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Vale S.A. Regulatory Filings 2016

Oct 27, 2016

30050_ffr_2016-10-27_0357be19-d8ea-4281-8c80-bcd3577dc010.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*

*September, 2016*

*Vale S.A.*

*Avenida das Américas, No. 700 22640-100 Rio de Janeiro, RJ, Brazil*

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

(Check One) Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)

(Check One) Yes o No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)

(Check One) Yes o No x

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

(Check One) Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .

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Table of Contents

*Interim Financial Statements*

*September 30, 2016*

BRGAAP in R$ (English)

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Table of Contents

*Vale S.A. Interim Financial Statements*

*Conten ts*

Report on the review of quarterly information – ITR Page — 3
Condensed Consolidated and Parent Company Income Statement 4
Condensed Consolidated and Parent Company Statement of Comprehensive Income 5
Condensed Consolidated and Parent Company Cash Flow Statement 6
Condensed Consolidated and Parent Company Balance Sheet 8
Condensed Statement of Changes in Equity 9
Condensed Consolidated and Parent Company Value Added Statement 10
Selected Notes to the Interim Financial Statements 11
1. Corporate information 11
2. Basis for preparation of the interim financial statements 11
3. Information by business segment 13
4. Liabilities related to associates and joint ventures 18
5. Non-current assets and liabilities held for sale 21
6. Acquisitions and divestitures 21
7. Cash and cash equivalents 22
8. Accounts receivable 22
9. Inventories 22
10. Investments in associates and joint ventures 23
11. Intangibles 25
12. Property, plant and equipment 26
13. Loans and borrowings 27
14. Litigation 29
15. Income taxes 31
16. Employee postretirement obligations 32
17. Financial instruments classification 32
18. Fair value estimate 33
19. Derivative financial instruments 33
20. Stockholders’ equity 44
21. Costs and expenses by nature 45
22. Financial results 46
23. Deferred revenue — Gold stream 46
24. Commitments 47
25. Related parties 48
26. Parent Company information (individual interim information) 51
Members of the Board of Directors, Fiscal Council, Advisory Committees and Executive Officers 56

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Central Tel 55 (21) 3515-9400
Av. Almirante Barroso, 52 - 4º Fax 55 (21) 3515-9000
20031-000 - Rio de Janeiro, RJ - Brasil Internet www.kpmg.com.br
Caixa Postal 2888
20001-970 - Rio de Janeiro, RJ - Brasil

*Report on the review of quarterly information - ITR*

(A free translation of the original report in Portuguese, as filed with the Brazilian Securities and Exchange Commission (CVM), prepared in accordance with the accounting practices adopted in Brazil, rules of the CVM and of the International Financial Reporting Standards - IFRS)

To

The Board of Directors and Stockholders of

Vale S.A.

Rio de Janeiro - RJ

*Introduction*

*1.* We have reviewed the interim accounting information of Vale S.A. (“the Company”), included in the quarterly information form - ITR for the quarter ended September 30, 2016, which comprises the individual and consolidated balance sheets as of September 30, 2016 and the respective individual and consolidated statements of income and comprehensive income for the three and nine months periods ended on September 30, 2016, the individual and consolidated statements of changes in stockholders’ equity for the nine-month period then ended and the individual statement of cash flows for the nine-month period and the consolidated statement of cash flows for the three and nine months periods then ended, including the explanatory notes.

*2. The Company`s Management is responsible for the preparation of these interim accounting information in accordance with the Accounting Pronouncement CPC 21(R1) — “ Demonstração Intermediária ” and the international accounting rule IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board* — IASB, as well as the presentation of these information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of quarterly information - ITR. Our responsibility is to express our conclusion on this interim accounting information based on our review.

*Scope of the review*

*3. We conducted our review in accordance with Brazilian and International Interim Information Review Standards ( NBC TR 2410 - Revisão de Informações Intermediárias Executada pelo Auditor da Entidade* and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim information consists of making inquiries primarily of the management responsible for financial and accounting matters and applying analytical procedures and other review procedures. The scope of a review is significantly less than an audit conducted in accordance with auditing standards and, accordingly, it did not enable us to obtain assurance that we were aware of all the material matters that would have been identified in an audit. Therefore, we do not express an audit opinion.

KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça. KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

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*Conclusion on the interim accounting information*

*4.* Based on our review, we are not aware of any fact that might lead us to believe that the individual and consolidated interim accounting information included in the aforementioned quarterly information was not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34, applicable to the preparation of the quarterly review - ITR, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission.

*Other matters*

**Statements of added value****

*5.* We have also reviewed the individual and consolidated statements of added value for the nine-month period ended September 30, 2016, prepared under the responsibility of the Company`s Management, for which presentation is required in the interim information in accordance with the standards issued by the CVM applicable to the preparation of quarterly information - ITR, and considered as supplementary information by IFRS, which does not require the presentation of the statements of added value. These statements were submitted to the same review procedures described previously and, based on our review, we are not aware of any fact that might lead us to believe that they were not prepared, in all material respects, in accordance with the individual and consolidated interim accounting information, taken as a whole.

Rio de Janeiro, October 26, 2016

KPMG Auditores Independentes

CRC SP-014428/O-6 F-RJ

(Original report in Portuguese signed by)

Manuel Fernandes Rodrigues de Sousa

Accountant CRC RJ-052428/O-2

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Table of Contents

*Condensed Income State ment*

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

Consolidated
Three months period ended September 30 Nine months period ended September 30
Notes 2016 2015 2016 2015
Net operating revenue 3(c) 23,772 23,350 69,042 62,818
Cost of goods sold and services rendered 21(a) (16,082 ) (18,025 ) (49,340 ) (48,981 )
Gross profit 7,690 5,325 19,702 13,837
Operating (expenses) income
Selling and administrative expenses 21(b) (495 ) (458 ) (1,453 ) (1,501 )
Research and evaluation expenses (275 ) (434 ) (783 ) (1,143 )
Pre operating and operational stoppage (395 ) (936 ) (1,197 ) (2,491 )
Other operating income (expenses), net 21(c) 176 (422 ) (524 ) (866 )
(989 ) (2,250 ) (3,957 ) (6,001 )
Results on measurement or sale of non-current assets 5 and 6 (110 ) (189 ) (338 ) 185
Operating income 6,591 2,886 15,407 8,021
Financial income 22 1,222 9,048 26,392 20,474
Financial expenses 22 (4,635 ) (34,895 ) (17,959 ) (58,375 )
Equity results in associates and joint ventures 10 149 (1,204 ) 1,396 (1,361 )
Others results in associates and joint ventures 4 and 6 (106 ) — (4,105 ) 296
Net income (loss) before income taxes 3,221 (24,165 ) 21,131 (30,945 )
Income taxes 15
Current tax (181 ) (353 ) (2,887 ) (761 )
Deferred tax (1,174 ) 17,430 (6,411 ) 19,927
(1,355 ) 17,077 (9,298 ) 19,166
Net income (loss) 1,866 (7,088 ) 11,833 (11,779 )
Income (loss) attributable to noncontrolling interests 24 (425 ) 95 (721 )
Net income (loss) attributable to Vale’s stockholders 1,842 (6,663 ) 11,738 (11,058 )
Earnings per share attributable to Vale’s stockholders:
Basic and diluted earnings per share: 20(b)
Preferred share (R$) 0.36 (1.29 ) 2.28 (2.15 )
Common share (R$) 0.36 (1.29 ) 2.28 (2.15 )
Parent company
Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Net operating revenue 11,941 11,346 32,315 30,948
Cost of goods sold and services rendered (7,552 ) (6,846 ) (21,599 ) (20,037 )
Gross profit 4,389 4,500 10,716 10,911
Operating (expenses) income
Selling and administrative expenses (265 ) (266 ) (754 ) (845 )
Research and evaluation expenses (162 ) (195 ) (417 ) (547 )
Pre operating and operational stoppage (167 ) (129 ) (506 ) (353 )
Equity results from subsidiaries 1,169 (1,759 ) 4,574 (3,359 )
Other operating income (expenses), net (312 ) (155 ) (830 ) (504 )
263 (2,504 ) 2,067 (5,608 )
Results on measurement or sale of non-current assets — — — 546
Operating income 4,652 1,996 12,783 5,849
Financial income 1,296 9,190 25,006 19,652
Financial expenses (4,464 ) (31,518 ) (17,122 ) (52,858 )
Equity results in associates and joint ventures 149 (1,204 ) 1,396 (1,361 )
Others results in associates and joint ventures (106 ) — (4,105 ) 55
Net income (loss) before income taxes 1,527 (21,536 ) 17,958 (28,663 )
Income taxes
Current tax 137 18 (2,161 ) 18
Deferred tax 178 14,855 (4,059 ) 17,587
315 14,873 (6,220 ) 17,605
Net income (loss) 1,842 (6,663 ) 11,738 (11,058 )

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

See Report on the review of quarterly information – ITR.

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Table of Contents

*Condensed Statement of Comprehensive In come*

*In millions of Brazilian Reais*

Consolidated
Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Net income (loss) 1,866 (7,088 ) 11,833 (11,779 )
Other comprehensive income (loss):
Items that will not be reclassified subsequently to the income statement
Retirement benefit obligations
Gross balance for the period (128 ) (25 ) (1,100 ) (48 )
Effect of taxes 43 6 340 80
(85 ) (19 ) (760 ) 32
Total items that will not be reclassified subsequently to the income statement (85 ) (19 ) (760 ) 32
Items that may be reclassified subsequently to the income statement
Cumulative translation adjustments
Gross balance for the period 787 24,733 (13,435 ) 36,846
Effect of taxes 55 — (467 ) —
Transfer of realized results to net income, net of taxes — — (266 ) —
842 24,733 (14,168 ) 36,846
Cash flow hedge
Gross balance for the period — 254 23 1,812
Effect of taxes — (6 ) (3 ) (16 )
Equity results in associates and joint ventures — (8 ) 16 (16 )
Transfer of realized results to net income, net of taxes — (135 ) (10 ) (823 )
— 105 26 957
Total of items that may be reclassified subsequently to the income statement 842 24,838 (14,142 ) 37,803
Total comprehensive income (loss) 2,623 17,731 (3,069 ) 26,056
Comprehensive income (loss) attributable to noncontrolling interests 66 692 (835 ) 910
Comprehensive income (loss) attributable to Vale’s stockholders 2,557 17,039 (2,234 ) 25,146
Parent company
Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Net income (loss) 1,842 (6,663 ) 11,738 (11,058 )
Other comprehensive income (loss):
Items that will not be reclassified subsequently to the income statement
Retirement benefit obligations
Gross balance for the period (26 ) (31 ) (66 ) (81 )
Effect of taxes 10 11 23 27
Equity results in associates and joint ventures (69 ) 1 (717 ) 86
(85 ) (19 ) (760 ) 32
Total items that will not be reclassified subsequently to the income statement (85 ) (19 ) (760 ) 32
Items that may be reclassified subsequently to the income statement
Cumulative translation adjustments
Gross balance for the period 800 23,616 (12,972 ) 35,215
Effect of taxes — — (266 ) —
800 23,616 (13,238 ) 35,215
Cash flow hedge
Equity results in associates and joint ventures — 105 26 957
— 105 26 957
Total of items that may be reclassified subsequently to the income statement 800 23,721 (13,212 ) 36,172
Total comprehensive income (loss) 2,557 17,039 (2,234 ) 25,146

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

See Report on the review of quarterly information – ITR.

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Table of Contents

*Condensed Cash Flow State ment*

*In millions of Brazilian Reais*

Consolidated
Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Cash flow from operating activities:
Net income (loss) before income taxes 3,221 (24,165 ) 21,131 (30,945 )
Adjustments for:
Equity results from associates and joint ventures (149 ) 1,204 (1,396 ) 1,361
Results on measurement or sale of non-current assets (371 ) 189 (143 ) (916 )
Others results in associates and joint ventures — — 3,999 (296 )
Depreciation, amortization and depletion 3,127 3,670 9,694 9,709
Financial results, net 3,413 25,847 (8,433 ) 37,901
Changes in assets and liabilities:
Accounts receivable (40 ) 1,210 (1,112 ) 1,898
Inventories 40 (1,171 ) (91 ) (690 )
Suppliers and contractors 874 1,493 693 1,115
Payroll and related charges (54 ) 188 88 (1,439 )
Other taxes assets and liabilities, net 397 (318 ) 200 (1,429 )
Deferred revenue - Gold stream (note 23) (ii) 1,683 — 1,683 1,670
Other assets and liabilities, net (1,586 ) 386 (2,394 ) 1,169
Cash provided from operations 10,555 8,533 23,919 19,108
Interest on loans and borrowings paid (1,381 ) (1,445 ) (4,520 ) (3,760 )
Derivatives received (paid), net (note 19) (619 ) (622 ) (3,831 ) (2,709 )
Interest on participative stockholders’ debentures paid — — (117 ) —
Income taxes (384 ) (166 ) (1,259 ) (1,069 )
Income taxes - Settlement program (362 ) (325 ) (1,056 ) (950 )
Net cash provided by operating activities 7,809 5,975 13,136 10,620
Cash flow from investing activities:
Financial investments redeemed (invested) 227 180 221 917
Loans and advances granted (231 ) 83 (430 ) (87 )
Additions to investments (29 ) (22 ) (850 ) (377 )
Additions to property, plant and equipment and intangible (note 3(b)) (4,057 ) (6,616 ) (13,735 ) (19,366 )
Dividends and interest on capital received from associates and joint ventures 1 71 416 722
Proceeds from disposal of assets and investments 1,053 1,793 1,140 3,542
Proceeds from gold stream transaction 885 — 885 1,156
Net cash used in investing activities (2,151 ) (4,511 ) (12,353 ) (13,493 )
Cash flow from financing activities:
Loans and borrowings (i)
Additions 5,091 3,772 23,046 12,196
Repayments (6,458 ) (3,287 ) (17,409 ) (5,930 )
Transactions with stockholders:
Dividends and interest on capital paid to Vale’s stockholders — — — (3,101 )
Dividends and interest on capital paid to noncontrolling interest (433 ) — (702 ) (35 )
Transactions with noncontrolling stockholders — 4,000 (69 ) 3,875
Net cash provided by (used in) financing activities (1,800 ) 4,485 4,866 7,005
Increase (decrease) in cash and cash equivalents 3,858 5,949 5,649 4,132
Cash and cash equivalents in the beginning of the period 13,377 9,799 14,022 10,555
Effect of exchange rate changes on cash and cash equivalents 193 1,722 (2,243 ) 2,783
Cash and cash equivalents at end of the period 17,428 17,470 17,428 17,470
Non-cash transactions:
Additions to property, plant and equipment - capitalized loans and borrowing costs 556 689 1,995 1,789
(i) Includes transactions with related parties: Bradesco, Banco do Brasil and Banco Nacional do Desenvolvimento Econômico e Social - BNDES.
(ii) Net of warrants

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

See Report on the review of quarterly information – ITR.

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Table of Contents

*Condensed Cash Flow Statement*

*In millions of Brazilian Reais*

Parent company
Nine months period ended September 30
2016 2015
Cash flow from operating activities:
Net income (loss) before income taxes 17,958 (28,663 )
Adjustments for:
Equity results in associates and joint ventures (1,396 ) 1,361
Equity results from subsidiaries (4,574 ) 3,359
Others results in associates and joint ventures 3,999 (601 )
Results on disposal of property, plant and equipment and intangibles 51 160
Depreciation, amortization and depletion 3,717 3,330
Financial results, net (7,884 ) 33,206
Changes in assets and liabilities:
Accounts receivable 4,634 (5,068 )
Inventories 87 (173 )
Suppliers and contractors 333 452
Payroll and related charges 153 (1,075 )
Other taxes assets and liabilities, net (85 ) (540 )
Other assets and liabilities, net 460 14,373
Cash provided from operations 17,453 20,121
Dividends and interest on capital received from subsidiaries 186 717
Interest on loans with related parties received (paid), net (1,824 ) (1,256 )
Interest on loans and borrowings paid (2,361 ) (1,839 )
Derivatives received (paid), net (note 19) (790 ) (649 )
Interest on participative stockholders’ debentures paid (117 ) —
Income taxes (60 ) —
Income taxes - Settlement program (1,035 ) (930 )
Net cash provided by operating activities 11,452 16,164
Cash flow from investing activities:
Financial investments redeemed (34 ) 374
Loans and advances received (341 ) 65
Additions to investments (1,334 ) (5,109 )
Additions to property, plant and equipment and intangible (9,070 ) (11,847 )
Dividends and interest on capital received from associates and joint ventures 403 718
Proceeds from disposal of assets and investments 115 4,316
Net cash used in investing activities (10,261 ) (11,483 )
Cash flow from financing activities:
Loans and borrowings (i)
Additions 8,221 14,503
Repayments (9,011 ) (9,839 )
Transactions with related parties (423 ) —
Transactions with stockholders:
Dividends and interest on capital paid to noncontrolling interest — (3,101 )
Net cash provided by (used in) financing activities (1,213 ) 1,563
Increase (decrease) in cash and cash equivalents (22 ) 6,244
Cash and cash equivalents in the beginning of the period 518 685
Cash and cash equivalents at end of the period 496 6,929
Non-cash transactions:
Additions to property, plant and equipment - capitalized loans and borrowing costs 827 892

(i) Includes transactions with related parties: Bradesco, Banco do Brasil and Banco Nacional do Desenvolvimento economico e Social - BNDES.

