with no observable market variables - level 3

 

 

 

Private Equity
Funds

 

Real State Funds

 

Real State

 

Loans to
Participants

 

Total

 

Balance as of January 1º, 2010

 

87

 

 

224

 

158

 

469

 

Actual return on plan assets

 

(3

)

1

 

49

 

24

 

71

 

Initial recognized consolidation

 

 

 

22

 

5

 

27

 

Assets purchases, sales and settlements

 

(2

)

(1

)

(24

)

(71

)

(98

)

Assets sold during the period

 

41

 

 

24

 

59

 

124

 

Cumulative translation adjustment

 

5

 

1

 

11

 

7

 

24

 

Transfers in and/ out of Level 3

 

 

18

 

(18

)

 

 

Balance as of December 31, 2010

 

128

 

19

 

288

 

182

 

617

 

Actual return on plan assets

 

(7

)

 

79

 

14

 

86

 

Assets purchases, sales and settlements

 

(1

)

 

(22

)

(71

)

(94

)

Assets sold during the period

 

34

 

 

101

 

72

 

207

 

Cumulative translation adjustment

 

(16

)

(2

)

(47

)

(14

)

(79

)

Transfers in and/ out of Level 3

 

39

 

3

 

 

 

42

 

Balance as of December 31, 2011

 

177

 

20

 

399

 

183

 

779

 

Actual return on plan assets

 

13

 

(8

)

121

 

26

 

152

 

Assets purchases, sales and settlements

 

(19

)

 

(31

)

(84

)

(134

)

Assets sold during the period

 

75

 

 

27

 

93

 

195

 

Cumulative translation adjustment

 

(15

)

(1

)

(37

)

(17

)

(70

)

Transfers in and/ out of Level 3

 

(39

)

(3

)

(21

)

(6

)

(69

)

Balance as of December 31, 2012

 

192

 

8

 

458

 

195

 

853

 

 

The return target for private equity assets in 2013 is 11% p.a. for the Old Plan and 11% p.a. for the New Plan. The target allocation is 6% for the Old Plan and 3.5% for the New Plan, ranging between 2% and 10% for the Old Plan and ranging between 1% and 10% for the New Plan. These investments have a longer investment horizon and low liquidity that aim to profit from economic growth, especially in the infrastructure sector of the Brazilian economy. Usually non-liquid assets’ fair value is similar to the acquisition cost or book value. Some private equity funds, alternatively, apply the following methodologies: discounted cash flows analysis or analysis based on multiples.

 

The target return for loans to participants in 2013 was 12% p.a. The fair value pricing of these assets includes provisions for non-paid loans, according to the local pension fund regulation.

 

The target return for real estate assets in 2013 was 12% p.a. The fair value of these assets is near to their carrying value. The pension fund hires companies specialized in real estate valuation that do not act in the market as brokers. All valuation techniques follow the local regulation.

 

ix.                                  Underfunded pension plans

 

Brazilian Plans

 

The obligation has an exclusive allocation in fixed income. It was also used a LDI (Liability Driven Investments) strategy for this plan. Most of the resources were invested in long term Brazilian government bonds (similar to TIPS) and inflation linked corporate bonds with the objective of minimizing asset-liability volatility and reduce inflation risk. This obligation has an average nominal return of 17% p.a. in local currency in the last 7 years.

 

44



Table of Contents

 

GRAPHIC

 

Foreign plans

 

For all pension plans except PT Vale Indonesia tbk, this has resulted in a target asset allocation of 60% in equity investments and 40% in fixed income investments, with all securities being traded in the public markets.  Fixed income investments are in domestic bonds for each plan’s market and involve a mixture of government and corporate bonds.  Equity investments are primarily global in nature and involve a mixture of large, mid and small capitalization companies with a modest explicit investment in domestic equities for each plan. The Canadian plans also use a currency hedging strategy (each developed currency’s exposure is 50% hedged) due to the large exposure to foreign securities.   For PT Vale Indonesia tbk, the target allocation is 20% equity investment and the remainder in fixed income.

 

Assets by category are shown below:

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets by category

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

55

 

34

 

 

89

 

19

 

24

 

 

43

 

22

 

30

 

 

52

 

Accounts Receivable

 

4

 

 

 

4

 

12

 

 

 

12

 

20

 

 

 

20

 

Equity securities

 

1,566

 

19

 

 

1,585

 

1,374

 

6

 

 

1,380

 

1,623

 

5

 

 

1,628

 

Debt securities - Corporate bonds

 

 

511

 

 

511

 

 

373

 

 

373

 

 

175

 

 

175

 

debt securities - Government bonds

 

509

 

483

 

 

992

 

323

 

627

 

 

950

 

370

 

416

 

 

786

 

Investments funds - Fixed Income

 

1,594

 

426

 

 

2,020

 

1,191

 

568

 

 

1,759

 

1,079

 

720

 

 

1,799

 

Investments funds - Equity

 

511

 

412

 

 

923

 

325

 

376

 

 

701

 

307

 

346

 

 

653

 

International investments

 

4

 

 

 

4

 

2

 

2

 

 

4

 

3

 

3

 

 

6

 

Structured investments - Private Equity funds

 

 

 

43

 

43

 

 

 

17

 

17

 

 

 

15

 

15

 

Structured investments - Real estate funds

 

 

 

 

 

 

 

1

 

1

 

 

 

1

 

1

 

Real estate

 

 

 

138

 

138

 

 

 

83

 

83

 

 

 

37

 

37

 

Loans to participants

 

 

 

207

 

207

 

 

 

162

 

162

 

 

 

151

 

151

 

Total

 

4,243

 

1,885

 

388

 

6,516

 

3,246

 

1,976

 

263

 

5,485

 

3,424

 

1,695

 

204

 

5,323

 

Funds not related to risk plans

 

 

 

 

 

 

 

(910

)

 

 

 

 

 

 

(723

)

 

 

 

 

 

 

(679

)

Fair value of plan assets at end of year

 

 

 

 

 

 

 

5,606

 

 

 

 

 

 

 

4,762

 

 

 

 

 

 

 

4,644

 

 

Measurement of overfunded plan assets at fair value with no observable market variables - level 3

 

 

 

Private Equity
Funds

 

Real State
Funds

 

Real State

 

Loans to
Participants

 

Total

 

Balance as of January 1º, 2010

 

10

 

 

25

 

124

 

159

 

Actual return on plan assets

 

(2

)

 

4

 

20

 

22

 

Assets purchases, sales and settlements

 

 

 

(2

)

(57

)

(59

)

Assets sold during the period

 

7

 

 

10

 

58

 

75

 

Cumulative translation adjustment

 

 

 

1

 

6

 

7

 

Transfers in and/ out of Level 3

 

 

1

 

(1

)

 

 

Balance as of December 31, 2010

 

15

 

1

 

37

 

151

 

204

 

Actual return on plan assets

 

(2

)

 

9

 

31

 

38

 

Assets purchases, sales and settlements

 

 

 

(2

)

(59

)

(61

)

Assets sold during the period

 

6

 

 

47

 

58

 

111

 

Cumulative translation adjustment

 

(2

)

 

(8

)

(19

)

(29

)

Balance as of December 31, 2011

 

17

 

1

 

83

 

162

 

263

 

Actual return on plan assets

 

1

 

 

35

 

27

 

63

 

Assets purchases, sales and settlements

 

(6

)

(1

)

(4

)

(71

)

(82

)

Assets sold during the period

 

34

 

 

12

 

105

 

151

 

Cumulative translation adjustment

 

(3

)

 

(9

)

(16

)

(28

)

Transfers in and/ out of Level 3

 

 

 

21

 

 

21

 

Balance as of December 31, 2012

 

43

 

 

138

 

207

 

388

 

 

Assets of underfunded other benefits plans abroad

 

Underfunded other benefits by asset category:

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets by category

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

1

 

 

 

1

 

1

 

 

 

1

 

13

 

 

 

13

 

 

45



Table of Contents

 

GRAPHIC

 

xi.                                  Disbursement of future cash flow

 

Vale expects to disburse in 2012 with pension plans and other benefits, US$407.

 

xii.                              Sensitivity related to the nominal growth rate of medical costs

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Present value of obligations

 

 

 

 

 

 

 

Increase of 1%

 

360

 

258

 

213

 

Decrease of 1%

 

(281

)

(206

)

(172

)

Interest and service cost

 

 

 

 

 

 

 

Increase of 1%

 

31

 

22

 

12

 

Decrease of 1%

 

(19

)

(18

)

(17

)

 

xiii.                          Estimated future benefit payments

 

The following table presents the expected benefit payments, which reflect future services, as follows:

 

 

 

December 31, 2012

 

 

 

Overfunded pension
plans

 

Underfunded pension
plans

 

Others underfunded
pension plans

 

2013

 

226

 

565

 

95

 

2014

 

223

 

457

 

96

 

2015

 

219

 

464

 

99

 

2016

 

215

 

472

 

100

 

2017

 

211

 

479

 

101

 

2018 and thereafter

 

981

 

2,398

 

490

 

 

a)                                     Participation in the results Plan

 

The Company, based in Participation in Results Program (“PPR”) allows defining, monitoring, evaluation and recognition of individual and collective performance of its employees.

 

The Participation in the Results of the Company for each employee is calculated individually according to the achievement of goals previously established by groups of indicators of the Company, Business Unit, Team and individual. The contribution of each group in the performance scores of employees is discussed and agreed each year, between us and the unions representing their employees.

 

The Company accrued expenses/costs related to participation in the result as follows:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Operational expenses

 

440

 

402

 

238

 

Cost of goods sold

 

488

 

494

 

320

 

Total

 

928

 

896

 

558

 

 

c)                                      Long-term compensation plan

 

Aiming to promote the vision of stockholder, in addition to increasing the ability to retain executives and to strengthen the culture of sustainability performance, Vale has a Long-term Compensation Plan, for some executives of the Company, covering 3-year cycles.

 

Under the terms of the plan, the participants may allocate a portion of their annual bonus to the plan. Part of the bonus allocated to the plan is used by the executive to purchase preferred stock of Vale, through a financial institution prescribed under market conditions and without any benefit provided by Vale.

 

The shares purchased by the executive have no restrictions and can according to own criteria of each participant, be sold at any time. However, the shares need to be kept for a period of three years and executives need to keep their employment relationship with the Vale during this period. the participant shall be entitled, in this manner, as long as the shares are not sold and employment relationship is maintained, to receive from the Vale, a payment in cash equivalent to the amount of stock holdings based on market quotations. The total number of stocks linked to the plan on December 31, 2012, 2011 and 2010 was 4,426,046, 3,012,538 and 2,458,627, respectively.

 

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Additionally, certain executives eligible to long-term incentives have the opportunity to receive at the end of a three years cycle a monetary value equivalent to market value of a determined number of stocks based on an assessment of their careers and performance factors measured as an indicator of total return to the Stockholders.

