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Vale S.A. Regulatory Filings 2013

Nov 6, 2013

30050_ffr_2013-11-06_ecc23cdf-4e25-441f-ac85-fc7cc95295cd.zip

Regulatory Filings

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Table of Contents

*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*

*November, 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- .

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*Interim Financial Statements*

*September 30, 2013*

*BR GAAP*

Filed with the CVM, SEC and HKEx on

November 6, 2013

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*Vale S.A.*

*Index to the Interim Financial Statements*

Page
Report of Independent Auditor’s Report 3
Condensed Consolidated and Parent Company Balance Sheets as of September 30, 2013, December 31, 2012 and January 1 st , 2012 5
Condensed Consolidated and Parent Company Statements Income for the Three-month periods ended September 30, 2013 and September 30, 2012 and Nine-month periods ended September 30, 2013 and September 30, 2012 7
Condensed Consolidated and Parent Company Statements of Other Comprehensive Income for the Three-month periods ended September 30, 2013 and September 30, 2012 and Nine-month periods ended September 30, 2013 and September 30, 2012 9
Condensed Statements of Changes in Stockholder’s Equity for the Nine-month periods ended September 30, 2013 and September 30, 2012 10
Condensed Consolidated and Parent Company Statements of Cash Flow for the Nine-month periods ended September 30, 2013 and September 30, 2012 11
Condensed Consolidated and Parent Company Statements of Added Value for the Nine-month periods ended September 30, 2013 and September 30, 2012 12
Selected Notes to the Interim Financial Statements 13

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(A free translation of the original in Portuguese)

*Vale S.A.*

*Condensed interim financial statements*

*at September 30, 2013*

*and report on review*

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*Report on review of condensed interim financial statements*

To the Board of Directors and Stockholders

Vale S.A.

*Introduction*

We have reviewed the accompanying condensed interim balance sheet of Vale S.A. (the “Company”) as at September 30, 2013 and the related condensed statements of income and comprehensive income for the quarter and nine-month period then ended, and the condensed statements of changes in equity and cash flows for the nine-month period then ended.

We have also reviewed the accompanying consolidated condensed interim balance sheet of Vale S.A. and its subsidiaries (“Consolidated”) as at September 30, 2013 and the related consolidated condensed statements of income and comprehensive income for the quarter and nine-month period then ended, and the consolidated condensed statements of changes in equity and cash flows for the nine-month period then ended.

Management is responsible for the preparation and fair presentation of these parent company condensed interim financial statements in accordance with accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and for the consolidated condensed interim financial statements in accordance with CPC 21 and International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these condensed interim financial statements based on our review.

*Scope of review*

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

PricewaterhouseCoopers, Av. José Silva de Azevedo Neto 200, 1 º e 2 º , Torre Evolution IV, Barra da Tijuca, Rio de Janeiro, RJ, Brasil 22775-056

T: (21) 3232-6112, F: (21) 3232-6113, www.pwc.com/br

PricewaterhouseCoopers, Rua da Candelária 65, 20 º , Rio de Janeiro, RJ, Brasil 20091-020, Caixa Postal 949,

T: (21) 3232-6112, F: (21) 2516-6319, www.pwc.com/br

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*Conclusion on the parent company condensed interim financial statements*

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company condensed interim financial statements referred to above are not prepared, in all material respects, in accordance with CPC 21.

*Conclusion on the consolidated condensed interim financial statements*

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial statements referred to above are not prepared, in all material respects, in accordance with CPC 21 and IAS 34.

*Emphasis of matter*

As discussed in Note 4 to the accompanying condensed interim financial statements, the Company changed its method of accounting to reflect the revised employee benefits standard effective January 1, 2013 and, retrospectively adjusted the financial statements as of December 31, 2012 and for the period ended September 30, 2012.

*Other matters*

*Condensed statements of value added*

We have also reviewed the parent company and consolidated condensed statements of value added for the nine-month period ended September 30, 2013. These statements are the responsibility of the Company’s management, and are presented as supplementary information. These statements have been subjected to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in a manner consistent with the condensed interim financial statements taken as a whole.

Rio de Janeiro, November 6, 2013

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5 “F” RJ

João César de Oliveira Lima Júnior

Contador CRC 1RJ077431/O-8

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*Condensed Balance Sheet*

*In thousands of Brazilian Reais*

Notes Consolidated — September 30, 2013 December 31, 2012 January 1 st , 2012 Parent Company — September 30, 2013 December 31, 2012 January 1 st , 2012
(unaudited) (i) (i) (unaudited) (i) (i)
Assets
Current assets
Cash and cash equivalents 8 15,878,774 11,917,717 6,593,177 1,854,402 688,434 574,787
Short-term investments 180,536 505,857 — 17,376 43,428 —
Derivatives financial instruments 24 492,253 575,173 1,111,744 440,157 500,293 573,732
Accounts receivable 9 11,999,554 13,884,663 15,888,807 22,450,659 21,838,539 15,808,849
Related parties 31 1,898,979 786,202 153,738 2,019,584 1,347,488 2,561,308
Inventories 10 10,171,282 10,319,973 9,833,050 3,518,389 3,282,531 3,182,738
Prepaid income tax 1,205,331 1,472,186 867,549 85,736 168,428 169,101
Recoverable taxes 11 3,411,812 3,147,715 3,307,994 1,858,750 1,902,190 2,147,431
Advances to suppliers 640,074 523,220 733,382 223,415 241,671 381,768
Others 2,304,719 1,972,360 1,646,824 808,760 574,348 183,394
48,183,314 45,105,066 40,136,265 33,277,228 30,587,350 25,583,108
Non-current assets held for sale and discontinued operation 12 6,994,617 934,551 — 5,188,968 — —
55,177,931 46,039,617 40,136,265 38,466,196 30,587,350 25,583,108
Non-current assets
Related parties 31 538,809 832,571 904,172 1,010,110 863,990 445,769
Loans and financing agreements to receive 599,090 501,726 399,277 192,237 187,862 158,195
Judicial deposits 18 3,328,542 3,094,977 2,734,599 2,750,580 2,474,077 2,091,492
Recoverable income tax 701,537 899,198 628,735 — — —
Deferred income tax and social contribution 20 10,463,103 8,291,074 3,549,328 7,370,211 5,714,932 2,119,056
Recoverable taxes 11 1,247,322 443,478 482,997 239,738 255,264 201,226
Financial instruments - investments 13 4,186,216 14,378 13,738 — — —
Derivatives financial instruments 24 330,883 92,567 112,253 — 2,928 96,262
Deposit on incentive and reinvestment 492,619 326,837 428,750 463,896 301,998 428,750
Others 1,257,472 985,937 1,081,454 153,974 222,358 388,263
23,145,593 15,482,743 10,335,303 12,180,746 10,023,409 5,929,013
Investments 14 8,835,314 13,044,460 14,984,038 125,392,152 121,628,958 111,953,695
Intangible assets 15 15,905,149 18,822,027 17,788,581 15,436,367 14,664,435 13,973,730
Property, plant and equipment, net 16 189,677,342 173,454,620 153,854,863 68,923,155 61,231,322 55,503,193
237,563,398 220,803,850 196,962,785 221,932,420 207,548,124 187,359,631
Total assets 292,741,329 266,843,467 237,099,050 260,398,616 238,135,474 212,942,739

*(i)* Period adjusted according to note 4.

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*Condensed Balance Sheet*

*In thousands of Brazilian Reais*

*(continued)*

Notes Consolidated — September 30, 2013 December 31, 2012 January 1 st , 2012 Parent Company — September 30, 2013 December 31, 2012 January 1 st , 2012
(unaudited) (i) (i) (unaudited) (i) (i)
Liabilities
Current liabilities
Suppliers and contractors 8,896,467 9,255,150 8,851,220 3,649,884 4,178,494 3,503,577
Payroll and related charges 2,669,837 3,024,651 2,442,255 1,787,797 2,001,090 1,581,782
Derivative financial instruments 24 1,144,548 709,722 135,697 771,733 558,161 117,470
Current portion of long-term debt 17 6,853,020 7,092,878 2,807,280 6,007,936 5,327,849 891,654
Short-term debt 17 — — 40,044 — — —
Related parties 31 246,629 423,336 42,907 4,281,161 6,433,629 4,959,017
Taxes and royalties payable 688,808 664,387 978,915 311,668 332,955 329,680
Income tax and social contribution taxes 2,961,319 1,309,821 955,342 2,155,958 369,658 —
Employee post-retirement benefits obligations 423,916 421,241 316,061 241,196 219,396 140,508
Railway sub-concession agreement payable — 133,275 123,059 — — —
Asset retirement obligations 19 140,749 142,831 136,436 61,541 — 20,507
Dividends and interest on capital — — 2,207,101 — — 2,207,101
Others 1,636,204 2,164,455 1,650,443 628,925 752,098 400,023
25,661,497 25,341,747 20,686,760 19,897,799 20,173,330 14,151,319
Liabilities directly associated with non-current assets held for sale and discontinued operation 12 1,012,522 368,378 — — — —
26,674,019 25,710,125 20,686,760 19,897,799 20,173,330 14,151,319
Non-current liabilities
Derivative financial instruments 24 3,213,339 1,600,656 1,238,542 2,935,632 1,409,568 953,357
Long-term debt 17 58,971,453 54,762,976 40,224,674 28,620,698 26,867,240 18,595,793
Related parties 31 148,142 146,440 170,616 32,279,865 29,362,525 28,654,132
Employee post-retirement benefits obligations 7,110,950 6,627,195 4,485,687 1,069,853 745,653 411,766
Provisions for litigation 18 3,574,750 4,218,193 3,144,740 2,474,885 2,867,052 1,927,686
Deferred income tax and social contribution 20 6,927,715 6,918,372 10,175,546 — — —
Asset retirement obligations 19 5,297,535 5,472,452 3,427,294 1,683,571 1,625,324 1,094,824
Stockholders’ Debentures 30(d) 4,128,679 3,378,845 2,495,995 4,128,679 3,378,845 2,495,995
Redeemable noncontrolling interest 1,075,128 994,776 942,668 — — —
Goldstream transaction 29 3,367,931 — — — — —
Others 3,659,960 3,901,949 4,617,145 1,851,300 1,839,474 2,373,706
97,475,582 88,021,854 70,922,907 75,044,483 68,095,681 56,507,259
Total liabilities 124,149,601 113,731,979 91,609,667 94,942,282 88,269,011 70,658,578
Stockholders’ equity 25
Preferred class A stock - 7,200,000,000 no-par-value shares authorized and 2,108,579,618 (in 2012 - 2,108,579,618) issued 29,475,211 29,475,211 29,475,211 29,475,211 29,475,211 29,475,211
Common stock - 3,600,000,000 no-par-value shares authorized and 3,256,724,482 (in 2012 - 3,256,724,482) issued 45,524,789 45,524,789 45,524,789 45,524,789 45,524,789 45,524,789
Mandatorily convertible notes - common shares — — 359,649 — — 359,649
Mandatorily convertible notes - preferred shares — — 796,162 — — 796,162
Treasury stock - 140,857,692 (in 2012 - 140,857,692) preferred and 71,071,482 (in 2012 - 71,071,482) common shares (7,839,512 ) (7,839,512 ) (9,918,541 ) (7,839,512 ) (7,839,512 ) (9,918,541 )
Results from operations with noncontrolling stockholders (789,637 ) (839,155 ) (70,706 ) (789,637 ) (839,155 ) (70,706 )
Results in the translation/issuance of shares — 49,518 — — 49,518 —
Unrealized fair value gain (losses) (4,713,648 ) (3,796,910 ) (977,441 ) (4,713,648 ) (3,796,910 ) (977,441 )
Cumulative translation adjustments 14,669,940 8,692,782 (1,016,710 ) 14,669,941 8,692,782 (1,016,711 )
Retained earnings 89,129,191 78,599,740 78,111,748 89,129,190 78,599,740 78,111,749
Total company stockholders’ equity 165,456,334 149,866,463 142,284,161 165,456,334 149,866,463 142,284,161
Noncontrolling interests 3,135,394 3,245,025 3,205,222 — — —
Total stockholders’ equity 168,591,728 153,111,488 145,489,383 165,456,334 149,866,463 142,284,161
Total liabilities and stockholders’ equity 292,741,329 266,843,467 237,099,050 260,398,616 238,135,474 212,942,739

*(i)* Period adjusted according to note 4.

The accompanying selected notes are an integral part of these Interim Financial Statements.

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*Condensed Consolidated Statement of Income*

*In thousands of Brazilian Reais, except as otherwise stated*

(unaudited)
Three-month period ended Nine-month period ended
Notes September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Continued operations
Net operating revenue 26 28,191,250 22,742,297 71,526,329 66,808,801
Cost of goods sold and services rendered 27 (14,292,233 ) (13,453,395 ) (37,332,344 ) (36,269,597 )
Gross profit 13,899,017 9,288,902 34,193,985 30,539,204
Operating (expenses) income
Selling and administrative expenses 27 (682,754 ) (1,014,381 ) (2,030,884 ) (3,074,078 )
Research and development expenses (460,526 ) (725,492 ) (1,123,088 ) (1,952,640 )
Pre operation and stoppage operation (1,273,377 ) (593,584 ) (2,973,117 ) (1,697,959 )
Other operating expenses, net 27 (611,948 ) (1,572,559 ) (1,338,693 ) (2,814,991 )
Realized loss on non-current assets sold — — — (768,236 )
(3,028,605 ) (3,906,016 ) (7,465,782 ) (10,307,904 )
Operating profit 10,870,412 5,382,886 26,728,203 20,231,300
Financial income 28 921,227 317,033 3,940,190 2,212,785
Financial expenses 28 (2,171,463 ) (2,174,669 ) (12,866,065 ) (8,998,486 )
Equity results from associates and joint controlled entities 14 292,732 313,869 738,677 1,060,489
Income before income tax and social contribution 9,912,908 3,839,119 18,541,005 14,506,088
Income tax and social contribution
Current income tax 20 (3,214,727 ) (2,156,570 ) (5,938,950 ) (3,668,083 )
Deferred income tax 20 1,167,709 1,440,257 2,206,609 1,699,266
Reversal of deferred income tax liabilities 20 — — — 2,533,411
(2,047,018 ) (716,313 ) (3,732,341 ) 564,594
Net income from continued operations 7,865,890 3,122,806 14,808,664 15,070,682
Loss attributable to noncontrolling interests (112,082 ) (165,836 ) (294,455 ) (402,308 )
Net income attributable to the Company’s stockholders 7,977,972 3,288,642 15,103,119 15,472,990
Discontinued Operations
Net income (loss) from discontinued operations 12 (28,472 ) 32,013 (120,918 ) (120,266 )
Net income (loss) attributable to the Company’s stockholders (28,472 ) 32,013 (120,918 ) (120,266 )
Net income 7,837,418 3,154,819 14,687,746 14,950,416
Loss attributable to noncontrolling interests (112,082 ) (165,836 ) (294,455 ) (402,308 )
Net income attributable to the Company’s stockholders 7,949,500 3,320,655 14,982,201 15,352,724
Earnings per share attributable to the Company’s stockholders:
Basic and diluted earnings per share:
Common share and (in Brazilian reais) 25(c) 1.54 0.64 2.91 3.01
Preferred share (in Brazilian reais) 25(c) 1.54 0.64 2.91 3.01

*(i)* Period adjusted according to note 4.

The accompanying selected notes are an integral part of these Interim Financial Statements.

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*Condensed Statement of Income of the Parent Company*

*In thousands of Brazilian Reais, except as otherwise stated*

(unaudited)
Three-month period ended Nine-month period ended
Notes September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Net operating revenue 17,000,979 15,641,600 45,566,833 43,345,316
Cost of goods sold and services rendered 27 (6,203,481 ) (6,417,511 ) (15,987,386 ) (17,932,004 )
Gross profit 10,797,498 9,224,089 29,579,447 25,413,312
Operating (expenses) income
Selling and administrative expenses 27 (400,356 ) (557,722 ) (1,162,785 ) (1,701,925 )
Research and development expenses (263,078 ) (398,002 ) (642,167 ) (1,063,698 )
Pre operating and stoppage operation (293,664 ) (243,145 ) (822,580 ) (456,178 )
Other operating expenses, net 27 (457,908 ) (1,121,528 ) (812,736 ) (1,674,957 )
Equity results from subsidiaries (ii) 14 1,614,421 (1,127,924 ) 659,898 3,439,199
Realized gain (loss) on non-current assets held for sales (130,885 ) — (130,885 ) (768,236 )
68,530 (3,448,321 ) (2,911,255 ) (2,225,795 )
Operating income 10,866,028 5,775,768 26,668,192 23,187,517
Financial income 28 205,238 163,086 3,077,257 1,412,091
Financial expenses 28 (1,809,017 ) (2,171,691 ) (11,534,543 ) (8,366,642 )
Equity results from joint controlled and associates 14 292,732 313,869 738,677 1,060,489
Income before income tax and social contribution 9,554,981 4,081,032 18,949,583 17,293,455
Income tax and social contribution
Current income tax 20 (2,999,905 ) (1,809,288 ) (5,463,198 ) (3,012,559 )
Deferred income tax 20 1,394,424 1,048,911 1,495,816 1,071,828
(1,605,481 ) (760,377 ) (3,967,382 ) (1,940,731 )
Net income attributable to the Company’s stockholders 7,949,500 3,320,655 14,982,201 15,352,724
Earnings per share attributable to the Company’s stockholders:
Basic and diluted earnings per share:
Common share and (in Brazilian reais) 25(c) 1.54 0.64 2.91 3.01
Preferred share (in Brazilian reais) 25(c) 1.54 0.64 2.91 3.01

*(i)* Period adjusted according to note 4.

*(ii)* Except the loss of R$46,428 in 2012 related to the sale of manganese assets.

The accompanying selected notes are an integral part of these Interim Financial Statements.

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*Condensed Statement of Other Comprehensive Income*

*In thousands of Brazilian Reais*

Consolidated (unaudited)
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Net income 7,837,418 3,154,819 14,687,746 14,950,416
Other comprehensive income
Item will not be reclassified subsequently for income
Retirement benefit obligations
Gross balance as of the period 209,318 350,083 (117,706 ) 451,957
Effect of tax (69,598 ) (108,893 ) 54,095 (147,513 )
Total items will not be reclassified subsequently for income 139,720 241,190 (63,611 ) 304,444
Item will be reclassified subsequently for income
Cumulative translation adjustments of the period 516,167 2,691,803 5,905,242 8,928,794
Unrealized gain (loss) on available-for-sale investments
Gross balance as of the period 113,179 3,766 (468,554 ) (878 )
Effect of tax — (801 ) — (801 )
113,179 2,965 (468,554 ) (1,679 )
Cash flow hedge
Gross balance as of the period 95,075 62,899 (148,305 ) (170,771 )
Effect of tax (17,158 ) (32,726 ) 13,698 (2,340 )
77,917 30,173 (134,607 ) (173,111 )
Total items will be reclassified subsequently for income 707,263 2,724,941 5,302,081 8,754,004
Total other comprehensive income 8,684,401 6,120,950 19,926,216 24,008,864
Other comprehensive income attributable to noncontrolling interests (109,417 ) (93,035 ) (116,405 ) (66,832 )
Other comprehensive income attributable to the Company’s stockholders 8,793,818 6,213,985 20,042,621 24,075,696
8,684,401 6,120,950 19,926,216 24,008,864
Parent company (unaudited)
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Net income 7,949,500 3,320,655 14,982,201 15,352,724
Other comprehensive income
Item will not be reclassified subsequently for income
Retirement benefit obligations
Gross balance as of the period 209,318 350,083 (117,706 ) 451,957
Effect of tax (69,598 ) (108,893 ) 54,095 (147,513 )
139,720 241,190 (63,611 ) 304,444
Total items will not be reclassified subsequently for income 139,720 241,190 (63,611 ) 304,444
Item will be reclassified subsequently for income
Cumulative translation adjustments of the period 513,502 2,619,002 5,727,192 8,593,318
Unrealized gain (loss) on available-for-sale investments
Gross balance as of the period 113,179 3,766 (468,554 ) (878 )
Effect of tax — (801 ) — (801 )
113,179 2,965 (468,554 ) (1,679 )
Cash flow hedge
Gross balance as of the period 95,075 62,899 (148,305 ) (170,771 )
Effect of tax (17,158 ) (32,726 ) 13,698 (2,340 )
77,917 30,173 (134,607 ) (173,111 )
Total items will be reclassified subsequently for income 704,598 2,652,140 5,124,031 8,418,528
Total other comprehensive income attributable to the Company’s stockholders 8,793,818 6,213,985 20,042,621 24,075,696

*(i)* Period adjusted according to note 4.

The accompanying selected notes are an integral part of these Interim Financial Statements.

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*Condensed Statements of Changes in Stockholder’s Equity*

*In thousands of Brazilian Reais*

Nine-month period ended (unaudited) — Capital Results in the translation of shares Mandatorily convertible notes Revenue reserves Treasury stock Unrealized fair value gain (losses) Results from operation with noncontrolling stockholders Cumulative translation adjustment Retained earnings Total Company stockholder’s equity Noncontrolling stockholders’ interests Total stockholder’s equity
January 1 st , 2013 (i) 75,000,000 49,518 — 78,451,185 (7,839,512 ) (3,796,910 ) (839,155 ) 8,692,782 148,555 149,866,463 3,245,025 153,111,488
Net income — — — — — — — — 14,982,201 14,982,201 (294,455 ) 14,687,746
Other comprehensive income:
Retirement benefit obligations — — — — — (63,611 ) — — — (63,611 ) — (63,611 )
Cash flow hedge — — — — — (134,607 ) — — — (134,607 ) — (134,607 )
Unrealized results on valuation at market — — — — — (468,554 ) — — — (468,554 ) — (468,554 )
Cumulative translation adjustments — — — — — (249,966 ) — 5,977,158 — 5,727,192 178,050 5,905,242
Contribution and destination to stockholders:
Capitalization of noncontrolling stockholders advances — — — — — — — — — — 13,322 13,322
Redeemable noncontrolling stockholders’ interest — — — — — — — — — — 125,103 125,103
Dividends to noncontrolling stockholders — — — — — — — — — — (131,651 ) (131,651 )
Dividends and interest on capital to Company’s stockholders — — — — — — — — (4,452,750 ) (4,452,750 ) — (4,452,750 )
September 30, 2013 75,000,000 49,518 — 78,451,185 (7,839,512 ) (4,713,648 ) (839,155 ) 14,669,940 10,678,006 165,456,334 3,135,394 168,591,728
January 1 st , 2012 (i) 75,000,000 — 1,155,811 78,105,988 (9,918,541 ) (977,441 ) (70,706 ) (1,016,710 ) 5,760 142,284,161 3,205,222 145,489,383
Net income — — — — — — — — 15,352,724 15,352,724 (402,308 ) 14,950,416
Other comprehensive income:
Retirement benefit obligations — — — — — 304,444 — — — 304,444 — 304,444
Cash flow hedge — — — — — (173,111 ) — — — (173,111 ) — (173,111 )
Unrealized results on valuation at market — — — — — (1,679 ) — — — (1,679 ) — (1,679 )
Cumulative translation adjustments — — — — — (86,736 ) — 8,680,054 — 8,593,318 335,476 8,928,794
Contribution and destination to stockholders:
Capitalization of noncontrolling stockholders advances — — — — — — — — — — 58,351 58,351
Repurchase of convertible notes — — — — 11 — — — — 11 — 11
Remuneration for mandatorily convertible notes — — (128,231 ) — — — — — — (128,231 ) — (128,231 )
Redeemable noncontrolling stockholders’ interest — — — — — — — — — — 262,381 262,381
Acquisitions and disposal of noncontrolling stockholders — — — — — — (433,203 ) — — (433,203 ) — (433,203 )
Result on conversion of shares — 49,518 (1,027,580 ) — 2,079,018 (1,100,956 ) — — — — — —
Dividends to noncontrolling stockholders — — — — — — — — — — (123,076 ) (123,076 )
Dividends and interest on capital to Company’s stockholders — — — — — — — — (3,273,899 ) (3,273,899 ) — (3,273,899 )
September 30, 2012 (i) 75,000,000 49,518 — 78,105,988 (7,839,512 ) (2,035,479 ) (503,909 ) 7,663,344 12,084,585 162,524,535 3,336,046 165,860,581

*(i)* Period adjusted according to note 4.

The accompanying selected notes are an integral part of these Interim Financial Statements.