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

See Report on the review of quarterly information – ITR.

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Table of Contents

*Condensed Balance Sh eet*

*In millions of Brazilian Reais*

Consolidated — Notes September 30, 2016 December 31, 2015 Parent company — September 30, 2016 December 31, 2015
Assets
Current assets
Cash and cash equivalents 7 17,428 14,022 496 518
Financial investments 372 109 53 18
Derivative financial instruments 19 458 474 343 196
Accounts receivable 8 8,299 5,763 24,541 36,026
Inventories 9 12,659 13,775 3,924 3,830
Recoverable income taxes 1,029 3,513 645 3,176
Recoverable taxes 5,205 5,482 3,668 3,352
Related parties 25 215 273 739 834
Others 2,114 1,215 672 581
47,779 44,626 35,081 48,531
Non-current assets held for sale 5 15,545 15,792 — —
63,324 60,418 35,081 48,531
Non-current assets
Derivative financial instruments 19 1,635 363 1,361 293
Loans 592 732 110 106
Recoverable income taxes 1,760 1,840 — —
Recoverable taxes 2,234 1,956 1,753 1,457
Deferred income taxes 15(a) 22,234 30,867 13,256 17,292
Judicial deposits 14(c) 3,485 3,445 2,803 2,707
Related parties 25 62 5 828 1,468
Others 2,144 2,392 554 765
34,146 41,600 20,665 24,088
Investments 10 12,908 11,481 120,422 127,517
Intangibles 11 22,589 20,789 11,435 8,557
Property, plant and equipment 12 198,430 211,259 100,095 96,887
268,073 285,129 252,617 257,049
Total assets 331,397 345,547 287,698 305,580
Liabilities
Current liabilities
Suppliers and contractors 12,177 13,140 6,897 7,084
Payroll and related charges 1,924 1,464 1,221 806
Derivative financial instruments 19 2,816 8,107 2,265 3,559
Loans and borrowings 13 7,080 9,788 5,291 4,736
Related parties 25 1,811 1,856 9,934 6,774
Income taxes - Settlement program 15(c) 1,458 1,348 1,428 1,320
Taxes payable 601 977 365 460
Provision for income taxes 500 943 — —
Employee postretirement obligations 16 235 266 65 72
Asset retirement obligations 227 346 73 83
Liabilities related to associates and joint ventures 4 1,069 — 1,069 —
Others 4,824 2,531 830 825
34,722 40,766 29,438 25,719
Liabilities associated with non-current assets held for sale 5 484 416 — —
35,206 41,182 29,438 25,719
Non-current liabilities
Derivative financial instruments 19 3,789 5,581 3,258 4,745
Loans and borrowings 13 95,010 102,878 47,579 55,986
Related parties 25 445 830 50,107 63,837
Employee postretirement obligations 16 6,861 6,831 493 483
Provisions for litigation 14(a) 2,984 3,210 1,967 2,190
Income taxes - Settlement program 15(c) 16,156 15,953 15,825 15,626
Deferred income taxes 15(a) 5,440 6,520 — —
Asset retirement obligations 10,289 9,313 1,627 1,291
Participative stockholders’ debentures 2,137 1,336 2,137 1,336
Deferred revenue - Gold stream 23 7,004 6,830 — —
Liabilities related to associates and joint ventures 4 2,580 — 2,580 —
Others 7,706 5,664 3,753 3,207
160,401 164,946 129,326 148,701
Total liabilities 195,607 206,128 158,764 174,420
Stockholders’ equity
Equity attributable to Vale’s stockholders 20 128,934 131,160 128,934 131,160
Equity attributable to noncontrolling interests 6,856 8,259 — —
Total stockholders’ equity 135,790 139,419 128,934 131,160
Total liabilities and stockholders’ equity 331,397 345,547 287,698 305,580

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

See Report on the review of quarterly information – ITR.

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COMMAND=ROTATED_TABLE WIDTH="150%"

Table of Contents

*Condensed Statement of Changes in Equity*

*In millions of Brazilian Reais*

Share capital Results on conversion of shares Results from operation with noncontrolling interest Profit reserves Treasury stocks Unrealized fair value gain (losses) Cumulative translation adjustments Retained earnings Equity attributable to Vale’s stockholders Equity attributable to noncontrolling interests Total stockholder’s equity
Balance at December 31, 2015 77,300 50 (1,881 ) 3,846 (2,746 ) (3,873 ) 58,464 — 131,160 8,259 139,419
Net income — — — — — — — 11,738 11,738 95 11,833
Other comprehensive income:
Retirement benefit obligations — — — — — (760 ) — — (760 ) — (760 )
Cash flow hedge — — — — — 26 — — 26 — 26
Translation adjustments — — — — — 420 (13,658 ) — (13,238 ) (930 ) (14,168 )
Transactions with stockholders:
Dividends of noncontrolling interest — — — — — — — — — (645 ) (645 )
Acquisitions and disposal of participation of noncontrolling interest — — 8 — — — — — 8 (1 ) 7
Capitalization of noncontrolling interest advances — — — — — — — — — 78 78
Balance at September 30, 2016 77,300 50 (1,873 ) 3,846 (2,746 ) (4,187 ) 44,806 11,738 128,934 6,856 135,790
Balance at December 31, 2014 Share capital — 77,300 Results on conversion of shares — 50 Results from operation with noncontrolling interest — (970 ) Profit reserves — 53,085 Treasury stocks — (2,746 ) Unrealized fair value gain (losses) — (4,553 ) Cumulative translation adjustments — 24,248 Retained earnings (loss) — — Equity attributable to Vale’s stockholders — 146,414 Equity attributable to noncontrolling interests — 3,187 Total stockholder’s equity — 149,601
Loss — — — — — — — (11,058 ) (11,058 ) (721 ) (11,779 )
Other comprehensive income:
Retirement benefit obligations — — — — — 32 — — 32 — 32
Cash flow hedge — — — — — 957 — — 957 — 957
Translation adjustments — — — — — (1,089 ) 36,304 — 35,215 1,631 36,846
Transactions with stockholders:
Dividends of noncontrolling interest — — — — — — — — — (21 ) (21 )
Acquisitions and disposal of participation of noncontrolling interest — — 663 — — — (1,233 ) — (570 ) 4,746 4,176
Capitalization of noncontrolling interest advances — — — — — — — — — 86 86
Dividends and interest on capital of Vale’s stockholders — — — (3,101 ) — — — — (3,101 ) — (3,101 )
Balance at September 30, 2015 77,300 50 (307 ) 49,984 (2,746 ) (4,653 ) 59,319 (11,058 ) 167,889 8,908 176,797

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

See Report on the review of quarterly information – ITR.

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*Condensed Value Added Statement*

*In millions of Brazilian Reais*

Consolidated Parent company
Nine months period ended September 30
2016 2015 2016 2015
Generation of value added from continuing operations
Gross revenue
Revenue from products and services 70,031 63,889 32,841 31,621
Results on measurement or sale of non-current assets (604 ) 481 (266 ) 601
Revenue from the construction of own assets 10,114 21,156 7,921 12,739
Allowance for doubtful accounts (15 ) 44 (2 ) (4 )
Other revenues 1,269 1,781 315 399
Less:
Acquisition of products (1,267 ) (1,931 ) (572 ) (515 )
Material, service and maintenance (24,898 ) (32,770 ) (14,576 ) (18,588 )
Oil and gas (3,399 ) (3,133 ) (2,029 ) (1,926 )
Energy (2,010 ) (1,463 ) (757 ) (710 )
Freight (6,052 ) (8,181 ) (49 ) —
Other results in investments (3,839 ) — (3,839 ) —
Other costs and expenses (4,282 ) (7,036 ) (1,315 ) (1,502 )
Gross value added 35,048 32,837 17,672 22,115
Depreciation, amortization and depletion (9,694 ) (9,709 ) (3,717 ) (3,330 )
Net value added 25,354 23,128 13,955 18,785
Received from third parties
Equity results from entities 1,396 (1,361 ) 5,970 (4,720 )
Financial income 469 541 241 259
Monetary and exchange variation of assets (6,299 ) 13,172 (6,461 ) 14,255
Total value added to be distributed 20,920 35,480 13,705 28,579
Personnel 6,068 6,761 2,141 3,258
Taxes and contributions 6,192 6,136 4,911 4,756
Current income tax 2,887 761 2,161 (18 )
Deferred income tax 6,411 (19,927 ) 4,059 (17,587 )
Financial expense (excludes capitalized interest) 3,707 13,062 4,415 9,206
Monetary and exchange variation of liabilities (17,343 ) 39,332 (18,020 ) 38,409
Other remunerations of third party funds 1,165 1,134 2,300 1,613
Reinvested net income (absorbed loss) 11,738 (11,058 ) 11,738 (11,058 )
Net income (loss) attributable to noncontrolling interest 95 (721 ) — —
Distributed value added 20,920 35,480 13,705 28,579

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

See Report on the review of quarterly information – ITR.

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*Selected Notes to the Interim Financial Statements*

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

*1. Corporate information*

Vale S.A. (the “Parent Company”) is a public company headquartered at 700, Avenida das Américas, Rio de Janeiro, Brazil with securities traded on the stock exchanges of São Paulo - BM&F BOVESPA (Vale3 and Vale5), New York - NYSE (VALE and VALE.P) and Paris - NYSE Euronext (Vale3 and Vale5).

Vale and its direct and indirect subsidiaries (“Vale”, “Group” or “Company”) are producers of iron ore and iron ore pellets, key raw materials for steelmaking, and producers of nickel, which is used to produce stainless steel and metal alloys employed in the production of several products. The Group also produces copper, metallurgical and thermal coal, potash, phosphates and other fertilizer nutrients, manganese ore, ferroalloys, platinum group metals, gold, silver and cobalt. The information by segment is presented in note 3.

*2. Basis for preparation of the interim financial statements*

*a) Statement of compliance*

The condensed consolidated and individual interim financial statements of the Company (“interim financial statements”) have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as implemented in Brazil by the Brazilian Accountant Pronouncements Committee (“CPC”), approved by the Brazilian Securities Exchange Commission (“CVM”) and by the Brazilian Federal Accounting Council (“CFC”). All relevant information from its own financial statements, and only this information, are being presented and correspond to those used by the Company’s Management.

The consolidated financial statements present the accounts of the Group.

The individual financial statements present the accounts of the Parent Company and are presented in a summarized form in note 26.

*b) Basis of presentation*

The interim financial statements have been prepared under the historical cost convention as adjusted to reflect: (i) the fair value of financial instruments measured at fair value through income statement or available-for-sale financial instruments measured at fair value through the statement of comprehensive income; and (ii) impairment of assets.

The accounting practices, accounting estimates and judgments, risk management and measurement methods are the same as those adopted when preparing the financial statements for the year ended December 31, 2015. These interim financial statements were prepared to update users about relevant information presented in the period and should be read in conjunction with the financial statements for the year ended December 31, 2015.

The interim financial statements of the Group and its associates and joint ventures are measured using the currency of the primary economic environment in which each entity operates (“functional currency”). In the case of the Parent Company the functional currency is the Brazilian real (“BRL” or “R$”). For presentation purposes, these interim financial statements are presented in R$.

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The exchange rates used by the Group for major currencies to translate its operations into R$ are as follows:

Closing rate Average rate for the — Three months period ended Nine months period ended
September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015
US dollar (“US$”) 3.2462 3.9048 3.2460 3.5379 3.5450 3.1684
Canadian dollar (“CAD”) 2.4757 2.8171 2.4881 2.7024 2.6802 2.5090
Australian dollar (“AUD”) 2.4895 2.8532 2.4616 2.5642 2.6273 2.4067
Euro (“EUR” or “€”) 3.6484 4.2504 3.6232 3.9365 3.9549 3.5285

Subsequent events were evaluated through October 26, 2016, which is the date the interim financial statements were approved by the Board of Directors.

*c) Accounting standards issued but not yet effective*

The standards and interpretations issued by IASB relevant to the Company but not yet effective are disclosed below:

· IFRS 9 Financial instruments.

· IFRS 15 Revenue from contracts with customers.

· IFRS 16 Leases.

· Amendments to IAS 12 – Recognition of deferred tax assets.

· Amendments to IAS 7 – Disclosure Initiative.

· Amendments to IFRS 2 – Classification and measurement of share-based payment transactions.

· Amendments to IFRS 4 – Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts.

The Company is currently analyzing potential impacts regarding these pronouncements on its financial statements.

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*3. Information by business segment*

The information presented to the Executive Board on the performance of each segment is derived from the accounting records.

*a) Adjusted EBITDA*

Adjusted EBITDA is used by management to support the decision making process for segments. The definition of adjusted EBITDA for the Company is the operating income or loss less (i) the depreciation, depletion and amortization, (ii) results on measurement or sales of non-current assets, (iii) impairment, (iv) onerous contracts and plus (v) dividends received from associates and joint ventures.

Consolidated
Three months period ended September 30, 2016
Net operating revenue Cost of goods sold and services rendered Sales, administrative and other operating expenses Research and evaluation expenses Pre operating and operational stoppage Dividends received from associates and joint ventures Adjusted EBITDA
Ferrous minerals
Iron ore 12,275 (5,347 ) (254 ) (81 ) (131 ) 1 6,463
Pellets 3,217 (1,662 ) (27 ) (13 ) (16 ) — 1,499
Ferroalloys and manganese 245 (205 ) (18 ) — (10 ) — 12
Other ferrous products and services 358 (226 ) (1 ) (1 ) (3 ) — 127
16,095 (7,440 ) (300 ) (95 ) (160 ) 1 8,101
Coal 530 (509 ) 20 (11 ) (42 ) — (12 )
Base metals
Nickel and other products 3,763 (2,573 ) (89 ) (67 ) (86 ) — 948
Copper 1,365 (825 ) (8 ) (6 ) — — 526
Other base metals products — — 481 — — — 481
5,128 (3,398 ) 384 (73 ) (86 ) — 1,955
Fertilizers
Potash 110 (112 ) (5 ) (2 ) (14 ) — (23 )
Phosphates 1,526 (1,344 ) (76 ) (13 ) (1 ) — 92
Nitrogen 225 (171 ) (9 ) (2 ) — — 43
Other fertilizers products 80 — — — — — 80
1,941 (1,627 ) (90 ) (17 ) (15 ) — 192
Others 78 (190 ) (215 ) (79 ) (1 ) — (407 )
Total 23,772 (13,164 ) (201 ) (275 ) (304 ) 1 9,829

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Consolidated
Three months period ended September 30, 2015
Net operating revenue Cost of goods sold and services rendered Sales, administrative and other operating expenses Research and evaluation expenses Pre operating and operational stoppage Dividends received from associates and joint ventures Adjusted EBITDA
Ferrous minerals
Iron ore 11,792 (6,574 ) (591 ) (92 ) (77 ) 1 4,459
Pellets 3,150 (1,811 ) 49 (4 ) (17 ) — 1,367
Ferroalloys and manganese 99 (107 ) (9 ) — (15 ) — (32 )
Other ferrous products and services 446 (247 ) 13 (2 ) — — 210
15,487 (8,739 ) (538 ) (98 ) (109 ) 1 6,004
Coal 453 (735 ) (65 ) (25 ) (90 ) — (462 )
Base metals
Nickel and other products 3,618 (2,953 ) 35 (83 ) (340 ) — 277
Copper 1,245 (796 ) (4 ) (11 ) — — 434
4,863 (3,749 ) 31 (94 ) (340 ) — 711
Fertilizers
Potash 146 (102 ) (4 ) (53 ) (28 ) — (41 )
Phosphates 1,990 (1,291 ) (15 ) (26 ) (69 ) — 589
Nitrogen 282 (180 ) (2 ) (2 ) (5 ) — 93
Other fertilizers products 61 — — — — — 61
2,479 (1,573 ) (21 ) (81 ) (102 ) — 702
Others 68 (152 ) 10 (135 ) — 70 (139 )
Total 23,350 (14,948 ) (583 ) (433 ) (641 ) 71 6,816

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Consolidated
Nine months period ended September 30, 2016
Net operating revenue Cost of goods sold and services rendered Sales, administrative and other operating expenses Research and evaluation expenses Pre operating and operational stoppage Dividends received from associates and joint ventures Adjusted EBITDA
Ferrous minerals
Iron ore 35,726 (16,151 ) (1,379 ) (180 ) (376 ) 1 17,641
Pellets 9,184 (4,971 ) (153 ) (27 ) (61 ) 213 4,185
Ferroalloys and manganese 641 (566 ) (9 ) — (31 ) — 35
Other ferrous products and services 1,061 (680 ) 9 (4 ) (9 ) — 377
46,612 (22,368 ) (1,532 ) (211 ) (477 ) 214 22,238
Coal 1,640 (2,476 ) 184 (29 ) (80 ) — (761 )
Base metals
Nickel and other products 11,328 (8,267 ) (194 ) (200 ) (299 ) 1 2,369
Copper 4,129 (2,404 ) (33 ) (12 ) — — 1,680
Other base metals products — — 481 — — — 481
15,457 (10,671 ) 254 (212 ) (299 ) 1 4,530
Fertilizers
Potash 276 (261 ) 9 (13 ) (42 ) — (31 )
Phosphates 3,926 (3,406 ) (214 ) (36 ) (4 ) — 266
Nitrogen 661 (489 ) (29 ) (6 ) — — 137
Other fertilizers products 198 — — — — 10 208
5,061 (4,156 ) (234 ) (55 ) (46 ) 10 580
Others 272 (555 ) (362 ) (276 ) (2 ) 191 (732 )
Total 69,042 (40,226 ) (1,690 ) (783 ) (904 ) 416 25,855