 

Liabilities are measured at fair value on the date of each issuance of the report, based on market rates. Compensation costs incurred are recognized by the defined vesting period of three years. On December 31, 2012, 2011 and 2010 we recorded a liability of US$ 87, US$ 109 and US$ 120 respectively, in the Statement of Income.

 

23 -                           Classification of financial instruments

 

The classification of financial assets and liabilities is shown in the following tables:

 

 

 

December 31, 2012

 

 

 

Loans and
receivables (a)

 

At fair value
through profit
or loss (b)

 

Derivatives
designated
as hedge (c)

 

Total

 

Financial assets

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

5,832

 

 

 

5,832

 

Short-term investments

 

 

246

 

 

246

 

Derivatives at fair value

 

 

265

 

16

 

281

 

Accounts receivable from customers

 

6,795

 

 

 

6,795

 

Related parties

 

384

 

 

 

384

 

 

 

13,011

 

511

 

16

 

13,538

 

Non current

 

 

 

 

 

 

 

 

 

Related parties

 

408

 

 

 

408

 

Loans and financing

 

246

 

 

 

246

 

Derivatives at fair value

 

 

40

 

5

 

45

 

 

 

654

 

40

 

5

 

699

 

Total of Assets

 

13,665

 

551

 

21

 

14,237

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Suppliers and contractors

 

4,529

 

 

 

4,529

 

Derivatives at fair value

 

 

346

 

1

 

347

 

Current portion of long-term debt

 

3,471

 

 

 

3,471

 

Related parties

 

207

 

 

 

207

 

 

 

8,207

 

346

 

1

 

8,554

 

Non current

 

 

 

 

 

 

 

 

 

Derivatives at fair value

 

 

783

 

 

783

 

Loans and financing

 

26,799

 

 

 

26,799

 

Related parties

 

72

 

 

 

72

 

Debentures

 

 

1,653

 

 

1,653

 

 

 

26,871

 

2,436

 

 

29,307

 

Total of Liabilities

 

35,078

 

2,782

 

1

 

37,861

 

 


(a)                                 Non-derivative financial instruments with determinable cash flow.

(b)                                 Financial instruments acquired with the purpose of trading in the short term.

(c)                                  See note 25a.

 

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December 31, 2011

 

 

 

Loans and
receivables (a)

 

At fair value
through profit
or loss (b)

 

Derivatives
designated
as hedge (c)

 

Total

 

Financial assets

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,531

 

 

 

3,531

 

Derivatives at fair value

 

 

434

 

161

 

595

 

Accounts receivable from customers

 

8,505

 

 

 

8,505

 

Related parties

 

82

 

 

 

82

 

 

 

12,118

 

434

 

161

 

12,713

 

Non current

 

 

 

 

 

 

 

 

 

Related parties

 

509

 

 

 

509

 

Loans and financing

 

210

 

 

 

210

 

Derivatives at fair value

 

 

60

 

 

60

 

 

 

719

 

60

 

 

779

 

Total of financial assets

 

12,837

 

494

 

161

 

13,492

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Suppliers and contractors

 

4,814

 

 

 

4,814

 

Derivatives at fair value

 

 

59

 

14

 

73

 

Current portion of long-term debt

 

1,495

 

 

 

1,495

 

Loans and financing

 

22

 

 

 

22

 

Related parties

 

24

 

 

 

24

 

 

 

6,355

 

59

 

14

 

6,428

 

Non current

 

 

 

 

 

 

 

 

 

Derivatives at fair value

 

 

663

 

 

663

 

Loans and financing

 

21,538

 

 

 

21,538

 

Related parties

 

91

 

 

 

91

 

Debentures

 

 

1,336

 

 

1,336

 

 

 

21,629

 

1,999

 

 

23,628

 

Total of financial liabilities

 

27,984

 

2,058

 

14

 

30,056

 

 


(a)                                 Non-derivative financial instruments with determinable cash flow.

(b)                                 Financial instruments acquired with the purpose of trading in the short term.

(c)                                  See note 25a.

 

 

 

December 31, 2010

 

 

 

Loans and
receivables (a)

 

At fair value
through profit
or loss (b)

 

Derivatives
designated
as hedge (c)

 

Total

 

Financial assets

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

7,584

 

 

 

7,584

 

Short-term investments

 

 

1,793

 

 

1,793

 

Derivatives at fair value

 

 

32

 

20

 

52

 

Accounts receivable from customers

 

8,211

 

 

 

8,211

 

Related parties

 

96

 

 

 

96

 

 

 

15,891

 

1,825

 

20

 

17,736

 

Non Current

 

 

 

 

 

 

 

 

 

Related parties

 

29

 

 

 

29

 

Loans and financing

 

164

 

 

 

164

 

Derivatives at fair value

 

 

301

 

 

301

 

 

 

193

 

301

 

 

494

 

Total of Assets

 

16,084

 

2,126

 

20

 

18,230

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Suppliers and contractors

 

3,558

 

 

 

3,558

 

Derivatives at fair value

 

 

35

 

 

35

 

Current portion of long-term debt

 

2,825

 

 

 

2,825

 

Loans and financing

 

139

 

 

 

139

 

Related parties

 

21

 

 

 

21

 

 

 

6,543

 

35

 

 

6,578

 

Non Current

 

 

 

 

 

 

 

 

 

Derivatives at fair value

 

 

8

 

53

 

61

 

Loans and financing

 

21,593

 

 

 

21,593

 

Related parties

 

2

 

 

 

2

 

Debentures

 

 

1,284

 

 

1,284

 

 

 

21,595

 

1,292

 

53

 

22,940

 

Total of Liabilities

 

28,138

 

1,327

 

53

 

29,518

 

 


(a)                                 Non-derivative financial instruments with determinable cash flow.

(b)                                 Financial instruments acquired with the purpose of trading in the short term.

(c)                                  See note 25a.

 

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23 -                           Fair Value Estimative

 

Due to the short-term cycle, it is assumed that the fair value of cash and cash equivalents balances, short-term investments, accounts receivable and accounts payable are close to their book values. For measurement and determination of fair value, the Company uses various methods including market approaches, income or cost, in order to estimate the value that market participants would use when pricing the asset or liability.  The financial assets and liabilities recorded at fair value should be classified and disclosed in accordance with the following levels:

 

Level 1 – Unadjusted quoted prices on an active, liquid and visible market for identical assets or liabilities that are accessible at the measurement date;

 

Level 2 - Quoted prices (adjusted or unadjusted) for identical or similar assets or liabilities on active markets; and

 

Level 3 - Assets and liabilities, where quoted prices, do not exist, or where prices or valuation techniques are supported by little or no market activity, unobservable or illiquid.

 

The tables below present the assets and liabilities of the parent and the consolidated company measured at fair value on December 31, 2012 , 2011 and 2010.

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Level 1

 

Level 2

 

Total (II)

 

Level 1

 

Level 2

 

Total (II)

 

Level 1

 

Level 2

 

Total (II)

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives at fair value through profit or loss

 

 

265

 

265

 

 

434

 

434

 

13

 

19

 

32

 

Derivatives designated as hedges

 

 

16

 

16

 

 

161

 

161

 

 

20

 

20

 

 

 

 

281

 

281

 

 

595

 

595

 

13

 

39

 

52

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives at fair value through profit or loss

 

 

40

 

40

 

 

60

 

60

 

 

301

 

301

 

Derivatives designated as hedges

 

 

5

 

5

 

 

 

 

 

 

 

 

 

 

45

 

45

 

 

60

 

60

 

 

301

 

301

 

Total of Assets

 

 

326

 

326

 

 

655

 

655

 

13

 

340

 

353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives at fair value through profit or loss

 

2

 

344

 

346

 

 

59

 

59

 

12

 

23

 

35

 

Derivatives designated as hedges

 

 

1

 

1

 

 

14

 

14

 

 

 

 

 

 

2

 

345

 

347

 

 

73

 

73

 

12

 

23

 

35

 

Non-Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives at fair value through profit or loss

 

 

783

 

783

 

 

663

 

663

 

 

8

 

8

 

Derivatives designated as hedges

 

 

 

 

 

 

 

 

53

 

53

 

Stockholders’ debentures

 

 

1,653

 

1,653

 

 

1,336

 

1,336

 

 

1,284

 

1,284

 

 

 

 

2,436

 

2,436

 

 

1,999

 

1,999

 

 

1,345

 

1,345

 

Total of Liabilities

 

2

 

2,781

 

2,783

 

 

2,072

 

2,072

 

12

 

1,368

 

1,380

 

 


(II) No classification according to the level 3.

 

a)                                     Methods and Techniques of Evaluation

 

i.                                         Assets and liabilities at fair value through profits or loss

 

Comprise derivatives not designated as hedges and stockholders’ debentures.

 

·                                          Derivatives designated or not as hedge

 

The financial instruments were evaluated by calculating their present value through the use of curves that impact the instrument on the dates of verification. The curves and prices used in the calculation for each group of instruments are detailed in the “market curves”.

 

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The pricing method used in the case of European options is the Black & Scholes model. In this model, the fair value of the derivative is a function of volatility and price of the underlying asset, the exercise price of the option, the interest rate and period to maturity. In the case of options when the income is a function of the average price of the underlying asset over a period of life of the option, called Asian, we use the model of Turnbull & Wakeman. In this model, besides the factors that influence the option price in the Black-Scholes model, is considered the forming period of the average price.

 

In the case of swaps, both the present value of the active tip and the passive tip are estimated by discounting cash flows by the interest rate of the currency in which the swap is denominated. The difference between the present value of active tip and passive tip of swap generates its fair value.

 

In the case of swaps tied to TJLP “Long-Term Interest Rate”, the calculation of fair value considers the TJLP constant, that is, projections of future cash flows in Brazilian real are made considering the last TJLP disclosed.

 

Contracts for the purchase or sale of products, inputs and costs of selling with future settlement are priced using the forward curves for each product. Typically, these curves are obtained in the stock exchange where the products are traded, such as the London Metals Exchange (LME), the COMEX (Commodity Exchange) or other providers of market prices. When there is no price for the desired maturity, Vale uses interpolation between the available maturities.

 

·                                          Stockholders’ Debentures

 

Comprise the debentures issued on behalf of the privatization process (see note 29(b)), whose fair values are measured based on market approach, and its reference prices are available on the secondary market.

 

i.                                         Assets available-for-sales

 

Comprise the assets that are not held-to-maturity, for strategic reasons. Comprise investments that are valued based on quoted prices in active markets where available or internal assessments based on expected future cash flows of the assets.

 

b)                                     Fair value measurement compared to book value

 

For the loans allocated in the level 1, the evaluation method used to estimate the fair value of debt is the market approach to the contracts listed on the secondary market. And for the loans allocated in the level 2, the fair value for both fixed-indexed rate debt and floating rate is determined from the discounted cash flow using the future values of the Libor rate and the curve of Vale’s Bonds (income approach).