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*Condensed Statement of Cash Flows*

*In thousands of Brazilian Reais*

Nine-month period ended (unaudited)
Consolidated Parent Company
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Cash flow from operating activities:
Net income of the period 14,687,746 14,950,416 14,982,201 15,352,724
Adjustments to reconcile net income to cash from operations
Equity results from associates (738,677 ) (1,060,489 ) (1,398,575 ) (4,453,260 )
Realized gains on assets (352,928 ) 768,236 130,885 721,808
Depreciation, amortization and depletion 6,703,070 5,928,454 1,963,026 1,904,823
Deferred income tax and social contribution (2,254,232 ) (1,702,807 ) (1,495,816 ) (1,071,828 )
Reversal of deferred income tax — (2,533,411 ) — —
Foreign exchange and indexation, net 1,319,749 1,796,734 4,108,969 3,007,134
Loss on disposal of property, plant and equipment 375,890 568,831 317,000 129,982
Unrealized derivative losses, net 1,878,617 1,257,057 1,802,698 989,854
Dividends and interest on capital received from subsidiaries — — 1,071,566 126,984
Stockholders’ Debentures 749,834 311,015 749,834 311,015
Others 229,764 (443,623 ) 323,500 (489,277 )
Decrease (increase) in assets:
Accounts receivable from customers 1,560,668 3,455,235 (612,120 ) (6,231,473 )
Inventories 226,159 (799,634 ) 295,984 31,979
Recoverable taxes (161,361 ) 832,019 137,299 1,201,027
Others 235,817 584,526 222,354 1,269,313
Increase (decrease) in liabilities:
Suppliers and contractors (75,841 ) 607,258 (528,611 ) 859,773
Payroll and related charges (294,278 ) (319,115 ) (213,293 ) (307,901 )
Taxes and contributions 2,034,507 456,297 1,605,551 1,294,726
Gold stream transaction 2,899,450 — — —
Others (759,376 ) 1,866,361 (802,193 ) 1,561,891
Net cash provided by operating activities 28,264,578 26,523,360 22,660,259 16,209,294
Cash flow from investing activities:
Short-term investments 325,321 (1,387,283 ) 26,052 —
Loans and advances (130,125 ) 595,187 (96,332 ) 1,583,131
Guarantees and deposits (158,898 ) (196,129 ) (166,899 ) (209,301 )
Additions to investments (724,640 ) (543,461 ) (4,835,767 ) (4,915,245 )
Additions to property, plant and equipment (21,532,731 ) (22,440,287 ) (10,753,021 ) (10,692,339 )
Dividends and interest on capital received from Joint controlled entities and associates 691,046 383,894 451,050 181,153
Proceeds from disposals of fixed assets 189,777 745,028 — 745,028
Proceeds from Gold stream 1,160,635 — — —
Net cash used in investing activities (20,179,615 ) (22,843,051 ) (15,374,917 ) (13,307,573 )
Cash flow from financing activities:
Short-term debt
Additions 1,007,958 1,067,075 1,022,453 987,224
Repayments (1,136,838 ) (75,814 ) (3,515,333 ) (3,218,566 )
Long-term debt
Additions 1,743,968 12,883,064 1,726,122 11,120,938
Repayments (2,064,550 ) (1,599,405 ) (899,866 ) (454,470 )
Repayments:
Dividends and interest on capital paid to stockholders (4,452,750 ) (5,481,000 ) (4,452,750 ) (5,481,000 )
Dividends and interest on capital attributed to noncontrolling interest (23,267 ) (69,773 ) — —
Transactions with noncontrolling stockholders — (980,406 ) — —
Net cash provided by (used in) financing activities (4,925,479 ) 5,743,741 (6,119,374 ) 2,954,126
Increase in cash and cash equivalents 3,159,484 9,424,050 1,165,968 5,855,847
Cash and cash equivalents of cash, beginning of the period 11,917,717 6,593,177 688,434 574,787
Effect of exchange rate changes on cash and cash equivalents 801,573 87,860 — —
Cash and cash equivalents, end of the period 15,878,774 16,105,087 1,854,402 6,430,634
Cash paid during the period for:
Interest on Short-term debt (ii) (611 ) (2,438 ) (8,553 ) (1,860 )
Interest on Long-term debt (ii) (2,434,820 ) (1,908,808 ) (1,977,155 ) (1,891,591 )
Income tax and social contribution (3,368,048 ) (1,807,700 ) (2,769,614 ) (311,766 )
Non-cash transactions:
Additions to property, plant and equipment - interest capitalization 451,109 317,486 18,718 27,562
Acquisition on equity investments — — — 10,214

*(i)* Period adjusted according to note 4.

*(ii)* Interests paid are classified flow from operating activities.

The accompanying selected notes are an integral part of these Interim Financial Statements.

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*Condensed Statement of Added Value*

*In thousands of Brazilian Reais*

Nine-month period ended (unaudited)
Consolidated Parent Company
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Generation of added value
Gross revenue
Revenue from products and services 75,221,956 66,245,922 46,455,057 44,150,848
Gain on sale of assets 352,928 (768,236 ) (130,885 ) (721,808 )
Other revenue (4,049 ) (2,007 ) — —
Revenue from the construction of own assets 13,368,989 21,047,587 7,051,664 11,159,876
Allowance for doubtful accounts (31,256 ) 10,098 (5,186 ) 7,465
Less:
Acquisition of products (2,076,506 ) (2,032,277 ) (590,839 ) (1,146,980 )
Outsourced services (10,956,411 ) (14,043,219 ) (6,109,309 ) (8,147,118 )
Materials (11,346,048 ) (18,404,008 ) (3,501,957 ) (8,694,655 )
Oil and gas (3,060,169 ) (3,195,619 ) (1,716,073 ) (1,778,303 )
Energy (1,021,125 ) (1,272,599 ) (530,867 ) (851,169 )
Freight (4,611,814 ) (3,938,274 ) — —
Other costs and expenses (7,845,638 ) (5,179,173 ) (3,416,128 ) (4,817,557 )
Gross added value 47,990,857 38,468,195 37,505,477 29,160,599
Depreciation, amortization and depletion (6,703,070 ) (5,928,454 ) (1,963,026 ) (1,904,823 )
Net added value 41,287,787 32,539,741 35,542,451 27,255,776
Received from third parties
Financial income 1,380,987 1,383,405 548,473 711,396
Equity results 738,677 1,060,489 1,398,575 4,453,260
Total added value to be distributed 43,407,451 34,983,635 37,489,499 32,420,432
Personnel 6,368,392 6,234,979 2,845,346 3,426,869
Taxes, rates and contribution 8,302,042 6,139,216 6,688,811 4,034,161
Current income tax 5,998,652 3,720,046 5,463,198 3,012,559
Deferred income tax (2,254,232 ) (4,236,218 ) (1,495,816 ) (1,071,828 )
Remuneration of debt capital 5,967,928 4,666,607 5,052,786 4,025,813
Monetary and exchange changes, net 4,336,922 3,508,589 3,952,973 3,640,134
Net income attributable to the Company’s stockholders 14,982,201 15,352,724 14,982,201 15,352,724
Loss attributable to noncontrolling interest (294,454 ) (402,308 ) — —
Distribution of added value 43,407,451 34,983,635 37,489,499 32,420,432

*(i)* Period adjusted according to note 4.

The accompanying selected notes are an integral part of these Interim Financial Statements.

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*Selected Notes to the Interim Financial Statements*

*Expressed in thousands of Brazilian Reais, unless otherwise stated*

*1. Operational Context*

Vale S.A. (“Vale” or “Parent Company”) is a publicly-listed company with its headquarters at number 26 of Graça Aranha avenue, downtown of Rio de Janeiro, Brazil with shares traded on the stock exchanges of Sao Paulo (“BM&F BOVESPA”), New York (“NYSE”), Paris (“NYSE Euronext”) and Hong Kong (“HKEx”).

Company and its direct and indirect subsidiaries (“Group”, “Company” or “we”) is principally engaged in the research, production and sale of iron ore and pellets, nickel, fertilizer, copper, coal, manganese, ferroalloys, cobalt, platinum group metals and precious metals. Company also operates with energy and steel.

The information by business segment is presented in note 26.

*2. Summary of the Main Accounting Practices and Accounting Estimates*

*a) Consolidated and Parent Company interim financial statements*

The condensed consolidated interim financial statements of Vale (“Interim financial statements”) has been prepared in accordance with the standard IAS 34 - Interim Financial Reporting issued by the International Financial Reporting Standards Foundation (“IFRS”), whose counterpart in Brazil is the CPC 21(R1), issued by the Brazilian Accountant Standards Committee (“ Comitê de Pronunciamentos Contábeis” or “CPC”) and approved by the Brazilian Securities Exchange Commission (“ Comissão de Valores Mobiliários ” or “CVM”).

The individual interim financial statements of the Parent Company have been prepared in accordance with accounting practices adopted in Brazil issued by CPC and approved by CVM, and they are published with the consolidated interim financial statements.

In the case of Vale, the accounting practices adopted in Brazil applicable to individual financial statements differ from IFRS applicable to separate financial statements, only for the measurement of investments at equity method in subsidiaries, joint controlled entities and affiliates, as under the rules of IFRS would be the cost or fair value.

The interim financial statements has been prepared under the historical cost convention adjusted to reflect the fair value of available for sale financial assets, and financial assets and liabilities (including derivative financial instruments) measured at fair value through the profit or loss.

These condensed interim financial statements have been reviewed, not audited. However, principles, estimates, accounting practices, measurement methods and standards adopted are consistent with those presented in the financial statements as of December 31, 2012, except as otherwise disclosed. These condensed interim financial statements were prepared by Vale to update users about relevant information presented in the period and should be read with the annual financial statements for the year ended December 31, 2012.

We evaluated subsequent events through November 4, 2013, which is the date of approval by the executive board, the interim financial statements.

*b) Functional currency and presentation currency*

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$” or “BRL”).

Transactions in foreign currencies are translated into the functional currency of the Parent Company, using the rate of exchange prevailing on the date of the transaction or the measurements. Gains and losses resulting from the settlement of such transactions and from the translation at the exchange rate of the end of the period of monetary assets and liabilities in foreign currencies are recognized in the income statement, as financial income or expense.

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) Assets, liabilities and Stockholders’ equity (except components described in item (iii)) 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

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that, considering their relevance, are translated at the rate at the dates of transactions and; (iii) the components capital, capital reserves and treasury stock of Stockholders’ equity care 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”, transferred to the income statement when the sale of investments.

For purposes of presentation these interim financial statements are presented in Brazilian Real. The exchange rates most impact our operations against the presentation currency were:

Exchange rates used for conversions in Brazilian Reais — September 30, 2013 December 31, 2012
US dollar - US$ 2.2300 2.0435
Canadian dollar - CAD 2.1684 2.0546
Australian dollar - AUD 2.0833 2.1197
Euro - EUR or € 3.0181 2.6954

*3. Critical Accounting Estimates*

The critical accounting estimates are the same as those adopted in preparing the financial statements for the year ended December 31, 2012.

*4. Changes in accounting policies*

From January 1 st , 2013, the Company adopted the revised pronouncement IAS 19 - Employee benefits, correlate with CPC 33 (R1), whose changes eliminate the method of “corridor”; rationalize the changes between the assets and liabilities of plans, recognizing as financial cost in the income statement and the expected return on plan assets and recognizing in comprehensive income the remeasurement of gains and losses, and return on assets (excluding the amount of interest on return of assets recognized in income) and changes the effect of the ceiling of the plan.

Statement of the effects of these adjustments in the comparative periods presented is as follows:

Consolidated
December 31, 2012
Balance Sheet Original balance Effect of changes Adjusted balance
Assets
Current
Cash and cash equivalents 11,917,717 — 11,917,717
Others 34,121,900 — 34,121,900
46,039,617 — 46,039,617
Non-current
Deferred income tax and social contribution 8,134,034 157,040 8,291,074
Others 212,748,003 (235,227 ) 212,512,776
220,882,037 (78,187 ) 220,803,850
Total Assets 266,921,654 (78,187 ) 266,843,467
Liabilities and Stockholders’ equity
Current
Employee post-retirement benefits obligations 421,241 — 421,241
Liabilities directly associated with non-current assets held for sale 326,551 41,827 368,378
Others 24,920,506 — 24,920,506
25,668,298 41,827 25,710,125
Non-current
Employee post-retirement benefits obligations 3,389,962 3,237,233 6,627,195
Deferred income tax and social contribution 7,753,893 (835,521 ) 6,918,372
Others 74,476,287 — 74,476,287
85,620,142 2,401,712 88,021,854
Stockholders’ equity
Capital 75,000,000 — 75,000,000
Unrealized fair value gain (losses) (1,126,628 ) (2,670,282 ) (3,796,910 )
Cumulative translation adjustments 8,692,782 — 8,692,782
Retained earnings 78,451,184 148,556 78,599,740
Noncontrolling interests 3,245,025 — 3,245,025
Others (8,629,149 ) — (8,629,149 )
155,633,214 (2,521,726 ) 153,111,488
Total Liabilities and Stockholders’ equity 266,921,654 (78,187 ) 266,843,467

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Consolidated
January 1 st , 2012
Balance Sheet Original balance Effect of changes Adjusted balance
Assets
Current
Cash and cash equivalents 6,593,177 — 6,593,177
Others 33,543,088 — 33,543,088
40,136,265 — 40,136,265
Non-current
Deferred income tax and social contribution 3,538,830 10,498 3,549,328
Others 193,413,457 — 193,413,457
196,952,287 10,498 196,962,785
Total Asset 237,088,552 10,498 237,099,050
Liabilities and Stockholders’ equity
Current
Employee post-retirement benefits obligations 316,061 — 316,061
Others 20,370,699 — 20,370,699
20,686,760 — 20,686,760
Non-current
Employee post-retirement benefits obligations 2,845,725 1,639,962 4,485,687
Deferred income tax and social contribution 10,613,773 (438,227 ) 10,175,546
Others 56,261,674 — 56,261,674
69,721,172 1,201,735 70,922,907
Stockholders’ equity
Capital 75,000,000 — 75,000,000
Unrealized fair value gain (losses) 219,556 (1,196,997 ) (977,441 )
Cumulative translation adjustments (1,016,711 ) — (1,016,711 )
Retained earnings 78,105,989 5,760 78,111,749
Noncontrolling interests 3,205,222 — 3,205,222
Others (8,833,436 ) — (8,833,436 )
146,680,620 (1,191,237 ) 145,489,383
Total Liabilities and Stockholders’ equity 237,088,552 10,498 237,099,050
Consolidated (unaudited)
Three-month period ended
September 30, 2012
Statement of income Original balance (i) Effect of changes Adjusted balance
Net revenue 22,742,297 22,742,297
Cost of goods sold and services rendered (13,456,209 ) 2,814 (13,453,395 )
Gross operating profit 9,286,088 2,814 9,288,902
Operational expenses (3,906,016 ) — (3,906,016 )
Financial expenses (1,842,566 ) (15,070 ) (1,857,636 )
Equity results 313,869 — 313,869
Earnings before taxes 3,851,375 (12,256 ) 3,839,119
Current and deferred Income tax and social contribution, net (721,141 ) 4,828 (716,313 )
Net income from continued operation 3,130,234 (7,428 ) 3,122,806
Loss attributable to noncontrolling interests (165,836 ) — (165,836 )
Net income attributable to stockholders 3,296,070 (7,428 ) 3,288,642
Net income from Discontinued Operations (note 12) 32,013 — 32,013
Net income attributable to stockholders 32,013 — 32,013
Net income 3,162,247 (7,428 ) 3,154,819
Loss attributable to noncontrolling interests (165,836 ) — (165,836 )
Net income attributable to stockholders 3,328,083 (7,428 ) 3,320,655

*(i)* Period adjusted according to note 12.

Consolidated (unaudited)
Nine-month period ended
September 30, 2012
Statement of income Original balance (i) Effect of changes Adjusted balance
Net revenue 66,808,801 66,808,801
Cost of goods sold and services rendered (36,277,635 ) 8,038 (36,269,597 )
Gross operating profit 30,531,166 8,038 30,539,204
Operational expenses (10,307,904 ) — (10,307,904 )
Financial expenses (6,761,641 ) (24,060 ) (6,785,701 )
Equity results 1,060,489 — 1,060,489
Earnings before taxes 14,522,110 (16,022 ) 14,506,088
Current and deferred Income tax and social contribution, net 557,997 6,597 564,594
Net income from continued operation 15,080,107 (9,425 ) 15,070,682
Loss attributable to noncontrolling interests (402,308 ) — (402,308 )
Net income attributable to stockholders 15,482,415 (9,425 ) 15,472,990
Net income from Discontinued Operations (note 12) (120,266 ) — (120,266 )
Net income attributable to stockholders (120,266 ) — (120,266 )
Net income 14,959,841 (9,425 ) 14,950,416
Loss attributable to noncontrolling interests (402,308 ) — (402,308 )
Net income attributable to stockholders 15,362,149 (9,425 ) 15,352,724

*(i)* Period adjusted according to note 12.

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Consolidated (unaudited)
Three-month period ended
September 30, 2012
Other comprehensive income Original balance Effect of changes Adjusted balance
Net income 3,162,247 (7,428 ) 3,154,819
Translation adjustment for the period 2,714,400 (22,597 ) 2,691,803
5,876,647 (30,025 ) 5,846,622
Unrealized results on valuation at market 2,965 — 2,965
Retirement benefit obligations, net — 241,190 241,190
Cash flow hedge, net 30,173 — 30,173
Total comprehensive income of the period 5,909,785 211,165 6,120,950
Attributable to noncontrolling interests (93,035 ) — (93,035 )
Attributable to the Company’s stockholders 6,002,820 211,165 6,213,985
Consolidated (unaudited)
Nine-month period ended
September 30, 2012
Other comprehensive income Original balance Effect of changes Adjusted balance
Net income 14,959,841 (9,425 ) 14,950,416
Translation adjustment for the period 9,015,530 (86,736 ) 8,928,794
23,975,371 (96,161 ) 23,879,210
Unrealized results on valuation at market (1,679 ) — (1,679 )
Retirement benefit obligations, net — 304,444 304,444
Cash flow hedge, net (173,111 ) — (173,111 )
Total comprehensive income of the period 23,800,581 208,283 24,008,864
Attributable to noncontrolling interests (66,832 ) — (66,832 )
Attributable to the Company’s stockholders 23,867,413 208,283 24,075,696
Parent Company
December 31, 2012
Balance Sheet Original balance Effect of changes Adjusted balance
Assets
Current
Cash and cash equivalents 688,434 — 688,434
Others 29,898,916 — 29,898,916
30,587,350 — 30,587,350
Non-current
Deferred income tax and social contribution 5,557,892 157,040 5,714,932
Investments 123,871,281 (2,242,323 ) 121,628,958
Others 80,439,461 (235,227 ) 80,204,234
209,868,634 (2,320,510 ) 207,548,124
Total Asset 240,455,984 (2,320,510 ) 238,135,474
Liabilities and Stockholders’ equity
Current
Employee post-retirement benefits obligations 219,396 — 219,396
Others 19,953,934 — 19,953,934
20,173,330 — 20,173,330
Non-current
Deferred income tax and social contribution 544,437 201,216 745,653
Others 67,350,028 — 67,350,028
67,894,465 201,216 68,095,681
Stockholders’ equity
Capital 75,000,000 — 75,000,000
Unrealized fair value gain (losses) (1,126,628 ) (2,670,282 ) (3,796,910 )
Cumulative translation adjustments 8,692,782 — 8,692,782
Retained earnings 78,451,184 148,556 78,599,740
Others (8,629,149 ) — (8,629,149 )
Total Liabilities and Stockholders’ equity 240,455,984 (2,320,510 ) 238,135,474

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Parent Company
January 1 st , 2012
Balance Sheet Original balance Effect of changes Adjusted balance
Assets
Current
Cash and cash equivalents 574,787 — 574,787
Others 25,008,321 — 25,008,321
25,583,108 — 25,583,108
Non-current
Deferred income tax and social contribution 2,108,558 10,498 2,119,056
Investment 113,149,994 (1,196,299 ) 111,953,695
Others 73,286,880 — 73,286,880
188,545,432 (1,185,801 ) 187,359,631
Total Asset 214,128,540 (1,185,801 ) 212,942,739
Liabilities and Stockholders’ equity
Current
Employee post-retirement benefits obligations 140,508 — 140,508
Others 14,010,811 — 14,010,811
14,151,319 — 14,151,319
Non-current
Employee post-retirement benefits obligations 406,330 5,436 411,766
Others 56,095,493 — 56,095,493
56,501,823 5,436 56,507,259
Stockholders’ equity
Capital 75,000,000 — 75,000,000
Unrealized fair value gain (losses) 219,556 (1,196,997 ) (977,441 )
Cumulative translation adjustments (1,016,711 ) — (1,016,711 )
Retained earnings 78,105,989 5,760 78,111,749
Others (8,833,436 ) — (8,833,436 )
143,475,398 (1,191,237 ) 142,284,161
Total Liabilities and Stockholders’ equity 214,128,540 (1,185,801 ) 212,942,739
Parent Company (unaudited)
Three-month period ended
September 30, 2012
Statement of income Original balance Effect of changes Adjusted balance
Net revenue 15,641,600 — 15,641,600
Cost of goods sold and services rendered (6,417,511 ) — (6,417,511 )
Gross operating profit 9,224,089 — 9,224,089
Operational expenses (3,453,906 ) 5,585 (3,448,321 )
Financial expenses (1,988,888 ) (19,717 ) (2,008,605 )
Equity results 313,869 — 313,869
Earnings before taxes 4,095,164 (14,132 ) 4,081,032
Current and deferred Income tax and social contribution, net (767,081 ) 6,704 (760,377 )
Net income of the year 3,328,083 (7,428 ) 3,320,655
Parent Company (unaudited)
Nine-month period ended
September 30, 2012
Statement of income Original balance Effect of changes Adjusted balance
Net revenue 43,345,316 — 43,345,316
Cost of goods sold and services rendered (17,932,004 ) — (17,932,004 )
Gross operating profit 25,413,312 — 25,413,312
Operational expenses (2,237,751 ) 11,956 (2,225,795 )
Financial expenses (6,922,155 ) (32,396 ) (6,954,551 )
Equity results 1,060,489 — 1,060,489
Earnings before taxes 17,313,895 (20,440 ) 17,293,455
Current and deferred Income tax and social contribution, net (1,951,746 ) 11,015 (1,940,731 )
Net income of the year 15,362,149 (9,425 ) 15,352,724

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Parent Company (unaudited)
Three-month period ended
September 30, 2012
Other Comprehensive income Original balance Effect of changes Adjusted balance
Net income of the period 3,328,083 (7,428 ) 3,320,655
Cumulative translation adjustments 2,641,599 (22,597 ) 2,619,002
5,969,682 (30,025 ) 5,939,657
Unrealized loss on available-for-sale investments, net 2,965 — 2,965
Retirement benefit obligations, net — 241,190 241,190
Cash flow hedge, net 30,173 — 30,173
Total comprehensive income of the year, net 6,002,820 211,165 6,213,985
Parent Company (unaudited)
Nine-month period ended
September 30, 2012
Other Comprehensive income Original balance Effect of changes Adjusted balance
Net income of the period 15,362,149 (9,425 ) 15,352,724
Cumulative translation adjustments 8,680,054 (86,736 ) 8,593,318
24,042,203 (96,161 ) 23,946,042
Unrealized loss on available-for-sale investments, net (1,679 ) — (1,679 )
Retirement benefit obligations, net — 304,444 304,444
Cash flow hedge, net (173,111 ) — (173,111 )
Total comprehensive income of the year, net 23,867,413 208,283 24,075,696

*5. Accounting Standards*

*a) Standards, interpretations or amendments issued by the IASB for adoption after September 30, 2013*

*Novation of Derivatives and Continuation of Hedge Accounting —* In June 2013 IASB issued an amendment to IAS 39 — Financial Instruments: Recognition and Measurement, that document conclude that hedge accounting do not terminate or expire when as consequence of law or regulation, a derivative financial instrument replace their original counterparty to become the new counterparty to each of the parties. The adoption of the amendment will be required from January 1 st , 2014 and we are analyzing potential impacts regarding this update on our financial statements.

**IFRIC 21 Levies —**** In May 2013 IASB issued an interpretation that treat about the recognize of a government imposition (levies). The adoption of the interpretation will be required from January 1 st , 2014 and we are analyzing potential impacts regarding this update on our financial statements.

*Recoverable Amount Disclosures for Non-Financial Assets —* In May 2013 IASB issued an amendment to IAS 36 — Impairment of Assets that clarifies the IASB intention about the disclosure of non- financial assets impairment. The adoption of the amendment will be required from January 1 st , 2014 and we are analyzing potential impacts regarding this update on our financial statements.

*b) Standards, interpretations, orientation or amendments approved by CVM for adoption after September 30, 2013*

No standards, interpretations, orientation or amendments were approved by CVM.

*6. Risk Management*

During the period, no significant change in relation to risk management policies disclosed in the financial statements for the year ended December 31, 2012.

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*7. Acquisitions and Divestitures*

*a) Divestitures of Araucaria*

In December 2012, we executed an agreement with Petróleo Brasileiro S.A. (“Petrobras”) to sell Araucária, operation for production of nitrogens based fertilizes, located in Araucária, in the Brazilian state of Paraná, and recognized a loss of R$236 recorded within “gain (loss) on sale assets” in the fourth quarter of 2012. The purchase price will be paid by Petrobras through installments accrued quarterly, adjusted by 100% of the Brazilian Interbank Interest rate (“CDI”), in amounts equivalent to the royalties due by Vale related to the leasing of potash assets and mining of Taquari-Vassouras and of the Carnalita project.

Non-current assets held for sale (unaudited) — 978,837
Non-current liabilities held for sale (369,874 )
Net intercompany transaction (73,566 )
Total amount to receive 535,397
(unaudited)
Sale price 478,179
Working capital adjustments 57,218
Total amount to receive 535,397

During 2013, Vale concluded the sale of assets previously classified as non-current assets held for sale to Petrobras.