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Consolidated
Nine months period ended September 30, 2015
Net operating revenue Cost of goods sold and services rendered Sales, administrative and other operating expenses Research and evaluation expenses Pre operating and operational stoppage Dividends received from associates and joint ventures Adjusted EBITDA
Ferrous minerals
Iron ore 30,102 (18,111 ) (1,665 ) (295 ) (225 ) 1 9,807
Pellets 8,916 (5,265 ) 60 (11 ) (60 ) 624 4,264
Ferroalloys and manganese 471 (409 ) (9 ) (1 ) (43 ) — 9
Other ferrous products and services 1,199 (825 ) 37 (8 ) (3 ) 25 425
40,688 (24,610 ) (1,577 ) (315 ) (331 ) 650 14,505
Coal 1,322 (1,855 ) (397 ) (59 ) (161 ) — (1,150 )
Base metals
Nickel and other products 11,285 (7,953 ) (233 ) (233 ) (1,015 ) — 1,851
Copper 3,602 (2,127 ) (35 ) (20 ) (3 ) — 1,417
Other base metals products — — 722 — — — 722
14,887 (10,080 ) 454 (253 ) (1,018 ) — 3,990
Fertilizers
Potash 326 (221 ) 14 (123 ) (52 ) — (56 )
Phosphates 4,380 (2,949 ) (75 ) (65 ) (134 ) — 1,157
Nitrogen 747 (496 ) (9 ) (6 ) (12 ) — 224
Other fertilizers products 137 — — — — — 137
5,590 (3,666 ) (70 ) (194 ) (198 ) — 1,462
Others 331 (326 ) (294 ) (322 ) (1 ) 72 (540 )
Total 62,818 (40,537 ) (1,884 ) (1,143 ) (1,709 ) 722 18,267

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Adjusted Ebitda is reconciled to net income (loss) as follows:

Three months period ended September 30 — 2016 2015 Nine months period ended September 30 — 2016 2015
Adjusted EBITDA 9,829 6,816 25,855 18,267
Depreciation, depletion and amortization (3,127 ) (3,670 ) (9,694 ) (9,709 )
Dividends received from associates and joint ventures (1 ) (71 ) (416 ) (722 )
Results on measurement or sale of non-current assets (110 ) (189 ) (338 ) 185
Operating income 6,591 2,886 15,407 8,021
Financial results, net (3,413 ) (25,847 ) 8,433 (37,901 )
Equity results in associates and joint ventures 149 (1,204 ) 1,396 (1,361 )
Others results in associates and joint ventures (106 ) — (4,105 ) 296
Income taxes (1,355 ) 17,077 (9,298 ) 19,166
Income (loss) attributable to noncontrolling interests (24 ) 425 (95 ) 721
Income (loss) attributable to Vale’s stockholders 1,842 (6,663 ) 11,738 (11,058 )

*b) Assets by segment*

Consolidated — September 30, 2016 Three months period ended September 30, 2016 Nine months period ended September 30, 2016
Product inventory Investments in associates and joint ventures Property, plant and equipment and intangible assets Additions to property, plant and equipment and intangible (i) Additions to property, plant and equipment and intangible (i)
Ferrous minerals 4,176 5,944 111,487 2,586 8,855
Coal 307 944 6,340 494 1,574
Base metals 3,706 52 81,101 595 2,465
Fertilizers 805 293 14,785 338 737
Others 8 5,675 7,306 44 104
Total 9,002 12,908 221,019 4,057 13,735

(i) Includes only cash effect .

Consolidated — December 31, 2015 Three months period ended September 30, 2015 Nine months period ended September 30, 2015
Product inventory Investments in associates and joint ventures Property, plant and equipment and intangible assets Additions to property, plant and equipment and intangible (i) Additions to property, plant and equipment and intangible (i)
Ferrous minerals 4,044 5,775 110,123 3,888 12,087
Coal 206 1,195 7,075 1,168 3,371
Base metals 4,552 66 91,849 1,302 3,199
Fertilizers 1,156 292 15,096 195 504
Others 10 4,153 7,905 63 205
Total 9,968 11,481 232,048 6,616 19,366

(i) Includes only cash effect.

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*c) Revenues by geographic area*

Consolidated
Three months period ended September 30, 2016
Ferrous minerals Coal Base metals Fertilizers Others Total
Americas, except United States and Brazil 260 — 986 37 — 1,283
United States of America 177 — 597 — — 774
Europe 2,028 180 1,448 69 — 3,725
Middle East/Africa/Oceania 1,083 43 14 — — 1,140
Japan 1,207 56 302 — — 1,565
China 8,827 53 557 — — 9,437
Asia, except Japan and China 930 198 1,083 31 2,242
Brazil 1,583 — 141 1,804 78 3,606
Net operating revenue 16,095 530 5,128 1,941 78 23,772
Consolidated
Three months period ended September 30, 2015
Ferrous minerals Coal Base metals Fertilizers Others Total
Americas, except United States and Brazil 293 44 741 68 — 1,146
United States of America 33 — 635 — 11 679
Europe 2,196 88 1,566 135 — 3,985
Middle East/Africa/Oceania 819 56 28 10 — 913
Japan 1,396 73 308 — — 1,777
China 8,545 80 627 — — 9,252
Asia, except Japan and China 808 107 799 43 — 1,757
Brazil 1,397 5 159 2,223 57 3,841
Net operating revenue 15,487 453 4,863 2,479 68 23,350
Consolidated
Nine months period ended September 30, 2016
Ferrous minerals Coal Base metals Fertilizers Others Total
Americas, except United States and Brazil 875 50 3,054 99 — 4,078
United States of America 493 — 1,887 — 14 2,394
Europe 5,996 283 4,818 246 — 11,343
Middle East/Africa/Oceania 2,720 195 62 10 — 2,987
Japan 3,260 303 762 — — 4,325
China 26,514 172 1,566 — — 28,252
Asia, except Japan and China 2,334 637 2,947 178 — 6,096
Brazil 4,420 — 361 4,528 258 9,567
Net operating revenue 46,612 1,640 15,457 5,061 272 69,042
Consolidated
Nine months period ended September 30, 2015
Ferrous minerals Coal Base metals Fertilizers Others Total
Americas, except United States and Brazil 872 57 2,628 166 — 3,723
United States of America 76 — 2,027 — 57 2,160
Europe 5,992 239 4,582 322 — 11,135
Middle East/Africa/Oceania 2,552 255 195 19 — 3,021
Japan 3,668 188 872 — — 4,728
China 20,719 118 1,599 — — 22,436
Asia, except Japan and China 2,700 409 2,288 151 — 5,548
Brazil 4,109 56 696 4,932 274 10,067
Net operating revenue 40,688 1,322 14,887 5,590 331 62,818

*4. Liabilities related to associates and joint ventures*

Refers to the provision to comply with the obligations under the agreement related to the dam failure of Samarco Mineração S.A. (“Samarco”), which is a Brazilian joint venture between Vale S.A. and BHP Billiton Brasil Ltda. (“BHPB”), as follows:

*a) Reparation agreement*

Samarco and its shareholders, Vale S.A. and BHPB, entered into an Agreement in connection with the R$20.2 billion lawsuit (“Agreement”) on March 2, 2016 with the Brazilian federal government, the two Brazilian states affected by the failure (Espírito Santo and Minas Gerais) and other governmental authorities in order to implement the programs for remediation and compensation of the areas and communities affected by Samarco’s dam failure.

The Agreement does not contemplate admission of civil, criminal or administrative liability for the Fundão dam failure.

The Agreement has a 15-year term, renewable for successive one-year periods until all the obligations under the Agreement have

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been performed.

Under the Agreement, Samarco, Vale S.A. and BHPB have agreed to establish a foundation to develop and implement social and economic remediation and compensation, to be funded by Samarco as follows: R$2.0 billion in 2016, R$1.2 billion in 2017 and R$1.2 billion in 2018. From 2019 to 2021, Samarco agreed to provide funding based on the amounts needed to implement the projects approved for the relevant year, subject to an annual minimum of R$800 and an annual maximum of R$1.6 billion. From 2022 onwards, Samarco will provide the necessary funding in order to complete remaining programs approved for each relevant year. The foundation will allocate an annual amount of R$240 over 15 years to the implementation of compensation programs, and these annual amounts are included in the annual contributions described above for the first six years. Through the end of 2018, R$500 will be provided for sewage collection and treatment and solid waste disposal under the terms of the Agreement.

To the extent that Samarco does not meet its funding obligations to the foundation, each of Vale S.A. and BHPB will provide, under the terms of the Agreement, funds to the Foundation in proportion to its 50% equity interest in Samarco.

On June 24, 2016, the Renova Foundation (“Foundation”) was constituted, under the Agreement, to develop and implement the socioeconomic and environmental´s restoration and compensation programs. The Foundation began its operations in August of 2016.

As the consequence of the dam failure, the governmental authorities ordered the suspension of Samarco’s operations.

*b) Estimates used for the provision*

The Samarco initially expected to resume its operations in the last quarter of 2016. Based on this assumption, Samarco´s cash flow projections indicated that Samarco would be able to generate all or a substantial part of the funding required under the Agreement. This assumption was supported by studies of technical solutions available, combined with the progress of the repair works on the remaining dam structures after the dam failure and the definition of the contractual scope of the remediation measures and compensation to the communities impacted by the dam failure. Consequently, no provision was recognized in the Company´s financial statements as of March 31, 2016.

However, in view of the current stage of the necessary procedures to resume operations and the uncertainties related to the licensing approval by the governmental authorities during the current year, Samarco reviewed its assumption and concluded that was unable to make a reliable estimate of how and when its operations will resume.

Therefore, the Company recognized a provision on its interim financial statements as of June 30, 2016, in the amount of R$5,560 which was discounted at a free-risk rate, resulting in R$3,733 liability, which represents its best estimate of the obligation to comply with the reparation and compensation programs under the Agreement, equivalent to the percentage of 50% entered into under the Agreement by Vale.

On August, 2016, Samarco issued non-convertible private debentures which were subscribed equally by the Company and BHPB, and the resources contributed by Vale S.A. were allocated as follows: (i) R$146 was used by Samarco in the reparation programs in accordance with the agreement, and therefore, discounted from the provision of R$3,733 mentioned above; and (ii) R$106 applied by Samarco´s to fund its working capital, and recognized in the income statement as “Others results in associates and joint ventures” in the third quarter of 2016. Funds to working capital requirements will be released on an as-needed basis by the shareholders and will be subject to achieving certain milestones, without undertaking an obligation to Samarco.

For the period ended in September 2016, the movements of the provision are as follows:

Balance at June 30, 2016 3,733
Payments (146 )
Interests 62
Balances at September 30, 2016 3,649
Current liabilities 1,069
Non-current liabilities 2,580

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At each reporting period, the Company will reassess the key assumptions used by Samarco in the preparation of the projected future cash flows and will adjust the provision, if required.

*c) Relevant information of Samarco*

Samarco disbursed R$285 and R$1,016 in the accident reparation during the three and nine months period ended September 30, 2016, respectively. Since the initial date of the accident, R$1,141 has been disbursed to comply with the obligations under the agreement .

*d) Contingencies related to Samarco accident*

(i) Public civil claim filed by the Federal Government and others

The federal government, the two Brazilian states affected by the failure (Espirito Santo and Minas Gerais) and other governmental authorities have initiated a public civil lawsuit against Samarco and its shareholders, Vale S.A. and BHPB, which the estimated value indicated by the plaintiffs in R$20.2 billion.

On May 5, 2016, the Agreement was ratified by the Federal Regional Court (TRF), 1st Region signed in March 2, 2016. In July, 2016 the Superior Court of Justice (STJ) in Brazil issued an interim order, suspending the decision of TRF, which ratified the Agreement until the final judgments of the claim.

On August 17, 2016, the TRF of the 1st Region has rejected the appeal presented by Samarco, Vale S.A. e BHPB against the interim order and overruled the judicial decision that ratified the Agreement. The decision granted by the TRF of the 1st Region, among other measures, confirmed a prior injunction that prohibited the defendants from transferring or conveying any of their interest in its Brazilian iron ore concessions, without, however, limiting their production and commercial activities.

Only the judicial decision that ratified the Agreement was suspended and, therefore, the Agreement between the parties remains valid, and the parties will continue fulfilling their obligations under the Agreement.

(ii) U.S. Securities class action suits

Vale S.A. and certain of its officers have been named as defendants in securities class action suits in Federal Court in New York brought by holders of Vale’s American Depositary Receipts under U.S. federal securities laws. The lawsuits allege that Vale S.A. made false and misleading statements or omitted to make disclosures concerning the risks and dangers of the operations of Samarco’s Fundão dam and the adequacy of related programs and procedures. The plaintiffs have not specified an amount of alleged damages in these actions. Vale S.A. intends to vigorously mount a full defense against the allegations. The litigation is at a very early stage. On March 7, 2016, the judge overseeing the securities class actions issued an order consolidating these actions and designating lead plaintiffs and counsel. On April 29, 2016, lead plaintiffs filed a Consolidated Amended Complaint that will serve as the operative complaint in the litigation. In July 2016, Vale S.A. and the individual defendants filed a motion to dismiss the Amended Complaint. In August 2016, the plaintiffs submitted their opposition to the motion to dismiss, which was replied by the defendants in September 2016. The decision on the motion to dismiss remains pending.

(iii) Public civil action filed by Federal Prosecution Office

On May 3, 2016, the Federal Prosecution Office (MPF) filed a public civil action against Samarco and its shareholders and presented several demands, including: (i) the adoption of measures for mitigating the social, economic and environmental impacts resulting from the Fundão dam failure and other emergency measures; (ii) the payment of compensation to the community; and (iii) payments for the collective moral damage. The initial action value claimed by the Federal Prosecution Office (MPF) is R$155 billion. The first conciliatory hearing was held on September 13th and a second hearing might be scheduled by the judge.

(iv) Criminal lawsuit

On October 20, 2016, the Federal Prosecutors Office (MPF) offered a criminal lawsuit to the Brazilian Federal Justice Court against Vale, BHPB, Samarco, VogBr Recursos Hídricos e Geotecnia Ltda. and 22 individuals for alleged crimes against the environment, urban planning and cultural heritage, flooding, landslide, as well as for alleged crimes against the victims of the Fundão dam failure. The MPF also requested that, if found guilty at the end of the criminal procedure, and the accused, the Judge imposes the minimum amount needed to repair the damage caused by the dam failure. So far, Vale was not serviced to present its defense.

(v) Other lawsuits

In addition, Samarco and its shareholders were named as a defendant in several other lawsuits brought by individuals, corporations and governmental entities seeking damages for material or personnel damages.

These lawsuits and petitions are at very early stages, thus it is not possible to determine a range of outcomes and/or reliable estimates of the potential exposure at this time. No contingent liability has been quantified and no provision was recognized for these other lawsuits.

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*5. Non-current assets and liabilities held for sale*

September 30, 2016 — Shipping assets Nacala December 31, 2015 — Total Nacala
Non-current assets held for sale
Accounts receivable — 37 37 13
Other current assets — 312 312 522
Property, plant and equipment and Intangible, net 1,613 13,583 15,196 15,257
Total assets 1,613 13,932 15,545 15,792
Liabilities associated with non-current assets held for sale
Suppliers and contractors — 449 449 365
Other current liabilities — 35 35 51
Total liabilities — 484 484 416
Net non-current assets held for sale 1,613 13,448 15,061 15,376

*a) Shipping assets*

In June 2016, Vale approved a plan to dispose its fleet of ships. As a consequence, the referenced assets were reclassified to non-current assets held for sale and a loss of R$202 was recorded in the income statement as “Results on measurement or sale of non-current assets”.

*b) Coal - Nacala logistic corridor (“Nacala”)*

See note 6.

*6. Acquisitions and divestitures*

*2016*

*Coal assets -* In December 2014, the Company signed an agreement with Mitsui & Co., Ltd. (“Mitsui”) to sell 50% of its stake in the Nacala corridor and 15% of Vale´s stake in Vale Moçambique. After completion of the transaction, Vale will indirectly own 81% of the Moatize mine and approximately 50% of Nacala Assets, sharing control with Mitsui and therefore will not consolidate the assets, liabilities and results of Nacala Corridor. On that date, the assets and liabilities related to Nacala were classified as non-current assets held for sale with no impact in the income statement.