 

The fair values and carrying amounts of non-current loans (net of interest) are shown in the table below:

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Fair value

 

Carrying

 

Fair value

 

Carrying

 

Fair value

 

Carrying

 

 

 

Level 1

 

Level 2

 

Total (a)

 

amount

 

Level 1

 

Level 2

 

Total (a)

 

amount

 

Level 1

 

Level 2

 

Total (a)

 

amount

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

 

 

 

 

 

 

 

 

 

1,793

 

1,793

 

1,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (long term) (b)

 

25,817

 

6,907

 

32,724

 

29,845

 

(18,181

)

(6,131

)

(24,312

)

(22,700

)

(19,730

)

(5,534

)

(25,264

)

(24,071

)

Perpetual notes (c)

 

 

72

 

72

 

72

 

 

(80

)

(80

)

(80

)

 

 

 

 

 


(a)                                 No classification according to the level 3.

(b)                                 Net interest of US$ 425, US$ 333 and US$ 347 on December 31, 2012, 2011 and 2010, respectively.

(c)                                  Classified on “Related parties” (Non-current liabilities).

 

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24.                               Stockholders’ Equity

 

a)                                     Capital

 

The Stockholders’ Equity is represented by common and preferred non-redeemable shares without par value. Preferred shares have the same rights as common shares, with the exception of voting for election of members of the Board of Directors. The Board of Directors may, regardless of changes to bylaws, issuing new shares (authorized capital), including the capitalization of profits and reserves to the extent authorized.

 

In December 31 2012, the capital was US$60,578 corresponding to 5,365,304,100 (3,256,724,482 common and 2,108,579,618 preferred) shares with no par value.

 

 

 

December 31, 2012

 

Stockholders

 

ON

 

PNA

 

Total

 

Valepar S.A.

 

1,716,435,045

 

20,340,000

 

1,736,775,045

 

Brazilian Government (Golden Share)

 

 

12

 

12

 

Foreign investors - ADRs

 

678,752,292

 

740,850,726

 

1,419,603,018

 

FMP - FGTS

 

93,278,145

 

 

93,278,145

 

PIBB - BNDES

 

1,921,106

 

2,859,336

 

4,780,442

 

BNDESPar

 

206,378,881

 

67,342,071

 

273,720,952

 

Foreign institutional investors in the local market

 

251,342,812

 

442,520,400

 

693,863,212

 

Institutional investors

 

181,510,919

 

366,954,770

 

548,465,689

 

Retail investors in the country

 

56,033,800

 

326,854,611

 

382,888,411

 

Treasure stock in the country

 

71,071,482

 

140,857,692

 

211,929,174

 

Total

 

3,256,724,482

 

2,108,579,618

 

5,365,304,100

 

 

b)                                     Revenue reserves

 

The values of the retained earnings are distributed as:

 

 

 

Investments reserve

 

Legal reserve

 

Tax incentive reseve

 

Total of undistributed
revenue reserves

 

Balance as of january 1º, 2010

 

25,939

 

2,238

 

121

 

28,298

 

Capitalization of reserves

 

(1,461

)

 

(79

)

(1,540

)

Additional remuneration to securities

 

(308

)

 

 

(308

)

Allocation of income

 

13,380

 

1,029

 

582

 

14,991

 

Cumulative translation adjustmnets

 

1,872

 

154

 

37

 

2,063

 

Balance as of December 31, 2010

 

39,422

 

3,421

 

661

 

43,504

 

Capitalization of reserves

 

(12,240

)

 

(142

)

(12,382

)

Allocation of income

 

13,846

 

1,012

 

533

 

15,391

 

Cumulative translation adjustmnets

 

(4,266

)

(370

)

(71

)

(4,707

)

Balance as of December 31, 2011

 

36,762

 

4,063

 

981

 

41,806

 

Allocation of income

 

303

 

423

 

465

 

1,191

 

Cumulative translation adjustmnets

 

(3,264

)

(504

)

(256

)

(4,024

)

Balance as of December 31, 2012

 

33,801

 

3,982

 

1,190

 

38,973

 

 

Investment reserve aims to ensure the maintenance and development for activities that comprise the Company’s purpose in an amount not exceeding 50% of net income.

 

Legal reserve is a requirement for all Brazilian Public Company and represents ownership of 5% of annual net income based on Brazilian law, up to 20% of the capital.

 

Tax incentive reserve resulting from the option to designate a portion of the income tax for investments in projects approved by the Brazilian Government as well as tax incentives (Note 20).

 

c)                                      Resources linked to the future mandatory conversion in shares

 

In June 2012, the convertible notes series VALE and VALE.P-2012 were converted into ADS and represent an aggregate of 15,839,592 common shares and 40,241,968 preferred class A shares. The Conversion was made using 56,081,560 treasury stocks held by the Company. The difference between the book value of the treasury stocks R$ 2.079.018 and the total amount received R$ 2.128.536 was recognized in the stockholder’s equity, with no profit or loss impact.

 

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d)             Treasury stocks

 

In November 2011, as part of the buy-back program approved in June 2011, we concluded the acquisitions of 39,536,080 common shares, at an average price of US$ 26.25 per share, and 81,451,900 preferred shares, at an average price of US$ 24.09 per share (including shares of each class in the form of ADR), for a total aggregate purchase price of US$ 3,000. The repurchased shares represent 3.1% of the free float of common shares, and 4.24% of the free float of preferred shares, outstanding before the launch of the program. The shares acquired will be held in treasury for cancellation.

 

In December 31, 2012, there are 2111,929,174 treasury stocks, in the amount of US$ 4,477, as follows

 

 

 

Classes of shares

 

Amount (thousands of
reais)

 

Quantity of shares

 

Common

 

Preferred

 

Total

 

Balance as of January 1º, 2010

 

77,581,904

 

74,997,899

 

152,579,803

 

Addition

 

48,197,700

 

21,682,700

 

69,880,400

 

Reduction

 

(26,130,033

)

(49,305,205

)

(75,435,238

)

Balance as of December 31, 2010

 

99,649,571

 

47,375,394

 

147,024,965

 

Addition

 

81,451,900

 

39,536,080

 

120,987,980

 

Reduction

 

(1,657

)

(267

)

(1,924

)

Balance as of December 31, 2011

 

181,099,814

 

86,911,207

 

268,011,021

 

Reduction

 

(40,242,122

)

(15,839,725

)

(56,081,847

)

Balance as of December 31, 2012

 

140,857,692

 

71,071,482

 

211,929,174

 

 

 

 

Year ended as of December 31, 2012

 

 

 

Common

 

Preferred

 

Unit acquisition cost

 

 

 

 

 

Low

 

10.27

 

7.17

 

Average

 

18.40

 

19.18

 

High

 

28.05

 

24.27

 

 

 

 

Year ended as of December 31,

 

 

 

2012

 

2011

 

2010

 

Average quoted market price

 

 

 

 

 

 

 

Common

 

19.37

 

26.26

 

16.66

 

Preferred

 

18.84

 

24.11

 

18.72

 

 

e)             Basic and diluted earnings per share

 

The value of basic earnings per shares and diluted were calculated as follows:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Net income from continuing operations attributable to the Company’s stockholders

 

 

 

 

 

 

 

Discontinued oprations, net of tax

 

5,116

 

22,788

 

17,257

 

Net income attributable to the Company’s stockholders

 

 

 

(125

)

 

 

5,116

 

22,788

 

17,132

 

Basic and diluted earnings per share:

 

 

 

 

 

 

 

Income available to preferred stockholders

 

1,953

 

8,816

 

6,719

 

Income available to common stockholders

 

3,163

 

13,972

 

10,413

 

Total

 

5,116

 

22,788

 

17,132

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding (thousands of shares) - preferred shares

 

1,933,491

 

2,031,315

 

2,083,068

 

Weighted average number of shares outstanding (thousands of shares) - common shares

 

3,172,179

 

3,215,479

 

3,228,439

 

Total

 

5,105,670

 

5,246,794

 

5,311,507

 

 

 

 

 

 

 

 

 

Basic earnings per preferred and common share

 

 

 

 

 

 

 

For continued operation

 

0.99

 

4.34

 

3.25

 

for discontinued operation

 

0.99

 

 

(0.02

)

 

 

 

 

 

 

 

 

Diluted earnings per preferred and common share

 

 

 

 

 

 

 

For continued operation

 

0.99

 

4.34

 

3.25

 

for discontinued operation

 

0.99

 

 

(0.02

)

 

52



Table of Contents

 

GRAPHIC

 

f)             Remuneration of stockholders

 

 

 

Remuneration attributed to Stockholders

 

 

 

Total amount

 

Amount per
outstanding common
or preferred share

 

Amount paid in 2010 regarding 2009

 

 

 

 

 

First installment - April

 

1,250

 

0.239797835

 

Second installment - October

 

1,250

 

0.239542495

 

Additional remuneration - October

 

500

 

0.095816998

 

Amount paid in 2011 regarding 2010

 

 

 

 

 

First installment - April

 

2,000

 

0.383268113

 

Additional remuneration - August

 

3,000

 

0.576780063

 

Second installment - August

 

2,000

 

0.389166668

 

Additional remuneration - October

 

1,000

 

0.194583334

 

Amount paid in 2012 regarding 2011

 

 

 

 

 

First installment - April

 

3,000

 

0.588547644

 

Second installment - October

 

3,000

 

0.582142779

 

 

The following, proposal for allocation of 2012 stockholders remuneration:

 

Net income

 

5,956

 

Legal reserve

 

(267

)

Tax incentive reserve

 

(292

)

Adjusted net income

 

5,397

 

 

 

 

 

Dividends:

 

 

 

Mandatory minimum - 25% (R$ 0,232159874 per outstanding share as dividends)

 

1,196

 

Statutory dividend on preferred shares:

 

 

 

3% of stockholders’ equity (R$ 0,477840007 per outstanding share as dividends)

 

940

 

6% of capital (R$ 0,439814769 per outstanding share as dividends)

 

866

 

 

 

 

 

Remuneration:

 

 

 

Interest on capital anticipated in April 2012

 

1,731

 

Interest on capital anticipated in October 2012

 

1,334

 

Interim dividends in October 2012

 

1,676

 

Remuneration to stockholders

 

4,741

 

 

53



Table of Contents

 

GRAPHIC

 

25.          Derivatives

 

a)            Effects of Derivatives on the Statement of Financial Position

 

 

 

Assets

 

Liabilites

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Current

 

Non-current

 

Current

 

Non-current

 

Current

 

Non-current

 

Current

 

Non-current

 

Current

 

Non-current

 

Current

 

Non-current

 

Derivatives not designated as hedge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange and interest rate risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDI & TJLP vs. US$ fixed and floating rate swap

 

249

 

1

 

410

 

60

 

 

300

 

340

 

700

 

49

 

590

 

 

 

EURO floating rate vs. US$ fixed rate swap

 

 

 

 

 

1

 

 

 

 