*b) Acquisition of additional participation in the Belvedere*

During 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 (R$318 million). In 2013, after the approval of the local government, Vale has paid the total amount of R$682 million for 100% of Belvedere.

*8. Cash and Cash Equivalents*

Consolidated — September 30, 2013 December 31, 2012 Parent Company — September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Cash at bank and in hand 4,074,025 2,440,169 24,500 35,878
Short-term investments (maturities of less than three month) 11,804,749 9,477,548 1,829,902 652,556
15,878,774 11,917,717 1,854,402 688,434

*9. Accounts Receivables*

Consolidated — September 30, 2013 December 31, 2012 Parent Company — September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Denominated in BRL 1,441,114 1,733,506 1,210,388 1,518,657
Denominated in other currencies, mainly US$ 10,782,289 12,384,371 21,333,334 20,434,308
12,223,403 14,117,877 22,543,722 21,952,965
Allowance for doubtful accounts (223,849 ) (233,214 ) (93,063 ) (114,426 )
11,999,554 13,884,663 22,450,659 21,838,539

Accounts receivables related to the steel industry market represent 79.94% and 71.26% of receivables on September 30, 2013 and December 31, 2012, respectively.

In September 30, 2013, no individual customer represents over 10% of receivables or revenues.

The estimated losses for accounts receivable recorded in the statement of income as at September 30, 2013 and December 30, 2012 totaled R$41,391 e R$44,709, respectively. Write offs as at September 30, 2013 and December 31, 2012, totaled R$31,246 e R$33,630, respectively.

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*10. Inventories*

Consolidated — September 30, 2013 December 31, 2012 Parent Company — September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Finished products 4,869,554 4,574,982 2,244,320 2,080,052
Products in process 2,436,591 2,776,258 — —
Inventory of products 7,306,145 7,351,240 2,244,320 2,080,052
Maintenance supplies 2,865,137 2,968,733 1,274,069 1,202,479
Total of Inventories 10,171,282 10,319,973 3,518,389 3,282,531

The inventories of products are comprised as follows:

Consolidated — September 30, 2013 December 31, 2012 Parent Company — September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Inventories of products
Bulk Material
Iron ore 1,635,443 1,745,919 1,665,567 1,570,681
Pellets 226,584 195,091 193,039 210,383
Manganese and ferroalloys 185,787 188,056 — —
Coal 857,149 505,850 — —
2,904,963 2,634,916 1,858,606 1,781,064
Base Metals
Nickel and other products 3,583,223 3,870,247 306,303 258,797
Copper 127,589 60,252 75,690 37,075
3,710,812 3,930,499 381,993 295,872
Fertilizers
Potash 32,953 41,311 —
Phosphates 608,454 679,393 — —
Nitrogen 29,448 42,152 — —
670,855 762,856 — —
Others 19,515 22,969 3,721 3,116
7,306,145 7,351,240 2,244,320 2,080,052

On September 30, 2013 inventory balances include a provision for adjustment to market value of manganese, copper and coal in the amount of R$6,363, R$0 and R$226,154 (on December 31, 2012 was R$6,363, R$6,151 and R$0), respectively.

Consolidated ( unaudited )
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Inventories of product
Balance at beginning of period 8,342,768 7,952,059 7,351,240 7,449,728
Production/acquisition 10,846,390 9,828,388 31,233,177 28,155,580
Transfer from maintenance supplies inventory 2,409,220 2,360,897 6,301,782 6,293,767
Sales (14,292,233 ) (12,364,942 ) (37,332,344 ) (34,084,617 )
Fair value adjustments — — (247,710 ) (38,056 )
Balance at end of period 7,306,145 7,776,402 7,306,145 7,776,402
Parent Company ( unaudited )
Nine-month period ended
September 30, 2013 September 30, 2012
Inventories of product
Balance at beginning of period 2,080,052 2,170,119
Production/acquisition 13,596,108 15,137,679
Transfer from maintenance supplies inventory 2,555,547 2,886,607
Sales (15,987,387 ) (17,932,004 )
Fair value adjustments — (21,759 )
Balance at end of period 2,244,320 2,240,642

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Consolidated ( unaudited )
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Change in the inventory of spare parts and maintenance supplies
Balance at beginning of period 2,849,453 2,549,825 2,968,733 2,383,322
Acquisition 2,424,904 2,468,720 6,198,186 6,568,093
Transfer to use (2,409,220 ) (2,360,897 ) (6,301,782 ) (6,293,767 )
Balance at end of period 2,865,137 2,657,648 2,865,137 2,657,648
Parent Company ( unaudited )
Nine-month period ended
September 30, 2013 September 30, 2012
Change in the inventory of spare parts and maintenance supplies
Balance at beginning of period 1,202,479 1,012,619
Acquisition 2,627,138 3,008,843
Transfer to use (2,555,547 ) (2,886,607 )
Balance at end of period 1,274,069 1,134,855

*11. Recoverable Taxes*

Consolidated — September 30, 2013 December 31, 2012 Parent Company — September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Value-added tax 3,310,038 2,090,390 1,202,261 1,056,326
Brazilian Federal Contributions 1,204,813 1,369,948 807,386 1,013,857
Others 144,283 130,855 88,841 87,271
Total 4,659,134 3,591,193 2,098,488 2,157,454
Current 3,411,812 3,147,715 1,858,750 1,902,190
Non-current 1,247,322 443,478 239,738 255,264
Total 4,659,134 3,591,193 2,098,488 2,157,454

*12. Non-current assets held for sale and Discontinued operations*

In September 2013, Vale announced its intention to dispose the control over its subsidiary VLI S.A. (“VLI”), which since the third quarter of 2013, aggregate all operations of the general cargo logistics segment. Consequently the general cargo logistic segment is being treated as a discontinued operation.

In this period, we executed agreement to transfer 20% of participation in the capital of VLI to Mitsui & Co. in the amount of R$1,509 million and 15.9% to the Guarantee for Time of Service Fund (“FGTS”) for R$1,200 million. It is being negotiated with the consortium led by Brookfield Brasil Ltda. to transfer approximately 26% of its share in VLI. The completion of the transaction subject to review of the Brazilian Council for Economic Defense (“CADE”).

On September 30, 2013, the following assets and liabilities have been reclassified as discontinued operations, net of adjustments of fair value of R$130,885 recognized in income from discontinued operations.

Consolidated
September 30, 2013
Assets associated with discontinued operations
Accounts receivable 268,520
Other current assets 582,872
Intangible, net 3,817,638
Property, plant and equipment, net 2,325,587
Total assets 6,994,617
Liabilities associated with discontinued operations
Suppliers and contractors 149,435
Other current liabilities 225,779
Long-term debt 182,547
Other non-current liabilities 454,761
Total Liabilities 1,012,522
Non-current assets and liabilities held for sale and discontinued operation 5,982,094

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The discontinued net income represents the income generated by the General Cargo Logistic segment in the period indicted, which differ from the results generated by VLI in such period. The net income from discontinued operations is presented as follow:

Consolidated
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Discontinued operations
Net service revenue 788,048 673,635 2,125,239 1,651,094
Cost of services rendered (651,364 ) (565,000 ) (1,914,703 ) (1,511,147 )
Operating expense (45,584 ) (49,025 ) (190,502 ) (205,702 )
Operating profit 91,100 59,610 20,034 (65,755 )
Financial Results (4,218 ) (2,170 ) 2,012 (6,089 )
Income (loss) before income tax and social contribution 86,882 57,440 22,046 (71,844 )
Income tax and social contribution (28,970 ) (25,427 ) (56,580 ) (48,422 )
Income (loss) after income tax and social contribution 57,912 32,013 (34,534 ) (120,266 )
Gross income from fair value measurement (130,885 ) — (130,885 ) —
Income tax and social contribution of fair value measurement 44,501 — 44,501 —
Net income (loss) from discontinued operations (28,472 ) 32,013 (120,918 ) (120,266 )

*(i)* Period adjusted according to note 4.

Cash flow provided (used) by discontinued operation is presented as follow:

Consolidated (unaudited)
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Operating activities 157,359 357,318 931,246 742,721
Investing activities (318,034 ) (322,578 ) (1315,801 ) (743,561 )
Financing activities — — 184,637 —
Net cash provided (used) by discontinued operations (160,675 ) 34,740 (199,918 ) (840 )

*13. Financial instruments - investments*

The lock-up period for trading Norsk Hydro shares ended in the first quarter of 2013. From this period on the shares of Norsk Hydro can be traded in the market and therefore we ended the equity method measurement and start classifying this investment as a financial asset available for sale. The fair value of financial instruments — investment in stock classified as available for sale in September 30, 2013 was R$4,186,216.

*14. Investments*

Consolidated (unaudited)
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Balance at beginning of period 8,416,677 16,037,262 13,044,460 14,984,038
Additions 137,817 86,285 724,640 543,461
Disposals — — (41,084 ) (61,896 )
Translation adjustment for the period 75,952 192,283 (39,051 ) 755,065
Equity results 292,732 313,869 738,677 1,060,489
Equity other comprehensive income 1,989 17,395 (408,074 ) 71,539
Dividends declared (89,853 ) (45,780 ) (1,273,965 ) (751,382 )
Transfers to assets financial instruments - investments — — (3,910,289 ) —
Balance at end of period 8,835,314 16,601,314 8,835,314 16,601,314
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Balance at beginning of period 121,628,958 111,953,695
Additions 4,835,767 4,925,459
Disposals (432,310 ) (1,221,535 )
Translation adjustment for the period 5,550,968 7,398,168
Equity results 1,398,575 4,453,260
Equity other comprehensive income (368,019 ) (664,276 )
Dividends declared (2,032,819 ) (992,329 )
Transfers to non-current assets (liabilities) held for sale (5,188,968 ) —
Balance at end of period 125,392,152 125,852,442

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*Investments (Continued)*

Investments Equity results (unaudited) Received dividends (unaudited)
As of Three-month period ended Nine-month period ended Nine-month period ended
Location Principal activity % ownership % voting capital September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(unaudited) (*) (*) (*)
Subsidiaries and affiliated companies
Direct and indirect subsidiaries
Aços Laminados do Pará S.A. Brazil Steel 100.00 100.00 319,821 319,388 (1,462 ) (8,593 ) (4,872 ) (11,890 ) — —
Biopalma da Amazônia S.A. (a) Brazil Energy 70.00 70.00 553,836 349,460 (53,076 ) (18,886 ) (153,124 ) (79,718 ) — —
Companhia Portuária da Baía de Sepetiba - CPBS Brazil Iron ore 100.00 100.00 367,774 454,413 87,864 60,137 176,411 162,157 263,281 126,302
Compañia Minera Miski Mayo S.A.C (a) Peru Fertilizers 40.00 51.00 484,545 528,009 22,104 (4,872 ) 22,256 48,322 80,993 —
Mineração Corumbaense Reunida S.A. Brazil Iron ore and e manganese 100.00 100.00 1,259,023 1,364,947 153,804 77,006 224,852 179,129 278,667 —
Minerações Brasileiras Reunidas S.A. - MBR (b) Brazil Iron ore 98.32 98.32 4,682,359 4,538,200 102,502 43,829 181,960 111,769 341,208 —
Potasio Rio Colorado S.A. (a) Argentina Fertilizers 100.00 100.00 7,646,908 6,016,285 (510,935 ) 29,223 (678,902 ) (6,928 ) — —
Rio Doce Australia Pty Ltd. Australia Coal 100.00 100.00 (83 ) (35,800 ) (135,272 ) (58,803 ) (386,332 ) (271,917 ) — —
Salobo Metais S.A. (a) Brazil Copper 100.00 100.00 7,110,964 6,343,192 (19,377 ) (95,018 ) (38,172 ) (117,776 ) — —
Sociedad Contractual Minera Tres Valles (a) Chile Copper 90.00 90.00 348,647 459,907 (18,852 ) (21,528 ) (69,669 ) (74,956 ) — —
SRV Reinsurance Company S.A. Switzerland Insurance 100.00 100.00 278,282 1,247,555 — 5,857 (646,738 ) 16,189 — —
Vale International Holdings GMBH (b) Austria Holding and research 100.00 100.00 12,961,316 8,192,933 76,288 (117,131 ) (38,807 ) (317,262 ) — —
Vale Canada Holdings Canada Holding 100.00 100.00 1,059,298 1,000,138 (2,351 ) (19,269 ) (10,069 ) (20,712 ) — —
Vale Canada Limited (b) Canada Nickel 100.00 100.00 16,131,922 9,575,352 (659,031 ) (650,760 ) (1,048,646 ) (1,684,179 ) — —
Vale Colombia Holding Ltd. (e) Colombia Coal 100.00 100.00 — — — — — (64,177 ) — —
Vale Fertilizantes S.A. (d) Brazil Fertilizers 100.00 100.00 — — — 2,872 — (48,986 ) — —
Vale Fertilizantes S.A. (antiga Mineração Naque S.A.) (a) (b) Brazil Fertilizers 100.00 100.00 13,435,572 13,593,079 6,205 22,602 (23,470 ) 2,584,085 — —
Vale International S.A. (b) Switzerland Trading and holding 100.00 100.00 30,159,752 34,748,846 2,616,761 (506,008 ) 2,972,552 3,047,955 — —
Vale Malaysia Minerals Malaysia Iron ore 100.00 100.00 1,935,205 1,013,478 (15,123 ) (6,997 ) (36,918 ) (16,854 ) — —
Vale Manganês S.A. Brazil Manganese and Ferroalloys 100.00 100.00 544,708 686,604 (22,434 ) (3,084 ) (141,626 ) 2,951 — —
Vale Mina do Azul S.A. Brazil Manganese 100.00 100.00 292,243 203,100 64,427 30,023 104,016 32,565 — —
Vale Moçambique Mozambique Coal 100.00 100.00 8,690,539 5,886,379 (252,742 ) (1,909 ) 22,741 (149,161 ) —
Vale Shipping Holding Pte. Ltd. Singapore Logistic of iron ore 100.00 100.00 6,055,075 5,117,874 101,453 82,698 294,020 188,928 — —
VBG Vale BSGR Limited (a) Guinea Iron ore 51.00 51.00 864,016 869,341 (12,968 ) (21,049 ) (78,172 ) (108,311 ) — —
VLI S.A. (i) Brazil General Cargo Logistics — — — 4,961,534 46,113 (219 ) (54,941 ) (131,342 ) — —
Others 1,375,116 1,150,284 40,523 51,955 71,548 122,890 72,281 682
116,556,838 108,584,498 1,614,421 (1,127,924 ) 659,898 3,392,771 1,036,430 126,984
Joint Ventures
California Steel Industries, INC USA Steel 50.00 50.00 405,117 341,553 8,450 4,841 29,538 32,372 — —
Companhia Coreano-Brasileira de Pelotização - KOBRASCO Brazil Pellets 50.00 50.00 192,129 218,574 11,955 13,674 20,696 42,060 36,012 20,000
Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS (f) Brazil Pellets 50.89 51.00 189,342 213,028 1,072 5,899 (3,330 ) 66,013 20,356 74,105
Companhia Ítalo-Brasileira de Pelotização - ITABRASCO (f) Brazil Pellets 50.90 51.00 136,009 130,003 6,626 400 6,006 13,116 — 36,048
Companhia Nipo-Brasileira de Pelotização - NIBRASCO (f) Brazil Pellets 51.00 51.11 346,082 363,546 5,064 25,196 14,314 41,546 51,000 51,000
CSP- Companhia Siderúrgica do PECEM Brazil Steel 50.00 50.00 1,621,617 1,019,920 (2,692 ) (4,991 ) (9,733 ) (7,890 ) — —
MRS Logística S.A. (h) Brazil Iron ore 47.59 46.75 1,295,001 1,196,876 74,034 74,050 147,012 180,842 46,059 —
Norte Energia S.A. Brazil Energy 9.00 9.00 330,776 245,631 (898 ) (1,432 ) (2,687 ) (3,542 ) — —
Samarco Mineração S.A . (g) Brazil Iron ore 50.00 50.00 1,088,917 1,287,854 327,827 345,936 793,418 994,854 330,789 —
Others 114,552 110,753 1,377 5,179 2,293 8,988 1,970 —
5,719,542 5,127,738 432,815 468,752 997,527 1,368,359 486,186 181,153
Direct and indirect associate
Henan Longyu Energy Resources CO., LTD. China Coal 25.00 25.00 780,067 697,432 34,185 21,367 76,829 83,823 89,853 107,359
LOG-IN - Logística Intermodal S/A (c) Brazil Logistic 31.33 31.33 187,235 192,400 (12,448 ) 11,048 (5,165 ) (15,731 ) — —
Mineração Rio Grande do Norte S.A. - MRN Brazil Bauxite 40.00 40.00 250,528 277,384 8,905 16,484 14,317 36,536 — —
Norsk Hydro ASA Norway Aluminum — — — 4,572,223 — (128,765 ) — (78,678 ) 115,007 95,382
Teal Minerals Incorporated Zambia Copper 50.00 50.00 528,751 515,669 (20,487 ) (96 ) (32,752 ) (5,941 ) — —
Tecnored Desenvolvimento Tecnologico S.A. (a) Brazil Iron ore 49.21 49.21 89,507 78,936 (4,822 ) (12,774 ) (14,900 ) (28,342 ) — —
Thyssenkrupp CSA Companhia Siderúrgica do Atlântico Brazil Steel 26.87 26.87 901,717 1,091,633 (133,854 ) (39,052 ) (245,483 ) (194,885 ) — —
Zhuhai YPM Pellet Co China Pellets 25.00 25.00 54,900 48,313 (33 ) 279 452 924 — —
Others 323,067 442,732 (11,529 ) (23,374 ) (52,148 ) (105,576 ) — —
3,115,772 7,916,722 (140,083 ) (154,883 ) (258,850 ) (307,870 ) 204,860 202,741
Total of associates and joint ventures 8,835,314 13,044,460 292,732 313,869 738,677 1,060,489 691,046 383,894
Total 125,392,152 121,628,958 1,907,153 (814,055 ) 1,398,575 4,453,260 1,727,476 510,878

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*()** Period adjusted according to note 4.

*(a)* Investment balance includes the values of advances for future capital increase ;

*(b)* Stockholder’s equity is excluded of others investments presented in the table ;

*(c)* Market value on September 30, 2013 was R$282 million and on December 31, 2012 was R$246 million ;

*(d)* Merged with Vale Fertilizantes S.A. (old Mineração Naque) ;

*(e)* Company sold in June 2012 ;

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

*(g)* Main data of Samarco: Operational Result R$2,503 million , Financial Result R$(561) million, Income tax R$(355) million ;

*(h)* Market value on September 30, 2013 was R$2,616 million and on December 31, 2012 was R$2,147 million, but its stock has no trading.

*(i)* Investment in VLI in 2013 was transferred to non-current assets held for sale and discontinued operations, as described in Note 12.

Dividends received by the Parent Company during the Nine-month period ended on September 30, 2013 and September 30, 2012 were R$1,522,616 and R$ 308,137, respectively.

*15. Intangible Assets*

Consolidated
September 30, 2013 (unaudited) December 31, 2012
Cost Amortization Net Cost Amortization Net
Indefinite useful lifetime
Goodwill 9,622,483 — 9,622,483 9,406,549 — 9,406,549
Finite useful lifetime
Concession and subconcession 6,995,445 (2,687,074 ) 4,308,371 10,981,246 (3,306,941 ) 7,674,305
Right of use 760,514 (156,132 ) 604,382 732,416 (112,516 ) 619,900
Others 2,957,538 (1,587,625 ) 1,369,913 2,504,260 (1,382,987 ) 1,121,273
10,713,497 (4,430,831 ) 6,282,666 14,217,922 (4,802,444 ) 9,415,478
Total 20,335,980 (4,430,831 ) 15,905,149 23,624,471 (4,802,444 ) 18,822,027
Parent Company
September 30, 2013 (unaudited) December 31, 2012
Cost Amortization Net Cost Amortization Net
Indefinite useful lifetime
Goodwill 9,622,483 — 9,622,483 9,406,549 — 9,406,549
Finite useful lifetime
Concession and subconcession 6,995,445 (2,687,074 ) 4,308,371 6,409,684 (2,414,022 ) 3,995,662
Right of use 223,357 (87,757 ) 135,600 222,357 (83,406 ) 138,951
Others 2,957,538 (1,587,625 ) 1,369,913 2,504,260 (1,380,987 ) 1,123,273
10,176,340 (4,362,456 ) 5,813,884 9,136,301 (3,878,415 ) 5,257,886
Total 19,798,823 (4,362,456 ) 15,436,367 18,542,850 (3,878,415 ) 14,664,435

The useful life of the concessions and sub-concessions did not change during the quarter.

The rights of use refers basically to the usufruct contract entered into with noncontrolling stockholders to use 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 of use will expires in 2037 and Vale Canada’s intangible will end in September 2046.

The table below shows the movement of intangible assets during the period:

Consolidated (unaudited)
Three-month period ended
September 30, 2013 September 30, 2013
Goodwill Concessions and Subconcessions Right to use Others Total Total
Balance at beginning of period 9,578,124 8,043,054 611,477 1,145,948 19,378,603 18,081,570
Addition — 249,388 — 300,537 549,925 582,369
Write off — (10,645 ) — — (10,645 ) (8,916 )
Transfer to non-current assets held for sale — (3,817,638 ) — — (3,817,638 ) —
Amortization — (155,788 ) (17,790 ) (76,572 ) (250,150 ) (216,165 )
Translation adjustments for the period 44,359 — 10,695 — 55,054 216,579
Balance at end of period 9,622,483 4,308,371 604,382 1,369,913 15,905,149 18,655,437

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Consolidated (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2013
Goodwill Concessions and Subconcessions Right to use Others Total Total
Balance at beginning of period 9,406,549 7,674,305 618,900 1,122,273 18,822,027 17,788,581
Addition — 925,028 — 460,878 1,385,906 1,460,673
Write off — (20,566 ) — (4,334 ) (24,900 ) (464,828 )
Transfer to non-current assets held for sale — (3,817,638 ) — — (3,817,638 ) —
Amortization — (452,758 ) (39,648 ) (208,904 ) (701,310 ) (605,256 )
Translation adjustments for the period 215,934 — 25,130 — 241,064 476,267
Balance at end of period 9,622,483 4,308,371 604,382 1,369,913 15,905,149 18,655,437
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2013
Goodwill Concessions and Subconcessions Right to use Others Total Total
Balance at beginning of period 9,406,549 3,995,662 138,951 1,123,273 14,664,435 13,973,730
Addition — 618,546 — 460,878 1,079,424 1,094,909
Write off — (20,285 ) — (4,334 ) (24,619 ) (464,828 )
Amortization — (285,552 ) (4,351 ) (208,904 ) (498,807 ) (447,550 )
Translation adjustments for the period 215,934 — — — 215,934 421,589
Balance at end of period 9,622,483 4,308,371 134,600 1,370,913 15,436,367 14,577,850

*16. Property, plant and equipment*

Consolidated
September 30, 2013 (unaudited) December 31, 2012
Cost Accumulated Depreciation Net Cost Accumulated Depreciation Net
Land 2,019,199 — 2,019,199 1,380,514 — 1,380,514
Buildings 19,666,587 (4,285,538 ) 15,381,049 15,755,033 (3,304,484 ) 12,450,549
Facilities 37,922,371 (10,991,832 ) 26,930,539 33,349,628 (9,326,286 ) 24,023,342
Computer equipment 1,846,570 (1,417,418 ) 429,152 2,013,578 (1,244,805 ) 768,773
Mineral assets 49,420,485 (11,799,074 ) 37,621,411 48,439,597 (9,887,451 ) 38,552,146
Others 58,364,602 (18,612,643 ) 39,751,959 54,672,527 (17,523,598 ) 37,148,929
Construction in progress 67,544,033 — 67,544,033 59,130,367 — 59,130,367
236,783,847 (47,106,505 ) 189,677,342 214,741,244 (41,286,624 ) 173,454,620
Parent Company
September 30, 2013 (unaudited) December 31, 2012
Cost Accumulated Depreciation Net Cost Accumulated Depreciation Net
Land 1,333,529 — 1,333,529 1,161,681 — 1,161,681
Buildings 8,399,509 (1,457,000 ) 6,942,509 5,694,835 (1,319,261 ) 4,375,574
Facilities 20,394,053 (4,595,766 ) 15,798,287 16,427,951 (4,128,008 ) 12,299,943
Computer equipment 976,938 (782,080 ) 194,858 942,314 (723,799 ) 218,515
Mineral assets 2,859,735 (737,648 ) 2,122,087 4,401,616 (587,915 ) 3,813,701
Others 20,051,860 (8,419,095 ) 11,632,765 16,820,944 (7,532,274 ) 9,288,670
Construction in progress 30,899,120 — 30,899,120 30,073,238 — 30,073,238
84,914,744 (15,991,589 ) 68,923,155 75,522,579 (14,291,257 ) 61,231,322

In March 2013, Company suspended the implementation of the Rio Colorado project in Argentina. The Company will continue honoring its commitments related to the concessions and reviewing alternatives to enhance the project outcome in order to determine prospects for future project development. Based on an analysis of current expected returns and projected investments, the Company has concluded that no impairment provision is required at this time.

The net property, plant and equipment given in guarantees for judicial claims in September 30, 2013 and December 31, 2012 correspond to R$185,850 and R$196,870 to Consolidated and R$153,072 e R$161,338 to Parent Company, respectively.