In September 2016, the Company reviewed the terms related to this transaction, in which Mitsui agreed to contribute up to US$450 (R$1,450), being: (i) US$255 (R$822) for a 15% of Vale’s stake in the Moatize coal mine; and (ii) an additional contribution of up to US$195 (R$629) based on meeting certain conditions, including mine performance. Mitsui will also contribute US$348 (R$1,122) for a 50% stake in the equity and quasi-equity instruments of the Nacala and extend a long-term facility of US$165 (R$532).

As at September 2016, completion of the transaction remains subject to successful completion of the Project Finance and certain government approvals.

*Shipping assets — In June 2016, the Company concluded the sale of three vessels VLOC’s of 400,000 tons for the consortium led by ICBC International* (ICBC) and recognized a loss of R$26 in the income statement as “Results on measurement or sales of non-current assets”. For this transaction, Vale received cash proceeds of R$863 in the third quarter of 2016.

*Thyssenkrupp Companhia Siderúrgica do Atlântico Ltd (“CSA”) —* In April 2016, the Company sold 100% of its interest at CSA (26.87%) for a non-significant amount. The transaction resulted in R$266 loss on recycling the “Cumulative translation adjustments” recognized in the income statement as “Others results in associates and joint ventures”.

*Minas da Serra Geral S.A. (“MSG”) —* In March 2016, the Company completed the purchase option on additional 50% participation at MSG which was owned by JFE Steel Corporation (“JFE”) in the amount of R$65. Vale now holds 100% of MSG’s total stockholder’s equity.

*2015*

*Energy generation assets —* In December 2013, the Company signed agreements with CEMIG Geração e Transmissão S.A. (“CEMIG GT”) to incorporate two joint ventures, Aliança Norte Participações S.A. and Aliança Geração de Energia S.A and exchange of assets and shares. The transaction was completed in the first quarter of 2015, in which Vale received cash proceeds of R$306 and recognized a gain of R$55 as “Others results in associates and joint ventures” and a gain of R$546 as “Results on measurement or sales of non-current assets”.

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*7. Cash and cash equivalents*

Consolidated — September 30, 2016 December 31, 2015
Cash and bank deposits 9,482 7,881
Short-term investments 7,946 6,141
17,428 14,022

Cash and cash equivalents includes cash, immediately redeemable deposits and short-term investments with an insignificant risk of change in value. They are readily convertible to cash, part in R$, indexed to the Brazilian Interbank Interest rate (“DI Rate”or”CDI”) and part denominated in US$, mainly time deposits.

*8. Accounts receivable*

Consolidated — September 30, 2016 December 31, 2015
Trade receivables 8,509 5,988
Provision for doubtful debts (210 ) (225 )
8,299 5,763
Trade receivables related to the steel sector - % 74.66 % 75.32 %
Consolidated
Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Provision for doubtful debts recorded in the income statement (1 ) (39 ) 1 (44 )
Trade receivables write-offs recorded in the income statement (7 ) 4 (16 ) (16 )

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

*9. Inventories*

Consolidated — September 30, 2016 December 31, 2015
Product inventory 9,978 11,991
Impairment of product inventory (976 ) (2,023 )
9,002 9,968
Consumable inventory 3,657 3,807
Total 12,659 13,775

Product inventories by segments are presented in note 3(b).

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*10. Investments in associates and joint ventures*

Changes in investments in associates and joint ventures are as follows:

Consolidated — 2016 2015
Balance at June 30, 12,721 13,057
Additions 31 22
Disposals (14 ) —
Translation adjustment 7 482
Equity results in income statement 149 (1,204 )
Dividends declared 0 (30 )
Others 14 (7 )
Balance at September 30, 12,908 12,320
Consolidated — 2016 2015
Balance at January 1st 11,481 10,978
Acquisitions — 1,819
Additions 856 76
Disposals (14 ) 241
Translation adjustment (360 ) 732
Equity results in income statement 1,396 (1,361 )
Dividends declared (419 ) (253 )
Transfer to held for sale — (15 )
Others (32 ) 103
Balance at September 30, 12,908 12,320

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*Investments in associates and joint ventures (continued)*

Consolidated
Equity results in Income statement Dividends received
% % voting Investments in associates and joint ventures Three months period ended Nine months period ended Three months period ended Nine months period ended
ownership capital September 30, 2016 December 31, 2015 2016 2015 2016 2015 2016 2015 2016 2015
Joint ventures
Aliança Geração de Energia S.A. (i) 55.00 55.00 1,910 1,876 34 24 112 83 — 56 79 56
Aliança Norte Energia Participações S.A. (i) 51.00 51.00 463 316 7 (2 ) (5 ) 3 — — — —
California Steel Industries, Inc. 50.00 50.00 576 613 54 (27 ) 67 (68 ) — — — —
Companhia Coreano-Brasileira de Pelotização 50.00 50.00 216 242 8 28 41 59 — — 45 33
Companhia Hispano-Brasileira de Pelotização (i) 50.89 51.00 206 222 13 19 35 37 — — 65 44
Companhia Ítalo-Brasileira de Pelotização (i) 50.90 51.00 232 194 16 24 38 51 — — 33 36
Companhia Nipo-Brasileira de Pelotização (i) 51.00 51.11 362 406 30 40 62 112 — — 71 51
Companhia Siderúrgica do Pecém 50.00 50.00 2,227 879 (171 ) (865 ) 646 (1,060 ) — — — —
MRS Logística S.A. 48.16 46.75 1,612 1,436 55 28 174 98 — — — —
Samarco Mineração S.A. (ii) 50.00 50.00 — — — (395 ) — (532 ) — — 459
Others 99 142 29 18 26 16 1 1 1 2
7,903 6,326 75 (1,108 ) 1,196 (1,201 ) 1 57 294 681
Associates
Henan Longyu Energy Resources Co., Ltd. 25.00 25.00 944 1,194 3 (36 ) (32 ) (28 ) — — — —
Mineração Rio Grande do Norte S.A. 40.00 40.00 427 364 27 38 152 66 — 12 111 12
Teal Minerals Inc. 50.00 50.00 — — (11 ) (32 ) (11 ) (96 ) — — —
Thyssenkrupp Companhia Siderúrgica do Atlântico Ltd. (iii) — — — — — (104 ) — (199 ) — — —
VLI S.A. 37.60 37.60 3,145 3,038 51 45 106 104 — — 25
Zhuhai YPM Pellet Co. 25.00 25.00 73 92 — — — 1 — —
Others 416 467 4 (7 ) (15 ) (8 ) — 2 11 4
5,005 5,155 74 (96 ) 200 (160 ) — 14 122 41
Total of joint ventures and associates 12,908 11,481 149 (1,204 ) 1,396 (1,361 ) 1 71 416 722

(i) Although the Company held majority of the voting capital, the entities are accounted under equity method due to shareholders agreements.

(ii) Note 4.

(iii) Note 6

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*11. Intangibles*

Changes in intangibles are as follows:

Consolidated — Goodwill Concessions Right of use Software Total
Balance at June 30, 2016 10,333 10,026 448 1,383 22,190
Additions — 670 — 18 688
Disposals — (11 ) — — (11 )
Amortization — (335 ) (2 ) (127 ) (464 )
Translation adjustment 26 155 2 3 186
Balance at September 30, 2016 10,359 10,505 448 1,277 22,589
Cost 10,359 14,205 708 5,100 30,372
Accumulated amortization — (3,700 ) (260 ) (3,823 ) (7,783 )
10,359 10,505 448 1,277 22,589
Consolidated — Goodwill Concessions Right of use Software Total
Balance at June 30, 2015 10,746 6,659 789 1,475 19,669
Additions — 499 — 99 598
Amortization — (120 ) (37 ) (127 ) (284 )
Translation adjustment 1,785 — 133 — 1,918
Balance at September 30, 2015 12,531 7,038 885 1,447 21,901
Cost 12,531 10,581 1,890 3,967 28,969
Accumulated amortization — (3,543 ) (1,005 ) (2,520 ) (7,068 )
12,531 7,038 885 1,447 21,901
Consolidated — Goodwill Concessions Right of use Software Total
Balance at December 31, 2015 11,544 7,084 811 1,350 20,789
Additions — 3,646 3 38 3,687
Disposals — (29 ) — (1 ) (30 )
Amortization — (606 ) (7 ) (413 ) (1,026 )
Translation adjustment (1,185 ) 140 (96 ) 15 (1,126 )
Transfers — 270 (263 ) 288 295
Balance at September 30, 2016 10,359 10,505 448 1,277 22,589
Cost 10,359 14,205 708 5,100 30,372
Accumulated amortization — (3,700 ) (260 ) (3,823 ) (7,783 )
10,359 10,505 448 1,277 22,589
Consolidated — Goodwill Concessions Right of use Software Total
Balance at December 31, 2014 9,987 5,876 789 1,462 18,114
Additions — 1,572 — 365 1,937
Disposals — (49 ) — — (49 )
Amortization — (361 ) (100 ) (380 ) (841 )
Translation adjustment 2,442 — 196 — 2,638
Acquisition of subsidiary 102 — — — 102
Balance at September 30, 2015 12,531 7,038 885 1,447 21,901
Cost 12,531 10,581 1,890 3,967 28,969
Accumulated amortization — (3,543 ) (1,005 ) (2,520 ) (7,068 )
12,531 7,038 885 1,447 21,901

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*12. Property, plant and equipment*

Changes in property, plant and equipment are as follows:

Consolidated — Land Building Facilities Equipment Mineral properties Others Constructions in progress Total
Balance at June 30, 2016 2,860 33,126 29,630 25,623 35,843 21,978 46,605 195,665
Additions (i) — — — — — — 4,079 4,079
Disposals (1 ) (3 ) (8 ) (49 ) (397 ) (6 ) (1 ) (465 )
Depreciation and amortization — (463 ) (591 ) (692 ) (603 ) (467 ) — (2,816 )
Translation adjustment 7 82 85 100 100 43 63 480
Assets retirement obligations — — — — 1,487 — — 1,487
Transfers 75 2,288 1,140 893 90 531 (5,017 ) —
Balance at September 30, 2016 2,941 35,030 30,256 25,875 36,520 22,079 45,729 198,430
Cost 2,941 53,845 49,370 46,013 62,030 34,227 45,729 294,155
Accumulated depreciation — (18,815 ) (19,114 ) (20,138 ) (25,510 ) (12,148 ) — (95,725 )
2,941 35,030 30,256 25,875 36,520 22,079 45,729 198,430
Consolidated — Land Building Facilities Equipment Mineral properties Others Constructions in progress Total
Balance at June 30, 2015 3,098 37,430 31,296 29,100 40,777 32,046 47,397 221,144
Additions (i) — — — — — — 9,170 9,170
Disposals — — (104 ) (45 ) — (2,061 ) (21 ) (2,231 )
Depreciation and amortization — (444 ) (546 ) (849 ) (621 ) (622 ) — (3,082 )
Translation adjustment 179 3,528 1,881 3,589 4,611 4,413 3,039 21,240
Transfers (194 ) 1,608 3,302 453 702 1,992 (7,863 ) —
Transfers to non-current assets held for sale — — — — (505 ) — — (505 )
Balance at September 30, 2015 3,083 42,122 35,829 32,248 44,964 35,768 51,722 245,736
Cost 3,083 53,171 52,494 50,360 67,213 49,831 51,722 327,874
Accumulated depreciation — (11,049 ) (16,665 ) (18,112 ) (22,249 ) (14,063 ) — (82,138 )
3,083 42,122 35,829 32,248 44,964 35,768 51,722 245,736
Consolidated — Land Building Facilities Equipment Mineral properties Others Constructions in progress Total
Balance at December 31, 2015 2,989 35,538 32,378 28,532 40,234 28,135 43,453 211,259
Additions (i) — — — — — — 11,043 11,043
Disposals (1 ) (5 ) (11 ) (97 ) (409 ) (1,214 ) (74 ) (1,811 )
Depreciation and amortization — (1,311 ) (1,660 ) (2,355 ) (2,091 ) (1,609 ) — (9,026 )
Translation adjustment (130 ) (3,558 ) (2,125 ) (2,682 ) (3,778 ) (1,376 ) 809 (12,840 )
Assets retirement obligations — — — — 1,694 — — 1,694
Transfers 83 4,365 1,674 2,477 870 (262 ) (9,502 ) (295 )
Transfers to non-current assets held for sale — — — — — (1,595 ) — (1,595 )
Acquisition of subsidiary — 1 — — — — — 1
Balance at September 30, 2016 2,941 35,030 30,256 25,875 36,520 22,079 45,729 198,430
Cost 2,941 53,845 49,370 46,013 62,030 34,227 45,729 294,155
Accumulated depreciation — (18,815 ) (19,114 ) (20,138 ) (25,510 ) (12,148 ) — (95,725 )
2,941 35,030 30,256 25,875 36,520 22,079 45,729 198,430
Consolidated — Land Building Facilities Equipment Mineral properties Others Constructions in progress Total
Balance at December 31, 2014 2,839 30,955 28,721 24,669 39,654 29,095 51,574 207,507
Additions (i) — — — — — — 20,445 20,445
Disposals — (14 ) (126 ) (105 ) (434 ) (3,653 ) (26 ) (4,358 )
Depreciation and amortization — (1,267 ) (1,713 ) (2,556 ) (1,992 ) (1,747 ) — (9,275 )
Translation adjustment 252 4,307 2,620 5,191 7,489 5,930 5,816 31,605
Transfers (8 ) 8,141 6,327 5,048 752 5,827 (26,087 ) —
Transfers to non-current assets held for sale — — — — (505 ) — — (505 )
Acquisition of subsidiary — — — 1 — 316 — 317
Balance at September 30, 2015 3,083 42,122 35,829 32,248 44,964 35,768 51,722 245,736
Cost 3,083 53,171 52,494 50,360 67,213 49,831 51,722 327,874
Accumulated depreciation — (11,049 ) (16,665 ) (18,112 ) (22,249 ) (14,063 ) — (82,138 )
3,083 42,122 35,829 32,248 44,964 35,768 51,722 245,736

(i) Includes capitalized borrowing costs, see cash flow.

There are no material changes to the net book value of consolidated property, plant and equipment pledged to secure judicial claims and loans and borrowings (note 13(d)) compared to those disclosed in the financial statements as at December 31, 2015.

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*13. Loans and borrowings*

*a) Total debt*

Consolidated — Current liabilities Non-current liabilities
September 30, 2016 December 31, 2015 September 30, 2016 December 31, 2015
Debt contracts in the international markets
Floating rates in:
US$ 1,247 943 22,965 20,203
Fixed rates in:
US$ 1,331 4,651 42,494 50,463
EUR — — 5,473 6,376
Other currencies 50 56 698 659
Accrued charges 907 1,274 — —
3,535 6,924 71,630 77,701
Debt contracts in Brazil
Floating rates in:
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 1,198 827 18,375 18,388
Basket of currencies and US$ indexed to LIBOR 1,079 1,133 4,056 5,239
Fixed rates in:
R$ 246 246 858 1,047
Accrued charges 1,022 658 91 503
3,545 2,864 23,380 25,177
7,080 9,788 95,010 102,878

The future flows of debt payments (principal and interest) per nature of funding are as follows:

Consolidated — Bank loans (i) Capital markets (i) Development agencies (i) Debt principal (i) Estimated future payments of interest(ii)
2016 16 — 682 698 5,366
2017 2,039 — 3,275 5,314 5,545
2018 6,661 2,737 3,795 13,193 5,191
2019 3,220 3,246 4,353 10,819 4,483
2020 11,018 4,347 2,944 18,309 3,944
2021 1,188 4,356 2,863 8,407 3,253
Between 2022 and 2025 3,977 10,859 3,405 18,241 8,469
2026 onwards 286 24,310 493 25,089 19,058
28,405 49,855 21,810 100,070 55,309

(i) Does not include accrued charges.

(ii) Consists of estimated future payments of interest, calculated based on interest rate curves and foreign exchange rates applicable as at September 30, 2016 and considering that all amortization payments and payments at maturity on loans and borrowings will be made on their contracted payments dates. The amount includes the estimated values of future interest payments (not yet accrued), in addition to interest already recognized in the financial statements.

At September 30, 2016, the average annual interest rates by currency are as follows:

Loans and borrowings in Consolidated — Average interest rate (i) Total debt
US$ 4.55 % 73,952
R$ (ii) 11.15 % 21,759
EUR (iii) 4.06 % 5,629
Other currencies 3.50 % 750
102,090

(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the last renegotiated rate at September 30, 2016.

(ii) R$ denominated debt that bears interest at IPCA, CDI, TR or TJLP, plus spread. For a total of R$14,877, the Company entered into derivative transactions to mitigate the exposure to the cash flow variations of the floating rate debt denominated in R$, resulting in an average cost of 2.19% per year in US$.

(iii) Eurobonds, for which the Company entered into derivatives to mitigate the exposure to the cash flow variations of the debt denominated in EUR, resulting in an average cost of 4.29% per year in US$.

