United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For the month of
April 2018
Vale S.A.
Avenida das Américas, No. 700 Bloco 8, Sala 218
22640-100 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
|
(Check One) Form 20-F x Form 40-F o |
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))
|
(Check One) Yes o No x |
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))
|
(Check One) Yes o No x |
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
|
(Check One) Yes o No x |
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)
Vale S.A. Interim Financial Statements
KPMG Auditores Independentes
Rua do Passeio, 38 - Setor 2 - 17º andar - Centro
20021-290 - Rio de Janeiro/RJ - Brasil
Caixa Postal 2888 - CEP 20001-970 - Rio de Janeiro/RJ - Brasil
Telefone +55 (21) 2207-9400, Fax +55 (21) 2207-9000
www.kpmg.com.br
Report on the review of quarterly information ITR
(A free translation of the original report in Portuguese, as filed with the Brazilian Securities and Exchange Commission (CVM), prepared in accordance with the accounting practices adopted in Brazil, rules of the CVM and of the International Financial Reporting Standards - IFRS)
To the Board of Directors and Stockholders of
Vale S.A.
Rio de Janeiro - RJ
Introduction
1. We have reviewed the interim financial information, individual and consolidated, of Vale S.A. (the Company), identified as Parent Company and Consolidated, respectively, included in the quarterly information form - ITR for the quarter ended March 31, 2018, which comprises the statement of financial position as of March 31, 2018 and the respective statements of income and comprehensive income, statements of changes in equity and of cash flows for the three-month period then ended, including the explanatory notes.
2. The Company`s Management is responsible for the preparation of these interim financial information in accordance with the CPC 21(R1) and the IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board IASB, as well as the presentation of these information in accordance with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information - ITR. Our responsibility is to express our conclusion on this interim financial information based on our review.
Scope of the review
3. We conducted our review in accordance with Brazilian and International Interim Information Review Standards (NBC TR 2410 - Revisão de Informações Intermediárias Executada pelo Auditor da Entidade and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries primarily of the management responsible for financial and accounting matters and applying analytical procedures and other review procedures. The scope of a review is significantly less than an audit conducted in accordance with auditing standards and, accordingly, it did not enable us to obtain assurance that we were aware of all the material matters that would have been identified in an audit. Therefore, we do not express an audit opinion.
Conclusion on the interim financial information
4. Based on our review, we are not aware of any fact that might lead us to believe that the individual and consolidated interim financial information included in the aforementioned quarterly information was not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34, issued by the IASB, applicable to the preparation of the quarterly review - ITR, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission.
Other matters
Statements of added value
5. The individual and consolidated interim financial information related to the statement of value added for the three-month period ended March 31, 2018, prepared under the responsibility of the Companys management, and presented as supplementary information for the purposes of IAS 34, was submitted to the same review procedures followed together with the review of the Companys interim financial information. In order to form our conclusion, we evaluated whether this statement was reconciliated to the interim financial information and to the accounting records, as applicable, and whether their form and content are in accordance with the criteria set on Technical Pronouncement CPC 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that the accompanying statement of value added was not prepared, in all material respects, in accordance with the individual and consolidated interim financial information taken as a whole.
Rio de Janeiro, April 25, 2018
KPMG Auditores Independentes
CRC SP-014428/O-6 F-RJ
(Original report in Portuguese signed by)
Manuel Fernandes Rodrigues de Sousa
Accountant CRC RJ-052428/O-2
KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (KPMG International), uma entidade suíça. |
|
KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. |
In millions of Brazilian reais, except earnings per share data
|
|
|
|
Consolidated |
|
Parent company |
| ||||
|
|
|
|
Three-month period ended March 31, |
| ||||||
|
|
Notes |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