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The table below shows the movement of property, plant and equipment during the period:

Consolidated (unaudited)
Three-month period ended
September 30, 2013 September 30, 2012
Land Building Facilities Computer equipment Mineral assets Others Constructions in progress Total Total
Balance at beginning of period 2,043,333 14,036,627 24,388,668 447,178 37,495,351 40,006,791 67,844,625 186,262,573 167,217,185
Addition — — — — — — 7,823,408 7,823,408 13,795,391
Disposals (52 ) (393 ) (8,461 ) (168 ) (2 ) (35,143 ) (42,568 ) (86,787 ) (1,114,372 )
Transfer to non-current assets (liabilities) held for sale (79 ) (102,059 ) (18,073 ) (12,692 ) (6,648 ) (1,971,366 ) (214,670 ) (2,325,587 ) (1,186,837 )
Depreciation and amortization — (144,146 ) (547,626 ) (42,544 ) (523,461 ) (968,293 ) — (2,226,070 ) (2,713,887 )
Translation adjustment for the period (2,573 ) 12,419 62,569 982 638,810 35,274 (517,676 ) 229,805 (1,637,340 )
Transfers (21,430 ) 1,578,601 3,053,462 36,396 17,361 2,684,696 (7,349,086 ) — —
Balance at end of period 2,019,199 15,381,049 26,930,539 429,152 37,621,411 39,751,959 67,544,033 189,677,342 174,360,140
Consolidated (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Land Building Facilities Computer equipment Mineral assets Others Constructions in progress Total Total
Balance at beginning of period 1,380,514 12,451,549 24,023,342 768,773 38,553,146 37,146,929 59,130,367 173,454,620 153,854,863
Addition — — — — — — 20,597,934 20,597,934 21,297,100
Disposals (110 ) (1,397 ) (108,595 ) (1,253 ) (61,276 ) (52,830 ) (125,529 ) (350,990 ) (1,866,792 )
Transfer to non-current assets (liabilities) held for sale (79 ) (102,059 ) (18,073 ) (12,692 ) (6,648 ) (1,971,366 ) (214,670 ) (2,325,587 ) (1,269,482 )
Depreciation and amortization — (393,452 ) (1,459,533 ) (124,781 ) (1,423,249 ) (3,230,943 ) — (6,631,958 ) (5,730,855 )
Translation adjustment for the period (41,004 ) 148,386 419,141 (324,913 ) 1,593,623 1,466,217 1,671,873 4,933,323 8,075,306
Transfers 679,878 3,278,022 4,074,257 124,018 (1,034,185 ) 6,393,952 (13,515,942 ) — —
Balance at end of period 2,019,199 15,381,049 26,930,539 429,152 37,621,411 39,751,959 67,544,033 189,677,342 174,360,140
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Land Building Facilities Computer equipment Mineral assets Others Constructions in progress Total Total
Balance at beginning of period 1,161,681 4,375,574 12,299,943 217,515 3,814,701 9,288,670 30,073,238 61,231,322 55,503,193
Addition — — — — — — 9,692,315 9,692,315 9,624,992
Disposals (34 ) (90 ) (2,672 ) (101 ) — (91,581 ) (197,903 ) (292,381 ) (120,470 )
Depreciation and amortization — (145,458 ) (486,579 ) (62,502 ) (217,474 ) (796,088 ) — (1,708,101 ) (1,028,111 )
Transfers 171,882 2,712,483 3,987,595 39,946 (1,475,140 ) 3,231,764 (8,668,530 ) — —
Balance at end of period 1,333,529 6,942,509 15,798,287 194,858 2,122,087 11,632,765 30,899,120 68,923,155 63,979,604

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*17. Loans and Financing*

*a) Long term debts*

Consolidated — Current Liabilities Non-current liabilities
September 30, 2013 December 31, 2012 September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Long-term contracts abroad
Loans and financing in:
United States dollars 710,092 1,234,900 7,366,758 6,905,692
Others currencies 38,620 28,829 535,043 535,465
Fixed rates:
Notes indexed in United Stated dollars 6,680 253,220 30,156,244 27,499,381
Euro — — 4,527,150 4,043,100
Accrued charges 578,712 661,753 — —
1,334,104 2,178,702 42,585,195 38,983,638
Long-term contracts in Brazil
Indexed to TJLP, TR, IGP-M e CDI 714,782 357,899 12,635,153 12,394,565
Basket of currencies 5,839 3,579 18,365 20,808
Loans in United States dollars 405,356 346,420 2,893,567 2,589,501
Non-convertible debentures 4,000,000 4,000,000 839,173 774,464
Accrued charges 392,939 206,278 — —
5,518,916 4,914,176 16,386,258 15,779,338
6,853,020 7,092,878 58,971,453 54,762,976

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

Parent Company — Current Liabilities Non-current liabilities
September 30, 2013 December 31, 2012 September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Long-term contracts abroad
Loans and financing in:
United States dollars 507,425 274,843 5,439,298 5,137,180
Fixed rates:
Notes indexed in United Stated dollars — — 3,345,000 3,065,250
Euro — — 4,527,150 4,043,100
Accrued charges 168,244 211,677 — —
675,669 486,520 13,311,448 12,245,530
Long-term contracts in Brazil
Indexed to TJLP, TR, IGP-M e CDI 557,642 306,065 12,415,683 12,032,209
Loans in United States dollars 405,356 346,420 2,893,567 2,589,501
Non-convertible debentures 4,000,000 4,000,000 — —
Accrued charges 369,269 188,844 — —
5,332,267 4,841,329 15,309,250 14,621,710
6,007,936 5,327,849 28,620,698 26,867,240

The long-term portion as at September 30, 2013 has maturities as follows:

(unaudited) — Consolidated Parent Company
2014 1,461,487 1,366,236
2015 2,801,274 1,799,375
2016 4,460,119 1,886,748
2017 5,255,879 1,903,402
2018 onwards 44,992,694 21,664,937
58,971,453 28,620,698

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As at September 30, 2013, the annual interest rates on the long-term debts were as follows:

(unaudited) — Consolidated Parent Company
Up to 3% 11,381,987 9,351,562
3,1% to 5% (a) 12,715,657 5,335,196
5,1% to 7% 27,847,667 10,154,418
7,1% to 9% (b) 2,577,659 —
9,1% to 11% (b) 5,475,248 5,155,433
Over 11% (b) 5,705,322 4,632,025
Variable 120,933 —
65,824,473 34,628,634

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

*(b)* Includes non-convertible debentures and other Brazilian Real denominated debt that bears interest at the CDI and Brazilian Government Long-term Interest Rates (“TJLP”), plus spread. For these operations, we have entered into derivative transactions to mitigate our exposure to the floating rate debt denominated in Brazilian Real, totaling R$17,530,239 of which R$10,109,294 has an original interest rate above 7.1% per year. The average cost of debts not denominated in U.S. Dollars after derivatives contracting is 2.59% per year.

*b) Funding and revolving credit lines*

In June 2013 Vale entered into a new facility with Banco Nacional de Desenvolvimento Econômico Social (“BNDES”) for a total amount of R$109,307 (US$49 million), to finance the acquisition of domestic equipment.

On July 4, 2013 the company contracted a new 5 years revolving credit facility in the amount of R$4,4 billion (US$2 billion). This new revolving credit line will be added to the already existing R$6,7 billion (US$3 billion) revolving credit line, under which amounts can be drawdown at the option of Vale.

Financial Institution Contractual Currency Date of agreement Available until Total amount — available to be drawn Amounts drawn on — September 30, 2013 December 31, 2012
Revolving Credit Lines
Revolving Credit Facility - Vale/ Vale International/ Vale Canada US$ April 2011 5 years 6,690,000 — —
Revolving Credit Facility - Vale/ Vale International/ Vale Canada US$ July 2013 5 years 4,460,000
Credit Lines
BNDES R$ April 2008 (a) 10 years 7,300,000 4,037,000 3,581,809
Loans
Export-Import Bank of China and Bank of China Limited US$ September 2010 (b) 13 years 2,740,224 2,164,572 1,710,410
Export Development Canada (“EDC”) US$ October 2010 (c) 10 years 2,230,000 2,230,000 1,992,413
BNDES
CLN 150 R$ September 2012 (d) 10 years 3,882,956 2,778,661 2,108,661
Investment Sustenance Program (“PSI”) 2,50% R$ December 2012 (e) 10 years 182,000 181,978 —
PSI 3,00% R$ June 2013 (f) 10 years 109,000 65,584 —

*(a)* Memorandum of understanding signature date, however projects financing term is considered from the signature date of each projects contract amendment.

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

*(c)* Financing investments in Canada and Canadian exports.

*(d)* CLN 150 Project.

*(e)* Acquisition of wagons by VLI Multimodal.

*(f)* Acquisition of domestic equipment.

The currency of total amount available and disbursed different from reporting currency is affected by exchange rate variation among periods.

These credit lines from Nexi, JBIC, K-Sure, BNDES: Vale Fertilizantes, PSI 4.50% and 5.50% were taken off this note, because they have been used in its entirety.

*c) Guarantee*

On September 30, 2013, R$3,214,399 (US$1,441 million) of the total aggregate outstanding debt was secured by property, plant and equipment and receivables .

*d) Covenants*

Our principal covenants require us to maintain certain ratios, such as debt to EBITDA (Earnings Before Interest Taxes, Depreciation and Amortization) and interest coverage. We have not identified any events of noncompliance as of September 30, 2013.

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*18. Provision for litigation*

Vale is a party to labor, civil, tax and other ongoing lawsuits and is discussing these issues both administratively and in court. When applicable, these lawsuits are supported by judicial deposits. Provisions for losses resulting from these processes are estimated and updated by the Company, supported by the legal advice of the legal board of the Company and by its legal consultants.

Consolidated (unaudited)
Three-month period ended
September 30, 2013 September 30, 2012
Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision Total of litigation provision
Balance at beginning of period 1,512,046 520,819 1,571,192 91,588 3,695,645 3,464,674
Additions 3,234 39,946 117,243 182 160,605 1,325,771
Reversals 42,561 (208,290 ) (82,734 ) (2,019 ) (250,482 ) (135,118 )
Payments (189,582 ) (27,299 ) (54,295 ) (1,010 ) (272,186 ) (8,626 )
Monetary adjustment (29,824 ) 286,048 60,678 2,227 319,129 (14,720 )
Transfer to non-current assets (liabilities) held for sale (547 ) (22,812 ) (56,729 ) 2,127 (77,961 ) (872 )
Balance at end of period 1,337,888 588,412 1,555,355 93,095 3,574,750 4,631,109
Consolidated (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision Total of litigation provision
Balance at beginning of period 2,039,287 575,227 1,534,142 69,537 4,218,193 3,144,740
Additions 104,862 82,717 345,537 23,401 556,517 1,770,620
Reversals (143,351 ) (369,158 ) (295,557 ) (10,370 ) (818,436 ) (357,107 )
Payments (577,042 ) (92,309 ) (74,517 ) (2,209 ) (746,077 ) (62,567 )
Monetary adjustment (85,321 ) 414,747 97,698 10,609 437,733 139,018
Transfer to non-current assets (liabilities) held for sale (547 ) (22,812 ) (51,948 ) 2,127 (73,180 ) (3,595 )
Balance at end of period 1,337,888 588,412 1,555,355 93,095 3,574,750 4,631,109
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision Total of litigation provision
Balance at beginning of period 1,213,139 246,983 1,364,178 42,752 2,867,052 1,927,686
Additions 106,100 50,391 273,980 10,359 440,830 1,623,140
Reversals (18,417 ) (21,918 ) (239,899 ) (980 ) (281,214 ) (294,292 )
Payments (596,318 ) (29,541 ) (55,638 ) (2,588 ) (684,085 ) (41,363 )
Monetary adjustment 24,074 7,512 91,794 8,922 132,302 52,769
Balance at end of period 728,578 253,427 1,434,415 58,465 2,474,885 3,267,940

In this quarter we paid R$168,553 of CFEM. During the Nine-month period ended on September 30, 2013, we paid R$698.266, and as at September 30, 2013 and December 31, 2012, the total liability in relation to CFEM presented in the tax litigation on the table above was R$537,169 and R$1,060,022, respectively.

Judicial deposits are as follows:

Consolidated — September 30, 2013 December 31, 2012 Parent Company — September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Tax litigations 1,001,960 888,609 588,877 549,190
Civil litigations 358,209 350,866 312,230 286,119
Labor litigations 1,957,134 1,844,550 1,839,524 1,629,107
Environmental litigations 11,239 10,952 9,949 9,661
Total 3,328,542 3,094,977 2,750,580 2,474,077

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The Company is also involved in administrative and judicial litigations in which the expectation of loss is considered possible, and accordingly, no provision has been recorded. These contingent liabilities are classified as follows:

Consolidated — September 30, 2013 December 31, 2012 Parent Company — September 30, 2013 December 31, 2012
(unaudited) (unaudited)
Tax litigation 38,341,664 33,701,789 33,525,729 30,675,445
Civil litigation 2,545,731 2,295,914 2,129,183 1,783,647
Labor litigation 3,895,577 3,530,686 3,241,929 3,053,240
Environmental litigation 2,682,652 3,417,055 2,674,280 3,387,977
Total 47,465,624 42,945,444 41,571,121 38,900,309

The collection of Income Tax and Social Contribution on equity gain of foreign subsidiaries, and the deductibility of the social contribution payments on the Income Tax Bases are the most relevant among tax litigations classified as possible loss. The update amount for these litigations including interest and penalties totaled at September 30, 2013 and December 31, 2012 R$30,721,394 and R$31,079,970 , respectively.

In October 2013 the Brazilian tax authority has created a Tax Settlement Program (“REFIS”), related to the collection of Income tax and social contribution on equity gain of foreign subsidiaries earned by Brazilian companies with limit date for join on November 29, 2013.

Under the conditions of this REFIS, the debts due until December 31, 2012 may be paid as follows: (i) lump sum payment with 100% reduction of fines and other legal charges or (ii) in 120 monthly installments, with 20% down payment at the time of joining the program, with 80% reduction of fines, 40% reduction of interest and 100% reduction of legal charges.

As previously mentioned, Vale is involved in lawsuits related to the collection of Income Tax and Social Contribution on equity gain on foreign subsidiaries whose prognosis of possible loss remains unchanged, as a consequence, no provision has been recorded.

Vale is assessing the potential financial benefits of joining the REFIS.

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*19. Asset retirement obligation*

Company uses substantially the same criteria used in the financial statements of December 31, 2012 to measure the obligations concerning the retirement of used fixed assets. Interest rates on long-term used to discount to present value and update the provision was 5.03% p.a. for September 30, 2013 and December 31, 2012.

The changes in the provision for asset retirement obligations are as follows:

Consolidated (unaudited)
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Balance at beginning of period 5,335,478 3,875,703 5,615,283 3,563,730
Increase expense 124,721 109,050 304,474 266,566
Transfer to non-current assets (liabilities) held for sale (9,021 ) — (9,021 ) —
Settlement in the current period (18,039 ) (10,144 ) (43,476 ) (18,032 )
Revisions in estimated cash flows 17,203 8,566 (541,275 ) 74,880
Translation adjustments for the period (12,058 ) 60,874 112,299 156,905
Balance at end of period 5,438,284 4,044,049 5,438,284 4,044,049
Current 140,749 129,238 140,749 129,238
Non-current 5,297,535 3,914,811 5,297,535 3,914,811
5,438,284 4,044,049 5,438,284 4,044,049
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Balance at beginning of period 1,625,324 1,115,331
Increase expense 121,671 128,489
Revisions in estimated cash flows — (2,626 )
Settlement in the current period (1,883 ) (4,267 )
Balance at end of period 1,745,112 1,236,927
Current 61,541 13,615
Non-current 1,683,571 1,223,312
1,745,112 1,236,927

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*20. Deferred Income Tax and Social Contribution*

We review 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 R$60,210 million at September 30, 2013 and R$54,766 million at December 31, 2012. 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 and 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 deferred balances were as follows:

Consolidated (unaudited)
Three-month period ended
September 30, 2013 September 30, 2012 (i)
Assets Liabilities Total Assets Liabilities Total
Balance at beginning of period 9,468,064 7,167,256 2,300,808 3,738,865 7,603,845 (3,864,980 )
Net income effect 1,038,730 (128,979 ) 1,167,709 1,217,786 (222,471 ) 1,440,257
Transfer to non-current assets (liabilities) held for sale (228 ) (188,354 ) 188,126 — (2,595 ) 2,595
Subsidiary acquisition (sale) — — — (9,825 ) (15,114 ) 5,289
Translation adjustment for the period (52,211 ) (17,712 ) (34,499 ) 63,129 367,513 (304,384 )
Other comprehensive income 8,748 95,504 (86,756 ) (98,511 ) 43,909 (142,420 )
Balance at end of period 10,463,103 6,927,715 3,535,388 4,911,444 7,775,087 (2,863,643 )
Consolidated (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012 (i)
Assets Liabilities Total Assets Liabilities Total
Balance at beginning of period 8,291,074 6,918,372 1,372,702 3,549,328 10,175,546 (6,626,218 )
Net income effect 1,896,439 (310,170 ) 2,206,609 1,388,045 (311,221 ) 1,699,266
Transfer to non-current assets (liabilities) held for sale (228 ) (191,999 ) 191,771 — (3,541 ) 3,541
Subsidiary acquisition (sale) — — — (9,825 ) (187,648 ) 177,823
Translation adjustment for the period 116,355 419,842 (303,487 ) 110,155 610,967 (500,812 )
Reversal of deferred income tax — — — — (2,533,411 ) 2,533,411
Other comprehensive income 159,463 91,670 67,793 (126,259 ) 24,395 (150,654 )
Balance at end of period 10,463,103 6,927,715 3,535,388 4,911,444 7,775,087 (2,863,643 )
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Assets Liabilities
Balance at beginning of period 5,714,932 2,119,056
Net income effect 1,495,816 1,071,828
Other comprehensive income 159,463 (114,716 )
Balance at end of period 7,370,211 3,076,168

*(i)* Period adjusted according to note 4.

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There were no changes in tax rates in the countries where we operate. The table below shows the total income tax and social contribution shown in the income:

Consolidated ( unaudited )
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 (i) September 30, 2013 September 30, 2012 (i)
Income before tax and social contribution 9,912,908 3,839,119 18,541,005 14,506,088
Results of equity investments (292,732 ) (313,869 ) (738,677 ) (1,060,489 )
9,620,176 3,525,250 17,802,328 13,445,599
Income tax and social contribution at statutory rates - 34% (3,270,860 ) (1,198,585 ) (6,052,792 ) (4,571,504 )
Adjustments that affects the basis of taxes:
Income tax benefit from interest on stockholders’ equity 627,600 635,177 1,881,472 1,975,673
Tax incentive 212,146 170,393 438,044 329,889
Results of overseas companies taxed by different rates which differs from the parent company rate 311,031 (335,243 ) 126,707 393,682
Reversal of deferred income tax liabilities — — — 2,533,411
Constitution/reversal for tax loss carryfoward (107,369 ) — 258,121 —
Others 180,434 11,945 (383,893 ) (96,557 )
Income tax and social contribution on the profit for the period (2,047,018 ) (716,313 ) (3,732,341 ) 564,594
Parent Company ( unaudited )
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 (i) September 30, 2013 September 30, 2012 (i)
Income before tax and social contribution 9,554,981 4,081,032 18,949,583 17,293,455
Results of equity investments (1,907,153 ) 814,055 (1,398,575 ) (4,453,260 )
7,647,828 4,895,087 17,551,008 12,840,195
Income tax and social contribution at statutory rates - 34% (2,600,262 ) (1,664,329 ) (5,967,343 ) (4,365,666 )
Adjustments that affects the basis of taxes:
Income tax benefit from interest on stockholders’ equity 627,600 635,177 1,881,472 1,975,673
Tax incentive 212,146 169,823 438,044 329,208
Others 155,035 98,952 (319,555 ) 120,054
Income tax and social contribution on the profit for the period (1,605,481 ) (760,377 ) (3,967,382 ) (1,940,731 )

*(i)* Period adjusted according to note 4.

During the period, there were no changes in tax incentives received by the Company.

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*21. Employee Benefits Obligations*

*a) Retirement Benefits Obligations*

In its 2012 financial statements the Company had announced that it expects to contribute R$827 million to its Consolidated pension plan and R$286 million to its Parent Company pension plan in 2013. Through September 30, 2013 it had contributed R$581,241 to Consolidated and R$260,949 to Parent Company. No significant changes are expected in relation to the estimative disclosed in December 31, 2012 financial statement.

Costs recognized in the income statements for the period:

Consolidated ( unaudited )
Three-month period ended
September 30, 2013 September 30, 2012 (i)
Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans
Current service cost 25 69,568 22,645 12 39,506 19,623
Interest on expense on liabilities 157,050 215,891 54,057 150,742 201,436 50,255
Interest income on plan assets (195,436 ) (186,109 ) — (228,982 ) (154,767 ) —
Interest expense on effect of (asset ceiling)/ onerous liability 38,361 — — 78,228 6,290 —
Total of cost, net — 99,350 76,702 — 92,465 69,878
Consolidated ( unaudited )
Nine-month period ended
September 30, 2013 September 30, 2012 (i)
Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans
Current service cost 74 200,660 70,095 36 125,499 —
Interest on expense on liabilities 471,150 655,049 158,329 452,225 590,756 50,770
Interest income on plan assets (586,308 ) (535,662 ) — (686,946 ) (519,378 ) 146,305
Interest expense on effect of (asset ceiling)/ onerous liability 115,084 — — 234,685 17,756 —
Total of cost, net — 320,047 228,424 — 214,633 197,075
Parent Company ( unaudited )
Nine-month period ended
September 30, 2013 September 30, 2012 (i)
Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans
Current service cost 74 79,561 — 36 38,754 5,321
Interest on expense on liabilities 471,150 275,151 41,958 452,225 242,070 37,527
Interest income on plan assets (586,308 ) (261,852 ) — (686,946 ) (239,252 ) —
Interest expense on effect of (asset ceiling)/ onerous liability 115,084 — — 234,685 — —
Total of cost, net — 92,860 41,958 — 41,572 42,848

*(i)* Period adjusted according note 4.

*(ii)* Company has not recorded in its balance sheet the assets and their counterparts arising from actuarial valuation of overfunded plan as there is no clear evidence of asset realization.

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Costs recognized in the statements of other comprehensive income for the period :

Consolidated ( unaudited )
Three-month period ended (unaudited)
September 30, 2013 September 30, 2012 (i)
Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans Total Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans Total
Return on plan assets (excluding interest income) 85,546 197,652 11,666 294,864 626,396 357,499 — 983,895
Changes in asset ceiling/ onerous liability (excluding interest income) (85,546 ) — — (85,546 ) (626,396 ) (7,416 ) — (633,812 )
— 197,652 11,666 209,318 — 350,083 — 350,083
Income tax — (59,620 ) (9,978 ) (69,598 ) — (108,893 ) — (108,893 )
Total OCI, net — 138,032 1,688 139,720 — 241,190 — 241,190
Consolidated ( unaudited )
Nine-month period ended (unaudited)
September 30, 2013 September 30, 2012 (i)
Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans Total Overfunded pension plans (ii) Underfunded pension plans Others underfunded pension plans Total
Effect of experience adjustments — — — — — (8,002 ) — (8,002 )
Return on plan assets (excluding interest income) (413,021 ) (139,930 ) 22,224 (530,727 ) 1,021,618 544,913 — 1,566,531
Changes in asset ceiling/ onerous liability (excluding interest income) 413,021 — — 413,021 (1,021,618 ) (84,954 ) — (1,106,572 )
— (139,930 ) 22,224 (117,706 ) — 451,957 — 451,957
Income tax — 66,683 (12,588 ) 54,095 — (147,513 ) — (147,513 )
Total OCI, net — (73,247 ) 9,636 (63,611 ) — 304,444 — 304,444

*(i)* Period adjusted according note 4.

*(ii)* Company has not recorded in its balance sheet the assets and their counterparts arising from actuarial valuation of overfunded plan as there is no clear evidence of asset realization.

100% of overfunded pension plans are located in Brazil and 90% of underfunded pension plans are located abroad of Brazil.

*b) Incentive plan in results*

Company, based on the profit sharing program (“PPR”) allows define, monitor, evaluate and recognize the individual and collective performance of their employees. The measurement method adopted in the period was the same used in December 31, 2012 financial statements.

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

Consolidated ( unaudited ) — Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Operational expenses 151,446 124,952 316,116 510,799
Cost of goods sold and services rendered 277,024 183,864 658,831 538,698
Total 428,470 308,816 974,947 1,049,497
Parent Company ( unaudited )
Nine-month period ended
September 30, 2013 September 30, 2012
Operational expenses 260,671 338,160
Cost of goods sold and services rendered 568,951 475,726
Total 829,622 813,886

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*c) Long-term stock option compensation plan*

The terms, assumptions, calculation methods and the accounting treatment applied to the Long-term Incentive Plan (“ILP”) is the same as presented in the financial statements of December 31, 2012. The total number of shares subject to the Long Term Compensation Plan at September 30, 2013 and December 31, 2012 are 6,117,958 and 4,426,046, and total liability recorded of R$151,730 and R$177,790, respectively.