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*b) Credit and financing lines*

Type Contractual — currency Date of agreement Period of the — agreement Available amount — Total amount September 30, 2016
Credit lines
Revolving credit facilities US$ May 2015 5 years 9,739 3,895
Revolving credit facilities US$ July 2013 5 years 6,492 5,843
Financing lines
BNDES (i) R$ April 2008 10 years 7,300 897
BNDES - CLN 150 R$ September 2012 10 years 3,883 20
BNDES - S11D e S11D Logística R$ May 2014 10 years 6,163 2,247

(i) Memorandum of understanding signature date, however term is considered from the signature date of each contract amendment. This credit line supported or supports the Usina VIII, Onça Puma, Salobo I and II and capital expenditure of Itabira projects.

*c) Funding*

During 2016, the Company drew down part of its revolving credit facilities of which R$6,493 is outstanding at September 30, 2016.

In June and August 2016, the Company issued through its wholly owned subsidiary Vale Overseas Limited the guaranteed notes due 2021 and 2026 totaling US$2,250 (R$7,304). These notes bear a coupon of 5.875% and 6.250% per year, respectively, payable semi-annually, and were sold at a price of 100.000% of the principal amount.

*d) Guarantees*

As at September 30, 2016 and December 31, 2015, loans and borrowings are secured by property, plant and equipment and receivables in the amount of R$1,522 and R$1,937, respectively .

The securities issued through Vale’s 100%-owned finance subsidiary Vale Overseas Limited are fully and unconditionally guaranteed by Vale.

*e) Covenants*

Some of the Company’s debt agreements with lenders contain financial covenants. The main covenants in those agreements require maintaining certain ratios, such as debt to EBITDA (Earnings before Interest Taxes, Depreciation and Amortization) and interest coverage. The Company has not identified any instances of noncompliance as at September 30, 2016 and December 31, 2015.

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*14. Litigation*

*a) Provision for litigation*

Vale is party to labor, civil, tax and other ongoing lawsuits, at administrative and court levels. Provisions for losses resulting from lawsuits are estimated and updated by the Company, based on analysis from the Company’s legal consultants. Changes in provision for litigation are as follows:

Consolidated — Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance at June 30, 2016 740 359 1,784 84 2,967
Additions 24 95 238 — 357
Reversals (5 ) (106 ) (129 ) (15 ) (255 )
Payments (7 ) (9 ) (76 ) — (92 )
Indexation and interest (5 ) (21 ) 48 (3 ) 19
Translation adjustment (12 ) — — — (12 )
Balance at September 30, 2016 735 318 1,865 66 2,984
Consolidated — Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance at June 30, 2015 1,003 405 1,939 212 3,559
Additions 46 30 204 1 281
Reversals (4 ) (36 ) (246 ) (1 ) (287 )
Payments (28 ) (126 ) (16 ) (30 ) (200 )
Indexation and interest 27 17 (85 ) 24 (17 )
Translation adjustment 39 1 — 34 74
Balance at September 30, 2015 1,083 291 1,796 240 3,410
Consolidated — Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance at December 31, 2015 1,052 309 1,771 78 3,210
Additions 75 299 638 18 1,030
Reversals (67 ) (187 ) (300 ) (29 ) (583 )
Payments (363 ) (171 ) (320 ) — (854 )
Indexation and interest 28 68 76 (2 ) 168
Translation adjustment 10 — — 1 13
Balance at September 30, 2016 735 318 1,865 66 2,984
Consolidated — Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance at December 31, 2014 972 311 1,876 246 3,405
Additions 490 172 419 1 1,082
Reversals (520 ) (126 ) (367 ) (2 ) (1,015 )
Payments (22 ) (123 ) (64 ) (66 ) (275 )
Indexation and interest 79 56 (68 ) 8 75
Translation adjustment 84 1 — 53 138
Balance at September 30, 2015 1,083 291 1,796 240 3,410

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*b) Contingent liabilities*

Contingent liabilities of administrative and judicial claims, with expectation of loss classified as possible, and for which the recognition of a provision is not considered necessary by the Company, based on legal advice are as follows:

Consolidated — September 30, 2016 December 31, 2015
Tax litigation 25,648 20,796
Civil litigation 5,196 5,214
Labor litigation 8,749 7,288
Environmental litigation 5,992 5,393
Total 45,585 38,691

*i - Tax litigation* - Our most significant tax-related contingent liabilities result from disputes related to (i) the deductibility of our payments of social security contributions on the net income (CSLL) from our taxable income, (ii) challenges of certain tax credits we deducted from our PIS and COFINS payments, (iii) assessments of CFEM (royalties), and (iv) charges of value-added tax on services and circulation of goods (ICMS), especially relating to certain tax credits we claimed from the sale and transmission of energy, ICMS charges in connection with the transfer of iron ore between different Brazilian states, ICMS charges on our own transportation costs and challenges to other tax credits we claimed. The changes reported in the period resulted from interest and inflation adjustments in the amounts in dispute.

*ii - Civil litigation -* Most of those claims have been filed by suppliers for indemnification under construction contracts, primarily relating to certain alleged damages, payments and contractual penalties. A number of other claims related to contractual disputes regarding inflation index.

*iii - Labor litigation -* Represents individual claims by employees and service providers, primarily involving demands for additional compensation for overtime work, time spent commuting or health and safety conditions; and the Brazilian federal social security administration (“INSS”) regarding contributions on compensation programs based on profits.

*iv - Environmental litigation -* The most significant claims concern alleged procedural deficiencies in licensing processes, non-compliance with existing environmental licenses or damage to the environment.

*c) Judicial deposits*

In addition to the provisions and contingent liabilities, the Company is required by law to make judicial deposits to secure a potential adverse outcome of certain lawsuits. These court-ordered deposits are monetarily adjusted and reported as non-current assets until a judicial decision to draw the deposit occurs.

Consolidated — September 30, 2016 December 31, 2015
Tax litigation 869 822
Civil litigation 225 399
Labor litigation 2,322 2,163
Environmental litigation 69 61
Total 3,485 3,445

*d) Others*

In the third quarter of 2015, the Company filed an enforceable action in the amount of R$524 referring to the final court decision in favor of the Company of the accrued interest of compulsory deposits from 1987 to 1993. Currently it is not possible to estimate the economic benefit inflow as the counterparty can appeal on the calculation. Consequently, the asset was not recognized in the financial statements.

For contingencies related to Samarco Mineração S.A., see note 4.

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*15. Income taxes*

*a) Deferred income tax*

Changes in deferred tax are as follows:

Consolidated — Assets Liabilities Total
Balance at June 30, 2016 23,396 5,581 17,815
Effect in income statement (861 ) 313 (1,174 )
Translation adjustment 215 160 55
Transfers between asset and liabilities (589 ) (589 ) —
Other comprehensive income 73 (25 ) 98
Balance at September 30, 2016 22,234 5,440 16,794
Consolidated — Assets Liabilities Total
Balance at June 30, 2015 13,341 9,585 3,756
Effect in income statement 17,461 31 17,430
Translation adjustment 868 1,849 (981 )
Other comprehensive income 40 40 —
Balance at September 30, 2015 31,710 11,505 20,205
Consolidated — Assets Liabilities Total
Balance at December 31, 2015 30,867 6,520 24,347
Effect in income statement (6,312 ) 99 (6,411 )
Translation adjustment (1,898 ) (886 ) (1,012 )
Transfers between asset and liabilities (14 ) (14 ) —
Other comprehensive income (409 ) (279 ) (130 )
Balance at September 30, 2016 22,234 5,440 16,794
Consolidated — Assets Liabilities Total
Balance at December 31, 2014 10,560 8,874 1,686
Effect in income statement 19,796 (131 ) 19,927
Translation adjustment 1,292 2,733 (1,441 )
Acquisition of subsidiary (31 ) — (31 )
Other comprehensive income 93 29 64
Balance at September 30, 2015 31,710 11,505 20,205

*b) Income tax reconciliation*

The total amount presented as income taxes in the income statement is reconciled to the rate established by law, as follows :

Consolidated
Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Net income (loss) before income taxes 3,221 (24,165 ) 21,131 (30,945 )
Income taxes at statutory rates - 34% (1,095 ) 8,216 (7,185 ) 10,521
Adjustments that affect the basis of taxes:
Income tax benefit from interest on stockholders’ equity — — — 1,054
Tax incentives 269 42 616 117
Equity results 24 (410 ) 455 (463 )
Additions(reversals) of tax loss carry forward 221 11,174 (346 ) 11,174
Unrecognized tax losses of the period (551 ) (1,302 ) (1,842 ) (1,807 )
Others results in associates and joint ventures (36 ) — (1,305 ) —
Others (187 ) (643 ) 309 (1,430 )
Income taxes (1,355 ) 17,077 (9,298 ) 19,166

*c) Income taxes - Settlement program (“REFIS”)*

In 2013, the Company elected to participate in the REFIS, a federal tax settlement program, to settle most of the claims related to the collection of income tax and social contribution on equity gains of foreign subsidiaries and affiliates from 2003 to 2012.

At September 30, 2016, the balance of R$17,614 (R$1,458 as current and R$16,156 as non-current) is due in 145 remaining monthly installments, bearing interest at the SELIC rate.

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*16. Employee postretirement obligations*

*Reconciliation of assets and liabilities recognized in the balance sheet*

Consolidated
September 30, 2016 December 31, 2015
Overfunded pension plans Underfunded pension plans Others benefits Overfunded pension plans Underfunded pension plans Others benefits
Balance at beginning of the period 3,754 — — 3,455 — —
Interest income 404 — — 427 — —
Changes in asset ceiling and onerous liability 1,906 — — (128 ) — —
Balance at end of the period 6,064 — — 3,754 — —
Amount recognized in the balance sheet
Present value of actuarial liabilities (9,962 ) (13,958 ) (4,491 ) (9,659 ) (14,407 ) (4,773 )
Fair value of assets 16,026 11,353 — 13,413 12,083 —
Effect of the asset ceiling (6,064 ) — — (3,754 ) — —
Liabilities — (2,605 ) (4,491 ) — (2,324 ) (4,773 )
Current liabilities — (64 ) (171 ) — (67 ) (199 )
Non-current liabilities — (2,541 ) (4,320 ) — (2,257 ) (4,574 )
Liabilities — (2,605 ) (4,491 ) — (2,324 ) (4,773 )

*17. Financial instruments classification*

Consolidated
September 30, 2016 December 31, 2015
Financial assets Loans and receivables or amortized cost At fair value through net income Total Loans and receivables or amortized cost At fair value through net income Derivatives designated as hedge accounting Total
Current
Cash and cash equivalents 17,428 — 17,428 14,022 — — 14,022
Financial investments 372 — 372 109 — — 109
Derivative financial instruments — 458 458 — 474 — 474
Accounts receivable 8,299 — 8,299 5,763 — — 5,763
Related parties 215 — 215 273 — — 273
26,314 458 26,772 20,167 474 — 20,641
Non-current
Derivative financial instruments — 1,635 1,635 — 363 — 363
Loans 592 — 592 732 — — 732
Related parties 62 — 62 5 — — 5
654 1,635 2,289 737 363 — 1,100
Total of financial assets 26,968 2,093 29,061 20,904 837 — 21,741
Financial liabilities
Current
Suppliers and contractors 12,177 — 12,177 13,140 — — 13,140
Derivative financial instruments — 2,816 2,816 — 7,909 198 8,107
Loans and borrowings 7,080 — 7,080 9,788 — — 9,788
Related parties 1,811 — 1,811 1,856 — — 1,856
21,068 2,816 23,884 24,784 7,909 198 32,891
Non-current
Derivative financial instruments — 3,789 3,789 — 5,581 — 5,581
Loans and borrowings 95,010 — 95,010 102,878 — — 102,878
Related parties 445 — 445 830 — — 830
Participative stockholders’ debentures — 2,137 2,137 — 1,336 — 1,336
Others (i) — 817 817 — 551 — 551
95,455 6,743 102,198 103,708 7,468 — 111,176
Total of financial liabilities 116,523 9,559 126,082 128,492 15,377 198 144,067

(i) See note 18(a).

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*18. Fair value estimate*

*a) Assets and liabilities measured and recognized at fair value:*

Consolidated
September 30, 2016 December 31, 2015
Level 2 Level 3 Total Level 2 Level 3 Total
Financial assets
Derivative financial instruments 1,025 1,068 2,093 837 — 837
Total 1,025 1,068 2,093 837 — 837
Financial liabilities
Derivative financial instruments 5,803 802 6,605 13,688 — 13,688
Participative stockholders’ debentures 2,137 — 2,137 1,336 — 1,336
Others (minimum return instrument) — 817 817 — 551 551
Total 7,940 1,619 9,559 15,024 551 15,575

There are no changes in the methods and techniques of evaluation of instruments above compared to disclosed in the financial statements as at December 31, 2015.

*b) Fair value of financial instruments not measured at fair value*

The fair values and carrying amounts of loans (net of interest) are as follows:

Financial liabilities Consolidated — Balance Fair value Level 1 Level 2
September 30, 2016
Debt principal 100,070 96,702 46,384 50,318
December 31, 2015
Debt principal 110,231 102,434 48,017 54,417

*19. Derivative financial instruments*

*a) Derivatives effects on balance sheet*

Consolidated
Assets
September 30, 2016 December 31, 2015
Current Non-current Current Non-current
Derivatives not designated as hedge accounting
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap 426 — 269 —
IPCA swap 23 241 7 64
Pré-dolar swap 6 52 — —
455 293 276 64
Commodities price risk
Nickel 3 17 198 41
3 17 198 41
Others — 1,325 — 258
— 1,325 — 258
Total 458 1,635 474 363

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Consolidated
Liabilities
September 30, 2016 December 31, 2015
Current Non-current Current Non-current
Derivatives not designated as hedge accounting
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap 2,138 2,532 3,119 4,419
IPCA swap 62 245 82 393
Eurobonds swap 19 79 572 111
Euro forward 24 — — —
Pre dollar swap 65 115 364 280
2,308 2,971 4,137 5,203
Commodities price risk
Nickel 7 11 153 42
Bunker oil 501 — 3,609 —
508 11 3,762 42
Others — 807 — 336
— 807 — 336
Derivatives designated as cash flow hedge accounting
Bunker oil — — 198 —
Foreign exchange — — 10 —
— — 208 —
Total 2,816 3,789 8,107 5,581

*b) Effects of derivatives on the income statement, cash flow and other comprehensive income*

Consolidated
Three months period ended September 30
Gain (loss) recognized in the income statement Financial settlement inflows(outflows) Gain(loss) recognized in other comprehensive income
2016 2015 2016 2015 2016 2015
Derivatives not designated as hedge accounting
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap (182 ) (3,174 ) 16 (5 ) — —
IPCA swap 3 (396 ) (83 ) — — —
Eurobonds swap 28 (46 ) — — — —
Euro forward 15 — — — — —
Pre dollar swap (26 ) (690 ) (3 ) (11 ) — —
(162 ) (4,306 ) (70 ) (16 ) — —
Commodities price risk
Nickel (8 ) (69 ) (9 ) (77 ) — —
Bunker oil (25 ) (1,821 ) (540 ) (117 ) — —
(33 ) (1,890 ) (549 ) (194 ) — —
Others 62 (169 ) — — — —
62 (169 ) — — — —
Derivatives designated as cash flow hedge accounting
Bunker oil — (459 ) — (375 ) — 96
Foreign exchange — (37 ) — (37 ) — 17
— (496 ) — (412 ) — 113
Total (133 ) (6,861 ) (619 ) (622 ) — 113

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Consolidated
Nine months period ended September 30
Gain (loss) recognized in the income statement Financial settlement inflows(outflows) Gain(loss) recognized in other comprehensive income
2016 2015 2016 2015 2016 2015
Derivatives not designated as hedge accounting
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap 2,621 (5,533 ) (322 ) (883 ) — —
IPCA swap 244 (546 ) (78 ) 19 — —
Eurobonds swap (2 ) (386 ) (524 ) (38 ) — —
Euro forward (27 ) — — — — —
Pre dollar swap 218 (925 ) (304 ) (21 ) — —
3,054 (7,390 ) (1,228 ) (923 ) — —
Commodities price risk
Nickel (151 ) (125 ) (113 ) (157 ) — —
Bunker oil 441 (1,737 ) (2,277 ) (499 ) — —
290 (1,862 ) (2,390 ) (656 ) — —
Others 532 (390 ) — — — —
532 (390 ) — — — —
Derivatives designated as cash flow hedge accounting
Bunker oil — (950 ) (203 ) (1,021 ) — 928
Foreign exchange (10 ) (109 ) (10 ) (109 ) 10 45
(10 ) (1,059 ) (213 ) (1,130 ) 10 973
Total 3,866 (10,701 ) (3,831 ) (2,709 ) 10 973

During 2015, the Company implemented bunker oil purchase cash flows protection program and recognized as cost of goods sold and services rendered and financial expense the amounts of R$459 and R$6,402 for the three months period ended on September 30, 2015, respectively, and the amounts of R$950 and R$9,751 for the nine months period ended on September 30, 2015, respectively. In 2016, all derivatives impacts were charged to financial results.