Continuing operations |
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue |
|
3(c) |
|
27,932 |
|
26,742 |
|
15,705 |
|
17,162 |
|
Cost of goods sold and services rendered |
|
5(a) |
|
(16,970 |
) |
(14,865 |
) |
(8,376 |
) |
(7,751 |
) |
Gross profit |
|
|
|
10,962 |
|
11,877 |
|
7,329 |
|
9,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (expenses) income |
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
|
5(b) |
|
(402 |
) |
(388 |
) |
(226 |
) |
(226 |
) |
Research and evaluation expenses |
|
|
|
(223 |
) |
(206 |
) |
(147 |
) |
(121 |
) |
Pre operating and operational stoppage |
|
|
|
(253 |
) |
(364 |
) |
(201 |
) |
(192 |
) |
Equity results from subsidiaries |
|
|
|
|
|
|
|
2,227 |
|
3,065 |
|
Other operating revenues (expenses), net |
|
5(c) |
|
(406 |
) |
(247 |
) |
(263 |
) |
172 |
|
|
|
|
|
(1,284 |
) |
(1,205 |
) |
1,390 |
|
2,698 |
|
Impairment and other results on non-current assets |
|
4 |
|
(52 |
) |
1,603 |
|
(80 |
) |
(41 |
) |
Operating income |
|
|
|
9,626 |
|
12,275 |
|
8,639 |
|
12,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income |
|
6 |
|
759 |
|
1,203 |
|
319 |
|
845 |
|
Financial expenses |
|
6 |
|
(2,202 |
) |
(3,615 |
) |
(1,924 |
) |
(3,281 |
) |
Other financial items |
|
6 |
|
(628 |
) |
518 |
|
(560 |
) |
528 |
|
Equity results in associates and joint ventures |
|
13 |
|
273 |
|
225 |
|
273 |
|
225 |
|
Impairment and other results in associates and joint ventures |
|
17 |
|
(44 |
) |
(191 |
) |
(44 |
) |
(191 |
) |
Income before income taxes |
|
|
|
7,784 |
|
10,415 |
|
6,703 |
|
10,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
7 |
|
|
|
|
|
|
|
|
|
Current tax |
|
|
|
(295 |
) |
(1,585 |
) |
(1 |
) |
(1,232 |
) |
Deferred tax |
|
|
|
(2,044 |
) |
(631 |
) |
(1,319 |
) |
(811 |
) |
|
|
|
|
(2,339 |
) |
(2,216 |
) |
(1,320 |
) |
(2,043 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
|
|
5,445 |
|
8,199 |
|
5,383 |
|
8,151 |
|
Net income attributable to noncontrolling interests |
|
|
|
62 |
|
48 |
|
|
|
|
|
Net income from continuing operations attributable to Vales stockholders |
|
|
|
5,383 |
|
8,151 |
|
5,383 |
|
8,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
12 |
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
|
|
(271 |
) |
(257 |
) |
(271 |
) |
(260 |
) |
Net income attributable to noncontrolling interests |
|
|
|
|
|
3 |
|
|
|
|
|
Loss from discontinued operations attributable to Vales stockholders |
|
|
|
(271 |
) |
(260 |
) |
(271 |
) |
(260 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
5,174 |
|
7,942 |
|
5,112 |
|
7,891 |
|
Net income attributable to noncontrolling interests |
|
|
|
62 |
|
51 |
|
|
|
|
|
Net income attributable to Vales stockholders |
|
|
|
5,112 |
|
7,891 |
|
5,112 |
|
7,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to Vales stockholders: |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share (restated): |
|
8 |
|
|
|
|
|
|
|
|
|
Common share (R$) |
|
|
|
0.98 |
|
1.52 |
|
0.98 |
|
1.52 |
|
The accompanying notes are an integral part of these interim financial statements.
Statement of Comprehensive Income
In millions of Brazilian reais
|
|
Consolidated |
|
Parent company |
| ||||
|
|
Three-month period ended March 31, |
| ||||||
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
Net income |
|
5,174 |
|
7,942 |
|
5,112 |
|
7,891 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
Items that will not be reclassified subsequently to the income statement |
|
|
|
|
|
|
|
|
|
Retirement benefit obligations |
|
176 |
|
(71 |
) |
(9 |
) |
(13 |
) |
Fair value adjustment to investment in equity securities |
|
(114 |
) |
|
|
(86 |
) |
|
|
Equity results in associates and joint ventures |
|
|
|
|
|
157 |
|
(58 |
) |
Transfer to retained earnings |
|
(67 |
) |
|
|
(67 |
) |
|
|
Total items that will not be reclassified subsequently to the income statement, net of tax |
|
(5 |
) |
(71 |
) |
(5 |
) |
(71 |
) |
|
|
|
|
|
|
|
|
|
|
Items that may be reclassified subsequently to the income statement |
|
|
|
|
|
|
|
|
|
Translation adjustments |
|
61 |
|
(2,175 |
) |
(100 |
) |
(2,101 |
) |
Net investments hedge |
|
(96 |
) |
499 |
|
(96 |
) |
559 |
|
Transfer of realized results to net income |
|
(257 |
) |
|
|
(112 |
) |
|
|
Total of items that may be reclassified subsequently to the income statement, net of tax |
|
(292 |
) |
(1,676 |
) |
(308 |
) |
(1,542 |
) |
Total comprehensive income |
|
4,877 |
|
6,195 |
|
4,799 |
|
6,278 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to noncontrolling interests |
|
78 |
|
(83 |
) |
|
|
|
|
Comprehensive income attributable to Vales stockholders |
|
4,799 |
|
6,278 |
|
|
|
|
|
From continuing operations |
|
4,783 |
|
6,306 |
|
|
|
|
|
From discontinued operations |
|
16 |
|
(28 |
) |
|
|
|
|
|
|
4,799 |
|
6,278 |
|
|
|
|
|
Items above are stated net of tax and the related taxes are disclosed in note 7.
The accompanying notes are an integral part of these interim financial statements.