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*22. Classification of financial instruments*

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

Consolidated
September 30, 2013 (unaudited)
Financial assets Loans and receivables (a) At fair value through profit or loss (b) Derivatives designated as hedge (c) Available for sale (d) Total
Current
Cash and cash equivalents 15,878,774 — — — 15,878,774
Short-term investments 180,536 — — — 180,536
Derivative financial instruments — 492,253 — — 492,253
Accounts receivable 11,999,554 — — — 11,999,554
Related parties 1,898,979 — — — 1,898,979
29,957,843 492,253 — — 30,450,096
Non-current
Related parties 538,809 — — — 538,809
Loans and financing agreements to receive 599,090 — — — 599,090
Financial instruments - investments — — — 4,186,216 4,186,216
Derivative financial instruments — 330,883 — — 330,883
1,137,899 330,883 — 4,186,216 5,654,998
Total of Assets 31,095,742 823,136 — 4,186,216 36,105,094
Financial liabilities
Current
Suppliers and contractors 8,896,467 — — — 8,896,467
Derivative financial instruments — 1,049,505 95,043 — 1,144,548
Current portion of long-term debt 6,853,020 — — 6,853,020
Related parties 246,629 — — — 246,629
15,996,116 1,049,505 95,043 — 17,140,664
Non-current
Derivative financial instruments — 3,181,545 31,794 — 3,213,339
Long-term debt 58,971,453 — — — 58,971,453
Related parties 148,142 — — — 148,142
Stockholders’ Debentures (note 30d) — 4,128,679 — — 4,128,679
59,119,595 7,310,224 31,794 — 66,461,613
Total of liabilities 75,115,711 8,359,729 126,837 — 83,602,277
Consolidated
December 31, 2012
Financial assets Loans and receivables (a) At fair value through profit or loss (b) Derivatives designated as hedge (c) Available for sale Total
Current
Cash and cash equivalents 11,917,717 — — — 11,917,717
Short-term investments — 505,857 — — 505,857
Derivative financial instruments — 543,122 32,051 — 575,173
Accounts receivable 13,884,663 — — — 13,884,663
Related parties 786,202 — — — 786,202
26,588,582 1,048,979 32,051 — 27,669,612
Non-current
Related parties 832,571 — — — 832,571
Loans and financing agreements to receive 501,726 — — — 501,726
Financial instrument - Investments — — — 14,378 14,378
Derivative financial instruments — 83,190 9,377 — 92,567
1,334,297 83,190 9,377 14,378 1,441,242
Total of Assets 27,922,879 1,132,169 41,428 14,378 29,110,854
Financial liabilities
Current
Suppliers and contractors 9,255,150 — — — 9,255,150
Derivative financial instruments — 707,540 2,182 — 709,722
Current portion of long-term debt 7,092,878 — — — 7,092,878
Related parties 423,336 — — — 423,336
16,771,364 707,540 2,182 — 17,481,086
Non-current
Derivative financial instruments — 1,600,656 — — 1,600,656
Long-term debt 54,762,976 — — — 54,762,976
Related parties 146,440 — — — 146,440
Debentures — 3,378,845 — — 3,378,845
54,909,416 4,979,501 — — 59,888,917
Total of liabilities 71,680,780 5,687,041 2,182 — 77,370,003

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

*(b)* Financial instruments for trading in short-term.

*(c)* See note 24(a).

*(d)* See note 13.

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Parent Company
September 30, 2013 (unaudited)
Financial assets Loans and receivables (a) At fair value through profit or loss (b) Total
Current
Cash and cash equivalents 1,854,402 — 1,854,402
Short-term investments 17,376 — 17,376
Derivative financial instruments — 440,157 440,157
Accounts receivable 22,450,659 — 22,450,659
Related parties 2,019,584 — 2,019,584
26,342,021 440,157 26,782,178
Non-current
Related parties 1,010,110 — 1,010,110
Loans and financing agreements to receive 192,237 — 192,237
1,202,347 — 1,202,347
Total of Assets 27,544,368 440,157 27,984,525
Financial liabilities
Current
Suppliers and contractors 3,649,884 — 3,649,884
Derivative financial instruments — 771,733 771,733
Current portion of long-term debt 6,007,936 — 6,007,936
Related parties 4,281,161 — 4,281,161
13,938,981 771,733 14,710,714
Non-current
Derivative financial instruments — 2,935,632 2,935,632
Long-term debt 28,620,698 — 28,620,698
Related parties 32,279,865 — 32,279,865
Debentures — 4,128,679 4,128,679
60,900,563 7,064,311 67,964,874
Total of Liabilities 74,839,544 7,836,044 82,675,588

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

*(b)* Financial instruments for trading in short-term.

Parent Company
December 31, 2012
Financial assets Loans and receivables (a) At fair value through profit or loss (b) Total
Current
Cash and cash equivalents 688,434 — 688,434
Short-term investments — 43,428 43,428
Derivative financial instruments — 500,293 500,293
Accounts receivable 21,838,539 — 21,838,539
Related parties 1,347,488 — 1,347,488
23,874,461 543,721 24,418,182
Non-current
Related parties 863,990 — 863,990
Loans and financing agreements to receive 187,862 — 187,862
Derivative financial instruments — 2,928 2,928
1,051,852 2,928 1,054,780
Total of Assets 24,926,313 546,649 25,472,962
Financial liabilities
Current
Suppliers and contractors 4,178,494 — 4,178,494
Derivative financial instruments — 558,161 558,161
Current portion of long-term debt 5,327,849 — 5,327,849
Related parties 6,433,629 — 6,433,629
15,939,972 558,161 16,498,133
Non-current
Derivative financial instruments — 1,409,568 1,409,568
Long-term debt 26,867,240 — 26,867,240
Related parties 29,362,525 — 29,362,525
Stockholders' Debentures — 3,378,845 3,378,845
56,229,765 4,788,413 61,018,178
Total of Liabilities 72,169,737 5,346,574 77,516,311

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

*(b)* Financial instruments for trading in short-term.

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*23. Fair Value Estimative*

The Company considered the same assumptions and calculation methods presented in the financial statements of December 31, 2012, to measure the fair value of assets and liabilities in the period.

The tables below present the assets and liabilities measured at fair value in the period.

Consolidated — September 30, 2013 (unaudited) December 31, 2012
Level 1 Level 2 Total (i) Total (i)
Financial Assets
Current
Derivatives at fair value through profit or loss 8,999 483,254 492,253 543,122
Derivatives designated as hedges — — — 32,051
8,999 483,254 492,253 575,173
Non-Current
Financial assets investments — 4,186,216 4,186,216 14,378
Derivatives at fair value through profit or loss 3,106 327,777 330,883 83,190
Derivatives designated as hedges — — — 9,377
3,106 4,513,993 4,517,099 106,945
Total of Assets 12,105 4,997,247 5,009,352 682,118
Financial Liabilities
Current
Derivatives at fair value through profit or loss 7,520 1,041,985 1,049,505 707,540
Derivatives designated as hedges — 95,043 95,043 2,182
7,520 1,137,028 1,144,548 709,722
Non-Current
Derivatives at fair value through profit or loss 629 3,180,916 3,181,545 1,600,656
Derivatives designated as hedges — 31,794 31,794 —
Stockholders’ debentures — 4,128,679 4,128,679 3,378,845
629 7,341,389 7,342,018 4,979,501
Total of Liabilities 8,149 8,478,417 8,486,566 5,689,223

*(i)* No classification according to level 3.

Parent Company — September 30, 2013 (unaudited) December 31, 2012
Level 2 Total (i) Total (i)
Financial Assets
Current
Derivatives at fair value through profit or loss 440,157 440,157 500,293
Non-Current
Derivatives at fair value through profit or loss — — 2,928
— — 2,928
Total of Assets 440,157 440,157 503,221
Financial Liabilities
Current
Derivatives at fair value through profit or loss 771,733 771,733 558,161
771,733 771,733 558,161
Non-Current
Derivatives at fair value through profit or loss 2,935,632 2,935,632 1,409,568
Stockholders’ debentures 4,128,679 4,128,679 3,378,845
7,064,311 7,064,311 4,788,413
Total of Liabilities 7,836,044 7,836,044 5,346,574

*(i)* No classification according to level 1 and 3.

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The Company measured its loans and debt securities at market value and compared to the carrying amount. The assumptions and calculation methods applied are also the same as those presented in the financial statements as of December 31, 2012. The fair values and carrying amounts of non-current loans (net of interest) are shown in the table below:

Consolidated
September 30, 2013 (unaudited)
Balance Fair value (i) Level 1 Level 2
Financial liabilities
Loans (long term) (ii) 64,852,822 66,754,002 52,655,384 14,098,618
Perpetual notes (iii) 148,142 148,142 — 148,142

*(i)* No classification according to level 3.

*(ii)* Net interest of R$971,651

*(iii)* Classified as “Related parties” (Non-current liabilities)

Consolidated
December 31, 2012
Balance Fair value (i) Level 1 Level 2
Financial liabilities
Loans (long term) (ii) 60,987,822 66,872,262 52,756,817 14,115,445
Perpetual notes (iii) 146,440 146,440 — 146,440

*(i)* No classification according to level 3.

*(ii)* Net interest of R$868,032

*(iii)* Classified as “Related parties” (Non-current liabilities)

Parent Company
September 30, 2013 (unaudited)
Balance Fair value (i) Level 1 Level 2
Financial liabilities
Loans (long term) (ii) 34,091,121 34,803,610 24,367,210 10,436,400

*(i)* No classification according to level 3.

*(ii)* Net interest of R$537,513

Parent Company
December 31, 2012
Balance Fair value (i) Level 1 Level 2
Financial liabilities
Loans (long term) (ii) 31,794,568 33,183,140 18,817,237 14,365,903

*(i)* No classification according to level 3.

*(ii)* Net interest of R$400,521

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*24. Derivatives financials instruments*

*a) Derivatives effects on balance sheet*

Consolidated
Assets
September 30, 2013 (unaudited) December 31, 2012
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 467,214 — 509,670 2,928
Eurobonds Swap — 182,153 — 80,262
Pre dollar swap 14,322 — 33,439 —
481,536 182,153 543,109 83,190
Commodities price risk
Nickel fixed price program 8,999 3,106 — —
Purchased copper scrap protection program — — 13 —
Bunker Oil 1,718 — — —
10,717 3,106 13 —
Option SLW (note 29)
Warrants — 145,624 — —
— 145,624 — —
Derivatives designated as hedge
Strategic Nickel — — 25,950 —
Foreign exchange cash flow hedge — — 6,101 9,377
— — 32,051 9,377
Total 492,253 330,883 575,173 92,567
Consolidated
Liabilities
September 30, 2013 (unaudited) December 31, 2012
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 957,380 2,959,699 695,130 1,430,575
Eurobonds Swap 4,537 — 9,008 36,637
Pre dollar swap — 219,613 — 128,967
961,917 3,179,312 704,138 1,596,179
Commodities price risk
Nickel fixed price program 7,520 629 3,166 —
Purchased copper scrap protection program 73 — — —
Natural gas — — 236 4,477
Bunker Oil 79,915 — — —
87,508 629 3,402 4,477
Embedded derivatives
Gas 80 1,604 — —
80 1,604 — —
Derivatives designated as hedge
Bunker Oil Hedge 68,259 16,932 2,182 —
Foreign exchange cash flow hedge 26,784 14,862 — —
95,043 31,794 2,182 —
Total 1,144,548 3,213,339 709,722 1,600,656
Parent Company
Assets
September 30, 2013 (unaudited) December 31, 2012
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 425,835 — 466,854 2,928
Pre dollar swap 14,322 — 33,439 —
Total 440,157 — 500,293 2,928

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Parent Company
Liabilities
September 30, 2013 (unaudited) December 31, 2012
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 771,733 2,716,019 558,161 1,280,601
Pre dollar swap — — — 128,967
Floating rate swap vs. Pre — 219,613 — —
Total 771,733 2,935,632 558,161 1,409,568

*b) Effects of derivatives in the statement of income*

Consolidated (unaudited)
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Derivatives not designated as hedge
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap 13,662 (107,421 ) (1,389,026 ) (532,937 )
Eurobonds Swap 127,665 16,084 133,232 (20,923 )
Treasury future — — — 15,221
Pre dollar swap (1,761 ) (8,879 ) (82,067 ) (17,854 )
139,566 (100,216 ) (1,337,861 ) (556,493 )
Commodities price risk
Nickel fixed price program (3,540 ) (14,039 ) 2,222 (5,555 )
Purchased copper scrap protection program (324 ) (458 ) 764 (592 )
Bunker Oil 110,202 — (129,964 ) —
106,338 (14,497 ) (126,978 ) (6,147 )
Option SLW (note 29)
Warrants 45,038 — (66,646 ) —
45,038 — (66,646 ) —
Embedded derivatives
Gas 5,682 — 4,070 —
5,682 — 4,070 —
Derivatives designated as hedge
Bunker Oil Hedge (37,887 ) 1,722 (64,073 ) 1,722
Strategic Nickel — 90,355 25,794 253,580
Foreign exchange cash flow hedge (10,579 ) 1,790 (11,092 ) 1,162
(48,466 ) 93,867 (49,371 ) 256,464
Total 248,158 (20,846 ) (1,576,786 ) (306,176 )
Financial income 302,249 122,649 733,203 765,823
Financial expenses (54,091 ) (143,495 ) (2,309,989 ) (1,071,999 )
Total 248,158 (20,846 ) (1,576,786 ) (306,176 )
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Derivatives not designated as hedge
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap (1,332,314 ) (523,595 )
Pre dollar swap (82,067 ) (17,853 )
(1,414,381 ) (541,448 )
Derivatives designated as hedge
Foreign exchange cash flow hedge 11,520 —
11,520 —
Total (1,402,861 ) (541,448 )
Financial income 294,187 272,928
Financial expenses (1,697,048 ) (814,376 )
Total (1,402,861 ) (541,448 )

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*c) Effects of derivatives as Cash Flow hedge*

Consolidated (unaudited)
(Inflows)/ Outflows
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Derivatives not designated as hedges
Exchange risk and interest rates
CDI & TJLP vs. US$ fixed and floating rate swap (60,433 ) (61,518 ) (418,650 ) (655,019 )
US$ fixed rate vs. CDI swap — — — 6,628
Treasury future — — — (5,763 )
Pre dollar swap (9,079 ) (11,921 ) (27,695 ) (28,209 )
(69,512 ) (73,439 ) (446,345 ) (682,363 )
Risk of product prices
Nickel fixed price program 2,801 (4,954 ) — (5,026 )
Purchased copper scrap protection program (111 ) (32 ) — 18
Bunker Oil 59,483 (1,722 ) — (8,769 )
62,173 (6,708 ) — (13,777 )
Derivatives designated as hedge
Bunker Oil Hedge 37,887 — 64,073 —
Strategic Nickel — (90,355 ) (25,794 ) (253,580 )
Foreign exchange cash flow hedge 10,613 (1,790 ) 11,092 (1,161 )
48,500 (92,145 ) 49,371 (254,741 )
Total 41,161 (172,292 ) (396,974 ) (950,881 )
Unrealized gains (losses) on derivatives 289,319 (193,138 ) (1,878,617 ) (1,257,057 )
Parent Company (unaudited)
(Inflows)/ Outflows
Nine-month period ended
September 30, 2013 September 30, 2012
Derivatives not designated as hedges
Exchange risk and interest rates
CDI & TJLP vs. US$ fixed and floating rate swap (360,622 ) (420,197 )
Pre dollar swap (27,695 ) (28,209 )
(388,317 ) (448,406 )
Derivatives designated as hedge
Foreign exchange cash flow hedge (11,520 ) —
(11,520 ) —
Total (399,837 ) (448,406 )
Unrealized gains (losses) on derivatives (1,802,698 ) (989,854 )

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*d) Effects of derivatives designated as hedge*

*Cash Flow Hedge*

The effects of cash flow hedge impact the stockholders’ equity and are presented in the following tables:

Three-month period ended (unaudited)
Parent Company Noncontrolling Consolidated
Currency Nickel Others Total stockholders Total
Fair value measurements 39,644 — (10,227 ) 29,417 — 29,417
Reclassification to results due to realization 10,613 — 37,887 48,500 — 48,500
Net change in September 30, 2013 50,257 — 27,660 77,917 — 77,917
Fair value measurements 97,986 (13,384 ) 37,716 122,318 — 122,318
Reclassification to results due to realization (1,790 ) (90,355 ) — (92,145 ) — (92,145 )
Net change in September 30, 2012 96,196 (103,739 ) 37,716 30,173 — 30,173
Nine-month period ended (unaudited)
Parent Company Noncontrolling Consolidated
Currency Nickel Others Total stockholders Total
Fair value measurements (49,744 ) (158 ) (134,076 ) (183,978 ) — (183,978 )
Reclassification to results due to realization 11,092 (25,794 ) 64,073 49,371 — 49,371
Net change in September 30, 2013 (38,652 ) (25,952 ) (70,003 ) (134,607 ) — (134,607 )
Fair value measurements 41,300 29,605 10,725 81,630 — 81,630
Reclassification to results due to realization (1,161 ) (253,580 ) — (254,741 ) — (254,741 )
Net change in September 30, 2012 40,139 (223,975 ) 10,725 (173,111 ) — (173,111 )

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*e) Additional information about derivatives financial instruments*

*i. Value at Risk computation methodology*

The Value at Risk of the positions was measured using a delta-Normal parametric approach, which considers that the future distribution of the risk factors - and its correlations - tends to present the same statistic properties verified in the historical data. The value at risk of Vale’s derivatives current positions was estimated considering one business day time horizon and a 95% confidence level.

*ii. Contracts subjected to margin calls*

Vale has contracts subject to margin calls only for part of nickel trades executed by its wholly-owned subsidiary Vale Canada Ltd. The total cash amount as of September 30, 2013 is lower than R$ 1.4 million.

*iii. Initial Cost of Contracts*

The financial derivatives negotiated by Vale and its controlled companies described in this document didn’t have initial costs (initial cash flow) associated.

The following tables show as of September 30, 2013, the derivatives positions for Vale and controlled companies with the following information: notional amount, fair value, value at risk, gains or losses in the period and the fair value for the remaining years of the operations per each group of instruments.

*iv. Interest Rates and Foreign Exchange Derivative Positions*

*Protection program for the Real denominated debt indexed to CDI*

· *CDI vs. USD fixed rate swap* — In order to reduce the cash flow volatility, Vale entered into swap transactions to convert the cash flows from debt instruments denominated in Brazilian Reais linked to CDI to U.S. Dollars. In those swaps, Vale pays fixed rates in U.S. Dollars and receives payments linked to CDI.

· *CDI vs. USD floating rate swap* — In order to reduce the cash flow volatility, Vale entered into swap transactions to convert the cash flows from debt instruments denominated in Brazilian Reais linked to CDI to U.S. Dollars. In those swaps, Vale pays floating rates in U.S. Dollars (Libor — London Interbank Offered Rate) and receives payments linked to CDI.

R$ Million
Notional ($ million) Average Fair value Realized Gain/Loss Value at Risk Fair value by year
Flow September 30, 2013 December 31, 2012 Index rate September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013 2014 2015 2016 - 2017
CDI vs. fixed rate swap
Receivable R$ 8,184 R$ 8,184 CDI 106.33 % 8.547 8.399 337
Payable US$ 4,423 US$ 4,425 US$ + 3.64 % (10.205 ) (9.468 ) (201 )
Net (1.658 ) (1.069 ) 136 117 (845 ) 96 (297 ) (612 )
CDI vs. floating rate swap
Receivable R$ 428 R$ 428 CDI 103.50 % 436 443 31
Payable US$ 250 US$ 250 Libor + 0.99 % (567 ) (525 ) (8 )
Net (131 ) (82 ) 23 7 — 32 (163 ) —

*Type of contracts:* OTC Contracts

*Protected Item:* Debts linked to BRL

The protected items are the Debts linked to BRL because the objective of this protection is to transform the obligations linked to BRL into obligations linked to USD so as to achieve a currency offset by matching Vale’s receivables (mainly linked to USD) with Vale’s payables.

*Protection program for the real denominated debt indexed to TJLP*

· *TJLP vs. USD fixed rate swap* — In order to reduce the cash flow volatility, Vale entered into swap transactions to convert the cash flows of the loans with Banco Nacional de Desenvolvimento Econômico e Social (BNDES) from TJLP(1) to U.S. Dollars. In those swaps, Vale pays fixed rates in U.S. Dollars and receives payments linked to TJLP.

(1) Due to TJLP derivatives market liquidity constraints, some swap trades were done through CDI equivalency.

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· *TJLP vs. USD floating rate swap* — In order to reduce the cash flow volatility, Vale entered into swap transactions to convert the cash flows of the loans with BNDES from TJLP to U.S. Dollars. In those swaps, Vale pays floating rates in U.S. Dollars and receives payments linked to TJLP.

R$ Million
Notional ($ million) Average Fair value Realized Gain/Loss Value at Risk Fair value by year
Flow September 30, 2013 December 31, 2012 Index rate September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013 2014 2015 2016-2022
Swap TJLP vs. fixed rate swap
Receivable R$ 3,146 R$ 3,268 TJLP + 1.37 % 5,461 4,585 1,499
Payable US$ 1,684 US$ 1,694 USD + 2.08 % (6,934 ) (4,960 ) (1,249 )
Net (1,473 ) (375 ) 250 88 55 (43 ) (152 ) (1,333 )
Swap TJLP vs. floating rate swap
Receivable R$ 0 R$ 626 TJLP + 0.90 % 539 576 25
Payable US$ 356 US$ 356 Libor + -1.15 % (729 ) (662 ) (5 )
Net (190 ) (86 ) 20 9 19 (82 ) 3 (130 )

*Type of contracts:* OTC Contracts

*Protected Item:* Debts linked to BRL

The protected items are the Debts linked to BRL because the objective of this protection is to transform the obligations linked to BRL into obligations linked to USD so as to achieve a currency offset by matching Vale’s receivables (mainly linked to USD) with Vale’s payables.

*Protection program for the Real denominated fixed rate debt*

· *BRL fixed rate vs. USD fixed rate swap* : In order to hedge the cash flow volatility, Vale entered into a swap transaction to convert the cash flows from loans rate with Banco Nacional de Desenvolvimento Econômico e Social (BNDES) in Brazilian Reais linked to fixed rate to U.S. Dollars linked to fixed. In those swaps, Vale pays fixed rates in U.S. Dollars and receives fixed rates in Reais.

R$ Million
Notional ($ million) Average Fair value Realized Gain/Loss Value at Risk Fair value by year
Flow September 30, 2013 December 31, 2012 Index rate September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013 2014 2015 2016 - 2023
R$ fixed rate vs. US$ fixed rate swap
Receivable R$ 783 R$ 795 Fix 4.53 % 734 733 76
Payable US$ 432 US$ 442 US$ - -1.10 % (939 ) (829 ) (48 )
Net (205 ) (96 ) 28 12 6 12 (48 ) (175 )

*Type of contracts:* OTC Contracts

*Protected Item:* Debts linked to BRL

The protected items are the Debts linked to BRL because the objective of this protection is to transform the obligations linked to BRL into obligations linked to USD so as to achieve a currency offset by matching Vale’s receivables (mainly linked to USD) with Vale’s payables.

*Protection program for Euro denominated debt*

· *EUR fixed rate vs. USD fixed rate swap* : In order to hedge the cash flow volatility, Vale entered into a swap transaction to convert the cash flows from debts in Euros linked to fixed rate to U.S. Dollars linked to fixed rate. This trade was used to convert the cash flows of part of debts in Euros, each one with a notional amount of € 750 million, issued in 2010 and 2012 by Vale. Vale receives fixed rates in Euros and pays fixed rates in U.S. Dollars.

R$ million
Notional ($ million) Average Fair value Realized Gain/Loss Value at Risk Fair value by year
Flow September 30, 2013 December 31, 2012 Index rate September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2014 2015 2016 - 2023
Receivable € 1,000 € 1,000 EUR 4.063 % 3,345 3,108 81
Payable US$ 1,288 US$ 1,288 US$ 4.511 % (3,167 ) (3,073 ) (91 )
Net 178 35 (10 ) 32 (5 ) (3 ) 186

*Type of contracts:* OTC Contracts

*Protected Item:* Vale’s Debt linked to EUR

The P&L shown in the table above is offset by the hedged items’ P&L due to EUR/USD exchange rate.

*Foreign exchange hedging program for disbursements in Canadian dollars*

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· *Canadian Dollar Forward* — In order to reduce the cash flow volatility, Vale entered into forward transactions to mitigate the foreign exchange exposure that arises from the currency mismatch between the revenues denominated in U.S. Dollars and the disbursements denominated in Canadian Dollars.

R$ million
Notional ($ million) Average rate Fair value Realized Gain/Loss Value at Risk Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (CAD/USD) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013 2014 2015 2016
Forward CAD 954 CAD 1,362 B 1.006 (42 ) 15 — 16 (8 ) (23 ) (11 ) (0 )

*Type of contracts:* OTC Contracts

*Hedged Item:* part of disbursements in Canadian Dollars

The P&L shown in the table above is offset by the hedged items’ P&L due to CAD/USD exchange rate.