The maturity dates of the derivative financial instruments are as follows:

Last maturity dates
Currencies and interest rates July 2023
Bunker oil December 2016
Nickel September 2018
Others December 2027

*Additional information about derivatives financial instruments*

The risk of the derivatives portfolio is measured using the delta-Normal parametric approach, and 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 estimate considers a 95% confidence level for a one-business day time horizon.

There was no cash amount deposited as margin call regarding derivative positions on September 30, 2016. The derivative positions described in this document did not have initial costs associated.

The following tables detail the derivatives positions for Vale and its controlled companies as of September 30, 2016, with the following information: notional amount, fair value including credit risk, gains or losses in the period, value at risk and the fair value breakdown by year of maturity.

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*a) Foreign exchange and interest rates derivative positions*

*(i) Protection programs for the R$ denominated debt instruments*

In order to reduce cash flow volatility, swap transactions were implemented to convert into US$ the cash flows from certain debt instruments denominated in R$ with interest rates linked mainly to CDI, TJLP and IPCA. In those swaps, Vale pays fixed or floating rates in US$ and receives payments in R$ linked to the interest rates of the protected debt instruments.

The swap transactions were negotiated over-the-counter and the protected items are the cash flows from debt instruments linked to R$. These programs transform into US$ the obligations linked to R$ to achieve a currency offset in the Company’s cash flows, by matching its receivables - mainly linked to US$ - with its payables.

Financial settlement
Notional Fair value Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2016 December 31, 2015 Index Average rate September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016 2017 2018 2019+
CDI vs. US$ fixed rate swap (1,884 ) (3,059 ) 368 167 (1,362 ) 81 (603 ) —
Receivable R$ 6,289 R$ 5,239 CDI 106.78 %
Payable US$ 2,563 US$ 2,288 Fix 3.46 %
TJLP vs. US$ fixed rate swap (2,178 ) (3,965 ) (664 ) 225 (44 ) (714 ) (354 ) (1,067 )
Receivable R$ 4,559 R$ 5,484 TJLP + 1.33 %
Payable US$ 2,126 US$ 2,611 Fix 1.72 %
TJLP vs. US$ floating rate swap (182 ) (245 ) (5 ) 16 (2 ) (11 ) (14 ) (155 )
Receivable R$ 253 R$ 267 TJLP + 0.92 %
Payable US$ 147 US$ 156 Libor + -1.21 %
R$ fixed rate vs. US$ fixed rate swap (122 ) (644 ) (266 ) 74 (50 ) (14 ) 38 (96 )
Receivable R$ 1,107 R$ 1,356 Fix 7.43 %
Payable US$ 383 US$ 528 Fix -0.79 %
IPCA vs. US$ fixed rate swap (191 ) (411 ) 4 37 — 21 17 (229 )
Receivable R$ 1,000 R$ 1,000 IPCA + 6.55 %
Payable US$ 434 US$ 434 Fix 3.98 %
IPCA vs. CDI swap 148 6 (93 ) 1 — (60 ) (30 ) 238
Receivable R$ 1,350 R$ 1,350 IPCA + 6.62 %
Payable US$ 1,350 US$ 1,350 CDI 98.58 %

*(ii) Protection program for EUR denominated debt instruments*

In order to reduce the cash flow volatility, swap and forward transactions were implemented to convert into US$ the cash flows from certain debt instruments issued in Euros by Vale. In those swaps, Vale receives fixed rates in EUR and pays fixed rates in US$. And in those forwards only the principal amount of the debt is converted from EUR to US$.

The swap and forward transactions were negotiated over-the-counter and the protected items are the cash flows from debt instruments linked to EUR. The financial settlement inflows/outflows are offset by the protected items’ losses/gains due to EUR/US$ exchange rate.

Financial settlement
Notional Fair value Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2016 December 31, 2015 Index Average rate September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016 2017 2018 2019+
EUR fixed rate vs. US$ fixed rate swap (98 ) (683 ) (494 ) 38 — (18 ) (16 ) (63 )
Receivable € 500 € 1,000 Fix 3.75 %
Payable US$ 613 US$ 1,302 Fix 4.29 %
Notional Bought / Average rate Fair value Financial settlement — Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2016 December 31, 2015 Sold (USD/EUR) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016 2017
Forward € 500 — B 1.143 (24 ) — — 19.9 — (24 )

*(iii) Foreign exchange hedging program for disbursements in CAD*

In order to reduce the cash flow volatility, forward transactions were implemented to mitigate the foreign exchange exposure that arises from the currency mismatch between revenues denominated in US$ and disbursements denominated in CAD.

The forward transactions were negotiated over-the-counter and the protected item is part of the CAD denominated disbursements. The financial settlement inflows/outflows are offset by the protected items’ losses/gains due to CAD/US$ exchange rate. This program is classified under the hedge accounting requirements, and it was settled in the first quarter.

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Notional Bought / Average rate Fair value Financial settlement — Inflows (Outflows) Value at Risk Fair value — by year
Flow September 30, 2016 December 31, 2015 Sold (CAD / USD) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016
Forward — CAD 10 B 1.028 — (10 ) — — —

*b) Commodities derivative positions*

*(i) Bunker Oil purchase cash flows protection program*

In order to partially reduce the impact of bunker oil price fluctuation on maritime 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.

The derivative transactions were negotiated over-the-counter and the protected item is part of the Vale’s costs linked to bunker oil prices. The financial settlement inflows/outflows are offset by the protected items’ losses/gains due to bunker oil prices changes.

Notional (ton) Bought / Average strike Fair value Financial Settlement — Inflows (Outflows) Value at Risk Fair value — by year
Flow September 30, 2016 December 31, 2015 Sold (US$/ton) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016
Bunker Oil protection
Forwards 352,500 1,867,500 B 511 (286 ) (2,252 ) (1,604 ) 15 (286 )
Call options 540,000 2,041,500 B 380 0.6 0.1 — 0.4 0.6
Put options 540,000 2,041,500 S 300 (87 ) (1,158 ) (607 ) 17 (87 )
Total (373 ) (3,410 ) (373 )

As at September 30, 2016 and December 31, 2015, excludes R$128 and R$397, respectively, of transactions in which the financial settlement occurs subsequently of the closing month.

*(ii) Protection programs for base metals raw materials and products*

In the operational protection program for nickel sales at fixed prices, derivatives transactions were implemented to convert into floating prices the contracts with clients that required a fixed price, in order to keep nickel revenues exposed to nickel price fluctuations. Those operations are usually implemented through the purchase of nickel forwards.

In the operational protection program for the purchase of raw materials and products, derivatives transactions were implemented, usually through the sale of nickel and copper forward or futures, in order to reduce the mismatch between the pricing period of purchases (concentrate, cathode, sinter, scrap and others) and the pricing period of the final product sales to the clients.

The derivative transactions are negotiated at London Metal Exchange or over-the-counter and the protected item is part of Vale’s revenues and costs linked to nickel and copper prices. The financial settlement inflows/outflows are offset by the protected items’ losses/gains due to nickel and copper prices changes.

Financial Settlement
Notional (ton) Bought / Average strike Fair value Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2016 December 31, 2015 Sold (US$/ton) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016 2017 2018
Fixed prices sales protection
Nickel forwards 12,923 16,917 B 10,272 13 (180 ) (105 ) 14 (3 ) 7 9
Raw materials purchase protection
Nickel forwards 153 118 S 9,890 (0.3 ) 0.4 (0.4 ) 0.2 (0.3 ) — —
Copper forwards 1,262 385 S 4,873 (0.0 ) 0.4 0.3 0.2 (0.0 ) — —
Total (0.4 ) 0.7 (0.4 ) — —

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*c) Silver Wheaton Corp. warrants*

The company owns warrants of Silver Wheaton Corp. (SLW), a Canadian company with stocks negotiated in Toronto Stock Exchange and New York Stock Exchange. Such warrants configure American call options and were received as part of the payment regarding the sale of part of gold payable flows produced as a sub product from Salobo copper mine and some nickel mines in Sudbury.

Notional (quantity) Bought / Average strike Fair value Financial Settlement — Inflows (Outflows) Value at Risk Fair value — by year
Flow September 30, 2016 December 31, 2015 Sold (US$/share) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2023
Call options 10,000,000 10,000,000 B 44 258 28 — 25 258

*d) Call options from debentures*

The company has debentures in which lenders have call options of a specified quantity of Ferrovia Norte Sul S.A. ordinary shares, later changed to VLI S.A. shares. The call option’s strike price is given by the debentures’ remaining notional in each exercise date.

Notional (quantity) Bought / Average strike Fair value Financial Settlement — Inflows (Outflows) Value at Risk Fair value — by year
Flow September 30, 2016 December 31, 2015 Sold (R$/share) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2027
Call options 140,239 140,239 S 8,570 (121 ) (152 ) — 7 (121 )

*e) Options related to Minerações Brasileiras Reunidas S.A. (“MBR”) shares*

The Company entered into a contract that has options related to MBR shares. Under certain restrict and contingent conditions, which are beyond the buyer’s control, such as illegality due to changes in the law, the contract has a clause that gives the buyer the right to sell back its stake to the Company. It this case, the Company could settle through cash or shares. On the other hand, the Company has the right to buy back this non-controlling interest in the subsidiary.

Notional (quantity, in millions) Bought / Average strike Fair value Financial Settlement — Inflows (Outflows) Value at Risk Fair value — by year
Flow September 30, 2016 December 31, 2015 Sold (R$/ação) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016+
Options 2,139 2,139 B/S 1.9 388 57 — 39 388

*f) Embedded derivatives in commercial contracts*

The Company has some 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) Bought / Average strike Fair value Financial Settlement — Inflows (Outflows) Value at Risk Fair value — by year
Flow September 30, 2016 December 31, 2015 Sold (US$/ton) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016
Nickel Forward 5,538 3,877 S 10,236 0.9 11.7 0.9
Copper Forward 4,527 5,939 S 4,768 0.9 7.7 0.9
Total 1.8 19.4 — 7.3 1.8

The Company has also a natural gas purchase agreement in which there´s a clause that defines that a premium can be charged if the Company’s pellet sales prices trade above a pre-defined level. This clause is considered an embedded derivative.

Financial Settlement
Notional (volume/month) Bought / Average strike Fair value Inflows (Outflows) Value at Risk Fair value by year
Flow September 30, 2016 December 31, 2015 Sold (US$/ton) September 30, 2016 December 31, 2015 September 30, 2016 September 30, 2016 2016 2017 2018+
Call options 746,667 746,667 S 179 (5.6 ) — — 3.6 (0.0 ) (0.1 ) (5.6 )

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*g) Sensitivity analysis of derivative financial instruments*

The following tables present the potential value of the instruments given hypothetical stress scenarios for the main market risk factors that impact the derivatives positions. The scenarios were defined as follows:

  • Scenario I : fair value calculation considering market prices as of September 30, 2016

  • Scenario II : fair value estimated considering a 25% deterioration in the associated risk variables

  • Scenario III : fair value estimated considering a 50% deterioration in the associated risk variables

Instrument Instrument’s main risk events Scenario I Scenario II Scenario III
CDI vs. US$ fixed rate swap R$ depreciation (1,885 ) (4,009 ) (6,134 )
US$ interest rate inside Brazil decrease (1,885 ) (1,910 ) (1,935 )
Brazilian interest rate increase (1,885 ) (1,890 ) (1,895 )
Protected item: R$ denominated debt R$ depreciation n.a. — —
TJLP vs. US$ fixed rate swap R$ depreciation (2,178 ) (3,873 ) (5,567 )
US$ interest rate inside Brazil decrease (2,178 ) (2,258 ) (2,341 )
Brazilian interest rate increase (2,178 ) (2,377 ) (2,559 )
TJLP interest rate decrease (2,178 ) (2,318 ) (2,461 )
Protected item: R$ denominated debt R$ depreciation n.a. — —
TJLP vs. US$ floating rate swap R$ depreciation (182 ) (293 ) (403 )
US$ interest rate inside Brazil decrease (182 ) (190 ) (198 )
Brazilian interest rate increase (182 ) (196 ) (209 )
TJLP interest rate decrease (182 ) (192 ) (202 )
Protected item: R$ denominated debt R$ depreciation n.a. — —
R$ fixed rate vs. US$ fixed rate swap R$ depreciation (122 ) (448 ) (774 )
US$ interest rate inside Brazil decrease (122 ) (159 ) (199 )
Brazilian interest rate increase (122 ) (219 ) (303 )
Protected item: R$ denominated debt R$ depreciation n.a. — —
IPCA vs. US$ fixed rate swap R$ depreciation (190 ) (573 ) (956 )
US$ interest rate inside Brazil decrease (190 ) (213 ) (236 )
Brazilian interest rate increase (190 ) (286 ) (371 )
IPCA index decrease (190 ) (238 ) (285 )
Protected item: R$ denominated debt R$ depreciation n.a. — —
IPCA vs. CDI swap Brazilian interest rate increase 148 (4 ) (136 )
IPCA index decrease 148 70 (4 )
Protected item: R$ denominated debt linked to IPCA IPCA index decrease n.a. (70 ) 4
EUR fixed rate vs. US$ fixed rate swap EUR depreciation (97 ) (673 ) (1,250 )
Euribor increase (97 ) (107 ) (116 )
US$ Libor decrease (97 ) (139 ) (182 )
Protected item: EUR denominated debt EUR depreciation n.a. 673 1,250
EUR Forward EUR depreciation (24 ) (480 ) (936 )
Euribor increase (24 ) (25 ) (26 )
US$ Libor decrease (24 ) (26 ) (28 )
Protected item: EUR denominated debt EUR depreciation n.a. 480 936

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Instrument Instrument’s main risk events Scenario I Scenario II Scenario III
Bunker Oil protection
Forwards and options Bunker Oil price decrease (373 ) (550 ) (735 )
Protected item: Part of costs linked to bunker oil prices Bunker Oil price decrease n.a. 550 735
Nickel sales fixed price protection
Forwards Nickel price decrease 13 (98 ) (208 )
Protected item: Part of nickel revenues with fixed prices Nickel price fluctuation n.a. 98 208
Purchase protection program
Nickel forwards Nickel price increase (0.3 ) (1.7 ) (3.0 )
Protected item: Part of costs linked to nickel prices Nickel price increase n.a. 1.7 3.0
Copper forwards Copper price increase (0.0 ) (2.0 ) (4.0 )
Protected item: Part of costs linked to copper prices Copper price increase n.a. 2.0 4.0
SLW warrants SLW stock price decrease 258 142 49
VLI call options VLI stock value increase (121 ) (183 ) (257 )
Options regarding non-controlling interest in subsidiary Subsidiary stock value decrease 388 66 (161 )
Instrument Main risks Scenario I Scenario II Scenario III
Embedded derivatives - Raw material purchase (nickel) Nickel price increase 1 (45 ) (91 )
Embedded derivatives - Raw material purchase (copper) Copper price increase 1 (16 ) (34 )
Embedded derivatives - Gas purchase Pellet price increase (2 ) (7 ) (16 )

*h) Financial counterparties’ ratings*

The transactions of derivative instruments, cash and cash equivalents as well as investments are held with financial institutions whose exposure limits are periodically reviewed and approved by the delegated authority. The financial institutions credit risk is performed through a methodology that considers, among other information, ratings provided by international rating agencies.

The table below presents the ratings in foreign currency published by agencies Moody’s and S&P regarding the main financial institutions that we had outstanding positions as of September 30, 2016.

Long term ratings by counterparty Moody’s S&P
ANZ Australia and New Zealand Banking Aa2 AA-
Banco Bradesco Ba3 BB
Banco de Credito del Peru Baa1 BBB
Banco do Brasil Ba3 BB
Banco do Nordeste Ba3 BB
Banco Safra Ba3 BB
Banco Santander Ba3 BB
Banco Votorantim Ba3 BB
Bank of America Baa1 BBB+
Bank of Nova Scotia Aa3 A+
Bank of Tokyo Mitsubishi UFJ A1 A
Banpara Ba3 BB-
Barclays Baa3 BBB
BBVA A3 BBB+
BNP Paribas A1 A
BTG Pactual Ba3 BB-
Caixa Economica Federal Ba3 BB
Citigroup Baa1 BBB+
Credit Agricole A1 A
Deutsche Bank A3 BBB+
Goldman Sachs A3 BBB+
HSBC A1 A
Intesa Sanpaolo Spa A3 BBB-
Itau Unibanco Ba3 BB
JP Morgan Chase & Co A3 A-
Macquarie Group Ltd A3 BBB
Morgan Stanley A3 BBB+
National Australia Bank NAB Aa2 AA-
Royal Bank of Canada Aa3 AA-
Societe Generale A2 A
Standard Bank Group Baa3 —
Standard Chartered A1 BBB+

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*i) Market curves*

The curves used on the pricing of derivatives instruments were developed based on data from BM&F, Central Bank of Brazil, London Metals Exchange and Bloomberg.