 

 

 

 

US$ floating rate vs. US$ fixed rate swap

 

 

 

 

 

 

 

 

 

 

 

4

 

 

Eurobonds Swap

 

 

39

 

 

 

 

 

4

 

18

 

4

 

32

 

 

8

 

Treasury future

 

 

 

19

 

 

 

1

 

 

 

5

 

41

 

 

 

AUD floating rate vs. Fixed USD rate swap

 

 

 

 

 

2

 

 

 

 

 

 

 

 

Pre dollar swap

 

16

 

 

 

 

 

 

 

63

 

 

 

 

 

 

 

265

 

40

 

429

 

60

 

3

 

301

 

344

 

781

 

58

 

663

 

4

 

8

 

Commodities price risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nickel:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed price program

 

 

 

1

 

 

13

 

 

2

 

 

1

 

 

12

 

 

Purchase program

 

 

 

 

 

 

 

 

 

 

 

15

 

 

Maritime Freight Hiring Protection Program

 

 

 

 

 

 

 

 

 

 

 

2

 

 

Bunker Oil Hedge

 

 

 

4

 

 

16

 

 

 

 

 

 

 

 

Coal

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

5

 

 

29

 

 

2

 

 

1

 

 

31

 

 

Embedded derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

Derivatives designated as hedge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bunker Oil Hedge

 

 

 

 

 

 

 

1

 

 

 

 

 

 

Strategic Nickel

 

13

 

 

161

 

 

 

 

 

 

14

 

 

 

53

 

Foreign exchange cash flow hedge

 

3

 

5

 

 

 

 

 

 

 

 

 

 

 

Aluminum

 

 

 

 

 

20

 

 

 

 

 

 

 

 

 

 

16

 

5

 

161

 

 

20

 

 

1

 

 

14

 

 

 

53

 

Total

 

281

 

45

 

595

 

60

 

52

 

301

 

347

 

783

 

73

 

663

 

35

 

61

 

 

54



Table of Contents

 

GRAPHIC

 

b)            Effects of derivatives in the statement of income

 

 

 

Amount of gain or(loss) recognized as financial
income (expense)

 

Financial settlement (inflows)/ Outflows

 

Amount of gain or (loss) recognized in OCI

 

 

 

Year ended December 31,

 

Year ended December 31,

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

2012

 

2011

 

2010

 

2012

 

2011

 

2010

 

Derivatives not designated as hedge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange and interest rate risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDI & TJLP vs. US$ fixed and floating rate swap

 

(315

)

(92

)

451

 

(325

)

(337

)

(956

)

 

 

 

EURO floating rate vs. US$ fixed rate swap

 

 

 

(1

)

 

 

1

 

 

 

 

US$ floating rate vs. US$ fixed rate swap

 

 

 

(2

)

 

4

 

3

 

 

 

 

Eurobonds Swap

 

50

 

(30

)

(5

)

4

 

1

 

(1

)

 

 

 

Swap Convertibles

 

 

 

37

 

 

 

(37

)

 

 

 

US$ fixed rate vs. CDI swap

 

 

69

 

 

 

(68

)

 

 

 

 

South African randes forward

 

 

(8

)

 

 

8

 

 

 

 

 

Treasury future

 

9

 

(12

)

 

(3

)

6

 

 

 

 

 

AUD floating rate vs. Fixed USD rate swap

 

 

 

3

 

 

(2

)

(9

)

 

 

 

Pre dollar swap

 

(7

)

(23

)

4

 

(19

)

(1

)

(2

)

 

 

 

 

 

(263

)

(96

)

487

 

(343

)

(389

)

(1,001

)

 

 

 

Commodities price risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nickel:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed price program

 

(1

)

39

 

4

 

2

 

(41

)

(7

)

 

 

 

Strategic program

 

 

15

 

(87

)

 

 

105

 

 

 

 

Copper:

 

 

1

 

 

 

 

 

 

 

 

Maritime Freight Hiring

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Protection Program

 

 

 

(5

)

 

2

 

(24

)

 

 

 

Bunker Oil Hedge

 

1

 

37

 

4

 

(5

)

(48

)

(34

)

 

 

 

Aluminum

 

 

 

 

 

7

 

16

 

 

 

 

Coal

 

 

 

(4

)

 

2

 

3

 

 

 

 

 

 

 

92

 

(88

)

(3

)

(78

)

59

 

 

 

 

Embedded derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas

 

(2

)

 

 

 

 

 

 

 

 

Energy - Aluminum options

 

 

(7

)

(51

)

 

 

 

 

 

 

 

 

(2

)

(7

)

(51

)

 

 

 

 

 

 

Derivatives designated as hedge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bunker Oil Hedge

 

 

 

 

(1

)

 

47

 

(1

)

 

 

Strategic Nickel

 

172

 

49

 

(1

)

(172

)

(48

)

 

(149

)

184

 

(41

)

Foreign exchange cash flow hedge

 

(27

)

37

 

284

 

26

 

(50

)

(330

)

29

 

(60

)

(5

)

Aluminum

 

 

 

 

 

 

 

 

5

 

71

 

 

 

 145

 

86

 

283

 

(147

)

(98

)

(283

)

(121

)

129

 

25

 

Total

 

(120

)

75

 

631

 

(493

)

(565

)

(1,225

)

(121

)

129

 

25

 

 

The maturities dates of the consolidated financial instruments are as follows:

 

 

 

Maturities dates

 

Moedas/Juros

 

Janeiro 2023

 

Gás

 

Abril 2016

 

Niquel

 

Abril 2013

 

Cobre

 

Abril 2013

 

 

55



Table of Contents

 

GRAPHIC

 

Sensitivity analysis for Derivatives Instruments (all amounts in US$ million)

 

Sensitivity analysis - Foreign Exchange and Interest Rate Derivative Positions

 

Amounts in US$ million

 

Program

 

Instrument

 

Risk

 

Fair
Value

 

Scenario
I

 

Scenario
II

 

Scenario
III

 

Scenario IV

 

Protection program for the Real denominated debt indexed to CDI

 

CDI vs. USD fixed rate swap

 

USD/BRL fluctuation

 

 

 

(1.158

)

1.158

 

(2.317

)

2.317

 

 

 

 

 

USD interest rate inside Brazil variation

 

(523

)

(38

)

37

 

(77

)

72

 

 

 

 

 

Brazilian interest rate fluctuation

 

 

 

(9

)

8

 

(18

)

15

 

 

 

 

 

USD Libor variation

 

 

 

(0

)

0

 

(1

)

1

 

 

 

CDI vs. USD floating rate swap

 

USD/BRL fluctuation

 

 

 

(64

)

64

 

(129

)

129

 

 

 

 

 

Brazilian interest rate fluctuation

 

 

 

(0,2

)

0,2

 

(1

)

0

 

 

 

 

 

USD Libor variation

 

(40

)

(0,01

)

0,01

 

(0,02

)

0,02

 

 

 

Protected Items - Real denominated debt

 

USD/BRL fluctuation

 

n.a.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Protection program for the Real denominated debt indexed to TJLP

 

TJLP vs. USD fixed rate swap

 

USD/BRL fluctuation

 

 

 

(607

)

607

 

(1.214

)

1.214

 

 

 

 

 

USD interest rate inside Brazil variation

 

(184

)

(44

)

42

 

(91

)

82

 

 

 

 

 

Brazilian interest rate fluctuation

 

 

 

(127

)

140

 

(242

)

296

 

 

 

 

 

TJLP interest rate fluctuation

 

 

 

(94

)

93

 

(189

)

190

 

 

 

 

 

USD Libor variation

 

 

 

0

 

0

 

0

 

0

 

 

 

TJLP vs. USD floating rate swap

 

USD/BRL fluctuation

 

 

 

(81

)

81

 

(162

)

162

 

 

 

 

 

USD interest rate inside Brazil variation

 

(42

)

(7

)

6

 

(14

)

12

 

 

 

 

 

Brazilian interest rate fluctuation

 

 

 

(16

)

18

 

(31

)

39

 

 

 

 

 

TJLP interest rate fluctuation

 

 

 

(12

)

12

 

(25

)

25

 

 

 

 

 

USD Libor variation

 

 

 

(3

)

3

 

(6

)

6

 

 

 

Protected Items - Real denominated debt

 

USD/BRL fluctuation

 

n.a.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Protection program for the Real denominated fixed rate debt

 

BRL fixed rate vs. USD

 

USD/BRL fluctuation

 

 

 

(101

)

101

 

(203

)

203

 

 

 

 

 

USD interest rate inside Brazil variation

 

(47

)

(5

)

5

 

(11

)

10

 

 

 

 

 

Brazilian interest rate fluctuation

 

 

 

(17

)

19

 

(33

)

39

 

 

 

Protected Items - Real denominated debt

 

USD/BRL fluctuation

 

n.a.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Protection Program for the Euro denominated debt

 

EUR fixed rate vs. USD fixed rate swap

 

USD/BRL fluctuation

 

 

 

(4

)

4

 

(8

)

8

 

 

 

 

 

EUR/USD fluctuation

 

17

 

(380

)

380

 

(760

)

760

 

 

 

 

 

EUR Libor variation

 

 

 

(24

)

26

 

(47

)

54

 

 

 

 

 

USD Libor variation

 

 

 

(28

)

26

 

(59

)

50

 

 

 

Protected Items - Euro denominated debt

 

EUR/USD fluctuation

 

n.a.

 

380

 

(380

)

760

 

(760

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Exchange hedging program for disbursements in Canadian dollars (CAD)

 

CAD Forward

 

USD/BRL fluctuation

 

 

 

(2

)

2

 

(4

)

4

 

 

 

 

 

CAD/USD fluctuation

 

8

 

(334

)

334

 

(668

)

668

 

 

 

 

 

CAD Libor variation

 

 

 

(6

)

6

 

(12

)

12

 

 

 

 

 

USD Libor variation

 

 

 

(2

)

2

 

(3

)

3

 

 

 

Protected Items - Disbursement in Canadian dollars

 

CAD/USD fluctuation

 

n.a.

 

334

 

(334

)

668

 

(668

)

 

Sensitivity analysis - Commodity Derivative Positions

 

Amounts in US$ million

 

Program

 

Instrument

 

Risk

 

Fair
Value

 

Scenario
I

 

Scenario
II

 

Scenario
III

 

Scenario IV

 

Nickel purchase protection program

 

Sale of nickel future/forward contracts

 

Nickel price fluctuation

 

 

 

(1

)

1

 

(2

)

2

 

 

 

 

 

Libor USD fluctuation

 

0

 

0

 

0

 

0

 

0

 

 

 

 

 

USD/BRL fluctuation

 

 

 

0

 

0

 

0

 

0

 

 

 

Protected Item: Part of Vale’s revenues linked to Nickel price

 

Nickel price fluctuation

 

n.a.