*Commodity Derivative Positions*

The Company’s cash flow is also exposed to several market risks associated to global commodities price volatilities. To offset these volatilities, Vale contracted the following derivatives transactions:

*Nickel Purchase Protection Program*

In order to reduce the cash flow volatility and eliminate the mismatch between the pricing of the purchased nickel (concentrate, cathode, sinter and others) and the pricing of the final product sold to our clients, hedging transactions were implemented. The items purchased are raw materials utilized to produce refined Nickel. The trades are usually implemented by the sale of nickel forward or future contracts at LME or over-the-counter operations.

Notional (ton) Average Strike Fair value Realized Gain/Loss Value at Risk R$ million — Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (US$/ton) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013
Nickel Futures 120 210 S 13,945 0.0 0 1.0 0.1 0.0

*Type of contracts:* LME Contracts

*Protected Item:* part of Vale’s revenues linked to Nickel price.

The P&L shown in the table above is offset by the protected items’ P&L due to Nickel price.

*Nickel Fixed Price Program*

In order to maintain the exposure to Nickel price fluctuations, we entered into derivatives to convert to floating prices all contracts with clients that required a fixed price. These trades aim to guarantee that the prices of these operations would be the same of the average prices negotiated in LME in the date the product is delivered to the client. It normally involves buying Nickel forwards (Over-the-Counter) or futures (exchange negotiated). Those operations are usually reverted before the maturity in order to match the settlement dates of the commercial contracts in which the prices are fixed.

R$ million
Notional (ton) Average Strike Fair value Realized Gain/Loss Value at Risk Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (US$/ton) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013 2014
Nickel Futures 6,324 — B 14,452 (8 ) — (2.8 ) 3.6 (4 ) (4 )

*Type of contracts:* LME Contracts

*Protected Item:* part of Vale’s revenues linked to fixed price sales of Nickel.

The P&L shown in the table above is offset by the protected items’ P&L due to Nickel price.

*Copper Scrap Purchase Protection Program*

This program was implemented in order to reduce the cash flow volatility due to the quotation period mismatch between the pricing period of copper scrap purchase and the pricing period of final products sale to the clients, as the copper scrap combined with other raw materials or inputs to produce copper for the final clients. This program usually is implemented by the sale of forwards or futures at LME or Over-the-Counter operations.

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Notional (lbs) Average Strike Fair value Realized Gain/Loss Value at Risk R$ Million — Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (US$/lbs) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013
Forward 514,890 937,517 S 3.25 (0.0 ) 0.01 0.9 0.1 (0.0 )

*Type of contracts:* OTC Contracts

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

The P&L shown in the table above is offset by the protected items’ P&L due to Copper price

*Bunker Oil Purchase Protection Program*

In order to reduce the impact of bunker oil price fluctuation on Vale’s freight hiring/supply and consequently reducing the company’s cash flow volatility, bunker oil derivatives were implemented. These transactions are usually executed through forward purchases and zero cost-collars.

Notional (ton) Average Strike Fair value Realized Gain/Loss Value at Risk R$ million — Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (US$/mt) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013
Forward 945,000 — B 636 (58 ) — (97 ) (58 )
Call 345,000 — B 650 2 — — 2
Put 345,000 — S 597 (6 ) — (1 ) (6 )
(62 ) — (98 ) 25 (62 )

*Type of contracts:* OTC Contracts

*Protected Item:* part of Vale’s costs linked to Bunker Oil price.

The P&L shown in the table above is offset by the protected items’ P&L due to Bunker Oil price.

*Bunker Oil Purchase Hedging Program*

In order to reduce the impact of bunker oil price fluctuation on Vale’s freight hiring/supply and consequently reducing the company’s cash flow volatility, bunker oil derivatives were implemented. These transactions are usually executed through forward purchases.

Notional (ton) Average Strike Fair value Realized Gain/Loss Value at Risk R$ million — Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (US$/mt) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013
Forward 1,665,000 — B 618 (75 ) — (70.6 ) 37 (24 )

*Type of contracts:* OTC Contracts

*Protected Item:* part of Vale’s costs linked to Bunker Oil price.

The P&L shown in the table above is offset by the protected items’ P&L due to Bunker Oil price.

*Sell of part of future gold production (byproduct) from Vale*

The company has definitive contracts with Silver Wheaton Corp. (SLW), a Canadian company with stocks negotiated in Toronto Stock Exchange and New York Stock Exchange, to sell 25% of gold payable flows produced as a sub product from Salobo copper mine during its life and 70% of gold payable flows produced as a sub product from some nickel mines in Sudbury during 20 years. For this transaction the payment was realized part in cash (US$ 1.9 billion) and part as 10 million of SLW warrants with strike price of US$ 65 and 10 years term, where this last part configures an American call option.

Notional ($ million) Average Strike Fair value Realized Gain/Loss Value at Risk R$ million — Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (US$/stock) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2023
Call Option 10 — B 65 146 — — 13 146

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*Embedded Derivative Positions*

The Company’s cash flow is also exposed to several market risks associated to contracts that contain embedded derivatives or derivative-like features. From Vale’s perspective, it may include, but is not limited to, commercial contracts, procurement contracts, rental contracts, bonds, insurance policies and loans. The following embedded derivatives were observed in September 30, 2013:

*Raw material and intermediate products purchase*

Nickel concentrate and raw materials purchase agreements, in which there are provisions based on nickel and copper future prices behavior. These provisions are considered as embedded derivatives.

Notional (ton) Average Strike Fair value Realized Gain/Loss Value at Risk R$ million — Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (US$/ton) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013
Nickel Forwards 1,762 2,475 S 13,939 (0.6 ) 2.0 (6.5 )
Copper Forwards 4,386 7,272 7,092 0.7 0.9 (5.9 )
Total 0.1 2.9 (12.4 ) 2.7 0.1

*Gas purchase for Pelletizing Company in Oman*

Our subsidiary Vale Oman Pelletizing Company LLC has a natural gas purchase agreement in which there´s a clause that defines that a premium can be charged if pellet prices trades above a pre-defined level. This clause is considered as an embedded derivative.

R$ million
Notional (volume/month) Average Strike Fair value Realized Gain/Loss Value at Risk Fair value by year
Flow September 30, 2013 December 31, 2012 Buy/ Sell (US$/ton) September 30, 2013 December 31, 2012 September 30, 2013 September 30, 2013 2013 2014 2015 2016
Call Options 746,667 746,667 S 179.36 (1.7 ) (4.7 ) — 2 (0.0 ) (0.2 ) (1.0 ) (0.5 )

*f) Market Curves*

To build the curves used on the pricing of the derivatives, public data from BM&F, Central Bank of Brazil, London Metals Exchange (LME) and proprietary data from Thomson Reuters and Bloomberg were used.

*1. Commodities*

*Nickel*

Maturity Price (US$/ton) Maturity Price (US$/ton) Maturity Price (US$/ton)
SPOT 13,860.00 MAR14 14,031.99 SEP14 14,175.50
OCT13 13,908.37 APR14 14,057.20 SEP15 14,437.33
NOV13 13,932.61 MAY14 14,083.35 SEP16 14,680.63
DEC13 13,958.77 JUN14 14,107.99 SEP17 14,911.96
JAN14 13,983.89 JUL14 14,130.66
FEB14 14,006.53 AUG14 14,152.71

*Copper*

Maturity Price (US$/lb) Maturity Price (US$/lb) Maturity Price (US$/lb)
SPOT 3.32 MAR14 3.32 SEP14 3.33
OCT13 3.31 APR14 3.32 SEP15 3.35
NOV13 3.31 MAY14 3.33 SEP16 3.37
DEC13 3.31 JUN14 3.33 SEP17 3.39
JAN14 3.32 JUL14 3.33
FEB14 3.32 AUG14 3.33

*Bunker Oil*

Maturity Price (US$/ton) Maturity Price (US$/ton) Maturity Price (US$/ton)
SPOT 609.76 MAR14 598.71 SEP14 588.56
OCT13 609.25 APR14 596.87 SEP15 572.22
NOV13 608.66 MAY14 594.98 SEP16 559.12
DEC13 604.30 JUN14 593.41 SEP17 552.01
JAN14 602.02 JUL14 591.79
FEB14 600.54 AUG14 590.08

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*2. Rates*

*US$-Brazil Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
11/01/13 0.62 01/04/16 1.86 07/02/18 3.00
12/02/13 0.76 04/01/16 1.94 10/01/18 3.10
01/02/14 1.07 07/01/16 2.04 01/02/19 3.22
04/01/14 1.23 10/03/16 2.13 04/01/19 3.34
07/01/14 1.41 01/02/17 2.29 07/01/19 3.46
10/01/14 1.49 04/03/17 2.41 10/01/19 3.59
01/02/15 1.60 07/03/17 2.55 01/02/20 3.71
04/01/15 1.69 10/02/17 2.65 07/01/20 3.95
07/01/15 1.76 01/02/18 2.77 01/04/21 4.18
10/01/15 1.79 04/02/18 2.90 07/01/21 4.37

*US$ Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
US$1M 0.18 US$6M 0.29 US$11M 0.31
US$2M 0.22 US$7M 0.30 US$12M 0.32
US$3M 0.25 US$8M 0.30 US$2Y 0.47
US$4M 0.27 US$9M 0.31 US$3Y 0.79
US$5M 0.28 US$10M 0.31 US$4Y 1.20

*TJLP*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
11/01/13 5.00 01/04/16 5.00 07/02/18 5.00
12/02/13 5.00 04/01/16 5.00 10/01/18 5.00
01/02/14 5.00 07/01/16 5.00 01/02/19 5.00
04/01/14 5.00 10/03/16 5.00 04/01/19 5.00
07/01/14 5.00 01/02/17 5.00 07/01/19 5.00
10/01/14 5.00 04/03/17 5.00 10/01/19 5.00
01/02/15 5.00 07/03/17 5.00 01/02/20 5.00
04/01/15 5.00 10/02/17 5.00 07/01/20 5.00
07/01/15 5.00 01/02/18 5.00 01/04/21 5.00
10/01/15 5.00 04/02/18 5.00 07/01/21 5.00

*BRL Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
11/01/13 9.12 01/04/16 11.11 07/02/18 11.69
12/02/13 9.19 04/01/16 11.24 10/01/18 11.74
01/02/14 9.36 07/01/16 11.35 01/02/19 11.71
04/01/14 9.64 10/03/16 11.39 04/01/19 11.72
07/01/14 9.86 01/02/17 11.42 07/01/19 11.74
10/01/14 10.08 04/03/17 11.46 10/01/19 11.75
01/02/15 10.24 07/03/17 11.50 01/02/20 11.76
04/01/15 10.44 10/02/17 11.54 07/01/20 11.80
07/01/15 10.72 01/02/18 11.58 01/04/21 11.83
10/01/15 10.93 04/02/18 11.64 07/01/21 11.84

*EUR Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
EUR1M 0.09 EUR6M 0.33 EUR11M 0.41
EUR2M 0.11 EUR7M 0.35 EUR12M 0.42
EUR3M 0.16 EUR8M 0.37 EUR2Y 0.55
EUR4M 0.25 EUR9M 0.39 EUR3Y 0.75
EUR5M 0.29 EUR10M 0.40 EUR4Y 1.00

*CAD Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
CAD1M 1.22 CAD6M 1.38 CAD11M 1.31
CAD2M 1.25 CAD7M 1.36 CAD12M 1.30
CAD3M 1.28 CAD8M 1.34 CAD2Y 1.44
CAD4M 1.33 CAD9M 1.33 CAD3Y 1.79
CAD5M 1.36 CAD10M 1.32 CAD4Y 2.10

*Currencies - Ending rates*

CAD/US$ 0.9721 US$/BRL 2.2300 EUR/US$ 1.3531

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*g) Sensitivity Analysis*

We present below the sensitivity analysis for all derivatives outstanding positions as of September 30, 2013 given predefined scenarios for market risk factors behavior. The scenarios were defined as follows:

· Fair Value: the fair value of the instruments as at September 30, 2013;

· Scenario I: Potential change in fair value of Vale’s financial instruments’ positions considering a 25% depreciation of market curves for underlying risk factors;

· Scenario II: Potential change in fair value of Vale’s financial instruments’ positions considering a 25% appreciation of market curves for underlying risk factors;

· Scenario III: Potential change in fair value of Vale’s financial instruments’ positions considering a 50% depreciation of market curves for underlying risk factors;

· Scenario IV: Potential change in fair value of Vale’s financial instruments’ positions considering a 50% appreciation of market curves for underlying risk factors;

*i. Sensitivity Analysis — Summary of the USD/BRL fluctuation — Debt, Cash Investments and Derivatives*

Sensitivity analysis - Summary of the USD/BRL fluctuation Amounts in R$ 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 (10,455 ) 10,455 (20,910 ) 20,910
Cash Investments Cash denominated in BRL No fluctuation — — — —
Cash Investments Cash denominated in USD USD/BRL fluctuation 3,149 (3,149 ) 6,298 (6,298 )
Derivatives(1) Consolidated derivatives portfolio USD/BRL fluctuation (4,811 ) 4,811 (9,622 ) 9,622
Net result (12,117 ) 12,117 (24,235 ) 24,235

(1) - Detailed information of derivatives are described below.

Sensitivity analysis - Foreign Exchange and Interest Rate Derivative Positions Amounts in R$ 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 (1,658 ) (2,551 ) 2,551 (5,103 ) 5,103
USD interest rate inside Brazil variation (61 ) 59 (124 ) 117
Brazilian interest rate fluctuation (20 ) 18 (42 ) 35
USD Libor variation — — (1 ) 1
USD/BRL fluctuation (142 ) 142 (283 ) 283
CDI vs. USD floating rate swap Brazilian interest rate fluctuation (131 ) (0 ) 0 (1 ) 1
USD Libor variation (0,13 ) 0,13 (0,26 ) 0,25
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 (1,473 ) (1,733 ) 1,733 (3,467 ) 3,467
USD interest rate inside Brazil variation (133 ) 125 (275 ) 243
Brazilian interest rate fluctuation 404 (356 ) 866 (671 )
TJLP interest rate fluctuation (196 ) 192 (395 ) 379
TJLP vs. USD floating rate swap USD/BRL fluctuation (190 ) (182 ) 182 (365 ) 365
USD interest rate inside Brazil variation (14 ) 13 (30 ) 26
Brazilian interest rate fluctuation 36 (31 ) 77 (59 )
TJLP interest rate fluctuation (18 ) 17 (36 ) 34
USD Libor variation 9 (9 ) 17 (17 )
Protected Items - Real denominated debt USD/BRL fluctuation n,a, — — — —
Protection program for the Real denominated fixed rate debt BRL fixed rate vs. USD fixed rate swap USD/BRL fluctuation (205 ) (235 ) 235 (469 ) 469
USD interest rate inside Brazil variation (13 ) 12 (27 ) 24
Brazilian interest rate fluctuation 45 (40 ) 94 (76 )
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 178 44 (44 ) 89 (89 )
EUR/USD fluctuation (836 ) 836 (1,672 ) 1,672
EUR Libor variation 66 (61 ) 138 (117 )
USD Libor variation (77 ) 69 (163 ) 131
Protected Items - Euro denominated debt EUR/USD fluctuation n,a, 836 (836 ) 1,672 (1,672 )
Foreign Exchange hedging program for disbursements in Canadian dollars (CAD) CAD Forward USD/BRL fluctuation (42 ) (10 ) 10 (21 ) 21
USD/CAD fluctuation (521 ) 521 (1,042 ) 1,042
CAD Libor variation 6 (6 ) 12 (12 )
USD Libor variation (2 ) 2 (4 ) 4
Protected Items - Disbursement in Canadian USD/CAD fluctuation n,a, 521 (521 ) 1,042 (1,042 )

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Sensitivity analysis - Commodity Derivative Positions Amounts in R$ million

Program Instrument Risk Fair Value Scenario I Scenario II Scenario III Scenario IV
Nickel purchase protection program Nickel price fluctuation 0.9 (0.9 ) 1.9 (1.9 )
Sale of nickel future/forward contracts Libor USD fluctuation 0.02 0 (0 ) 0 (0 )
USD/BRL fluctuation 0.0 0.0 0.0 (0.0 )
Protected Item: Part of Vale’s revenues linked to Nickel price Nickel price fluctuation n.a. (0.9 ) 0.9 (2 ) 2
Nickel price fluctuation (50 ) 50 (100 ) 100
Nickel fixed price program Purchase of nickel future/forward contracts Libor USD fluctuation (8.1 ) (0.1 ) 0.1 (0.1 ) 0.1
USD/BRL fluctuation (2 ) 2 (4 ) 4
Protected Item: Part of Vale’s nickel revenues from sales with fixed prices Nickel price fluctuation n.a. 50 (50 ) 100 (100 )
Copper Scrap Purchase Protection Program Copper price fluctuation 1.0 (1.0 ) 1.9 (1.9 )
Sale of copper future/forward contracts Libor USD fluctuation (0.03 ) 0 (0 ) 0 (0 )
USD/BRL fluctuation (0.0 ) 0.0 (0.0 ) 0.0
Protected Item: Part of Vale’s revenues linked to Copper price Copper price fluctuation n.a. (1.0 ) 1.0 (2 ) 2
Bunker Oil Purchase Protection Program Bunker Oil price fluctuation (424 ) 411 (862 ) 848
Bunker Oil forward and Options Libor USD fluctuation (62 ) (0 ) 0 (0 ) 0
USD/BRL fluctuation (15 ) 15 (31 ) 31
Protected Item: part of Vale’s costs linked to Bunker Oil price Bunker Oil price fluctuation n.a. 424 (411 ) 862 (848 )
Bunker Oil Hedge Protection Program Bunker Oil price fluctuation (554 ) 554 (1,107 ) 1,107
Bunker Oil forward Libor USD fluctuation (75 ) (1.0 ) 1.0 (2.1 ) 2.1
USD/BRL fluctuation (21 ) 21 (41 ) 41
Protected Item: part of Vale’s costs linked to Bunker Oil price Bunker Oil price fluctuation n.a. 554 (554 ) 1,107 (1,107 )
Sell of part of future gold production (subproduct) from Vale SLW stock price fluctuation (58 ) 67 (105 ) 140
10 million of SLW warrants Libor USD fluctuation 146 (6 ) 6 (13 ) 12
USD/BRL fluctuation 36 (36 ) 73 (73 )
Sell of part of future gold production (subproduct) from Vale SLW stock price fluctuation n.a. 58 (67 ) 105 (140 )

Sensitivity analysis - Embedded Derivative Positions Amounts in R$ 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 USD/BRL fluctuation (0,6 ) 14 (14 ) 27 (27 )
(0,02 ) 0,02 (0,03 ) 0,03
Embedded derivatives - Raw material purchase (Copper) Embedded derivatives - Raw material purchase Copper price fluctuation USD/BRL fluctuation 0,7 18 (18 ) 36 (36 )
0,50 (0,50 ) 0,99 (0,99 )
Embedded derivatives - Gas purchase for Pelletizing Embedded derivatives - Gas purchase Pellet price fluctuation USD/BRL fluctuation (1,7 ) 1 (3 ) 2 (9 )
(0,4 ) 0,4 (0,8 ) 0,8

*ii. Sensitivity Analysis - Cash Investments — Other currencies*

The Company’s cash investments linked to other different currencies are also subjected to volatility of foreign exchange currencies.

Sensitivity analysis - Cash Investments (Other currencies) Amounts in R$ million

Program Instrument Risk Scenario I Scenario II Scenario III Scenario IV
Cash Investments Cash denominated in EUR EUR/BRL fluctuation 24 (24 ) 48 (48 )
Cash Investments Cash denominated in CAD CAD/BRL fluctuation 69 (69 ) 137 (137 )
Cash Investments Cash denominated in GBP GBP/BRL fluctuation 5 (5 ) 10 (10 )
Cash Investments Cash denominated in AUD AUD/BRL fluctuation 31 (31 ) 62 (62 )
Cash Investments Cash denominated in Other Currencies Other Currencies fluctuation 15 (15 ) 30 (30 )

*h) Financial counterparties ratings*

Derivatives transactions are executed with financial institutions that we consider to have a very good credit quality. The exposure limits to financial institutions are proposed annually for the Executive Risk Committee and approved by the Executive Board. The financial institutions credit risk tracking is performed making use of a credit risk valuation methodology which considers, among other information, published ratings provided by international rating agencies. In the table below, we present the ratings in foreign currency published by Moody’s and S&P agencies for the financial institutions that we had outstanding trades as of September 30, 2013.

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Vale’s Counterparty Moody’s* S&P*
ANZ Australia and New Zealand Banking Aa2 AA-
Banco Amazônia SA — —
Banco Bradesco Baa2 BBB
Banco de Credito del Peru Baa2 BBB+
Banco do Brasil Baa2 BBB
Banco do Nordeste Baa2 BBB
Banco Safra Baa2 BBB-
Banco Santander Baa2 BBB
Banco Votorantim Baa2 BBB-
Bank of America Baa2 A-
Bank of Nova Scotia Aa2 A+
Banpara — —
Barclays A3 A-
BNP Paribas A2 A+
BTG Pactual Baa3 BBB-
Caixa Economica Federal Baa2 BBB
Canadian Imperial Bank Aa3 A+
Citigroup Baa2 A-
Credit Agricole A2 A
Deutsche Bank A2 A
Goldman Sachs A3 A-
HSBC Aa3 A+
Itau Unibanco Baa1 BBB
JP Morgan Chase & Co A2 A
Morgan Stanley Baa1 A-
National Australia Bank NAB Aa2 AA-
Rabobank Aa2 AA-
Royal Bank of Canada Aa3 AA-
  • Long Term Rating / LT Foreign Issuer Credit

*25. Stockholders’ Equity*

*a) Capital*

At September 30, 2013, the capital stock is R$75,000,000 as of represented below:

September 30, 2013 — ON PNA Total
Stockholders
Valepar S.A. 1,716,435,045 20,340,000 1,736,775,045
Brazilian Government (Golden Share) — 12 12
Foreign investors - ADRs 678,840,482 636,876,650 1,315,717,132
FMP - FGTS 87,326,796 — 87,326,796
PIBB - BNDES 1,687,106 2,510,536 4,197,642
BNDESPar 206,378,882 66,185,272 272,564,154
Foreign institutional investors in local market 295,118,380 501,332,642 796,451,022
Institutional investors 147,334,073 369,297,845 516,631,918
Retail investors in Brazil 52,532,236 371,178,969 423,711,205
Treasure stock in Brazil 71,071,482 140,857,692 211,929,174
Total 3,256,724,482 2,108,579,618 5,365,304,100

*b) Treasury stocks*

On September 30, 2013, the amount of treasury stocks was R$7,839,512as follows:

Shares (thousands) December 31, 2012 Addition Reduction September 30, 2013 Acquisition price (R$) — Average Low High Market Value — September 30, 2013 December 31, 2012
Preferred 140,857,692 — — 140,857,692 37.50 14.02 47.77 32.45 38.50
Common 71,071,482 — — 71,071,482 35.98 20.07 54.83 34.67 39.58
Total 211,929,174 — — 211,929,174

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*c) Basic and diluted earnings per share*

Basic and diluted earnings per shares were calculated as follows:

(unaudited) — Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 (i) September 30, 2013 September 30, 2012 (i)
(i) (i)
Net income from continuing operations attributable to the Company’s stockholders 7,977,972 3,288,642 15,103,119 15,472,990
Basic and diluted earnings per share:
Income available to preferred stockholders 3,046,243 1,255,708 5,766,850 5,855,401
Income available to common stockholders 4,931,729 2,032,934 9,336,269 9,617,589
Total 7,977,972 3,288,642 15,103,119 15,472,990
Weighted average number of shares outstanding (thousands of shares) - preferred shares 1,967,722 1,967,722 1,967,722 1,930,600
Weighted average number of shares outstanding (thousands of shares) - common shares 3,185,653 3,185,653 3,185,653 3,171,041
Total 5,153,375 5,153,375 5,153,375 5,101,641
Basic and diluted earnings per share from continuing operations
Basic earnings per preferred share 1.55 0.63 2.93 3.03
Basic earnings per common share 1.55 0.63 2.93 3.03
(unaudited)
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 (i) September 30, 2013 September 30, 2012 (i)
(i) (i)
Net income from discontinuing operations attributable to the Company’s stockholders (28,472 ) 32,013 (120,918 ) (120,266 )
Basic and diluted earnings per share:
Income available to preferred stockholders (10,872 ) 12,224 (46,170 ) (45,921 )
Income available to common stockholders (17,600 ) 19,789 (74,748 ) (74,345 )
Total (28,472 ) 32,013 (120,918 ) (120,266 )
Weighted average number of shares outstanding (thousands of shares) - preferred shares 1,967,722 1,967,722 1,967,722 1,930,600
Weighted average number of shares outstanding (thousands of shares) - common shares 3,185,653 3,185,653 3,185,653 3,171,041
Total 5,153,375 5,153,375 5,153,375 5,101,641
Basic and diluted earnings per share from discontinuing operations
Basic earnings per preferred share (0.01 ) 0.01 (0.02 ) (0.02 )
Basic earnings per common share (0.01 ) 0.01 (0.02 ) (0.02 )
(unaudited) — Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 (i) September 30, 2013 September 30, 2012 (i)
(i) (i)
Net income attributable to the Company’s stockholders 7,949,500 3,320,655 14,982,201 15,352,724
Basic and diluted earnings per share:
Income available to preferred stockholders 3,035,371 1,267,932 5,720,680 5,809,889
Income available to common stockholders 4,914,129 2,052,723 9,261,521 9,542,835
Total 7,949,500 3,320,655 14,982,201 15,352,724
Weighted average number of shares outstanding (thousands of shares) - preferred shares 1,967,722 1,967,722 1,967,722 1,930,600
Weighted average number of shares outstanding (thousands of shares) - common shares 3,185,653 3,185,653 3,185,653 3,171,041
Total 5,153,375 5,153,375 5,153,375 5,101,641
Basic and diluted earnings per
Basic earnings per preferred share 1.54 0.64 2.91 3.01
Basic earnings per common share 1.54 0.64 2.91 3.01

*(i)* Period adjusted according note 4.