*(i) Products*

*Nickel*

Maturity Price (US$/ton) Maturity Price (US$/ton) Maturity Price (US$/ton)
SPOT 10,460 MAR17 10,617 SEP17 10,683
OCT16 10,544 APR17 10,627 SEP18 10,798
NOV16 10,560 MAY17 10,640 SEP19 10,882
DEC16 10,578 JUN17 10,650 SEP20 10,964
JAN17 10,593 JUL17 10,662
FEB17 10,605 AUG17 10,673

*Copper*

Maturity Price (US$/lb) Maturity Price (US$/lb) Maturity Price (US$/lb)
SPOT 2.21 MAR17 2.21 SEP17 2.22
OCT16 2.20 APR17 2.22 SEP18 2.23
NOV16 2.21 MAY17 2.22 SEP19 2.25
DEC16 2.21 JUN17 2.22 SEP20 2.26
JAN17 2.21 JUL17 2.22
FEB17 2.21 AUG17 2.22

*Bunker Oil*

Maturity Price (US$/ton) Maturity Price (US$/ton) Maturity Price (US$/ton)
SPOT 256 MAR17 262 SEP17 267
OCT16 259 APR17 263 SEP18 280
NOV16 262 MAY17 264 SEP19 293
DEC16 262 JUN17 264 SEP20 308
JAN17 262 JUL17 265
FEB17 261 AUG17 266

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*(ii) Foreign exchange and interest rates*

*US$-Brazil Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
11/01/16 1.61 09/01/17 2.00 01/02/20 2.86
12/01/16 1.74 10/02/17 2.05 04/01/20 2.98
01/02/17 1.78 01/02/18 2.17 07/01/20 3.07
02/01/17 1.81 04/02/18 2.25 10/01/20 3.18
03/01/17 1.82 07/02/18 2.36 01/04/21 3.28
04/03/17 1.83 10/01/18 2.42 04/01/21 3.34
05/02/17 1.86 01/02/19 2.54 07/01/21 3.43
06/01/17 1.92 04/01/19 2.62 10/01/21 3.52
07/03/17 1.93 07/01/19 2.68 01/03/22 3.57
08/01/17 1.99 10/01/19 2.72 01/02/23 3.87

*US$ Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
1M 0.53 6M 0.91 11M 0.94
2M 0.65 7M 0.92 12M 0.94
3M 0.85 8M 0.93 2Y 1.02
4M 0.88 9M 0.93 3Y 1.08
5M 0.90 10M 0.94 4Y 1.15

*TJLP*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
11/01/16 7.50 09/01/17 7.50 01/02/20 7.50
12/01/16 7.50 10/02/17 7.50 04/01/20 7.50
01/02/17 7.50 01/02/18 7.50 07/01/20 7.50
02/01/17 7.50 04/02/18 7.50 10/01/20 7.50
03/01/17 7.50 07/02/18 7.50 01/04/21 7.50
04/03/17 7.50 10/01/18 7.50 04/01/21 7.50
05/02/17 7.50 01/02/19 7.50 07/01/21 7.50
06/01/17 7.50 04/01/19 7.50 10/01/21 7.50
07/03/17 7.50 07/01/19 7.50 01/03/22 7.50
08/01/17 7.50 10/01/19 7.50 01/02/23 7.50

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*BRL Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
11/01/16 14.03 09/01/17 12.58 01/02/20 11.58
12/01/16 13.93 10/02/17 12.48 04/01/20 11.60
01/02/17 13.77 01/02/18 12.19 07/01/20 11.61
02/01/17 13.60 04/02/18 12.01 10/01/20 11.59
03/01/17 13.48 07/02/18 11.85 01/04/21 11.58
04/03/17 13.32 10/01/18 11.73 04/01/21 11.59
05/02/17 13.16 01/02/19 11.63 07/01/21 11.59
06/01/17 13.00 04/01/19 11.59 10/01/21 11.60
07/03/17 12.88 07/01/19 11.57 01/03/22 11.60
08/01/17 12.72 10/01/19 11.58 01/02/23 11.68

*Implicit Inflation (IPCA)*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
11/01/16 7.40 09/01/17 6.04 01/02/20 5.27
12/01/16 7.32 10/02/17 5.95 04/01/20 5.29
01/02/17 7.16 01/02/18 5.75 07/01/20 5.30
02/01/17 7.00 04/02/18 5.63 10/01/20 5.29
03/01/17 6.89 07/02/18 5.50 01/04/21 5.28
04/03/17 6.74 10/01/18 5.41 04/01/21 5.29
05/02/17 6.59 01/02/19 5.32 07/01/21 5.30
06/01/17 6.43 04/01/19 5.28 10/01/21 5.31
07/03/17 6.32 07/01/19 5.26 01/03/22 5.32
08/01/17 6.17 10/01/19 5.27 01/02/23 5.43

*EUR Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
1M -0.38 6M -0.11 11M -0.01
2M -0.35 7M -0.08 12M 0.00
3M -0.32 8M -0.05 2Y -0.22
4M -0.21 9M -0.04 3Y -0.21
5M -0.15 10M -0.02 4Y -0.19

*CAD Interest Rate*

Maturity Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)
1M 0.88 6M 1.01 11M 0.10
2M 0.89 7M 0.74 12M 0.01
3M 0.90 8M 0.51 2Y 0.88
4M 0.96 9M 0.34 3Y 0.91
5M 1.00 10M 0.21 4Y 0.95

*Currencies - Ending rates*

CAD/US$ 0.7623 US$/BRL 3.2462 EUR/US$ 1.1222

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*20. Stockholders’ equity*

*a) Share capital*

At September 30, 2016 and December 31, 2015, the share capital was R$77,300 corresponding to 5,244,316,120 shares issued and fully paid without par value.

September 30, 2016 — 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 792,920,634 640,657,142 1,433,577,776
FMP - FGTS 75,083,246 — 75,083,246
PIBB - BNDES 742,578 993,751 1,736,329
BNDESPar 206,378,882 66,185,272 272,564,154
Foreign institutional investors in local market 273,953,175 746,942,370 1,020,895,545
Institutional investors 76,600,716 128,382,435 204,983,151
Retail investors in Brazil 43,538,724 364,220,944 407,759,668
Shares outstanding 3,185,653,000 1,967,721,926 5,153,374,926
Shares in treasury 31,535,402 59,405,792 90,941,194
Total issued shares 3,217,188,402 2,027,127,718 5,244,316,120
Amounts per class of shares (in millions) 47,421 29,879 77,300
Total authorized shares 3,600,000,000 7,200,000,000 10,800,000,000

*b) Basic and diluted earnings per share*

Basic and diluted earnings per share are as follows:

Three months period ended September 30 — 2016 2015 Nine months period ended September 30 — 2016 2015
Net income (loss) attributable to Vale’s stockholders 1,842 (6,663 ) 11,738 (11,058 )
Basic and diluted earnings per share:
Income (loss) available to preferred stockholders 703 (2,544 ) 4,482 (4,222 )
Income (loss) available to common stockholders 1,139 (4,119 ) 7,256 (6,836 )
Total 1,842 (6,663 ) 11,738 (11,058 )
Thousands of shares
Weighted average number of shares outstanding - preferred shares 1,967,722 1,967,722 1,967,722 1,967,722
Weighted average number of shares outstanding - common shares 3,185,653 3,185,653 3,185,653 3,185,653
Total 5,153,375 5,153,375 5,153,375 5,153,375
Basic and diluted earnings (loss) per share
Preferred share 0.36 (1.29 ) 2.28 (2.15 )
Common share 0.36 (1.29 ) 2.28 (2.15 )

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*21. Costs and expenses by nature*

*a) Cost of goods sold and services rendered*

Consolidated — Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Personnel 1,887 2,043 5,924 5,505
Materials and services 3,301 3,426 10,424 9,248
Fuel oil and gas 1,097 1,113 3,396 3,085
Maintenance 2,394 2,213 7,079 6,252
Energy 699 500 2,004 1,443
Acquisition of products 430 464 1,267 1,931
Depreciation and depletion 2,918 3,077 9,114 8,444
Freight 2,000 3,275 6,052 8,181
Others 1,356 1,914 4,080 4,892
Total 16,082 18,025 49,340 48,981
Cost of goods sold 15,643 17,617 48,074 47,727
Cost of services rendered 439 408 1,266 1,254
Total 16,082 18,025 49,340 48,981

*b) Selling and administrative expenses*

Consolidated — Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Personnel 199 196 601 658
Services (consulting, infrastructure and others) 62 94 186 252
Advertising and publicity 7 14 17 30
Depreciation and amortization 118 112 323 297
Travel expenses 7 9 21 26
Taxes and rents 12 11 37 40
Others 90 22 268 198
Total 495 458 1,453 1,501

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

Consolidated
Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Provision for litigation 102 (6 ) 447 67
Provision for loss with VAT credits (ICMS) 89 188 135 458
Provision for profit sharing program 64 5 92 59
Provision (reversals) for disposal of materials and inventories 13 61 (339 ) 343
Gold stream transaction (481 ) — (481 ) (722 )
Others 37 174 670 661
Total (176 ) 422 524 866

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*22. Financial result*

Consolidated
Three months period ended September 30 Nine months period ended September 30
2016 2015 2016 2015
Financial expenses
Loans and borrowings gross interest (1,514 ) (1,526 ) (4,711 ) (3,891 )
Capitalized loans and borrowing costs 556 688 1,995 1,789
Labor, tax and civil lawsuits (13 ) 26 (95 ) (122 )
Derivative financial instruments (329 ) (6,402 ) (1,132 ) (10,718 )
Indexation and exchange rate variation (a) (1,977 ) (27,233 ) (9,881 ) (45,067 )
Participative stockholders’ debentures (155 ) 245 (918 ) 2,073
Expenses of REFIS (466 ) (486 ) (1,368 ) (1,333 )
Others (737 ) (207 ) (1,849 ) (1,106 )
(4,635 ) (34,895 ) (17,959 ) (58,375 )
Financial income
Short-term investments 20 188 279 326
Derivative financial instruments 196 — 4,998 967
Indexation and exchange rate variation (b) 911 8,710 20,925 18,907
Others 95 150 190 274
1,222 9,048 26,392 20,474
Financial results, net (3,413 ) (25,847 ) 8,433 (37,901 )
Summary of indexation and exchange rate variation
Loans and borrowings (1,034 ) (24,473 ) 18,067 (36,828 )
Others (32 ) 5,950 (7,023 ) 10,668
Net (a) + (b) (1,066 ) (18,523 ) 11,044 (26,160 )

*23. Deferred revenue - Gold stream*

In August 2016, the Company entered into an amendment to the original agreement with Silver Wheaton Corp. (“SLW”) to sell an additional 25% premium of the payable gold stream in copper concentrate from the Salobo copper mine for the life of the mine. In this transaction, the Company received: (i) an initial cash payment of R$2.568 (US$800); (ii) an option value with a reduction of the exercise price, from R$211.00 (US$65.00) to R$142.00 (US$43.75), of the 10 million warrants of SLW held by Vale since 2013 and maturing in 2023; and (iii) future cash payments for each ounce of gold delivered to SLW under the agreement, equal to the lesser of US$400 per oz (plus a 1% annual adjustment from 2019 onwards) and the prevailing market price.

Vale may also receive an additional cash payment contingent on its decision to expand its capacity to process Salobo copper ores to more than 28 Mtpy before 2036. Salobo I and Salobo II, which are ramping up, will have a total capacity to process 24 Mtpy of run-of-mine (ROM). The contingent additional cash payment could range from US$113 to US$953 depending on ore grade, timing and size of the expansion.

This transaction was bifurcated into two identifiable components (i) the sale of the mineral rights which resulted in R$481 (US$150) gain in the income statement under “Other operating income (expenses), net” and, (ii) R$1.762 (US$549) recorded as deferred revenue (liability) related to the services for gold extraction on the portion in which Vale operates as an agent for SLW gold extraction.

After the completion of this transaction SLW holds 75% of the payable gold stream in copper concentrated from the Salobo mine and 70% of the gold extracted during the next 20 years as a by-product of the Sudbury nickel mines. During the three months period ended September 30, 2016 and 2015, the Company recognized R$187 and R$79, respectively, and during the nine months period ended September 30, 2016 and 2015, R$493 and R$225, respectively, in income statement related to rendered services of the original and amended transactions.

Defining the gain on sale of mineral interest and the deferred revenue portion of the transaction required 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 copper and gold based on relative prices;

  • Expected margin for the independent elements (sale of mineral rights and service for gold extraction) based on Company’s best estimate.

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*24. Commitments*

*a) Base metals operations*

In December 2015, the put option related to the dilution of Sumic Nickel Netherland B.V. (“Sumic”) interest in Vale Nouvelle-Calédonie S.A.S. (“VNC”) was automatically triggered.

In March 2016, Vale Canada Limited purchased the equity interest held by Sumic in VNC for R$ 480 (US$135).

*b) Participative stockholders’ debentures*

At October 3rd, 2016 (subsequently event), the company has paid the semiannual remuneration to stockholders debentures the amount of R$164.

*c) Operating lease and purchase obligations*

The future payment commitments for operating lease and purchase obligations are as follows:

2016 130
2017 197
2018 206
2019 177
2020 and thereafter 186
Total minimum payments required 896

*d) Guarantees provided*

As of September 30, 2016, corporate guarantees provided by Vale (within the limit of its direct or indirect interest) for the companies Norte Energia S.A. and Companhia Siderúrgica do Pecém S.A. totaled R$1,149 and R$4,385 respectively.

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*25. Related part ies*

Transactions with related parties are made by the Company at arm´s-length, observing the price and usual market conditions and therefore do not generate any undue benefit to their counterparties or loss to the Company.

In the normal course of operations, Vale enters into contracts with related parties (associates, joint ventures and stockholders), related to the sale and purchase of products and services, loans, derivatives, leasing of assets, sale of raw material and railway transportation services.

The balances of these related party transactions and their effects on the financial statements are as follows:

Assets
Consolidated
September 30, 2016 December 31, 2015
Cash and cash equivalents Derivative financial instruments Accounts receivable Related parties Cash and cash equivalents Derivative financial instruments Accounts receivable Related parties
Banco Bradesco S.A. 1,740 711 — — 144 258 — —
Banco do Brasil S.A. 503 101 — — 1,544 62 — —
Baovale Mineração S.A. — — — — — — — 4
Companhia Coreano-Brasileira de Pelotização — — — 45 — — — 22
Companhia Hispano-Brasileira de Pelotização — — 7 — — — 3 14
Companhia Ítalo-Brasileira de Pelotização — — — — — — — 33
Companhia Nipo-Brasileira de Pelotização — — — 71 — — — 35
Companhia Siderúrgica do Atlântico — — — 52 — — — —
Companhia Siderúrgica do Pecem — — 187 — — — — —
Consórcio de Rebocadores da Baia de São Marcos — — 32 — — — 60 —
Ferrovia Norte Sul S.A. — — 5 — — — 12 —
Mitsui & Co., Ltd. — — 10 — — — 5 —
MRS Logística S.A. — — — 61 — — — 65
VLI Multimodal S.A. — — 15 — — — 36 —
VLI Operações Portuárias S.A. — — 6 — — — 99 —
VLI S.A. — — 6 38 — — — 39
Others — — 77 10 — — 91 66
Total 2,243 812 345 277 1,688 320 306 278

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Liabilities
Consolidated
September 30, 2016 December 31, 2015
Others liabilities Derivative financial instruments Related parties Loans and borrowings Others liabilities Derivative financial instruments Related parties Loans and borrowings
Aliança Geração de Energia S.A. 38 — 155 — 43 — — —
Banco Bradesco S.A. — 1,526 — 19 212 800 — 1,445
Banco do Brasil S.A. — 678 — 9,365 — 976 — 10,250
Baovale Mineração S.A. 70 — — — 29 — — —
BNDES — 123 — 14,520 — 152 — 15,877
BNDES Participações S.A. — — — 1,428 — — — 1,449
Companhia Coreano-Brasileira de Pelotização 149 — 97 — 15 — 273 —
Companhia Hispano-Brasileira de Pelotização 82 — 100 — 143 — 26 —
Companhia Ítalo-Brasileira de Pelotização 106 — 162 — 12 — 252 —
Companhia Nipo-Brasileira de Pelotização 300 — 197 — 34 — 436 —
Consórcio de Rebocadores Baia da São Marcos — — — — 30 — — —
Ferrovia Centro Atlântica S.A. — — 268 — — — 266 —
Mitsui & Co., Ltd. 42 — — — 41 — —
MRS Logística S.A. 43 — — — 91 — — —
Sumic Nickel Netherland B.V. — — 1,144 — — — 1,374 —
VLI S.A. 2 — 109 — — — — —
Others 95 — 24 — 93 — 59 —
Total 927 2,327 2,256 25,332 743 1,928 2,686 29,021
Consolidated
Three months period ended September 30
2016 2015
Net operating revenue Costs and expenses Financial result Net operating revenue Costs and expenses Financial result
Aliança Geração de Energia S.A. — (105 ) — 22 — —
Banco Bradesco S.A. (i) — — (807 ) — — (294 )
Banco do Brasil S.A. (i) — — (793 ) — — (460 )
Baovale Mineração S.A. — (13 ) — — (2 ) —
BNDES (i) — — (529 ) — — (381 )
BNDES Participações S.A. (i) — — (73 ) — — (30 )
Companhia Coreano-Brasileira de Pelotização — (21 ) (17 ) — (84 ) —
Companhia Hispano-Brasileira de Pelotização — (37 ) (11 ) — (58 ) —
Companhia Ítalo-Brasileira de Pelotização — (42 ) (19 ) — (73 ) —
Companhia Nipo-Brasileira de Pelotização — (88 ) (29 ) — (86 ) —
Companhia Siderúrgica do Pecem 192 — — — — —
Ferrovia Centro Atlântica S.A. 35 (31 ) (4 ) 47 (32 ) (2 )
Ferrovia Norte Sul S.A. 11 — — — — —
Mitsui & Co., Ltd. 133 — — 146 — —
MRS Logística S.A. — (433 ) — — (386 ) —
Samarco Mineração S.A. — — — 70 — —
VLI Multimodal S.A. 30 — — — — —
VLI Operações Portuárias S.A. 100 (24 ) — 112 — —
VLI S.A. 109 — — 141 — —
Others 7 (27 ) 7 39 (22 ) 13
Total 617 (821 ) (2,275 ) 577 (743 ) (1,154 )