In millions of Brazilian reais
|
|
Consolidated |
|
Parent company |
| ||||
|
|
Three-month period ended March 31, |
| ||||||
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
|
|
|
|
|
|
|
|
restated |
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
|
Income before income taxes from continuing operations |
|
7,784 |
|
10,415 |
|
6,703 |
|
10,194 |
|
Continuing operations adjustments for: |
|
|
|
|
|
|
|
|
|
Equity results in investees |
|
(273 |
) |
(225 |
) |
(2,500 |
) |
(3,290 |
) |
Impairment and other results on non-current assets and associates and joint ventures |
|
96 |
|
(1,412 |
) |
124 |
|
232 |
|
Depreciation, amortization and depletion |
|
2,834 |
|
2,851 |
|
1,403 |
|
1,317 |
|
Financial results, net |
|
2,071 |
|
1,894 |
|
2,165 |
|
1,908 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
41 |
|
970 |
|
(1,844 |
) |
(2,494 |
) |
Inventories |
|
153 |
|
(708 |
) |
(403 |
) |
(263 |
) |
Suppliers and contractors |
|
(1,172 |
) |
310 |
|
(981 |
) |
(152 |
) |
Provision - Payroll, related charges and others remunerations |
|
(1,653 |
) |
(721 |
) |
(1,122 |
) |
(606 |
) |
Other assets and liabilities, net |
|
(303 |
) |
(604 |
) |
183 |
|
(69 |
) |
|
|
9,578 |
|
12,770 |
|
3,728 |
|
6,777 |
|
Interest on loans and borrowings paid |
|
(1,237 |
) |
(1,595 |
) |
(1,085 |
) |
(1,290 |
) |
Derivatives paid, net |
|
(80 |
) |
(338 |
) |
(116 |
) |
(192 |
) |
Income taxes |
|
(773 |
) |
(1,156 |
) |
(35 |
) |
(652 |
) |
Income taxes - Settlement program |
|
(404 |
) |
(379 |
) |
(396 |
) |
(371 |
) |
Net cash provided by operating activities from continuing operations |
|
7,084 |
|
9,302 |
|
2,096 |
|
4,272 |
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
|
Financial investments redeemed (invested) |
|
(52 |
) |
(167 |
) |
(58 |
) |
(1 |
) |
Loans and advances - net receipts (payments) (note 25) |
|
8,651 |
|
(455 |
) |
4,623 |
|
1,515 |
|
Additions to property, plant and equipment, intangibles and investments |
|
(2,943 |
) |
(3,516 |
) |
(1,782 |
) |
(2,626 |
) |
Proceeds from disposal of assets and investments (note 12) |
|
3,536 |
|
1,614 |
|
6 |
|
4 |
|
Dividends and interest on capital received from associates and joint ventures |
|
33 |
|
|
|
454 |
|
|
|
Others investments activities |
|
51 |
|
(4 |
) |
26 |
|
(71 |
) |
Net cash provided by (used in) investing activities from continuing operations |
|
9,276 |
|
(2,528 |
) |
3,269 |
|
(1,179 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
|
Loans and borrowings |
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
3,576 |
|
|
|
321 |
|
Repayments |
|
(7,448 |
) |
(3,533 |
) |
(960 |
) |
(3,140 |
) |
Transactions with stockholders: |
|
|
|
|
|
|
|
|
|
Dividends and interest on capital paid to stockholders |
|
(4,721 |
) |
|
|
(4,721 |
) |
|
|
Dividends and interest on capital paid to noncontrolling interest |
|
(290 |
) |
(9 |
) |
|
|
|
|
Transactions with noncontrolling stockholders |
|
(56 |
) |
799 |
|
(56 |
) |
|
|
Net cash provided by (used in) financing activities from continuing operations |
|
(12,515 |
) |
833 |
|
(5,737 |
) |
(2,819 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in discontinued operations (note 12) |
|
(150 |
) |
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
3,695 |
|
7,592 |
|
(372 |
) |
274 |
|
Cash and cash equivalents in the beginning of the period |
|
14,318 |
|
13,891 |
|
1,876 |
|
1,203 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
159 |
|
(160 |
) |
|
|
|
|
Effects of disposals of subsidiaries and merger, net on cash and cash equivalents |
|
(331 |
) |
(44 |
) |
|
|
|
|
Cash and cash equivalents at end of the period |
|
17,841 |
|
21,279 |
|
1,504 |
|
1,477 |
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions: |
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment - capitalized loans and borrowing costs |
|
194 |
|
322 |
|
194 |
|
322 |
|
The accompanying notes are an integral part of these interim financial statements.