*d) Remuneration of stockholders*

We present below the remuneration of stockholder paid in the Nine-month period ended September 30, 2013.

Remuneration attributed to Stockholders — Total amount Amount per outstanding common or preferred share
2013 prepaid amount
First installment - April 4,452,750 0.864045420
Dividends 791,600 0.153608075
Interest on capital 3,661,150 0.710437345

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In October 31, 2013 (subsequent event), Vale paid the second installment of the 2013 minimum remuneration, R$621,525 in form of dividend and R$3,164,500 in form of interest on capital. Vale paid also an additional remuneration of R$1,080,500 in form of interest on capital.

*26. Information by Business Segment and Consolidated Revenues by Geographic Area*

The information presented to the Executive Board on the performance of each segment is derived from the accounting records adjusted for reallocations between segments.

*Results by segment*

Consolidated (unaudited)
Three-month period ended (unaudited)
September 30, 2013
Bulk Materials Basic Metals Fertilizers Others Total of continued operations Discontinued operations (General Cargo) Total
Results
Net operating revenue 21,876,266 4,244,774 1,770,991 299,219 28,191,250 788,048 28,979,298
Cost and expenses (9,277,992 ) (3,548,459 ) (1,928,957 ) (271,809 ) (15,027,217 ) (610,452 ) (15,637,669 )
Fair value on sale of assets — — — — — (130,885 ) (130,885 )
Depreciation, depletion and amortization (1,105,486 ) (927,601 ) (242,034 ) (18,500 ) (2,293,621 ) (86,496 ) (2,380,117 )
Operating income 11,492,788 (231,286 ) (400,000 ) 8,910 10,870,412 (39,785 ) 10,830,627
Financial results, net (1,331,519 ) (61,351 ) (15,654 ) 158,288 (1,250,236 ) (4,218 ) (1,254,454 )
Equity results from associates and joint controlled entities 449,564 (20,487 ) — (136,345 ) 292,732 — 292,732
Income tax and social contribution (2,007,136 ) 56,470 (78,989 ) (17,363 ) (2,047,018 ) 15,531 (2,031,487 )
Net income (loss) 8,603,697 (256,654 ) (494,643 ) 13,490 7,865,890 (28,472 ) 7,837,418
Net income (loss) attributable to noncontrolling interests (39,394 ) (80,785 ) 33,157 (25,060 ) (112,082 ) — (112,082 )
Net income (loss) attributable to the company’s stockholders 8,643,697 (175,869 ) (527,800 ) 38,550 7,977,972 (28,472 ) 7,949,500
Sales classified by geographic area:
America, except United States 432,266 564,580 36,823 — 1,033,669 — 1,033,669
United States of America 50,469 591,650 — 53,366 695,485 — 695,485
Europe 3,475,294 1,606,977 59,380 (226 ) 5,141,033 — 5,141,425
Middle East/Africa/Oceania 1,033,016 52,518 — — 1,085,534 — 1,085,534
Japan 2,328,963 370,649 — — 2,699,612 — 2,699,612
China 11,485,237 492,235 — — 11,977,864 — 11,977,472
Asia, except Japan and China 1,404,859 554,465 55,357 11 2,014,692 — 2,014,692
Brazil 1,666,162 11,700 1,619,431 246,068 3,543,361 788,048 4,331,409
Net operating revenue 21,876,266 4,244,774 1,770,991 299,219 28,191,250 788,048 28,979,298
Consolidated (unaudited)
Three-month period ended (unaudited)
September 30, 2012 (i)
Bulk Materials Basic Metals Fertilizers Others Total of continued operations Discontinued operations (General Cargo) Total
Results
Net operating revenue 16,890,398 3,584,248 2,105,728 161,923 22,742,297 673,635 23,415,932
Cost and expenses (9,777,136 ) (3,459,105 ) (1,757,830 ) (346,929 ) (15,341,000 ) (541,727 ) (15,882,727 )
Depreciation, depletion and amortization (908,094 ) (830,646 ) (253,077 ) (26,594 ) (2,018,411 ) (72,298 ) (2,090,709 )
Operating income (loss) 6,205,168 (705,503 ) 94,821 (211,600 ) 5,382,886 59,610 5,442,496
Financial results, net (1,936,145 ) 76,156 8,777 (6,424 ) (1,857,636 ) (2,170 ) (1,859,806 )
Equity results from associates and joint controlled entities 496,635 (109 ) — (182,657 ) 313,869 313,869
Income tax and social contribution (790,255 ) 107,686 (34,922 ) 1,178 (716,313 ) (25,427 ) (741,740 )
Net income (loss) 3,975,403 (521,770 ) 68,676 (399,503 ) 3,122,806 32,013 3,154,819
Net loss attributable to noncontrolling interests (33,224 ) (100,412 ) (7,309 ) (24,891 ) (165,836 ) — (165,836 )
Net income (loss) attributable to the company’s stockholders 4,008,627 (421,358 ) 75,985 (374,612 ) 3,288,642 32,013 3,320,655
Sales classified by geographic area:
America, except United States 416,614 465,943 15,958 — 898,515 — 898,515
United States of America 37,196 408,144 38,377 — 483,717 — 483,717
Europe 2,848,295 1,291,811 70,091 — 4,210,197 — 4,210,197
Middle East/Africa/Oceania 794,730 30,909 10,759 — 836,398 — 836,398
Japan 2,374,994 322,429 — — 2,697,423 — 2,697,423
China 7,455,738 470,045 — — 7,925,783 — 7,925,783
Asia, except Japan and China 1,461,975 577,547 38,055 — 2,077,577 — 2,077,577
Brazil 1,500,856 17,420 1,932,488 161,923 3,612,687 673,635 4,286,322
Net operating revenue 16,890,398 3,584,248 2,105,728 161,923 22,742,297 673,635 23,415,932

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*(i)* Período ajustado conforme nota 4.

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Consolidated (unaudited)
Nine-month period ended (unaudited)
September 30, 2013
Bulk Materials Basic Metals Fertilizers Others Total of continued operations Discontinued operations (General Cargo) Total
Results
Net operating revenue 54,067,248 11,411,903 4,773,862 1,273,316 71,526,329 2,125,239 73,651,568
Cost and expenses (23,658,263 ) (8,488,894 ) (4,695,799 ) (1,498,793 ) (38,341,749 ) (1,858,512 ) (40,200,261 )
Fair value on sale of assets — — — — — (130,885 ) (130,885 )
Depreciation, depletion and amortization (2,932,220 ) (2,770,477 ) (695,539 ) (58,141 ) (6,456,377 ) (246,693 ) (6,703,070 )
Operating income (loss) 27,476,765 152,532 (617,476 ) (283,618 ) 26,728,203 (110,851 ) 26,617,352
Financial results, net (9,117,975 ) 82,644 (98,393 ) 207,849 (8,925,875 ) 2,012 (8,923,863 )
Equity results from associates and joint controlled entities 1,022,093 (32,752 ) — (250,665 ) 738,677 — 738,677
Income tax and social contribution (3,778,456 ) 58,994 54,698 (67,577 ) (3,732,341 ) (12,079 ) (3,744,420 )
Net income (loss) 15,602,427 261,418 (661,171 ) (394,011 ) 14,808,664 (120,918 ) 14,687,746
Net income (loss) attributable to noncontrolling interests (98,641 ) (141,294 ) 33,385 (87,905 ) (294,455 ) — (294,455 )
Net income (loss) attributable to the company’s stockholders 15,701,068 402,712 (694,556 ) (306,106 ) 15,103,119 (120,918 ) 14,982,201
Sales classified by geographic area:
America, except United States 1,188,917 1,678,404 86,272 20,717 2,974,310 — 2,974,310
United States of America 56,970 1,737,626 23 275,242 2,069,861 — 2,069,861
Europe 9,112,404 4,100,673 198,883 (19 ) 13,411,549 — 13,411,941
Middle East/Africa/Oceania 2,930,371 131,035 22,441 295 3,084,142 — 3,084,142
Japan 5,223,465 949,930 — — 6,173,395 — 6,173,395
China 26,867,693 1,377,169 — — 28,245,254 — 28,244,862
Asia, except Japan and China 4,058,752 1,329,725 94,812 814 5,484,103 — 5,484,103
Brazil 4,628,676 107,341 4,371,431 976,267 10,083,715 2,125,239 12,208,954
Net operating revenue 54,067,248 11,411,903 4,773,862 1,273,316 71,526,329 2,125,239 73,651,568
Consolidated (unaudited)
Nine-month period ended (unaudited)
September 30, 2012 (i)
Bulk Materials Basic Metals Fertilizers Others Total of continued operations Discontinued operations (General Cargo) Total
Results
Net operating revenue 50,923,371 10,208,519 5,196,650 480,261 66,808,801 1,651,094 68,459,895
Cost and expenses (25,148,957 ) (9,347,323 ) (4,274,380 ) (1,301,889 ) (40,072,549 ) (1,525,111 ) (41,597,660 )
Loss on sale of assets (768,236 ) — — — (768,236 ) — (768,236 )
Depreciation, depletion and amortization (2,750,503 ) (2,273,603 ) (675,886 ) (36,724 ) (5,736,716 ) (191,738 ) (5,928,454 )
Operating income (loss) 22,255,675 (1,412,407 ) 246,384 (858,352 ) 20,231,300 (65,755 ) 20,165,545
Financial results, net (6,871,939 ) 156,473 (67,454 ) (2,781 ) (6,785,701 ) (6,089 ) (6,791,790 )
Equity results from associates and joint controlled entities 1,397,914 (5,954 ) — (331,471 ) 1,060,489 1,060,489
Income tax and social contribution (1,964,235 ) 111,005 2,426,946 (9,122 ) 564,594 (48,422 ) 516,172
Net income (loss) 14,817,415 (1,150,883 ) 2,605,876 (1,201,726 ) 15,070,682 (120,266 ) 14,950,416
Net income (loss) attributable to noncontrolling interests (102,933 ) (310,800 ) 72,108 (60,683 ) (402,308 ) — (402,308 )
Net income (loss) attributable to the company’s stockholders 14,920,348 (840,083 ) 2,533,768 (1,141,043 ) 15,472,990 (120,266 ) 15,352,724
Sales classified by geographic area:
America, except United States 1,220,259 1,408,841 74,042 26,363 2,729,505 — 2,729,505
United States of America 190,873 1,728,261 100,598 1,242 2,020,974 — 2,020,974
Europe 8,786,808 3,064,266 219,313 42,774 12,113,161 — 12,113,161
Middle East/Africa/Oceania 2,134,686 159,000 13,683 — 2,307,369 — 2,307,369
Japan 6,572,878 982,653 — 12,912 7,568,443 — 7,568,443
China 22,484,423 1,257,032 — — 23,741,455 — 23,741,455
Asia, except Japan and China 4,441,212 1,467,899 95,502 3,992 6,008,605 — 6,008,605
Brazil 5,092,232 140,567 4,693,512 392,978 10,319,289 1,651,094 11,970,383
Net operating revenue 50,923,371 10,208,519 5,196,650 480,261 66,808,801 1,651,094 68,459,895

*(i)* Period adjusted according note 4.

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Three-month period ended (unaudited)
September 30, 2013
Net operating revenues Cost Expenses Research and evaluation Pre operating and stoppage operation Operating profit Depreciation, depletion and amortization Fair value on sale of assets Operating income Property, plant and equipment and intangible Additions to property, plant and equipment and intangible Investments
Bulk Material
Iron ore 17,565,792 (5,568,654 ) (945,546 ) (174,357 ) (152,324 ) 10,724,911 (798,210 ) — 9,926,701 85,181,540 3,988,214 1,498,560
Pellets 3,391,803 (1,288,549 ) (56,559 ) (5,801 ) (71,514 ) 1,969,380 (118,398 ) — 1,850,982 4,442,160 226,489 2,002,540
Ferroalloys and manganese 368,764 (179,898 ) (19,047 ) (463 ) (27,504 ) 141,852 (26,355 ) — 115,497 608,790 18,165 —
Coal 481,586 (577,606 ) (108,299 ) (47,024 ) (1,798 ) (253,141 ) (94,454 ) — (347,595 ) 9,319,170 977,626 617,710
Others ferrous products and services 68,321 (48,859 ) (4,189 ) (1 ) — 15,272 (68,069 ) — (52,797 ) 1,268,870 24,014 —
21,876,266 (7,663,566 ) (1,133,640 ) (227,646 ) (253,140 ) 12,598,274 (1,105,486 ) — 11,492,788 100,820,530 5,234,508 4,118,810
Base Metals
Nickel and other products (a) 3,281,157 (2,334,746 ) (70,028 ) (85,221 ) (369,248 ) 421,914 (826,389 ) — (404,475 ) 67,308,090 1,288,755 49,060
Copper (b) 963,617 (628,465 ) (31,770 ) (23,362 ) (5,438 ) 274,582 (101,212 ) — 173,370 9,740,640 318,629 528,510
Other base metals products — — (181 ) — — (181 ) — — (181 ) — — —
4,244,774 (2,963,211 ) (101,979 ) (108,583 ) (374,686 ) 696,315 (927,601 ) — (231,286 ) 77,048,730 1,607,384 577,570
Fertilizers
Potash 130,888 (82,043 ) (25,016 ) (6,070 ) (500,245 ) (482,486 ) (14,415 ) — (496,901 ) 5,619,600 332,948 —
Phosphates 1,387,582 (1,075,975 ) (45,402 ) (18,065 ) (17,273 ) 230,867 (200,025 ) — 30,842 17,240,130 321,346 —
Nitrogen 203,400 (155,839 ) 2,189 (1,923 ) (3,295 ) 44,532 (27,594 ) — 16,938 — — —
Others fertilizers products 49,121 — — — — 49,121 — — 49,121 — — —
1,770,991 (1,313,857 ) (68,229 ) (26,058 ) (520,813 ) (157,966 ) (242,034 ) — (400,000 ) 22,859,730 654,294 —
Others 299,219 (282,685 ) 115,085 (98,238 ) (5,971 ) 27,410 (18,500 ) — 8,910 4,853,501 375,098 4,138,934
Total of continued operations 28,191,250 (12,223,319 ) (1,188,763 ) (460,525 ) (1,154,610 ) 13,164,033 (2,293,621 ) — 10,870,412 205,582,491 7,871,284 8,835,314
Discontinued operations (General Cargo) 788,048 (566,098 ) (37,356 ) (6,998 ) — 177,596 (86,496 ) (130,885 ) (39,785 ) 6,143,225 370,086 —
Total 28,979,298 (12,789,417 ) (1,226,119 ) (467,523 ) (1,154,610 ) 13,341,629 (2,380,117 ) (130,885 ) 10,830,627 211,725,716 8,241,370 8,835,314

*(a)* Includes nickel by-products and by-products (copper, precious metal, cobalt and others).

*(b)* Includes copper concentrate and does not include the cooper by-product of nickel.

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Three-month period ended (unaudited)
September 30, 2012 (i)
Net operating revenues Cost Expenses Research and evaluation Pre operating and stoppage operation Operating profit Depreciation, depletion and amortization Operating income Property, plant and equipment and intangible Additions to property, plant and equipment and intangible Investments
Bulk Material
Iron ore 12,759,484 (5,543,148 ) (1,597,182 ) (323,618 ) — 5,295,536 (699,698 ) 4,595,838 72,732,989 5,466,840 1,397,456
Pellets 3,367,177 (1,328,008 ) — (99,442 ) 1,939,727 (96,015 ) 1,843,712 4,062,047 97,722 2,320,903
Ferroalloys and manganese 203,190 (75,136 ) 4,291 — — 132,345 (12,555 ) 119,790 534,908 38,979 —
Coal 456,790 (495,016 ) (89,633 ) (56,122 ) (8,000 ) (191,981 ) (52,899 ) (244,880 ) 8,915,751 636,447 551,721
Others ferrous products and services 103,757 (77,974 ) (85,340 ) (2,808 ) — (62,365 ) (46,927 ) (109,292 ) 1,208,663 38,570 —
16,890,398 (7,519,282 ) (1,767,864 ) (382,548 ) (107,442 ) 7,113,262 (908,094 ) 6,205,168 87,454,358 6,278,558 4,270,080
Base Metals
Nickel and other products (a) 2,917,615 (1,927,546 ) (198,934 ) (174,785 ) (420,997 ) 195,353 (767,710 ) (572,357 ) 66,320,429 1,446,967 62,928
Copper (b) 666,633 (593,019 ) (95,046 ) (46,572 ) (2,206 ) (70,210 ) (62,936 ) (133,146 ) 9,091,803 406,962 483,859
3,584,248 (2,520,565 ) (293,980 ) (221,357 ) (423,203 ) 125,143 (830,646 ) (705,503 ) 75,412,232 1,853,929 546,787
Fertilizers
Potash 148,211 (62,844 ) (10,084 ) (42,313 ) — 32,970 (10,699 ) 22,271 3,612,509 1,691,726 —
Phosphates 1,542,255 (1,116,355 ) (115,580 ) (17,070 ) (64,000 ) 229,250 (189,431 ) 39,819 16,280,977 106,215 —
Nitrogen 368,328 (304,934 ) (24,650 ) — — 38,744 (52,947 ) (14,203 ) 1,085,088 48,941 —
Others fertilizers products 46,934 — — — — 46,934 — 46,934 668,649 6,130 —
2,105,728 (1,484,133 ) (150,314 ) (59,383 ) (64,000 ) 347,898 (253,077 ) 94,821 21,647,223 1,853,012 —
Others 161,923 (182,296 ) (102,373 ) (62,203 ) (57 ) (185,006 ) (26,594 ) (211,600 ) 3,953,868 224,038 11,784,447
Total of continued operations 22,742,297 (11,706,276 ) (2,314,531 ) (725,491 ) (594,702 ) 7,401,297 (2,018,411 ) 5,382,886 188,467,681 10,209,537 16,601,314
Discontinued operations (General Cargo) 673,635 (494,743 ) (41,928 ) (5,056 ) — 131,908 (72,298 ) 59,610 4,547,896 453,371 —
Total 23,415,932 (12,201,019 ) (2,356,459 ) (730,547 ) (594,702 ) 7,533,205 (2,090,709 ) 5,442,496 193,015,577 10,662,908 16,601,314

*(a)* Includes nickel by-products and by-products (copper, precious metal, cobalt and others).

*(b)* Includes copper concentrate and does not include the cooper by-product of nickel.

*(i)* Period adjusted according note 4.

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Nine-month period ended (unaudited)
September 30, 2013
Net operating revenues Cost Expenses Research and evaluation Pre operating and stoppage operation Operating profit Depreciation, depletion and amortization Fair value on sale of assets Operating income Property, plant and equipment and intangible Additions to property, plant and equipment and intangible Investments
Bulk Material
Iron ore 42,407,159 (13,881,020 ) (2,136,371 ) (441,066 ) (406,935 ) 25,541,767 (2,112,607 ) — 23,429,160 85,181,540 10,703,817 1,498,560
Pellets 9,212,917 (3,408,361 ) (136,165 ) (17,472 ) (214,256 ) 5,436,663 (296,295 ) — 5,140,368 4,442,160 433,359 2,002,540
Ferroalloys and manganese 800,453 (490,585 ) (59,889 ) (746 ) (27,504 ) 221,729 (47,081 ) — 174,648 608,790 48,812 —
Coal 1,430,174 (1,629,833 ) (528,300 ) (75,494 ) (42,859 ) (846,312 ) (278,360 ) — (1,124,672 ) 9,319,170 1,716,994 617,710
Others ferrous products and services 216,545 (163,727 ) 2,321 (1 ) — 55,138 (197,877 ) — (142,739 ) 1,268,870 48,915 —
54,067,248 (19,573,526 ) (2,858,404 ) (534,779 ) (691,554 ) 30,408,985 (2,932,220 ) — 27,476,765 100,820,530 12,951,897 4,118,810
Base Metals
Nickel and other products (a) 9,245,501 (5,833,874 ) 46,062 (253,665 ) (1,139,584 ) 2,064,440 (2,497,569 ) — (433,129 ) 67,308,090 3,999,131 49,060
Copper (b) 2,166,402 (1,571,307 ) (118,789 ) (86,131 ) (15,057 ) 375,118 (272,908 ) — 102,210 9,740,640 883,690 528,510
Other base metals products — — 483,451 — — 483,451 — — 483,451 — — —
11,411,903 (7,405,181 ) 410,724 (339,796 ) (1,154,641 ) 2,923,009 (2,770,477 ) — 152,532 77,048,730 4,882,821 577,570
Fertilizers
Potash 328,807 (206,162 ) (57,698 ) (13,103 ) (655,034 ) (603,190 ) (63,127 ) — (666,317 ) 5,619,600 850,122 —
Phosphates 3,513,523 (2,755,583 ) (195,708 ) (29,579 ) (58,832 ) 473,821 (499,655 ) — (25,834 ) 17,240,130 683,368 —
Nitrogen 803,129 (679,111 ) (23,895 ) (6,332 ) (10,557 ) 83,234 (132,623 ) — (49,389 ) — — —
Others fertilizers products 128,403 — (84 ) (4,121 ) — 124,198 (134 ) — 124,064 — — —
4,773,862 (3,640,856 ) (277,385 ) (53,135 ) (724,423 ) 78,063 (695,539 ) — (617,476 ) 22,859,730 1,533,490 —
Others 1,273,316 (937,959 ) (359,484 ) (195,378 ) (5,972 ) (225,477 ) (58,141 ) — (283,618 ) 4,853,501 882,678 4,138,934
Total of continued operations 71,526,329 (31,557,522 ) (3,084,549 ) (1,123,088 ) (2,576,590 ) 33,184,580 (6,456,377 ) — 26,728,203 205,582,491 20,250,886 8,835,314
Discontinued operations (General Cargo) 2,125,239 (1,671,916 ) (165,285 ) (21,311 ) — 266,727 (246,693 ) (130,885 ) (110,851 ) 6,143,225 1,281,845 —
Total 73,651,568 (33,229,438 ) (3,249,834 ) (1,144,399 ) (2,576,590 ) 33,451,307 (6,703,070 ) (130,885 ) 26,617,352 211,725,716 21,532,731 8,835,314

*(a)* Includes nickel by-products and by-products (copper, precious metal, cobalt and others).

*(b)* Includes copper concentrate and does not include the cooper by-product of nickel.

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Nine-month period ended (unaudited)
September 30, 2012 (i)
Net operating revenues Cost Expenses Research and evaluation Pre operating and stoppage operation Operating profit Depreciation, depletion and amortization Operating income Property, plant and equipment and intangible Additions to property, plant and equipment and intangible Investments
Bulk Material
Iron ore 37,961,328 (13,798,856 ) (2,798,951 ) (820,405 ) — 20,543,116 (1,980,499 ) 18,562,617 72,732,989 11,116,709 1,397,456
Pellets 10,035,427 (4,083,891 ) (79,606 ) (11,671 ) (318,204 ) 5,542,055 (300,733 ) 5,241,322 4,062,047 592,490 2,320,903
Ferroalloys and manganese 825,508 (567,724 ) (56,172 ) (3,035 ) — 198,577 (84,452 ) 114,125 534,908 271,139 —
Coal 1,691,950 (1,574,823 ) (405,966 ) (128,771 ) (31,291 ) (448,901 ) (236,561 ) (685,462 ) 8,915,751 1,683,071 551,721
Others ferrous products and services 409,158 (304,470 ) (163,863 ) (1,258 ) — (60,433 ) (148,258 ) (208,691 ) 1,208,663 154,650 —
50,923,371 (20,329,764 ) (3,504,558 ) (965,140 ) (349,495 ) 25,774,414 (2,750,503 ) 23,023,911 87,454,358 13,818,059 4,270,080
Base Metals
Nickel and other products (a) 8,699,820 (5,599,060 ) (666,198 ) (444,886 ) (1,115,011 ) 874,665 (2,127,787 ) (1,253,122 ) 66,320,429 3,781,890 62,928
Copper (b) 1,508,699 (1,230,419 ) (93,720 ) (186,441 ) (11,588 ) (13,469 ) (145,816 ) (159,285 ) 9,091,803 1,407,916 483,859
10,208,519 (6,829,479 ) (759,918 ) (631,327 ) (1,126,599 ) 861,196 (2,273,603 ) (1,412,407 ) 75,412,232 5,189,806 546,787
Fertilizers
Potash 413,054 (217,330 ) (28,881 ) (91,457 ) — 75,386 (38,192 ) 37,194 3,612,509 1,811,612 —
Phosphates 3,679,883 (2,657,067 ) (207,494 ) (39,195 ) (133,905 ) 642,222 (489,979 ) 152,243 16,280,977 283,190 —
Nitrogen 993,896 (812,490 ) (86,561 ) — — 94,845 (147,715 ) (52,870 ) 1,085,088 62,261 —
Others fertilizers products 109,817 — — — — 109,817 — 109,817 668,649 8,034 —
5,196,650 (3,686,887 ) (322,936 ) (130,652 ) (133,905 ) 922,270 (675,886 ) 246,384 21,647,223 2,165,097 —
Others 480,261 (413,135 ) (663,176 ) (225,521 ) (57 ) (821,628 ) (36,724 ) (858,352 ) 3,953,868 751,156 11,784,447
66,808,801 (31,259,265 ) (5,250,588 ) (1,952,640 ) (1,610,056 ) 26,736,252 (5,736,716 ) 20,999,536 188,467,681 21,924,118 16,601,314
Loss on sale of assets — — (768,236 ) — — (768,236 ) — (768,236 ) — —
Total of continued operations 66,808,801 (31,259,265 ) (6,018,824 ) (1,952,640 ) (1,610,056 ) 25,968,016 (5,736,716 ) 20,231,300 188,467,681 21,924,118 16,601,314
Discontinued operations (General Cargo) 1,651,094 (1,325,798 ) (186,910 ) (12,403 ) — 125,983 (191,738 ) (65,755 ) 4,547,896 516,169 —
Total 68,459,895 (32,585,063 ) (6,205,734 ) (1,965,043 ) (1,610,056 ) 26,093,999 (5,928,454 ) 20,165,545 193,015,577 22,440,287 16,601,314

*(a)* Includes nickel by-products and by-products (copper, precious metal, cobalt and others).