 

1

 

(1

)

2

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copper Scrap Purchase Protection Program

 

Sale of copper future/forward contracts

 

Copper price fluctuation

 

 

 

(0,9

)

0,9

 

(1,7

)

1,7

 

 

 

 

 

Libor USD fluctuation

 

0,01

 

0

 

0

 

0

 

0

 

 

 

 

 

BRL/USD fluctuation

 

 

 

0

 

0

 

0

 

0

 

 

 

Protected Item: Part of Vale’s revenues linked to Copper price

 

Copper price fluctuation

 

n.a.

 

0,9

 

(0,9

)

1,7

 

(1,7

)

 

Sensitivity analysis - Embedded Derivative Positions

 

Amounts in US$ million

 

Program

 

Instrument

 

Risk

 

Fair
Value

 

Scenario
I

 

Scenario
II

 

Scenario
III

 

Scenario IV

 

Embedded derivatives - Raw material purchase (Nickel)

 

Embedded derivatives - Raw material purchase

 

Nickel price fluctuation

 

 

 

(11

)

11

 

(21

)

21

 

 

 

 

 

BRL/USD fluctuation

 

1,0

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Embedded derivatives - Raw material purchase (Copper)

 

Embedded derivatives - Raw material purchase

 

Copper price fluctuation

 

 

 

(14

)

14

 

(29

)

29

 

 

 

 

 

BRL/USD fluctuation

 

0,4

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Embedded derivatives - Gas purchase for Pelletizing Company in Oman

 

Embedded derivatives - Gas purchase

 

Pellet price fluctuation

 

 

 

(3

)

2

 

(9

)

2

 

 

 

 

 

BRL/USD fluctuation

 

(2,3

)

(1

)

1

 

(1

)

1

 

 

Sensitivity analysis

 

Debt and Cash Investments

 

 

 

 

 

 

Amounts in US$ million

 

Program

 

Instrument

 

Risk

 

Scenario
I

 

Scenario
II

 

Scenario
III

 

Scenario IV

 

Funding

 

Debt denominated in BRL

 

No fluctuation

 

 

 

 

 

Funding

 

Debt denominated in USD

 

USD/BRL fluctuation

 

(4.809

)

4.809

 

(9.619

)

9.619

 

Cash Investments

 

Cash denominated in BRL

 

No fluctuation

 

 

 

 

 

Cash Investments

 

Cash denominated in USD

 

USD/BRL fluctuation

 

(1.227

)

1.227

 

(2.453

)

2.453

 

Cash Investments

 

Cash denominated in EUR

 

EUR/BRL fluctuation

 

(17

)

17

 

(34

)

34

 

Cash Investments

 

Cash denominated in CAD

 

CAD/BRL fluctuation

 

(18

)

18

 

(35

)

35

 

Cash Investments

 

Cash denominated in GBP

 

GBP/BRL fluctuation

 

(3

)

3

 

(6

)

6

 

Cash Investments

 

Cash denominated in AUD

 

AUD/BRL fluctuation

 

(26

)

26

 

(53

)

53

 

 

56



Table of Contents

 

GRAPHIC

 

26 -         Information by Business Segment and Consolidated Revenues by Geographic Area

 

The information presented to the Executive Board with the respective performance of each segment are usually derived from the accounting records maintained in accordance with the best accounting practices, with some reallocation between segments.

 

a)            Results by segment

 

 

 

Year ended as of December 31, 2012

 

 

 

Bulk Materials

 

Basic Metals

 

Fertilizers

 

Logistic

 

Others

 

Total

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

35,126

 

7,131

 

3,570

 

1,387

 

480

 

47,694

 

Cost and expenses

 

(17,692

)

(6,563

)

(2,940

)

(1,346

)

(1,011

)

(29,552

)

Loss on sale of assets

 

(377

)

 

(129

)

 

 

(506

)

Impairment on assets

 

(1,029

)

(2,848

)

 

 

(146

)

(4,023

)

Depreciation, depletion and amortization

 

(1,899

)

(1,647

)

(463

)

(238

)

(41

)

(4,288

)

Operating income

 

14,129

 

(3,927

)

38

 

(197

)

(718

)

9,325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial result

 

(4,209

)

194

 

(46

)

(60

)

14

 

(4,107

)

Equity results from associates and joint ventures

 

771

 

(20

)

 

112

 

(218

)

645

 

Income taxes

 

(337

)

75

 

1,206

 

(18

)

268

 

1,194

 

Impairment on investment

 

 

(975

)

 

 

(966

)

(1,941

)

Noncontrolling interests

 

65

 

207

 

(54

)

 

39

 

257

 

Income attributable to the company’s stockholders

 

10,419

 

(4,446

)

1,144

 

(163

)

(1,581

)

5,373

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales classified by geographic area:

 

 

 

 

 

 

 

 

 

 

 

 

 

America, except United States

 

715

 

996

 

60

 

36

 

16

 

1,823

 

United States of America

 

108

 

1,137

 

53

 

 

36

 

1,334

 

Europe

 

5,834

 

2,194

 

148

 

 

23

 

8,199

 

Middle East/Africa/Oceania

 

1,550

 

96

 

7

 

 

 

1,653

 

Japan

 

4,202

 

722

 

 

 

7

 

4,931

 

China

 

16,743

 

895

 

 

 

 

17,638

 

Asia, except Japan and China

 

2,947

 

1,009

 

91

 

 

2

 

4,049

 

Brazil

 

3,027

 

82

 

3,211

 

1,351

 

396

 

8,067

 

Net revenue

 

35,126

 

7,131

 

3,570

 

1,387

 

480

 

47,694

 

 

 

 

Year ended as of December 31, 2011

 

 

 

Bulk Materials

 

Basic Metals

 

Fertilizers

 

Logistic

 

Others

 

Total

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

46,088

 

9,599

 

3,322

 

1,456

 

481

 

60,946

 

Cost and expenses

 

(16,255

)

(6,745

)

(2,632

)

(1,318

)

(1,285

)

(28,235

)

Gain on sale of assets

 

 

1,494

 

 

 

 

1,494

 

Depreciation, depletion and amortization

 

(1,669

)

(1,572

)

(458

)

(229

)

(16

)

(3,944

)

Operating income

 

28,164

 

2,776

 

232

 

(91

)

(820

)

30,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial result

 

(3,240

)

21

 

(70

)

(200

)

(84

)

(3,573

)

Equity results from associates and joint ventures

 

1,098

 

101

 

 

125

 

(186

)

1,138

 

Income taxes

 

(4,205

)

(948

)

(109

)

(9

)

 

(5,271

)

Noncontrolling interests

 

105

 

88

 

(31

)

 

71

 

233

 

Income attributable to the Company’s stockholders

 

21,922

 

2,038

 

22

 

(175

)

(1,019

)

22,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales classified by geographic area:

 

 

 

 

 

 

 

 

 

 

 

 

 

America, except United States

 

1,181

 

1,380

 

44

 

 

21

 

2,626

 

United States of America

 

98

 

1,571

 

1

 

 

2

 

1,672

 

Europe

 

8,815

 

2,456

 

153

 

 

62

 

11,486

 

Middle East/Africa/Oceania

 

1,767

 

150

 

1

 

 

1

 

1,919

 

Japan

 

5,987

 

1,243

 

 

 

8

 

7,238

 

China

 

20,086

 

1,235

 

 

 

99

 

21,420

 

Asia, except Japan and China

 

3,640

 

1,394

 

35

 

 

1

 

5,070

 

Brazil

 

4,514

 

170

 

3,088

 

1,456

 

287

 

9,515

 

Net revenue

 

46,088

 

9,599

 

3,322

 

1,456

 

481

 

60,946

 

 

57



Table of Contents

 

GRAPHIC

 

 

 

Year ended as of December 31, 2010

 

 

 

Bulk Materials

 

Basic Metals

 

Fertilizers

 

Logistic

 

Others

 

Total

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

35,513

 

8,139

 

1,739

 

1,235

 

403

 

47,029

 

Cost and expenses

 

(12,624

)

(5,888

)

(1,563

)

(890

)

(264

)

(21,229

)

Research and development

 

(289

)

(277

)

(72

)

(75

)

(165

)

(878

)

Depreciation, depletion and amortization

 

(1,368

)

(1,359

)

(200

)

(146

)

(19

)

(3,092

)

Operating income

 

21,232

 

615

 

(96

)

124

 

(45

)

21,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial result

 

(525

)

(78

)

25

 

(27

)

(958

)

(1,563

)

Discontinued operations, net of tax

 

 

(125

)

 

 

 

(125

)

Equity results from associates

 

1,023

 

(10

)

 

94

 

(110

)

997

 

Income taxes

 

(3,974

)

250

 

(10

)

15

 

27

 

(3,692

)

Noncontrolling interests

 

4

 

(209

)

19

 

 

(4

)

(190

)

Income attributable to the company’s stockholders

 

17,760

 

443

 

(62

)

206

 

(1,090

)

17,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales classified by geographic area:

 

 

 

 

 

 

 

 

 

 

 

 

 

America, except United States

 

823

 

1,170

 

32

 

12

 

4

 

2,041

 

United States of America

 

77

 

740

 

 

 

15

 

832

 

Europe

 

6,833

 

2,067

 

4

 

 

44

 

8,948

 

Middle East/Africa/Oceania

 

1,569

 

217

 

11

 

 

 

1,797

 

Japan

 

3,859

 

1,371

 

 

 

10

 

5,240

 

China

 

16,088

 

923

 

 

 

24

 

17,035

 

Asia, except Japan and China

 

2,712

 

1,445

 

8

 

 

9

 

4,174

 

Brazil

 

3,552

 

206

 

1,684

 

1,223

 

297

 

6,962

 

Net revenue

 

35,513

 

8,139

 

1,739

 

1,235

 

403

 

47,029

 

 

58



Table of Contents

 

GRAPHIC

 

 

 

Year ended in December 31, 2012

 

 

 

Net revenues

 

Cost and
expenses

 

Research and
development

 

Pre operation
and idle
capacite

 

Operating
profit

 

Depreciation,
depletion and
amortization

 

Impairment

 

Operating
income

 

Property, plant
and equipment

and intangible

 

Additions to
property, plant
and equipment

 

Investments

 

Bulk Material

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Iron ore

 

26,931

 

(12,473

)

(617

)

 

13,841

 

(1,421

)

 

12,420

 

35,135

 

7,691

 

92

 

Pellets

 

6,560

 

(2,387

)

 

(321

)

3,852

 

(235

)

 

3,617

 

2,019

 

383

 

1,106

 

Manganese and ferroallows

 

543

 

(353

)

 

 

190

 

(45

)

 

145

 

302

 

177

 

 

Coal

 

1,092

 

(1,398

)

(115

)

(28

)

(449

)

(198

)

(1,029

)

(1,676

)

3,616

 

1,082

 

281

 

 

 

35,126

 

(16,611

)

(732

)

(349

)

17,434

 

(1,899

)

(1,029

)

14,506

 