Statement of Financial Position
In millions of Brazilian reais
|
|
|
|
Consolidated |
|
Parent company |
| ||||
|
|
Notes |
|
March 31, 2018 |
|
December 31, |
|
March 31, 2018 |
|
December 31, |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
16 |
|
17,841 |
|
14,318 |
|
1,504 |
|
1,876 |
|
Accounts receivable |
|
9 |
|
8,939 |
|
8,602 |
|
11,897 |
|
9,560 |
|
Other financial assets |
|
11 |
|
1,249 |
|
6,689 |
|
372 |
|
409 |
|
Inventories |
|
10 |
|
13,184 |
|
12,987 |
|
4,714 |
|
4,601 |
|
Prepaid income taxes |
|
|
|
2,401 |
|
2,584 |
|
2,200 |
|
2,378 |
|
Recoverable taxes |
|
|
|
3,507 |
|
3,876 |
|
1,777 |
|
2,091 |
|
Others |
|
|
|
2,001 |
|
1,780 |
|
1,210 |
|
1,542 |
|
|
|
|
|
49,122 |
|
50,836 |
|
23,674 |
|
22,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets held for sale |
|
12 |
|
1,528 |
|
11,865 |
|
893 |
|
7,082 |
|
|
|
|
|
50,650 |
|
62,701 |
|
24,567 |
|
29,539 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
Judicial deposits |
|
22(c) |
|
6,625 |
|
6,571 |
|
6,227 |
|
6,110 |
|
Other financial assets |
|
11 |
|
10,128 |
|
10,690 |
|
4,268 |
|
1,865 |
|
Prepaid income taxes |
|
|
|
1,952 |
|
1,754 |
|
|
|
|
|
Recoverable taxes |
|
|
|
2,217 |
|
2,109 |
|
2,170 |
|
2,062 |
|
Deferred income taxes |
|
7(a) |
|
20,298 |
|
21,959 |
|
13,064 |
|
14,200 |
|
Others |
|
|
|
931 |
|
882 |
|
1,233 |
|
810 |
|
|
|
|
|
42,151 |
|
43,965 |
|
26,962 |
|
25,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
13 |
|
12,367 |
|
11,802 |
|
123,970 |
|
117,387 |
|
Intangibles |
|
14 |
|
28,560 |
|
28,094 |
|
14,088 |
|
13,471 |
|
Property, plant and equipment |
|
15 |
|
179,979 |
|
181,535 |
|
102,528 |
|
102,978 |
|
|
|
|
|
263,057 |
|
265,396 |
|
267,548 |
|
258,883 |
|
Total assets |
|
|
|
313,707 |
|
328,097 |
|
292,115 |
|
288,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
Suppliers and contractors |
|
|
|
11,960 |
|
13,367 |
|
6,634 |
|
7,503 |
|
Loans and borrowings |
|
16 |
|
6,535 |
|
5,633 |
|
5,291 |
|
4,378 |
|
Other financial liabilities |
|
11 |
|
3,349 |
|
3,260 |
|
3,968 |
|
4,413 |
|
Taxes payable |
|
7(c) |
|
2,337 |
|
2,307 |
|
2,031 |
|
1,991 |
|
Provision for income taxes |
|
|
|
755 |
|
1,175 |
|
|
|
|
|
Liabilities related to associates and joint ventures |
|
17 |
|
1,227 |
|
1,080 |
|
1,227 |
|
1,080 |
|
Provisions |
|
21 |
|
2,886 |
|
4,610 |
|
1,594 |
|
2,904 |
|
Dividends and interest on capital |
|
|
|
|
|
4,742 |
|
|
|
4,439 |
|
Others |
|
|
|
3,449 |
|
3,284 |
|
2,725 |
|
2,552 |
|
|
|
|
|
32,498 |
|
39,458 |
|
23,470 |
|
29,260 |
|
Liabilities associated with non-current assets held for sale |
|
12 |
|
707 |
|
3,899 |
|
|
|
|
|
|
|
|
|
33,205 |
|
43,357 |
|
23,470 |
|
29,260 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
|
16 |
|
60,859 |
|
68,759 |
|
27,118 |
|
28,966 |
|
Other financial liabilities |
|
11 |
|
9,642 |
|
9,575 |
|
60,850 |
|
54,955 |
|
Taxes payable |
|
7(c) |
|
15,942 |
|
16,176 |
|
15,623 |
|
15,853 |
|
Deferred income taxes |
|
7(a) |
|
5,665 |
|
5,687 |
|
|
|
|
|
Provisions |
|
21 |
|
23,212 |
|
23,243 |
|
7,704 |
|
6,900 |
|
Liabilities related to associates and joint ventures |
|
17 |
|
2,104 |
|
2,216 |
|
2,104 |
|
2,216 |
|
Deferred revenue - Gold stream |
|
|
|
5,960 |
|
6,117 |
|
|
|
|
|
Others |
|
|
|
4,891 |
|
4,861 |
|
6,689 |
|
6,514 |
|
|
|
|
|
128,275 |
|
136,634 |
|
120,088 |
|
115,404 |
|
Total liabilities |
|
|
|
161,480 |
|
179,991 |
|
143,558 |
|
144,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
24 |
|
|
|
|
|
|
|
|
|
Equity attributable to Vales stockholders |
|
|
|
148,557 |
|
143,758 |
|
148,557 |
|
143,758 |
|
Equity attributable to noncontrolling interests |
|
|
|
3,670 |
|
4,348 |
|
|
|
|
|
Total stockholders equity |
|
|
|
152,227 |
|
148,106 |
|
148,557 |
|
143,758 |
|
Total liabilities and stockholders equity |
|
|
|
313,707 |
|
328,097 |
|
292,115 |
|
288,422 |
|
The accompanying notes are an integral part of these interim financial statements.