(i) Does not include exchange rate variation

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Consolidated
Nine months period ended September 30
2016 2015
Net operating revenue Costs and expenses Financial result Net operating revenue Costs and expenses Financial result
Aliança Geração de Energia S.A. — (334 ) — 22 — —
Banco Bradesco S.A. (i) — — (380 ) — — (462 )
Banco do Brasil S.A. (i) — — (1,091 ) — — (828 )
Baovale Mineração S.A. — (43 ) — — (62 ) —
BNDES (i) — — (1,057 ) — — (489 )
BNDES Participações S.A. (i) — — (146 ) — — (62 )
Companhia Coreano-Brasileira de Pelotização — (152 ) (17 ) — (187 ) —
Companhia Hispano-Brasileira de Pelotização — (108 ) (11 ) — (121 ) —
Companhia Ítalo-Brasileira de Pelotização — (123 ) (19 ) — (156 ) —
Companhia Nipo-Brasileira de Pelotização — (285 ) (29 ) — (236 ) —
Companhia Siderúrgica do Atlântico — (21 ) — — — —
Companhia Siderúrgica do Pecem 308 — — — — —
Ferrovia Centro Atlântica S.A. 104 (75 ) (5 ) 120 (94 ) (4 )
Ferrovia Norte Sul S.A. 50 — — — — —
Mitsui & Co., Ltd. 359 — — 471 — —
MRS Logística S.A. — (1,161 ) — — (1,161 ) —
Samarco Mineração S.A. — — — 336 — —
VLI Multimodal S.A. 30 — — — — —
VLI Operações Portuárias S.A. 348 (35 ) — 112 — —
VLI S.A. 327 — — 528 — —
Others 48 (94 ) 1 139 (92 ) 19
Total 1,574 (2,431 ) (2,754 ) 1,728 (2,109 ) (1,826 )

(i) Does not include exchange rate variation

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*26. Select notes to Parent Company information (individual interim informa tion)*

*(a) Investments*

Parent company — 2016 2015
Balance at January 1st 127,517 128,615
Acquisitions — 1,818
Additions 1,638 5,109
Disposals — (4,000 )
Translation adjustment (13,504 ) 35,215
Equity results in income statement 5,970 (4,720 )
Equity results in statement of comprehensive income (683 ) 177
Dividends declared (524 ) (355 )
Transfer to held for sale — (30 )
Others 8 132
Balance at September 30, 120,422 161,961

*(b) Intangible*

Parent company — Concessions Right of use Software Total
Balance at December 31, 2015 7,084 123 1,350 8,557
Additions (i) 3,643 — 36 3,679
Disposals (29 ) — — (29 )
Amortization (405 ) (5 ) (362 ) (772 )
Balance at September 30, 2016 10,293 118 1,024 11,435
Cost 13,773 223 4,033 18,029
Accumulated amortization (3,480 ) (105 ) (3,009 ) (6,594 )
10,293 118 1,024 11,435
Parent company — Concessions Right of use Software Total
Balance at December 31, 2014 5,876 129 1,462 7,467
Additions 1,572 — 365 1,937
Disposals (49 ) — — (49 )
Amortization (361 ) (6 ) (380 ) (747 )
Balance at September 30, 2015 7,038 123 1,447 8,608
Cost 10,581 223 3,967 14,771
Accumulated amortization (3,543 ) (100 ) (2,520 ) (6,163 )
7,038 123 1,447 8,608

(i) Refers mainly duplication the Carajás Railroad.

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*(c) Property, plant and equipment*

Parent company — Land Building Facilities Equipment Mineral properties Others Constructions in progress Total
Balance at December 31, 2015 1,672 19,546 19,379 8,371 4,215 14,203 29,501 96,887
Additions (i) — — — — — — 6,288 6,288
Disposals — (1 ) (9 ) (64 ) — (37 ) (30 ) (141 )
Depreciation and amortization — (467 ) (723 ) (817 ) (152 ) (934 ) — (3,093 )
Assets retirement obligations — — — — 159 — — 159
Transfers 9 1,808 759 960 (46 ) 226 (3,721 ) (5 )
Balance at September 30, 2016 1,681 20,886 19,406 8,450 4,176 13,458 32,038 100,095
Cost 1,681 24,044 25,796 14,103 5,575 21,049 32,038 124,286
Accumulated depreciation — (3,158 ) (6,390 ) (5,653 ) (1,399 ) (7,591 ) — (24,191 )
1,681 20,886 19,406 8,450 4,176 13,458 32,038 100,095
Parent company — Land Building Facilities Equipment Mineral properties Others Constructions in progress Total
Balance at December 31, 2014 1,452 13,364 17,337 7,097 4,396 9,820 33,855 87,321
Additions (i) — — — — — — 9,614 9,614
Disposals — (10 ) (8 ) (92 ) — (36 ) — (146 )
Depreciation and amortization — (371 ) (656 ) (722 ) (259 ) (856 ) — (2,864 )
Transfers 236 4,530 2,452 1,682 543 4,053 (13,496 ) —
Balance at September 30, 2015 1,688 17,513 19,125 7,965 4,680 12,981 29,973 93,925
Cost 1,688 20,085 24,712 12,690 5,794 19,852 29,973 114,794
Accumulated depreciation — (2,572 ) (5,587 ) (4,725 ) (1,114 ) (6,871 ) — (20,869 )
1,688 17,513 19,125 7,965 4,680 12,981 29,973 93,925

(i) Includes capitalized borrowing costs, see cash flow.

*(d) Loans and borrowings*

Parent company — Current liabilities Non-current liabilities
September 30, 2016 December 31, 2015 September 30, 2016 December 31, 2015
Debt contracts in the international markets
Floating rates in:
US$ 447 567 15,060 16,829
Fixed rates in:
US$ 1,331 937 4,869 9,020
EUR — — 5,473 6,376
Accrued charges 329 479 — —
2,107 1,983 25,402 32,225
Debt contracts in Brazil
Floating rates in:
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 921 780 17,395 17,658
Basket of currencies and US$ indexed to LIBOR 1,074 1,125 4,049 5,227
Fixed rates in:
R$ 190 190 733 876
Accrued charges 999 658 — —
3,184 2,753 22,177 23,761
5,291 4,736 47,579 55,986

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The future flows of debt payments (principal) are as follows:

Parent company
Debt principal
2016 604
2017 4,099
2018 12,546
2019 6,872
2020 7,690
2021 3,553
Between 2022 and 2025 10,683
2026 onwards 5,495
51,542

*(e) Provisions for litigation*

Parent company — Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance at December 31, 2015 332 241 1,562 55 2,190
Additions 38 296 575 7 916
Reversals (44 ) (171 ) (278 ) (16 ) (509 )
Payments (277 ) (167 ) (306 ) — (750 )
Indexation and interest 2 66 56 (4 ) 120
Balance at September 30, 2016 51 265 1,609 42 1,967
Parent company — Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance at December 31, 2014 436 186 1,732 94 2,448
Additions 369 89 379 1 838
Reversals (500 ) (82 ) (330 ) (1 ) (913 )
Payments (44 ) (4 ) (56 ) (34 ) (138 )
Indexation and interest 97 50 (127 ) 6 26
Balance at September 30, 2015 358 239 1,598 66 2,261

*(f) Income taxes*

The total amount presented as income taxes in the income statement is reconciled to the rate established by law, as follows :

Parent company
Nine months period ended September 30
2016 2015
Net income (loss) before income taxes 17,958 (28,663 )
Income taxes at statutory rates - 34% (6,106 ) 9,745
Adjustments that affect the basis of taxes:
Income tax benefit from interest on stockholders’ equity — 1,054
Tax incentives 559 —
Equity results 2,030 (1,605 )
Addiction (Reversals) of tax loss carry forward (1,250 ) 8,818
Others results in associates and joint ventures (1,305 ) —
Others (148 ) (407 )
Income taxes (6,220 ) 17,605

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*(g) Related parties*

Parent company
Assets
September 30, 2016 December 31, 2015
Cash and cash equivalents Accounts receivable Derivative financial instruments Related parties Cash and cash equivalents Accounts receivable Derivative financial instruments Related parties
Banco Bradesco S.A. 88 — 711 — 44 — 258 —
Banco do Brasil S.A. 39 — 101 — 217 — 62 —
Biopalma da Amazônia S.A. — — — 973 — — — 1,360
Companhia Coreano-Brasileira de Pelotização — — — 45 — — — 22
Companhia Hispano-Brasileira de Pelotização — 7 — — — — — 14
Companhia Ítalo-Brasileira de Pelotização — — — — — — — 33
Companhia Nipo-Brasileira de Pelotização — — — 71 — — — 35
Companhia Portuária Baía de Sepetiba — — — 119 — — — 119
Companhia Siderúrgica do Atlântico — — — 52 — — — —
Companhia Siderúrgica do Pecem — 173 — — — — — —
Empreendimentos Brasileiros de Mineração S.A. — — — 121 — — — —
Mineração Brasileiras Reunidas S.A. — — — — — — — 161
Mineração Corumbaense Reunidas S.A. — 46 — — — 51 — —
MRS Logística S.A. — — — 26 — — — 27
Salobo Metais S.A. — 14 — 119 — 22 — 155
Vale International S.A. — 26,092 — — — 36,518 — 331
VLI Multimodal S.A. — 15 — — — 36 — —
VLI Operações Portuárias S.A. — 6 — — — 99 — —
VLI S.A. — 6 — 38 — — — 39
Others — 126 — 3 — 230 — 6
Total 127 26,485 812 1,567 261 36,956 320 2,302
Parent company
Liabilities
September 30, 2016 December 31, 2015
Othes liabilities Derivative financial instruments Related parties Loans and borrowings Othes liabilities Derivative financial instruments Related parties Loans and borrowings
Aliança Geração de Energia S.A. 38 — 155 — 43 — — —
Banco Bradesco S.A. — 1,526 — 19 — 800 — 1,445
Banco do Brasil S.A. — 678 — 9,365 — 976 — 10,250
Baovale Mineração S.A. 70 — — — 29 — — —
BNDES — 123 — 13,004 — 152 — 14,405
BNDES Participações S.A. — — — 1,428 — — — 1,449
Companhia Coreano-Brasileira de Pelotização 149 — — — 15 — — —
Companhia Hispano-Brasileira de Pelotização 82 — — — 143 — — —
Companhia Ítalo-Brasileira de Pelotização 105 — — — 12 — — —
Companhia Nipo-Brasileira de Pelotização 300 — — — 34 — — —
Companhia Portuária Baía de Sepetiba 677 — — — 484 — — —
Ferrovia Centro Atlântica S.A. — — 268 — — — 266 —
Mineração Brasileiras Reunidas S.A. 521 — 3,032 — 510 — 3,172 —
MRS Logística S.A. 43 — — — 91 — — —
Vale International S.A. 4 — 56,126 — 5 — 66,814 —
VLI S.A. 2 — 109 — 2 — — —
Others 146 — 351 — 255 — 359 —
Total 2,137 2,327 60,041 23,816 1,623 1,928 70,611 27,549

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Parent company
Nine months period ended September 30
2016 2015
Net operating revenue Costs and expenses Financial result Net operating revenue Costs and expenses Financial result
Aliança Geração de Energia S.A. — (334 ) — — — —
Banco Bradesco S.A. (i) — — (389 ) — — (461 )
Banco do Brasil S.A. (i) — — (1,094 ) — — (828 )
Baovale Mineração S.A. — (43 ) — — — —
Biopalma da Amazônia S.A. — — (178 ) 1 — 526
BNDES (i) — — (1,033 ) — — (480 )
BNDES Participações S.A. (i) — — (146 ) — — (62 )
Companhia Coreano-Brasileira de Pelotização — (151 ) — — (62 ) —
Companhia Hispano-Brasileira de Pelotização — (108 ) — — (187 ) —
Companhia Ítalo-Brasileira de Pelotização — (123 ) — — (121 ) —
Companhia Nipo-Brasileira de Pelotização — (285 ) — — (156 ) —
Companhia Portuária Baía de Sepetiba — (536 ) — — (602 ) —
Companhia Siderúrgica do Atlântico — (21 ) — — — —
Companhia Siderúrgica do Pecem 294 — — — — —
Ferrovia Centro Atlântica S.A. 104 (75 ) (5 ) 120 (94 ) (4 )
Mineração Brasileiras Reunidas S.A. — (1,172 ) (305 ) — (675 ) (53 )
MRS Logística S.A. — (1,161 ) — — (1,161 ) —
Salobo Metais S.A. 30 — — 24 (7 ) —
Samarco Mineração S.A. — — — 336 — —
Vale Energia S.A. — (8 ) — — (185 ) 7
Vale International S.A. 28,206 — 3,344 26,945 — (13,425 )
VLI Multimodal S.A. 30 — — — — —
VLI Operações Portuárias S.A. 348 (35 ) — 112 — —
VLI S.A. 327 — — 528 — —
Others 89 (3 ) (276 ) 95 (247 ) 55
Total 29,428 (4,055 ) (82 ) 28,161 (3,497 ) (14,725 )

(i) Does not include exchange rate variation

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*Members of the Board of Directors, Fiscal Council, Advisory Committees and Executive Officers*

Board of Directors
Governance and Sustainability Committee
Gueitiro Matsuo Genso Fernando Jorge Buso Gomes
Chairman Fernando Santos do Nascimento
Eduardo de Oliveira Rodrigues Filho
Sérgio Alexandre Figueiredo Clemente Priscila Valle Costa de Oliveira
Vice-President Ricardo Simonsen
Dan Antonio Marinho Conrado Fiscal Council
Marcel Juviniano Barros
Eduardo Refinetti Guardia Marcelo Amaral Moraes
Fernando Jorge Buso Gomes
Motomu Takahashi Chairman
Oscar Augusto de Camargo Filho
Eduardo de Salles Bartolomeo Paulo José dos Reis Souza
Lucio Azevedo Sandro Kohler Marcondes
Alberto Guth Aníbal Moreira dos Santos
Raphael Manhães Martins
Alternate
Gilberto Antonio Vieira Alternate
Moacir Nachbar Junior Paula Bicudo de Castro Magalhães
Arthur Prado Silva Sergio Mamede Rosa do Nascimento
Francisco Ferreira Alexandre Oswaldo Mário Pego de Amorim Azevedo
Robson Rocha Julio Sergio de Souza Cardozo
Luiz Mauricio Leuzinger
Yoshitomo Nishimitsu Executive Officers
Eduardo de Oliveira Rodrigues Filho
Marcelo Marcolino Murilo Pinto de Oliveira Ferreira
Carlos Roberto de Assis Ferreira Chief Executive Officer
Marcelo Gasparino
Clovis Torres Junior
Executive Officer (Human Resources, Health & Safety, Sustainability, Energy, Mergers and Acquisitions, Governance, Corporate Integrity, Legal and Tax)
Advisory Committees of the Board of Directors
Luciano Siani Pires
Controlling Committee Executive Officer (Finance and Investors Relations)
Eduardo Cesar Pasa
Moacir Nachbar Junior Roger Allan Downey
Oswaldo Mário Pego de Amorim Azevedo Executive Officer (Fertilizers, Coal and Strategy)
Gerd Peter Poppinga
Executive Development Committee Executive Officer (Ferrous)
Oscar Augusto de Camargo Filho
Marcel Juviniano Barros Humberto Ramos de Freitas
Fernando Jorge Buso Gomes Executive Officer (Logistics and Mineral Research)
Tatiana Boavista Barros Heil
Jennifer Anne Maki
Strategic Committee Executive Officer (Base Metals)
Murilo Pinto de Oliveira Ferreira
Gueitiro Matsuo Genso
Luiz Carlos Trabuco Cappi
Oscar Augusto de Camargo Filho Rogerio Nogueira
Eduardo de Salles Bartolomeo Global Controller Director
Finance Committee Murilo Muller
Gilmar Dalilo Cezar Wanderley Controllership Director
Fernando Jorge Buso Gomes
Eduardo de Oliveira Rodrigues Filho Dioni Brasil
Marcelo Marcolino Accounting Manager
TC-CRC-RJ 083305/O-8

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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/ Andre Figueiredo
Date: October 27, 2016 Andre Figueiredo
Director of Investor Relations

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