41,072

 

9,333

 

1,479

 

Base Metals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nickel and other products (a)

 

5,975

 

(4,142

)

(299

)

(1,029

)

505

 

(1,508

)

(2,848

)

(3,851

)

30,474

 

2,792

 

31

 

Copper (b)

 

1,156

 

(876

)

(96

)

(121

)

63

 

(139

)

 

(76

)

4,536

 

819

 

252

 

Aluminum products

 

 

 

 

 

 

 

 

 

 

 

2,373

 

 

 

7,131

 

(5,018

)

(395

)

(1,150

)

568

 

(1,647

)

(2,848

)

(3,927

)

35,010

 

3,611

 

2,656

 

Fertilizers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Potash

 

290

 

(171

)

(73

)

 

46

 

(23

)

 

23

 

2,209

 

1,333

 

 

Phosphates

 

2,507

 

(1,947

)

(36

)

(93

)

431

 

(331

)

 

100

 

8,209

 

293

 

 

Nitrogen

 

699

 

(620

)

 

 

79

 

(109

)

 

(30

)

 

40

 

 

Others fertilizers products

 

74

 

 

 

 

74

 

 

 

74

 

331

 

12

 

 

 

 

3,570

 

(2,738

)

(109

)

(93

)

630

 

(463

)

 

167

 

10,749

 

1,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Logistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Railroads

 

936

 

(1,012

)

(12

)

 

(88

)

(182

)

 

(270

)

2,370

 

455

 

586

 

Ports

 

451

 

(322

)

 

 

129

 

(56

)

 

73

 

602

 

94

 

94

 

Ships

 

 

 

 

 

 

 

 

 

2,353

 

213

 

 

 

 

1,387

 

(1,334

)

(12

)

 

41

 

(238

)

 

(197

)

5,325

 

762

 

680

 

Others

 

480

 

(781

)

(230

)

 

(531

)

(41

)

(146

)

(718

)

1,937

 

393

 

1,569

 

Loss on sale of assets

 

 

(506

)

 

 

(506

)

 

 

(506

)

 

 

6,384

 

 

 

47,694

 

(26,988

)

(1,478

)

(1,592

)

17,636

 

(4,288

)

(4,023

)

9,325

 

94,093

 

15,777

 

7,267

 

 


(a)           Includes nickel co-products and by-products (Copper, precious metals, cobalt and others).

(b)           Includes copper concentrate.

 

59



Table of Contents

 

GRAPHIC

 

 

 

Year ended December 31, 2011

 

 

 

Net revenues

 

Cost and
expenses

 

Research and
development

 

Pre operation
and idle capacity

 

Operating profit

 

Depreciation,
depletion and
amortization

 

Operating income

 

Property, plant,
equipment and
intangible assets

 

Additions to
property, plant
and equipment

 

Investments

 

Bulk Material

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Iron ore

 

36,416

 

(10,471

)

(497

)

 

25,448

 

(1,240

)

24,208

 

31,027

 

7,409

 

112

 

Pellets

 

7,938

 

(3,209

)

 

(106

)

4,623

 

(196

)

4,427

 

2,841

 

624

 

928

 

Manganese and ferroallows

 

676

 

(594

)

 

 

82

 

(69

)

13

 

337

 

177

 

 

Coal

 

1,058

 

(1,125

)

(152

)

(101

)

(320

)

(164

)

(484

)

4,081

 

1,141

 

239

 

 

 

46,088

 

(14,543

)

(649

)

(207

)

29,833

 

(1,669

)

28,164

 

38,286

 

9,351

 

1,279

 

Base Metals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nickel and other products (a)

 

8,118

 

(4,338

)

(254

)

(976

)

2,550

 

(1,487

)

1,063

 

31,455

 

2,637

 

4

 

Copper (b)

 

1,103

 

(702

)

(159

)

(12

)

230

 

(84

)

146

 

4,178

 

1,226

 

234

 

Aluminum products

 

378

 

(304

)

 

 

74

 

(1

)

73

 

 

16

 

3,360

 

 

 

9,599

 

(3,943

)

(413

)

(988

)

2,854

 

(1,572

)

1,282

 

35,633

 

3,879

 

3,598

 

Fertilizers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Potash

 

273

 

(239

)

(50

)

(26

)

(42

)

(45

)

(87

)

1,982

 

532

 

 

Phosphates

 

2,300

 

(1,634

)

(54

)

(72

)

540

 

(297

)

243

 

6,363

 

316

 

 

Nitrogen

 

679

 

(557

)

 

 

122

 

(116

)

6

 

1,337

 

180

 

 

Others fertilizers products

 

70

 

 

 

 

70

 

 

70

 

364

 

 

 

 

 

3,322

 

(2,228

)

(104

)

(98

)

690

 

(458

)

232

 

10,046

 

1,028

 

 

Logistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Railroads

 

1,043

 

(882

)

(121

)

 

40

 

(179

)

(139

)

2,249

 

213

 

551

 

Ports

 

413

 

(315

)

 

 

98

 

(50

)

48

 

946

 

347

 

 

Ships

 

 

 

 

 

 

 

 

2,485

 

308

 

114

 

 

 

1,456

 

(1,076

)

(121

)

 

138

 

(229

)

(91

)

5,680

 

868

 

665

 

Others

 

481

 

(898

)

(387

)

 

(804

)

(16

)

(820

)

2,218

 

949

 

2,471

 

Loss on sale of assets

 

 

1,494

 

 

 

1,494

 

 

1,494

 

 

 

 

 

 

60,946

 

(18,227

)

(1,674

)

(1,293

)

34,205

 

(3,944

)

30,261

 

91,863

 

16,075

 

8,013

 

 


(a)           Includes nickel co-products and by-products (Copper, precious metals, cobalt and others).

(b)           Includes copper concentrate.

 

60



Table of Contents

 

GRAPHIC

 

 

 

Year ended December 31, 2010

 

 

 

Net revenues

 

Cost and
expenses

 

Research and
development

 

Pre operation
and idle capacity

 

Operating profit

 

Depreciation,
depletion and
amortization

 

Operating
income

 

Property, plant,
equipment and
intangible assets

 

Additions to
property, plant
and equipment

 

Investments

 

Bulk Material

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Iron ore

 

27,754

 

(8,856

)

(226

)

(18

)

18,654

 

(1,139

)

17,515

 

31,662

 

4,015

 

107

 

Pellets

 

6,136

 

(2,510

)

 

(5

)

3,621

 

(110

)

3,511

 

2,567

 

353

 

969

 

manganese and Ferroalloys

 

853

 

(442

)

 

 

411

 

(36

)

375

 

330

 

28

 

 

Coal

 

770

 

(684

)

(63

)

(109

)

(86

)

(83

)

(169

)

3,020

 

499

 

223

 

 

 

35,513

 

(12,492

)

(289

)

(132

)

22,600

 

(1,368

)

21,232

 

37,579

 

4,895

 

1,299

 

Base Metals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nickel and other products (a)

 

4,712

 

(2,330

)

(171

)

(934

)

1,277

 

(1,145

)

132

 

29,026

 

1,880

 

11

 

Copper (b)

 

905

 

(475

)

(95

)

(51

)

284

 

(87

)

197

 

3,545

 

1,072

 

90

 

Aluminum products

 

2,522

 

(2,098

)

(11

)

 

413

 

(127

)

286

 

395

 

342

 

142

 

 

 

8,139

 

(4,903

)

(277

)

(985

)

1,974

 

(1,359

)

615

 

32,966

 

3,294

 

243

 

Fertilizers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Potash

 

269

 

(213

)

(56

)

 

 

(29

)

(29

)

1,664

 

355

 

 

Phosphates

 

1,164

 

(1,054

)

(16

)

 

94

 

(121

)

(27

)

7,612

 

438

 

 

Nitrogen

 

294

 

(285

)

 

 

9

 

(50

)

(41

)

809

 

47

 

 

Others fertilizers products

 

12

 

(11

)

 

 

1

 

 

1

 

146

 

3

 

 

 

 

1,739

 

(1,563

)

(72

)

 

104

 

(200

)

(96

)

10,231

 

843

 

 

Logistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Railroads

 

924

 

(641

)

(75

)

 

208

 

(123

)

85

 

2,348

 

160

 

511

 

Ports

 

306

 

(236

)

 

 

70

 

(23

)

47

 

301

 

36

 

 

Ships

 

5

 

(13

)

 

 

(8

)

 

(8

)

747

 

747

 

135

 

 

 

1,235

 

(890

)

(75

)

 

270

 

(146

)

124

 

3,396

 

943

 

646

 

Others

 

403

 

(264

)

(165

)

 

(26

)

(19

)

(45

)

1,943

 

2,672

 

2,206

 

 

 

47,029

 

(20,112

)

(878

)

(1,117

)

24,922

 

(3,092

)

21,830

 

86,115

 

12,647

 

4,394

 

 


(a)           Includes nickel co-products and by-products (Copper, precious metals, cobalt and others).

(b)           Includes copper concentrate.

 

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27 -         Cost of Goods Sold and Services Rendered, and Sales and Administrative Expenses by Nature, Other Operational Expenses (incomes), net

 

The costs of goods sold and services rendered

 

 

 

Year ended December 31,

 

Cost of goods sold and services rendered

 

2012

 

2011

 

2010

 

Personnel

 

3,545

 

3,138

 

2,133

 

Material

 

4,262

 

3,758

 

3,036

 

Fuel oil and gas

 

2,070

 

2,181

 

1,931

 

Outsourcing services

 

4,770

 

4,244

 

2,826

 

Energy

 

866

 

968

 

1,252

 

Acquisition of products

 

1,367

 

2,274

 

1,671

 

Depreciation and depletion

 

3,896

 

2,555

 

2,654

 

Freight

 

2,801

 

2,251

 

1,736

 

Others

 

2,905

 

4,002

 

3,181

 

Total

 

26,483

 

25,371

 

20,420

 

 

Selling and administrative expenses

 

 

 

Year ended December 31,

 

Selling and Administrative expenses

 

2012

 

2011

 

2010

 

Personnel

 

806

 

717

 

444

 

Services (consulting, infrastructure and others)

 

489

 

527

 

347

 

Advertising and publicity

 

101

 

88

 

113

 

Depreciation

 

240

 

211

 

231

 

Travel expenses

 

65

 

60

 

28

 

Taxes and rents

 

28

 

46

 

51

 

Incentive

 

 

94

 

77

 

Others

 

223

 

246

 

130

 

Sales

 

288

 

335

 

275

 

Total

 

2,240

 

2,324

 

1,696

 

 

Others operational expenses (incomes), net, including research and development

 

 

 

Year ended December 31,

 

Others operational expenses (income), net, including research and development

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Provision for contingency

 

694

 

284

 

141

 

Provision for loss with taxes credits (ICMS)

 

238

 

50

 

122

 

Provision for variable remuneration

 

440

 

402

 

238

 