Statement of Changes in Equity
In millions of Brazilian reais
|
|
Share capital |
|
Results on |
|
Capital reserve |
|
Results from |
|
Profit |
|
Treasury |
|
Unrealized |
|
Cumulative |
|
Retained |
|
Equity |
|
Equity |
|
Total |
|
Balance at December 31, 2017 |
|
77,300 |
|
50 |
|
3,634 |
|
(2,663 |
) |
24,539 |
|
(2,746 |
) |
(3,912 |
) |
47,556 |
|
|
|
143,758 |
|
4,348 |
|
148,106 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,112 |
|
5,112 |
|
62 |
|
5,174 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement benefit obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
176 |
|
|
|
(67 |
) |
109 |
|
|
|
109 |
|
Net investments hedge (note 20c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96 |
) |
|
|
(96 |
) |
|
|
(96 |
) |
Translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
(205 |
) |
|
|
(212 |
) |
16 |
|
(196 |
) |
Fair value adjustment to investment in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
(114 |
) |
|
|
|
|
(114 |
) |
|
|
(114 |
) |
Transactions with stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends of noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
(5 |
) |
Acquisitions and disposal of noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(751 |
) |
(751 |
) |
Balance at March 31, 2018 |
|
77,300 |
|
50 |
|
3,634 |
|
(2,663 |
) |
24,539 |
|
(2,746 |
) |
(3,857 |
) |
47,255 |
|
5,045 |
|
148,557 |
|
3,670 |
|
152,227 |
|
|
|
Share capital |
|
Results on |
|
Capital reserve |
|
Results from |
|
Profit |
|
Treasury |
|
Unrealized |
|
Cumulative |
|
Retained |
|
Equity |
|
Equity |
|
Total |
|
Balance at December 31, 2016 |
|
77,300 |
|
50 |
|
|
|
(1,870 |
) |
13,698 |
|
(2,746 |
) |
(3,739 |
) |
44,548 |
|
|
|
127,241 |
|
6,461 |
|
133,702 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,891 |
|
7,891 |
|
51 |
|
7,942 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement benefit obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
(71 |
) |
|
|
|
|
(71 |
) |
|
|
(71 |
) |
Net investments hedge (note 20c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
559 |
|
|
|
559 |
|
|
|
559 |
|
Translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
45 |
|
(2,146 |
) |
|
|
(2,101 |
) |
(134 |
) |
(2,235 |
) |
Transactions with stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends of noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
(6 |
) |
Acquisitions and disposal of noncontrolling interest |
|
|
|
|
|
|
|
(329 |
) |
|
|
|
|
|
|
|
|
|
|
(329 |
) |
(1,592 |
) |
(1,921 |
) |
Capitalization of noncontrolling interest advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80 |
|
80 |
|
Balance at March 31, 2017 |
|
77,300 |
|
50 |
|
|
|
(2,199 |
) |
13,698 |
|
(2,746 |
) |
(3,765 |
) |
42,961 |
|
7,891 |
|
133,190 |
|
4,860 |
|
138,050 |
|
The accompanying notes are an integral part of these interim financial statements.
In millions of Brazilian Reais
|
|
Consolidated |
|
Parent company |
| ||||
|
|
Three-month period ended March 31, |
| ||||||
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
Generation of value added from continuing operations |
|
|
|
|
|
|
|
|
|
Gross revenue |
|
|
|
|
|
|
|
|
|
Revenue from products and services |
|
28,251 |
|
27,092 |
|
15,964 |
|
17,427 |
|
Results on measurement or sale of non-current assets |
|
(54 |
) |
1,603 |
|
|
|
(41 |
) |
Revenue from the construction of own assets |
|
2,407 |
|
1,822 |
|
1,695 |
|
1,583 |
|
Allowance for doubtful accounts |
|
5 |
|
|
|
3 |
|
5 |
|
Other revenues |
|
6,265 |
|
138 |
|
2,665 |
|
108 |
|
Less: |
|
|
|
|
|
|
|
|
|
Acquisition of products |
|
(338 |
) |
(514 |
) |
(179 |
) |
(201 |
) |
Material, service and maintenance |
|
(7,263 |
) |
(6,102 |
) |
(4,244 |
) |
(4,027 |
) |
Oil and gas |
|
(1,164 |
) |
(970 |
) |
(776 |
) |
(657 |
) |
Energy |
|
(795 |
) |
(677 |
) |
(386 |
) |
(304 |
) |
Freight |
|
(2,931 |
) |
(2,066 |
) |
(29 |
) |
(23 |
) |
Impairment of non-current assets and others results |
|
(42 |
) |
(191 |
) |
(124 |
) |
(191 |
) |
Other costs and expenses |
|
(7,570 |
) |
(1,253 |
) |
(4,112 |
) |
(436 |
) |
Gross value added |
|
16,771 |
|
18,882 |
|
10,477 |
|
13,243 |
|
Depreciation, amortization and depletion |
|
(2,834 |
) |
(2,851 |
) |
(1,403 |
) |
(1,317 |
) |
Net value added |
|
13,937 |
|
16,031 |
|
9,074 |
|
11,926 |
|
|
|
|
|
|
|
|
|
|
|
Received from third parties |
|
|
|
|
|
|
|
|
|
Equity results from entities |
|
273 |
|
225 |
|
2,500 |
|
3,290 |
|
Financial income |
|
382 |
|
200 |
|
59 |
|
92 |
|
Monetary and exchange variation of assets |
|
169 |
|
(571 |
) |
226 |
|
(760 |
) |
Total value added from continuing operations to be distributed |
|
14,761 |
|
15,885 |
|
11,859 |
|
14,548 |
|
Value added from discontinued operations to be distributed |
|
63 |
|
311 |
|
|
|
|
|
Total value added to be distributed |
|
14,824 |
|
16,196 |
|
11,859 |
|
14,548 |
|
|
|
|
|
|
|
|
|
|
|
Personnel |
|
2,038 |
|
1,805 |
|
981 |
|
823 |
|
Taxes and contributions |
|
1,859 |
|
2,688 |
|
854 |
|
1,653 |
|
Current income tax |
|
295 |
|
1,585 |
|
1 |
|
1,232 |
|
Deferred income tax |
|
2,044 |
|
631 |
|
1,319 |
|
811 |
|
Financial expense (excludes capitalized interest) |
|
1,792 |
|
2,420 |
|
1,646 |
|
3,415 |
|
Monetary and exchange variation of liabilities |
|
797 |
|
(1,089 |
) |
786 |
|
(1,518 |
) |
Other remunerations of third party funds |
|
762 |
|
(97 |
) |
1,160 |
|
241 |
|
Reinvested net income |
|
5,112 |
|
7,891 |
|
5,112 |
|
7,891 |
|
Net income attributable to noncontrolling interest |
|
62 |
|
51 |
|
|
|
|
|
Distributed value added from continuing operations |
|
14,761 |
|
15,885 |
|
11,859 |
|
14,548 |
|
Distributed value added from discontinued operations |
|
63 |
|
311 |
|
|
|
|
|
Distributed value added |
|
14,824 |
|
16,196 |
|
11,859 |
|
14,548 |
|
The accompanying notes are an integral part of these interim financial statements.