*(b)* Includes copper concentrate and does not include the cooper by-product of nickel.

*(i)* Period adjusted according note 4.

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*27. Cost of goods sold and services rendered, and Sales and Administrative Expenses and Other Operational Expenses (Income), net, by Nature*

*a) Costs of goods sold and services rendered*

Consolidated (unaudited) — Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Personnel 1,797,070 1,649,930 4,761,492 4,616,342
Material 2,409,220 2,310,099 6,301,782 6,135,775
Fuel oil and gas 960,433 951,301 2,640,226 2,674,307
Outsourcing services 2,305,736 2,364,221 5,794,746 6,525,347
Energy 390,729 436,089 1,007,351 1,223,506
Acquisition of products 655,935 525,665 2,076,506 2,032,277
Depreciation and depletion 2,061,530 1,751,693 5,772,661 4,999,964
Freight 1,989,739 1,890,376 4,611,814 3,938,274
Others 1,721,841 1,574,021 4,365,765 4,123,805
Total 14,292,233 13,453,395 37,332,344 36,269,597
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Personnel 2,157,834 2,311,189
Material 2,555,547 2,886,608
Fuel oil and gas 1,716,073 1,778,303
Outsourcing services 3,690,205 4,455,771
Energy 530,867 851,169
Acquisition of products 590,839 1,146,980
Depreciation and depletion 1,724,163 1,613,735
Others 3,021,858 2,888,249
Total 15,987,386 17,932,004

*(i)* Period adjusted according note 4.

*b) Selling and administrative expenses*

Consolidated (unaudited) — Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Personnel 246,904 379,653 796,883 1,093,606
Services (consulting, infrastructure and others) 211,676 233,726 479,078 650,084
Advertising and publicity 11,032 57,940 53,080 151,668
Depreciation 104,990 125,008 295,649 320,389
Travel expenses 8,016 27,782 33,961 100,096
Taxes and rents 6,805 14,989 40,901 33,710
Incentives 244 8,601 4,573 13,819
Selling 54,932 89,854 173,994 424,819
Others 38,155 76,828 152,765 285,887
Total 682,754 1,014,381 2,030,884 3,074,078

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Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Personnel 534,587 700,060
Services (consulting, infrastructure and others) 302,945 343,384
Advertising and publicity 42,277 120,067
Depreciation 212,856 250,716
Travel expenses 18,840 54,627
Taxes and rents 14,859 22,425
Incentives 2,848 13,819
Selling 5,187 45,181
Others 28,386 151,646
Total 1,162,785 1,701,925

*c) Others operational expenses (incomes), net*

Consolidated (unaudited) — Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Provision for loss with VAT (ICMS) credits 118,126 62,587 216,058 115,017
Provision for variable remuneration 151,446 121,720 316,116 473,860
Provision for disposal of materials/inventories 149,385 28,609 698,244 114,955
Damage cost — — — 127,340
Others 192,991 1,359,643 108,275 1,983,819
Total 611,948 1,572,559 1,338,693 2,814,991
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
Provision for loss with VAT (ICMS) credits 204,923 111,921
Provision for variable remuneration 260,671 338,161
Provision for disposal of materials/inventories 222,454 102,551
Others 124,688 1,103,200
Total 812,736 1,674,957

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*28. Financial result*

The financial results, by nature, are as follows:

Consolidated (unaudited)
Three-month period ended Nine-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
(i) (i)
Financial expenses
Interest (705,535 ) (550,093 ) (2,061,810 ) (1,787,347 )
Labor, tax and civil litigations (74,627 ) (24,360 ) (206,522 ) (109,978 )
Derivatives (54,091 ) (143,495 ) (2,309,989 ) (1,071,999 )
Monetary and exchange rate variation (a) (790,713 ) (638,558 ) (6,923,618 ) (4,346,888 )
Stockholders’ debentures (249,496 ) (681,100 ) (764,811 ) (1,000,642 )
Financial taxes (4,920 ) 28,970 (9,263 ) (30,062 )
Others (292,081 ) (166,033 ) (590,052 ) (651,570 )
(2,171,463 ) (2,174,669 ) (12,866,065 ) (8,998,486 )
Financial income
Related parties — — — 27
Short-term investments 63,288 85,033 143,785 169,614
Derivatives 302,249 122,649 733,203 765,823
Monetary and exchange rate variation (b) 450,110 19,183 2,578,721 838,300
Others 105,580 90,168 484,481 439,021
921,227 317,033 3,940,190 2,212,785
Financial results, net (1,250,236 ) (1,857,636 ) (8,925,875 ) (6,785,701 )
Summary of monetary and exchange rate
Cash and cash equivalents — (11 ) — 57,516
Loans and financing 28,669 (798,278 ) (4,496,478 ) (3,148,040 )
Related parties 1,447 (13,511 ) 22,669 22,915
Others (370,719 ) 192,425 128,912 (440,979 )
Net (a) + (b) (340,603 ) (619,375 ) (4,344,897 ) (3,508,588 )
Parent Company (unaudited)
Nine-month period ended
September 30, 2013 September 30, 2012
(i)
Financial expenses
Interest (2,182,640 ) (1,752,159 )
Labor, tax and civil litigations (122,122 ) (101,309 )
Derivatives (1,697,048 ) (814,376 )
Monetary and exchange rate variation (a) (6,481,757 ) (4,340,829 )
Stockholders’ debentures (764,811 ) (1,000,642 )
Financial taxes (7,698 ) (27,462 )
Others (278,467 ) (329,865 )
(11,534,543 ) (8,366,642 )
Financial income
Related parties — 27
Short-term investments 103,663 119,589
Derivatives 294,187 272,928
Monetary and exchange rate variation (b) 2,528,784 700,695
Others 150,623 318,852
3,077,257 1,412,091
Financial results, net (8,457,286 ) (6,954,551 )
Summary of monetary and exchange rate
Loans and financing (1,615,777 ) (866,258 )
Related parties (2,034,951 ) (2,573,557 )
Others (302,245 ) (200,319 )
Net (a) + (b) (3,952,973 ) (3,640,134 )

*(i)* Period adjusted according note 4.

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*29. Gold stream transaction*

In February 2013, the Company entered into a gold stream transaction with Silver Wheaton Corp. (“SLW”) to sell 25% of the gold extracted during the life of the mine as a by-product of the Salobo copper mine and 70% of the gold extracted during the next 20 years as a by-product of the Sudbury nickel mines.

In March 2013, we received up-front cash proceeds of US$1.9 billion (R$3.8 billion), plus ten million warrants of SLW with exercise price of US$65 exercisable in the next ten years, which fair value is US$100 million (R$199 million, approximately). The amount of US$1,330 million (R$2.64 billion) was received for the Salobo transaction and US$570 million ($1,133 million approximately) plus the ten million warrants of SLW were received for the Sudbury transaction.

In addition, as the gold is delivered to SLW, Vale will receive a payment equal to the lesser of: (i) US$400 million per ounce of refined gold delivered, subject to an annual increase of 1% per year commencing on January 1 st , 2016 and each January 1 st thereafter; and (ii) the reference market price on the date of delivery.

This transaction was bifurcated into two identifiable components of the transaction being: (i) the sale of the mineral rights for US$337 million and, (ii) the services for gold extraction on the portion in which Vale operates as an agent for SLW gold extraction.

The result of the sale of the mineral rights, was estimated in the amount of US$244 million (R$492 million, approximately) and was recognized in the income statement under other operating expenses, net, while the portion related to the provision of future services for gold extraction, was estimated at US$1,393 (R$2,812 million, approximately) and is recorded as deferred revenue (liability) and will be recognized in the statement of income as the service is rendered and the gold extracted.

The deferred revenue will be recognized in the future based on the units of gold extracted compared to the total reserve of proven and probable gold reserves negotiated with SLW. Defining the gain on sale of mineral interest and the deferred revenue portion of the transaction requires the use of critical accounting estimates as follow:

· Discount rates used to measure the present value of future inflows and outflows;

· Allocation of costs between the core products (copper and nickel) and gold based on relative prices;

· Expected margin for the independent elements (sale of mineral rights and service for gold extraction) based on our best estimative.

Changes in the assumptions above could significantly change the initial gain recognition.

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*30. 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 Vale Nouvelle-Calédonie S.A.S. (“VNC”), associated with the Girardin Act lease financing. Consistent with our commitments, the assets were 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. 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 in 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 R$10.3 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. 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 put option has been deferred to the first quarter of 2015 which is the earliest that it can be exercised.

*b) Nickel Plant — Indonesia*

During 2012, our subsidiary PT Vale Indonesia Tbk (“PTVI”), a public company in Indonesia, submitted its strategic growth plan to the local government as part of the process for the renewing its license for the Contract of Work (“CoW”). During the process, the government identified the following points for renegotiation: (i) size of the CoW area; (ii) term and form of CoW extension; (iii) financial obligations (royalties and taxes); (iv) domestic processing and refining; (v) mandatory divestment; and (vi) priority use of domestic goods and services. As part of the ongoing CoW renegotiation, PTVI submitted an updated growth strategy to high level government officials in June 2013. Until the renegotiation process is complete, PTVI is unable to fully determine to what extent the CoW will be affected. The operations of PTVI and the implementation of the growth strategy are partially dependent on the result of the renegotiation of the CoW.

*c) Nickel Plant — Canada*

On March 28, 2013, Vale Canada, Vale Newfoundland & Labrador Limited (“VNLL”) and the Province of Newfoundland and Labrador (“Province”) entered into a Fifth Amendment to the Voisey’s Bay Development Agreement, which governs all of our development and operations in the Province. Under the amendment, the Company has obtained additional time to complete the construction of the Long Harbour Processing Plant and reaffirmed its commitment to construct an underground mine at Voisey’s Bay, subject to certain terms and conditions. To maintain operational continuity at the Voisey’s Bay mine pending the completion of the construction and ramp-up of the Long Harbour Processing Plant, the Province has agreed to exempt an additional 84,000 tonnes of nickel-in-concentrate from the requirement to complete primary processing in the province, over and above the previous 440,000 limit. These exports may take place between 2013 and 2015. Additionally, during this period, if Vale Canada imports up to 15,000 tonnes of nickel-in-matte for early stage processing at the Long Harbour Processing Plant, then Vale Canada may be permitted a further exemption from the primary processing requirements, on a tonne-for-tonne basis. Vale has agreed to make certain payments to the Government in relation to the additional exemption utilized each year. In April 2013, VNLL surpassed the 440,000 tonnes export limit and consequently, as at September 30, 2013 VNLL has accrued R$57.1 million for payments to be paid related to the additional export exemption. In addition, Vale will build up a litigation liability, secured by letters of credit and other security, based on the additional exemption utilized in each year, which may become due and payable in the event that certain commitments in relation to the construction of the underground mine are delayed or not met. In this regard, letters of credit in the amount of R$165 million have been issued as of September 30, 2013.

In the course of our operations we have provided other letters of credit and guarantees in the amount of R$1.9 billion 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.

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*d) Participative stockholders’ debentures*

During the period, there was no issuance of new debentures, or any change in the par value or the indicators affecting debentures issued.

On September 30, 2013 and December 31, 2012 the value of the debentures at fair value totaled R$4,128,678 and R$3,378,845, respectively. The Company paid on October 1 st 2013 (subsequent event) the semi-annual compensation in the amount of R$8,898.

*e) Operating lease*

In July 2013, the Brazilian National Agency of Land Transport (“ANTT”), under Resolution 4.131, authorized the subsidiary of general cargo, Ferrovia Centro-Atlântica S.A. (“FCA”) to return 3.800 km of track, which makes up the railroad under their current contract, 7 tracks are considered uneconomical and 6 tracks are economically viable. In contrast, FCA has commitment to invest in its regular rail R$934 million (US$411 million), over the remaining period of the concession.

*f) Concession Contracts and Sub-concession*

The contractual basis and deadlines for completion of concessions rail and port terminals are unchanged in the period.

*g) Guarantee issued to affiliates*

The Company provided corporate guarantees, within the limits of its participation, a line of credit acquired by associate Norte Energia S.A. from BNDES, Caixa Econômica Federal and Banco BTG Pactual. On September 30, 2013 and December 31, 2012 the amount guaranteed by Vale was R$748,602 and R$188,272, respectively.

*31. Related parties*

The bases of transactions with relational remain the same as those disclosed in the financial statements of December 31, 2012. The balances of related parties transactions and their effects on our interim financial statements may be identified as follows:

Consolidated
September 30, 2013 (unaudited) December 31, 2012
Assets Liabilities Assets Liabilities
Customers Related parties Suppliers Related parties Customers Related parties Suppliers Related parties
Baovale Mineração S.A. 10,131 16,306 37,742 — 9,982 17,835 56,798 —
Companhia Coreano-Brasileira de Pelotização - KOBRASCO 6 11,129 72,061 32,942 — — 125 67,463
Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS 2,393 265 9 — 3,482 268 20,930 —
Companhia Ítalo-Brasileira de Pelotização - ITABRASCO 6 — 3,280 — 736 — — —
Companhia Nipo-Brasileira de Pelotização - NIBRASCO 9 — 52,046 210,953 3,642 — 1,194 355,867
Minas da Serra Geral S.A. — 5,012 10,757 — 63 447 16,135 —
Mineração Rio do Norte S.A. 74 38,884 — — 11 10 — —
Mitsui Co. 30,736 — 13,591 — 43,974 — 93,269 —
MRS Logística S.A. 16,531 64,697 61,864 — 17,470 68,381 81,347 —
Norsk Hydro ASA — 827,443 — 149,877 — 827,069 — 146,440
Samarco Mineração S.A. 84,202 1,083,772 101 — 67,669 369,446 — —
Others 108,828 390,280 — 999 125,694 335,317 22,688 6
Total 252,916 2,437,788 251,451 394,771 272,723 1,618,773 292,486 569,776
Current 252,916 1,898,979 251,451 246,629 272,723 786,202 292,486 423,336
Non-current — 538,809 — 148,142 — 832,571 — 146,440
Total 252,916 2,437,788 251,451 394,771 272,723 1,618,773 292,486 569,776

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Parent Company
September 30, 2013 (unaudited) December 31, 2012
Assets Liabilities Assets Liabilities
Customers Related parties Suppliers Related parties Customers Related parties Suppliers Related parties
Baovale Mineração S.A. 10,131 16,306 37,742 — 9,982 17,835 56,798 —
Biopalma da Amazônia — 783,994 — — — 691,803 — —
Companhia Coreano-Brasileira de Pelotização - KOBRASCO 2 11,129 72,066 — — — 125 —
Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS 2,357 265 9 — 3,444 268 20,930 —
Companhia Ítalo-Brasileira de Pelotização - ITABRASCO 6 — 3,280 — 736 — — —
Companhia Nipo-Brasileira de Pelotização - NIBRASCO 9 — 52,046 21,201 3,642 — 1,194 21,201
Companhia Portuária Baía de Sepetiba - CPBS 2,415 1,037 162,477 — 807 — 256,110 —
Ferrovia Centro - Atlântica S.A. 6,134 — 226 6 4,724 22,728 11,024 6
Minerações Brasileiras Reunidas S.A. - MBR 6,438 204,214 248,612 — 5,361 186,072 244,290 —
Mineração Corumbaense Reunida S.A. 3,439 52,191 — — 148,124 — — —
Mineração Rio do Norte S.A. 18 38,884 — — 323 10 12 —
Mitsui Co. — — 13,591 — — — 93,269 —
MRS Logistica S.A. 16,068 23,607 73,290 — 14,427 27,806 92,377 —
Samarco Mineração S.A. 84,276 1,083,772 101 — 67,669 369,446 — —
Salobo Metais S.A. 23,241 391 355 — 20,401 — 1,832 —
Vale International S.A. 21,576,502 234,695 — 36,436,747 20,748,674 486,328 1,147 35,764,129
Vale Manganês S.A. 16,311 365 — — 11,635 — — —
Vale Mina do Azul 120,086 14,873 — — 87,250 394 — —
Vale Operações Ferroviarias 119,390 303 22,980 101,784 110,942 — 21,509 —
Vale Potassio Nordeste 9,153 — 4,350 — 49,469 29 41,135 —
Others 102,852 563,668 129,828 1,288 154,083 408,759 129,213 10,818
Total 22,098,828 3,029,694 820,953 36,561,026 21,441,693 2,211,478 970,965 35,796,154
Current 22,098,828 2,019,584 820,953 4,281,161 21,441,693 1,347,488 970,965 6,433,629
Non-current — 1,010,110 — 32,279,865 — 863,990 — 29,362,525
Total 22,098,828 3,029,694 820,953 36,561,026 21,441,693 2,211,478 970,965 35,796,154
Consolidated (unaudited)
Income Cost/ expense Financial income (expense)
Three-month period ended Three-month period ended Three-month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Baovale Mineração S.A. — — 33,435 10,368 — —
Companhia Coreano-Brasileira de Pelotização - KOBRASCO — — 72,029 47,941 — —
Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS — 22,594 13,987 66,760 4 1
Companhia Ítalo-Brasileira de Pelotização - ITABRASCO — — 52,347 27,168 — —
Companhia Nipo-Brasileira de Pelotização - NIBRASCO — — 21,006 86,056 — —
Mineração Rio do Norte S.A. 52 20 100 — — —
Mitsui & Co Ltd 174,643 — 18 17,535 2 —
MRS Logistica S.A. 7,058 6,671 1,012,455 346,780 — —
Samarco Mineração S.A. 678,949 189,647 — — — (168 )
Others 361,971 211,767 332,291 2,600 39,858 (42,093 )
Total 1,222,673 430,699 1,537,668 605,208 39,864 (42,260 )
Consolidated (unaudited)
Income Cost/ expense Financial income (expense)
Nine-month period ended Nine -month period ended Nine -month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
Baovale Mineração S.A. — — 55,725 31,103 — —
Companhia Coreano-Brasileira de Pelotização - KOBRASCO — 267 99,597 180,154 — 7
Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS — 472,205 22,522 491,538 8 27,061
Companhia Ítalo-Brasileira de Pelotização - ITABRASCO — — 81,368 52,832 — 9
Companhia Nipo-Brasileira de Pelotização - NIBRASCO — — 32,445 141,354 — 11
Log-in S.A. — 51 3,874 — — —
Mineração Rio do Norte S.A. 92 54 — — — —
Mitsui & Co Ltd 284,826 — 71,835 46,469 4 —
MRS Logistica S.A. 13,045 21,430 1,670,105 1,026,792 — —
Samarco Mineração S.A. 1,125,435 528,448 — — — —
Vale Austrália Pty Ltd. — — — — 22,148 —
Others 621,073 216,330 596,116 20,794 41,998 (9,863 )
Total 2,044,471 1,238,785 2,633,587 1,991,036 64,158 17,225

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Parent Company (unaudited)
Income Cost/ expense Financial income (expense)
Nine-month period ended Nine -month period ended Nine -month period ended
September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012
ALUNORTE - Alumina do Norte do Brasil S.A. 7,208 — — — — 4,668
Baovale Mineração S.A. — — 33,435 31,103 — —
Companhia Coreano-Brasileira de Pelotização - KOBRASCO — 267 72,029 137,054 — —
Companhia Hispano-Brasileira de Pelotização - HISPANOBRÁS — 454,554 13,987 491,538 4 (3,694 )
Companhia Ítalo-Brasileira de Pelotização - ITABRASCO — — 21,006 52,832 — —
Companhia Nipo-Brasileira de Pelotização - NIBRASCO — — 52,347 141,354 — —
Companhia Portuária Baia de Sepetiba - CPBS — — 315,915 298,387 — 3
Ferrovia Centro - Atlântica S.A. 86,578 73,660 92,946 61,135 — (12,410 )
Ferrovia Norte Sul S.A. 15,110 630 272 — — —
Mineração Brasileiras Reunidas S.A. - MBR 7,304 7,498 534,997 555,678 — —
Mitsui & Co Ltd — — — 46,469 2 —
MRS Logistica S.A. 3,499 17,025 998,857 1,017,184 — —
Samarco Mineração S.A. 678,911 526,726 — — — —
Vale Canada Limited — 3,865 — — — (4,341 )
Vale Colombia Holdings — — — 11,918 — —
Vale Energia S.A. 2,797 — 161,491 278,471 — —
Vale International S.A. 40,297,786 37,821,675 — — — (578,591 )
Vale Manganês 3,858 8,702 — — — —
Vale Mina do Azul 41,183 42,996 — 21,083 — —
Vale Operações Ferroviárias 742,176 176,412 — — — —
Vale Operações Portuárias 12,459 24,419 — — — —
Vale Overseas — — — — — 25,109
Others 7,580 264,749 22,629 28,888 39,858 (1,397 )
Total 41,906,449 39,423,178 2,319,911 3,173,094 39,864 (570,653 )

Remuneration of key management personnel:

Nine -month period ended (unaudited) — September 30, 2013 September 30, 2012
Short-term benefits: 47,001 58,980
Wages or pro-labor 17,090 14,777
Direct and indirect benefits 11,497 18,560
Bonus 18,414 25,643
Long-term benefits:
Based on stock 2,393 20,790
Termination of position 1,182 15,276
50,576 95,046

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*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
Tatiana Boavista Barros Heil
Mário da Silveira Teixeira Júnior
Vice-President Fiscal Council
Fuminobu Kawashima Marcelo Amaral Moraes
João Batista Cavaglieri Chairman
José Mauro Mettrau Carneiro da Cunha
Luciano Galvão Coutinho Aníbal Moreira dos Santos
Marcel Juviniano Barros Arnaldo José Vollet
Oscar Augusto de Camargo Filho Paulo Fontoura Valle
Renato da Cruz Gomes
Robson Rocha Alternate
Oswaldo Mário Pêgo de Amorim Azevedo
Alternate Valeriano Gomes
Caio Marcelo de Medeiros Melo
Eduardo de Oliveira Rodrigues Filho
Eduardo Fernando Jardim Pinto Executive Officers
Francisco Ferreira Alexandre
Hidehiro Takahashi Murilo Pinto de Oliveira Ferreira
Hayton Jurema da Rocha Chief Executive Officer
Luiz Carlos de Freitas
Luiz Maurício Leuzinger Vânia Lucia Chaves Somavilla
Marco Geovanne Tobias da Silva Executive Officer (Human Resources, Health & Safety, Sustainability and Energy)
Sandro Kohler Marcondes
Luciano Siani Pires
Advisory Committees of the Board of Directors Chief Financial Officer and Investors Relations
Controlling Committee Roger Allan Downey
Luiz Carlos de Freitas Executive Officer (Fertilizers and Coal)
Paulo Ricardo Ultra Soares
Paulo Roberto Ferreira de Medeiros José Carlos Martins
Executive Officer (Ferrous and Strategy)
Executive Development Committee
Laura Bedeschi Rego de Mattos Galib Abrahão Chaim
Luiz Maurício Leuzinger Executive Officer (Capital Projects Implementation)
Marcel Juviniano Barros
Oscar Augusto de Camargo Filho Humberto Ramos de Freitas
Executive Officer (Logistics and Mineral Research)
Strategic Committee
Murilo Pinto de Oliveira Ferreira Gerd Peter Poppinga
Dan Antônio Marinho Conrado Executive Officer (Base Metals and Information Technology)
Luciano Galvão Coutinho
Mário da Silveira Teixeira Júnior
Oscar Augusto de Camargo Filho
Marcelo Botelho Rodrigues
Finance Committee Global Controller Director
Luciano Siani Pires
Eduardo de Oliveira Rodrigues Filho Marcus Vinicius Dias Severini
Luciana Freitas Rodrigues Chief Accounting Officer
Luiz Maurício Leuzinger CRC-RJ - 093982/O-3

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*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.
(Registrant)
By: /s/ Roberto Castello Branco
Date: November 6, 2013 Roberto Castello Branco
Director of Investor Relations

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