Vale do Rio Doce Foundation - FVRD

 

37

 

123

 

55

 

Provision for disposal of materials/inventories

 

128

 

49

 

108

 

Pre operational, plant stoppages and idle capacity

 

1,592

 

1,293

 

1,117

 

Damage cost

 

65

 

 

 

Research and development

 

1,478

 

1,674

 

878

 

Others

 

445

 

609

 

424

 

Total

 

5,117

 

4,484

 

3,083

 

 

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28 -         Financial result

 

The financial results occurred in the periods, recorded by nature and competence, are as follows:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Financial expenses

 

 

 

 

 

 

 

Interest

 

(1,251

)

(1,388

)

(1,186

)

Labor, tax and civil contingencies

 

(78

)

(41

)

(161

)

Derivatives

 

(648

)

(172

)

(156

)

Monetary and exchange rate variation (a)

 

(2,647

)

(2,584

)

(354

)

Stockholders’ debentures

 

(466

)

(222

)

(492

)

Financial taxes

 

(17

)

(26

)

(77

)

Others

 

(602

)

(1,047

)

(912

)

 

 

(5,709

)

(5,480

)

(3,338

)

Financial income

 

 

 

 

 

 

 

Related parties

 

 

 

 

 

 

 

Derivatives

 

528

 

247

 

787

 

Monetary and exchange rate variation (b)

 

673

 

942

 

698

 

Others

 

401

 

718

 

290

 

 

 

1,602

 

1,907

 

1,775

 

Financial results, net

 

(4,107

)

(3,573

)

(1,563

)

 

 

 

 

 

 

 

 

Summary of Monetary and exchange rate

 

 

 

 

 

 

 

Cash and cash equivalents

 

32

 

(7

)

(139

)

Loans and financing

 

(1,625

)

(2,577

)

698

 

Related parties

 

11

 

 

 

Others

 

(392

)

942

 

(215

)

Net (a + b)

 

(1,974

)

(1,642

)

344

 

 

29.          Commitments

 

a)            Nickel project — New Caledonia

 

In regards to the construction and installation of our nickel plant in New Caledonia, we have provided guarantees in respect of our financing arrangements which are outlined below.

 

In connection with the Girardin Act tax - advantaged lease financing arrangement sponsored by the French government, we provided guarantees to BNP Paribas for the benefit of the tax investors regarding certain payments due from VNC, associated with the Girardin Act lease financing.  Consistent with our commitments, the assets are substantially complete as of December 31, 2012. We also committed that assets associated with the Girardin Act lease financing would operate for a five year period from then on and meet specified production criteria which remain consistent with our current plans, accordingly. We believe the likelihood of the guarantee being called upon is remote.

 

In October 2012, we entered into an agreement with Sumic, a stockholder in VNC, whereby Sumic agreed to a dilution in their interest in VNC from 21% to 14.5%. Sumic originally had a put option to sell to us the shares they own of VNC if the defined cost of the initial nickel project, as measured by funding provided to VNC, in natural currencies and converted to U.S. dollars at specified rates of exchange, exceeded US$4.6 billion and an agreement could not be reached on how to proceed with the project. On May 27, 2010 the threshold was reached and the put option discussion and decision period was extended to July 31, 2012. As a result of the October 2012 agreement, the trigger on the put option has been changed from a cost threshold to a production threshold. The possibility to exercise the put option has been deferred to the first quarter of 2015.

 

In addition, in the course of our operations we have provided letters of credit and guarantees in the amount of US$820 million that are associated with items such as environment reclamation, asset retirement obligation commitments, insurance, electricity commitments, post-retirement benefits, community service commitments and import and export duties.

 

In the course of our operations, we are subject to routine claims and litigation incidental to our business and various environmental proceedings. With respect to the environmental proceedings currently pending or threatened against us, they include (1) claims for personal injuries, (2) enforcement actions and (3) alleged violations of, including exceeding regulatory limits relating to discharges under, certain environmental or similar laws and regulations applicable to our operations.  We believe that the ultimate resolution of such proceedings, claims, and litigation will not significantly impair our operations or have material adverse effect on our financial position or results of operations.

 

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b)            Participative Debentures

 

At the time of its privatization in 1997, Vale issued debentures to then-existing stockholders, including the Brazilian Government. The debentures’ terms were set to ensure that our pre-privatization stockholders would participate in potential future benefits that might be obtained from exploiting our mineral resources.

 

A total of 388,559,056 debentures were issued at a par value of R$ 0.01 (one cent), whose value will be restated in accordance with the variation in the General Market Price Index (IGP-M), as set forth in the Issue Deed. In December 31, 2012, 2011 and 2010 the total amount of these debentures was US$ 1,653, US$1,336 and US$1,284, respectively.

 

The debenture holders have the right to receive premiums, paid semiannually, equivalent to a percentage of net revenues from specific mine resources as set forth in the indenture.

 

In October 2012 we paid second semester remuneration in the amount of US$ 4. In April 2012 we paid first semester remuneration on these debentures in the amount of US$ 6.

 

c)              Operating lease

 

·              Pelletize Operations

 

Vale has operating lease agreements with its joint ventures Nibrasco, Itabrasco, and Kobrasco, in which Vale leases its pelletizing plants. These operating lease agreements have duration between 3 and 10 years, renewable.

 

In July 2012 the Company entered into an operating lease agreement with its joint venture Hispanobrás. The contract has duration of 3 years, renewable.

 

The table below shows the future minimum annual payments, and required non-cancelable operating lease for the four pellet plants (Hispanobrás, Nibrasco, and Itabrasco Kobrasco), for the date of December 31, 2012.

 

2013

 

74

 

2014

 

78

 

2015

 

76

 

2016

 

74

 

2017 thereafter

 

51

 

Total minimum payments required

 

353

 

 

The total amount of operational leasing expenses on pelletizing operations on 31 December 2012, 2011 and 2010 were US$205, US$349 and US$365, respectively.

 

·              Railroad operations

 

Company operates railroads through lease contract. This lease contract has a term of 30 years and may be renewed for another 30 years. The lease contract is classified as operating leases because Vale does not take risks and benefits incidental to ownership of the asset, but only committed to pay rent assets. At the end of the lease agreement the leased assets will be returned to the lessor. In most cases, the Company’s management expects that in the normal course of business, leases will be renewed.

 

2013

 

85

 

2014

 

85

 

2015

 

85

 

2016

 

85

 

2017 thereafter

 

845

 

Total minimum payments required

 

1,185

 

 

The total amount of operational leasing expenses on railroad operations on 31 December 2012, 2011 and 2010 were US$89, US$87 and US$90, respectively.

 

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d)            Concession Contracts and Sub-concession

 

1.             Rail companies

 

The Company and certain group companies entered into with the Union, through the Ministry of Transport, concession agreements for exploration and development of public rail transport of cargo and leasing of assets for the provision of such services. The accounting records of grants and sub-concessions are presented in note 13.

 

Railroad

 

End of the concession period

Vitória a Minas e Carajás (direta) (*)

 

June 2027

Carajás (direta) (*)

 

June 2027

Malha Centro-Leste (indireta via FCA)

 

August 2026

Malha Sudeste (indireta via MRS)

 

December 2026

Ferrovia Norte Sul S.A. (FNS)

 

December 2037

 


(*) Concessions is not onerous.

 

The grant shall be terminated with the completion of one of the following events: termination of the contract term, expropriation, forfeiture, cancellation, annulment or dissolution and bankruptcy of the concessionaire.

 

The concessions, sub-concessions and leasing of the subsidiaries companies are recorded in the concept of operational lease and present the following:

 

 

 

FNS

 

FCA

 

MRS

 

Total number of plots

 

3

 

112

 

118

 

Periodicity of payments

 

(a)

 

Quarterly

 

Quarterly

 

Update index

 

IGP-DI FGV

 

IGP-DI FGV

 

IGP-DI FGV

 

Plots paid

 

(b)

 

54

 

58

 

Plots updated value

 

 

 

 

 

 

 

Concession

 

 

2

 

3

 

Leasing

 

 

31

 

48

 

 


(a) In accordance with the delivery of each stretch of the railway

(b) Two plots have been paid. The third plot had just 80% paid; the 20% they left is to cover existing railroad disputes.

 

ii.            Port

 

The Company has specialized port terminals, as follows:

 

Terminals

 

Location

 

End of the concession period

 

Terminal of Tubarão, Praia Mole e Granéis Líquidos

 

Vitória - ES

 

2020

 

Terminal of Produtos Diversos

 

Vitória - ES

 

2020

 

Terminal of Vila Velha

 

Vila Velha - ES

 

2023

 

Terminal Marítimo de Ponta da Madeira - Píer I e III

 

S. Luiz - MA

 

2018

 

Terminal Marítimo de Ponta da Madeira - Píer II

 

S. Luiz - MA

 

2010

(a)

Terminal Marítimo Inácio Barbosa

 

Acarajú - SE

 

2012

 

Terminal of Ore Exportation- Porto de Itaguaí

 

Itaguaí - RJ

 

2021

 

Terminal Marítimo da Ilha Guaíba - TIG - Mangaratiba

 

Mangaratiba - RJ

 

2018

 

 


(a)           The extension of the duration for 36 months until the date that of a new price bidding

 

e) Guarantee issued to affiliates

 

The Associate Norte Energia acquired in 2012 a credit line from BNDES, Caixa Economica Federal and Banco BTG Pactual in order to finance his investments in energy in the totaling up to R$22.5 billion (US$11.01 billion). About this facility, Vale, like other stockholders, is committed to providing a corporate guarantee on the amount withdrawn, limited to his participation of 9% in the entity.

 

Until December 31, 2012, Vale guarantee on the value drawn the amount of R$282 (US$126).

 

On January 2, 2013 (Subsequent Events) Norte Energia withdrawn of another installment of your loan, increasing the amount guaranteed by Vale for R$188 (US$92) to R$470 (US$218).

 

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GRAPHIC

 

30 -         Related parties

 

Transactions with related parties are made by the Company in a strictly commutative manner, observing the price and usual market conditions and therefore do not generate any undue benefit to their counterparties or loss to the Company.

 

In the normal course of operations, Vale contracts rights and obligations with related parties (subsidiaries, associated companies, jointly controlled entities and Stockholders), derived from operations of sale and purchase of products and services, leasing of assets, sale of raw material, so as rail transport services, with prices agreed between the parties and also mutual transactions.