Selected Notes to the Interim Financial Statements
Expressed in millions of Brazilian reais, unless otherwise stated
Vale S.A. (the Parent Company) is a public company headquartered in the city of Rio de Janeiro, Brazil with securities traded on the stock exchanges of São Paulo B3 S.A. (Vale3), New York - NYSE (VALE), Paris - NYSE Euronext (Vale3) and Madrid LATIBEX (XVALO).
Vale S.A. and its direct and indirect subsidiaries (Vale or Company) are global producers of iron ore and iron ore pellets, key raw materials for steelmaking, and producers of nickel, which is used to produce stainless steel and metal alloys employed in the production of several products. The Company also produces copper, metallurgical and thermal coal, manganese ore, ferroalloys, platinum group metals, gold, silver and cobalt. The information by segment is presented in note 3.
2. Basis for preparation of the interim financial statements
a) Statement of compliance
The condensed consolidated and individual interim financial statements of the Company (interim financial statements) have been prepared in accordance with the International Financial Reporting Standards (IFRS) as implemented in Brazil by the Brazilian Accountant Pronouncements Committee (CPC), approved by the Brazilian Securities Exchange Commission (CVM) and by the Brazilian Federal Accounting Council (CFC). All relevant information from its own interim financial statements, and only this information, are being presented and correspond to those used by the Companys Management.
The selected notes of the Parent Company are presented in a summarized form in note 26.
b) Basis of presentation
The interim financial statements have been prepared to update users about relevant events and transactions occurred in the period and should be read in conjunction with the financial statements for the year ended December 31, 2017. The accounting policies, accounting estimates and judgments, risk management and measurement methods are the same as those applied when preparing the last annual financial statements, except for new accounting policies related to the application of IFRS 9 Financial instrument and IFRS 15 Revenue from contracts with customers, which are described in note 2(c). The accounting policy for recognizing and measuring income taxes in the interim period is described in note 7.
The interim financial statements of the Company and its associates and joint ventures are measured using the currency of the primary economic environment in which the entity operates (functional currency), which in the case of the Parent Company is the Brazilian real (R$). For presentation purposes, these financial statements are presented in Brazilian Reais.
The exchange rates used by the Company to translate its foreign operations are as follows:
|
|
|
|
Average rate |
| ||||
|
|
Closing rate |
|
Three-month period ended |
| ||||
|
|
March 31, 2018 |
|
December 31, 2017 |
|
March 31, 2018 |
|
March 31, 2017 |
|
US Dollar (US$) |
|
3.3238 |
|
3.3080 |
|
3.2433 |
|
3.1451 |
|
Canadian dollar (CAD) |
|
2.5778 |
|
2.6344 |
|
2.5649 |
|
2.3760 |
|
Australian dollar (AUD) |
|
2.5497 |
|
2.5849 |
|
2.5505 |
|
2.3824 |
|
Euro (EUR or ) |
|
4.0850 |
|
3.9693 |
|
3.9866 |
|
3.3510 |
|
The issue of these interim financial statements was authorized by the Board of Directors on April 25, 2018.
c) Changes in significant accounting policies
(i) IFRS 9 Financial instrument The Company has adopted IFRS 9 Financial Instruments starting January 1, 2018. This standard addresses the classification and measurement of financial assets and liabilities, new impairment model and new rules for hedge accounting. The main changes are described below:
· Classification and measurement - Under IFRS 9, the Companys financial assets are initially measured at fair value (plus transaction costs if is not measured at fair value through profit or loss).
The investments in debt financial instruments are subsequently measured at fair value through profit or loss (FVTPL), amortized cost, or fair value through other comprehensive income (FVOCI). The classification is based on two conditions: the Company´s business model in which the asset is held; and whether the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding (SPPI).