 

The balances of these related party transactions and their effect on financial statements may be identified as follows:

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

134

 

 

288

 

 

435

 

 

Loans and advances to related parties

 

384

 

 

82

 

 

96

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and advances to related parties

 

408

 

 

509

 

 

29

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

 

146

 

 

280

 

 

538

 

Loans from related parties

 

 

207

 

 

24

 

 

21

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

72

 

 

91

 

 

2

 

 

 

926

 

425

 

879

 

395

 

560

 

561

 

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Income

 

Expense

 

Income

 

Expense

 

Income

 

Expense

 

Affiliated Companies and Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

Companhia Nipo-Brasileira de Pelotização - Nibrasco

 

 

80

 

 

151

 

 

149

 

Samarco Mineração AS

 

371

 

 

511

 

 

448

 

 

Companhia Ítalo-Brasileira de Pelotização - ITABRASCO

 

 

32

 

 

150

 

 

50

 

Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS

 

266

 

265

 

729

 

521

 

462

 

513

 

Companhia Coreano-Brasileira de Pelotização - KOBRASCO

 

 

70

 

 

98

 

 

117

 

Mineração Rio Norte AS

 

 

 

 

 

 

156

 

MRS Logística AS

 

14

 

702

 

16

 

759

 

16

 

561

 

Others

 

142

 

101

 

103

 

53

 

17

 

18

 

 

 

793

 

1,250

 

1,359

 

1,732

 

943

 

1,564

 

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2010

 

 

 

Income

 

Expense

 

Income

 

Expense

 

Income

 

Expense

 

Sales/Cost of iron ore and pellets

 

624

 

469

 

1,337

 

952

 

910

 

785

 

Revenues/ expense from logistic services

 

14

 

706

 

16

 

759

 

23

 

603

 

Sales/ Cost of aluminum products

 

 

 

 

18

 

 

156

 

Financial income/expenses

 

14

 

7

 

6

 

3

 

10

 

20

 

Others

 

141

 

69

 

 

 

 

 

 

 

793

 

1,251

 

1,359

 

1,732

 

943

 

1,564

 

 

 

 

Statement of financial position

 

Statement of income

 

 

 

2012

 

2011

 

2010

 

2012

 

2011

 

2010

 

Cash and Cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

Brasdesco

 

33

 

16

 

574

 

 

73

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan payable

 

 

 

 

 

 

 

 

 

 

 

 

 

BNDES

 

3,951

 

2,954

 

2,172

 

41

 

138

 

121

 

BNDES Par

 

825

 

902

 

739

 

14

 

57

 

26

 

 

 

4,809

 

3,872

 

3,485

 

55

 

268

 

152

 

 

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GRAPHIC

 

Remuneration of key management personnel:

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Short-term benefits

 

36

 

49

 

32

 

Wages or pro-labor

 

11

 

11

 

10

 

Direct and indirect benefits

 

11

 

21

 

10

 

Bonus

 

14

 

17

 

12

 

 

 

 

 

 

 

 

 

Long-term benefits:

 

11

 

13

 

17

 

Based on stock

 

11

 

13

 

17

 

 

 

 

 

 

 

 

 

Termination of position

 

9

 

54

 

2

 

 

 

56

 

116

 

51

 

 

31.          US GAAP Reconciliation

 

Although not required, in order to provide additional information to the users of our financial statement, we disclose below the reconciliation between the consolidated statement of financial position and the consolidated Statement of Income under US GAAP and IFRS:

 

 

 

December 31, 2012

 

 

 

USGAAP

 

Adjustments

 

IFRS GAAP

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

5,832

 

 

5,832

 

Others

 

17,065

 

(371

)(a)

16,694

 

 

 

22,897

 

371

 

22,526

 

Non-current assets

 

 

 

 

 

 

 

Investments

 

6,492

 

(108

)(b)

6,384

 

Property, plant and equipment, net

 

91,766

 

2,327

(c)

94,093

 

Others

 

10,323

 

(2,706

)(d)

7,617

 

 

 

108,581

 

(487

)

108,094

 

Total assets

 

131,478

 

(858

)

130,620

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

Accounts payable

 

4,529

 

 

4,529

 

Loans and finances

 

3,468

 

3

(e)

3,471

 

Others

 

4,588

 

(26

)(f)

4,562

 

 

 

12,585

 

(23

)

12,562

 

Non-current

 

 

 

 

 

 

 

Loans and finances

 

26,799

 

(e)

26,799

 

Deferred income tax and social contribution

 

3,538

 

257

(g)

3,795

 

Others

 

12,680

 

(1,375

)(h)

11,305

 

 

 

43,017

 

(1,118

)

41,899

 

Stockholders’ equity

 

 

 

 

 

 

 

Capital stock

 

37,559

 

17,438

(i)

54,997

 

Noncontrolling interests

 

1,635

 

(47

)(i)

1,588

 

Others

 

36,682

 

(17,108

)(i)

19,574

 

 

 

75,876

 

283

 

76,159

 

Total liabilities and Stockholders’ equity

 

131,478

 

(858

)

130,620

 

 


(a)         Reclassification of deferred Income tax for non-current in accordance with IFRS (US$356), assets held for sale (US$22) and financial assets available for sale, which under USGAAP is recognized as investment $7;

(b)         Difference between on noncontrolled entities recognized by equity method;

(c)          Difference between the book value and fair value of the MBR, recognized as goodwill on old BRGAAP, and reclassification of goodwill from other assets (USGAAP) to intangible assets (IFRS);

(d)         In USGAAP we record goodwill of subsidiaries, assets of pension plans (plans overfunded) and deferred income on GAAP differences;

(e)          Difference of Operating and finance lease recognized as old BRGAAP;

(f)           Differences between IFRS and US GAAP on pension plan, liabilities directly associated with assets held for sale and mandatory convertible notes;

(g)         Difference between US GAAP and IFRS relating to deferred income taxes;

(h)         Difference between US GAAP and IFRS relating to pension plan, asset retirement obligations and deferred income tax on these adjustments;

(i)            Difference between US GAAP and IFRS relating to translation adjustment of current and historical currency.

 

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GRAPHIC

 

 

December 31, 2012

 

 

 

USGAAP

 

Adjustments

 

IFRS GAAP

 

Net revenue

 

47,694

 

 

47,694

 

Cost

 

(26,591

)

108

(a)

(26,483

)

Gross operating profit

 

21,103

 

108

 

21,211

 

 

 

 

 

 

 

 

 

Operational expenses

 

(11,880

)

(6

)(b)

(11,886

)

Financial expenses

 

(3,801

)

(306

)(c)

(4,107

)

Equity results

 

640

 

5

(d)

645

 

Impairment on Investments

 

(1,640

)

(300

)(d)

(1,941

)

 

 

(16,682

)

(607

)

(17,271

)

Earnings before taxes

 

4,421

 

(099

)

3,922

 

 

 

 

 

 

 

 

 

Current and deferred income tax and social contribution, net

 

833

 

361

(e)

4,094

 

Net income of the year

 

5,254

 

(138

)

5,106

 

 

 

 

 

 

 

 

 

Loss attributable to noncontrolling interests

 

(257

)

 

(257

)

Net income attributable to shareholders

 

5,514

 

(138

)

5,373

 

 


 

(a)   Amortization of the difference between the book value and fair value of the MBR in USGAAP (US$153) and pension plan and ARO at Vale Canada (US$ 4 and US$41);

(b)   Adjustment of pension plan and ARO at Vale Canada $ 10 and profit and sale of Araucária assets (US$16);

(c)   Adjustment of pension plan surplus at Vale and Vale Fertilizantes;

(d)   Difference between IFRS and US GAAP on investments;

(e)   Difference between US GAAP and IFRS resulting from deferred income taxes end difference GAAP;

(f)    Difference between US GAAP and IFRS resulting GAAP.

 

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Table of Contents

 

GRAPHIC

 

32 -         Board of Directors, Fiscal Council, Advisory committees and Executive Officers

 

Board of Directors

 

Governance and Sustainability Committee

 

 

Gilmar Dalilo Cezar Wanderley

Dan Antônio Marinho Conrado

 

Renato da Cruz Gomes

Chairman

 

Ricardo Simonsen

 

 

 

Mário da Silveira Teixeira Júnior

 

Fiscal Council

Vice-President

 

 

 

 

Marcelo Amaral Moraes

Fuminobu Kawashima

 

Chairman

José Mauro Mettrau Carneiro da Cunha

 

 

Luciano Galvão Coutinho

 

Aníbal Moreira dos Santos

Marcel Juviniano Barros

 

Antonio Henrique Pinheiro Silveira

Nelson Henrique Barbosa Filho

 

Arnaldo José Vollet

Oscar Augusto de Camargo Filho

 

 

Paulo Soares de Souza

 

Alternate

Renato da Cruz Gomes

 

Cícero da Silva

Robson Rocha

 

Oswaldo Mário Pêgo de Amorim Azevedo

 

 

Paulo Fontoura Valle

Alternate

 

 

 

 

 

Deli Soares Pereira

 

 

Eduardo de Oliveira Rodrigues Filho

 

Executive Officers

Eustáquio Wagner Guimarães Gomes

 

 

Hajime Tonoki

 

Murilo Pinto de Oliveira Ferreira

Luiz Carlos de Freitas

 

President & CEO

Luiz Maurício Leuzinger

 

 

Marco Geovanne Tobias da Silva

 

Vânia Lucia Chaves Somavilla

Paulo Sergio Moreira da Fonseca

 

Executive Director, HR, Health & Safety, Sustainability and Energy

Raimundo Nonato Alves Amorim

 

 

Sandro Kohler Marcondes

 

Luciano Siani Pires

 

 

Chief Financial Officer

Advisory Committees of the Board of Directors

 

 

 

 

Roger Allan Downey

Controlling Committee

 

Executive Director, Fertilizers and Coal

Luiz Carlos de Freitas

 

 

Paulo Ricardo Ultra Soares

 

José Carlos Martins

Paulo Roberto Ferreira de Medeiros

 

Executive Director, Ferrous and Strategy

 

 

 

Executive Development Committee

 

Galib Abrahão Chaim

José Ricardo Sasseron

 

Executive Director, Capital Projects Implementation

Luiz Maurício Leuzinger

 

 

Oscar Augusto de Camargo Filho

 

Humberto Ramos de Freitas

 

 

Executive Director, Logistics and Mineral Research

Strategic Committee

 

 

Murilo Pinto de Oliveira Ferreira

 

Gerd Peter Poppinga

Dan Antônio Marinho Conrado

 

Executive Director, Base Metals and IT

Luciano Galvão Coutinho

 

 

Mário da Silveira Teixeira Júnior

 

Marcelo Botelho Rodrigues

Oscar Augusto de Camargo Filho

 

Global Controller Director

 

 

 

Finance Committee

 

Marcus Vinicius Dias Severini

Luciano Siani Pires

 

Chief Officer of Accounting and Control Department

Eduardo de Oliveira Rodrigues Filho

 

 

Luciana Freitas Rodrigues

 

Vera Lucia de Almeida Pereira Elias

Luiz Maurício Leuzinger

 

Chief Accountant

 

 

CRC-RJ - 043059/O-8

 

69



Table of Contents

 

Signatures

 

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

 

 

Vale S.A.

 

(Registrant)

 

 

 

 

By:

/s/ Roberto Castello Branco

Date: February 28, 2013

 

Roberto Castello Branco

 

 

Director of Investor Relations

 

70