The FVOCI category only includes equity instruments, which is not held for trading and the Company has irrevocably elected to designate upon initial recognition. The gains or losses from equity instruments at FVOCI are not recycled to income statement on derecognition and these financial assets are not subject to an impairment assessment under IFRS 9.
The Company has assessed its business models as of the date of IFRS 9 initial application, 1 January 2018, and no significant impact were identified in the financial statements.
· Impairment - IFRS 9 has replaced the IAS 39s incurred loss approach with a forward-looking expected credit loss (ECL) approach.
For accounts receivables, the Company has applied the standards simplified approach and has calculated ECLs based on lifetime expected credit losses. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the economic environment and by any financial guarantees related to these accounts receivables.
For other financial assets, the ECL is based on the 12-month ECL. The 12-month ECL is the proportion of lifetime ECLs that results from default events on a financial instrument that are possible within 12 months after the reporting date. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Companys historical experience and informed credit assessment including forward-looking information.
At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
There is no significant impact on its financial statements resulting from this new impairment approach given Vales credit rating and risk management policies in place.
· Hedge accounting The Company has elected to adopt the new general hedge accounting model in IFRS 9. The changes introduced by IFRS 9 relating to hedge accounting currently have no impact, as the Company does not currently apply cash flow or fair value hedge accounting. The Company currently applies the net investment hedge for which there are no changes introduced by this new standard.
(ii) IFRS 15 Revenue from contracts with customers - The Company has adopted IFRS 15 Revenue from contracts with customers starting January 1, 2018. IFRS 15 establishes a comprehensive framework for revenue recognition and replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. The Company has adopted IFRS 15 using the modified retrospective method. Accordingly, the information presented for 2017 has not been restated.
· Sales of commodities - IFRS 15 introduced the five-step model for revenue recognition from contracts with customers. The new standard is based on the core principle that revenue is recognized when the control of a good or service transfers to a customer of an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
There is no significant impact on the timing of commodities revenue recognition under IFRS 15, since usually the transfer of risks and rewards and the transfer of control under the sales contracts are at the same point in time.
The disaggregated revenue information is disclosed in note 3.
· Shipping services - A proportion of Vales sales are under Cost and Freight (CFR) or Cost, Insurance and Freight (CIF) Incoterms, in which the Company is responsible for providing shipping services after the date that Vale transfers control of the goods to the customers. According to the previous standard (IAS 18), the revenue from shipping services was recognized upon loading, as well as the related costs, and was not considered a separate service.
Under IFRS 15, the provision of shipping services for CFR and CIF contracts should be considered as a separate performance obligation in which a proportion of the transaction price would be allocated and recognized over time as the shipping services are provided. The impact on the timing of revenue recognition of the proportion allocated to the shipping service is not significant to the Companys quarter-end results ended March 31, 2018. Therefore, such revenue has not been presented separately in these interim financial statements.
· Provisionally priced commodities sales - Under IFRS 9 and 15, the treatment of the provisional pricing mechanisms embedded within the provisionally priced commodities sales remains unmodified. Therefore, these revenues are recognized based on the estimated fair value of the total consideration receivable, and the provisionally priced sales mechanism embedded within these sale arrangements has the character of a derivative.
The Company is mostly exposed to the fluctuations in the iron ore and copper price.
The selling price of these products can be measured reliably at each period, since the price is quoted on an active market. The fair value of the sales price adjustment, in the amount of R$525 in the period ended March 31, 2018, were recognized as operational revenue in the income statement.
d) Accounting standards issued but not yet effective
The standards and interpretations issued by IASB relevant to the Company but not yet effective are the same as those applicable when preparing the financial statements for the year ended December 31, 2017. The other new standards effective from January 1, 2018 do not have a material effect on the Companys interim financial statements.
e) Restatement of corresponding figures
The amounts corresponding to the Parent Companys statements of cash flows, for the period ended March 31, 2017, originally presented in the interim financial statements for that period, have been restated for reclassification from financing activities in the amount of R$2,291 to investing activities. This amount relates to intercompany loans between the Parent Company and its subsidiary and was presented as cash flows from financing activities in the aforementioned period. This reclassification aligns the Companys accounting practice with its cash management policy, which aims to manage at the Parent Company the cash generated by its subsidiaries, including sale of investments and planning for future investments.
In addition, the cash outflows in the amount of R$2,819 originally presented as transactions with stockholders were reclassified in cash flow from financing activities, from Related Parties to Additions and Repayments of loans and borrowings with third parties.
The effects of these restatements are as follows:
|
|
Parent company |
| ||||
|
|
Three-month period ended March 31, 2017 |
| ||||
|
|
Original balance |
|
Reclassification |
|
Restated |
|
|
|
|
|
|
|
|
|
Statement of cash flows |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
4,272 |
|
|
|
4,272 |
|
|
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
|
|
Loans and advances - net receipts (payments) |
|
(776 |
) |
2,291 |
|
1,515 |
|
Net cash provided by (used in) investing activities |
|
(3,470 |
) |
2,291 |
|
(1,179 |
) |
|
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
|
|
Loans and borrowings |
|
|
|
|
|
|
|
Additions |
|
6,421 |
|
(6,100 |
) |
321 |
|
Repayments |
|
(4,130 |
) |
990 |
|
(3,140 |
) |
Transactions with stockholders |
|
|
|
|
|
|
|
Related parties |
|
(2,819 |
) |
2,819 |
|
|
|
Net cash used in financing activities |
|
(528 |
) |
(2,291 |
) |
(2,819 |
) |
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
274 |
|
|
|
274 |
|
3. Information by business segment and by geographic area
The information presented to the Executive Board on the performance of each segment is derived from the accounting records, adjusted for reclassifications between segments.
a) Adjusted LAJIDA (EBITDA)
Management uses adjusted EBITDA to assess each segments contribution to the Companys performance and to support the decision making process. Adjusted EBITDA is calculated for each segment using operating income or loss plus dividends received and interest from associates and joint ventures, and adding back the amounts charged as (i) depreciation, depletion and amortization and (ii) special events (additional information can be found in note 4).
In 2018, the Company has allocated general and corporate expenses to Others as these expenses are not directly related to the performance of each business segment. Therefore, Others includes unallocated corporate expenses. The comparative period was restated in order to reflect this change in the criteria for allocation.
|
|
Consolidated |
| ||||||||||||
|
|
Three-month period ended March 31, 2018 |
| ||||||||||||
|
|
Net operating |
|
Cost of goods |
|
Sales, |
|
Research and |
|
Pre operating |
|
Dividends |
|
Adjusted LAJIDA |
|
Ferrous minerals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iron ore |
|
15,278 |
|
(6,756 |
) |
(41 |
) |
(65 |
) |
(113 |
) |
|
|
8,303 |
|
Iron ore Pellets |
|
5,142 |
|
(2,638 |
) |
(5 |
) |
(16 |
) |
(10 |
) |
|
|
2,473 |
|
Ferroalloys and manganese |
|
406 |
|
(242 |
) |
(3 |
) |
(1 |
) |
|
|
|
|
160 |
|
Other ferrous products and services |
|
372 |
|
(237 |
) |
(9 |
) |
|
|
|
|
|
|
126 |
|
|
|
21,198 |
|
(9,873 |
) |
(58 |
) |
(82 |
) |
(123 |
) |
|
|
11,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal |
|
1,234 |
|
(1,086 |
) |
6 |
|
(11 |
) |
|
|
193 |
|
336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base metals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nickel and other products |
|
3,675 |
|
(2,291 |
) |
(48 |
) |
(29 |
) |
(27 |
) |
|
|
1,280 |
|
Copper |
|
1,627 |
|
(804 |
) |
(3 |
) |
(12 |
) |
|
|
|
|
808 |
|
|
|
5,302 |
|
(3,095 |
) |
(51 |
) |
(41 |
) |
(27 |
) |
|
|
2,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
198 |
|
(225 |
) |
(501 |
) |
(89 |
) |
(18 |
) |
33 |
|
(602 |
) |
Total of continuing operations |
|
27,932 |
|
(14,279 |
) |
(604 |
) |
(223 |
) |
(168 |
) |
226 |
|
12,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations (Fertilizers) |
|
288 |
|
(272 |
) |
(4 |
) |
|
|
|
|
|
|
12 |
|
Total |
|
28,220 |
|
(14,551 |
) |
(608 |
) |
(223 |
) |
(168 |
) |
226 |
|
12,896 |
|
(i) Adjusted for the special events occurred in the period.
|
|
Consolidated |
| ||||||||||
|
|
Three-month period ended March 31, 2017 |
| ||||||||||
|
|
Net operating |
|
Cost of goods sold |
|
Sales, |
|
Research and |
|
Pre operating and |
|
Adjusted LAJIDA |
|
Ferrous minerals |
|
|
|
|
|
|
|
|
|
|
|
|
|
Iron ore |
|
15,145 |
|
(5,257 |
) |
212 |
|
(51 |
) |
(127 |
) |
9,922 |
|
Iron ore Pellets |
|
4,585 |
|
(2,050 |
) |
|
|
(10 |
) |
(4 |
) |
2,521 |
|
Ferroalloys and manganese |
|
273 |
|
(139 |
) |
(3 |
) |
|
|
(9 |
) |
122 |
|
Other ferrous products and services |
|
395 |
|
(239 |
) |
(10 |
) |
(1 |
) |
|
|
145 |
|
|
|
20,398 |
|
(7,685 |
) |
199 |
|
(62 |
) |
(140 |
) |
12,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal |
|
1,020 |
|
(779 |
) |
(12 |
) |
(10 |
) |
|
|
219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base metals |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nickel and other products |
|
3,558 |
|
(2,712 |
) |
(41 |
) |
(29 |
) |
(121 |
) |
655 |
|
Copper |
|
1,464 |
|
(721 |
) |
(2 |
) |
(5 |
) |
|
|
736 |
|
|
|
5,022 |
|
(3,433 |
) |
(43 |
) |
(34 |
) |
(121 |
) |
1,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
302 |
|
(307 |
) |
(689 |
) |
(100 |
) |
(3 |
) |
(797 |
) |
Total of continuing operations |
|
26,742 |
|
(12,204 |
) |
(545 |
) |
(206 |
) |
(264 |
) |