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Vale S.A. Interim / Quarterly Report 2022

Jul 28, 2022

30050_ffr_2022-07-28_a34f06cc-fcf4-489b-9ee4-2f6262f2316e.zip

Interim / Quarterly Report

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6-K 1 valedfifrs2q22_6k.htm 6-K

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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

July 2022

Vale S.A.

Praia de Botafogo nº 186, 18º andar, Botafogo 22250-145 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 ¨

(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 ¨ 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 ¨ 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 ¨ No x

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

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Interim Financial Statements

Contents

Page
Report of Independent Registered Public Accounting Firm 3
Consolidated Income Statement 4
Consolidated Statement of Comprehensive Income 5
Consolidated Statement of Cash Flows 6
Consolidated Balance Sheet 7
Consolidated Statement of Changes in Equity 8
Notes to the Interim Financial Statements 9
1. Corporate information 9
2. Basis of preparation of interim financial statements 9
3. Significant events of the current period 10
4. Information by business segment and geographic area 10
5. Costs and expenses by nature 15
6. Financial results 16
7. Taxes 16
8. Basic and diluted earnings (loss) per share 18
9. Accounts receivable 18
10. Inventories 18
11. Suppliers and contractors 19
12. Other financial assets and liabilities 19
13. Investments in subsidiaries, associates and joint ventures 20
14. Non-current assets and liabilities held for sales and discontinued operations 21
15. Intangible 24
16. Property, plant, and equipment 24
17. Financial and capital risk management 25
18. Financial assets and liabilities 32
19. Participative stockholders’ debentures 33
20. Loans, borrowings, leases, cash and cash equivalents and short-term investments 33
21. Brumadinho dam failure 36
22. Liabilities related to associates and joint ventures 38
23. Provision for de-characterization of dam structures and asset retirement obligations 40
24. Provisions 42
25. Litigations 42
26. Employee post-retirement obligations 44
27. Stockholders’ equity 45
28. Related parties 46

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Report of Independent Registered Public Accounting Firm

To the stockholders and Board of Directors of

Vale S.A.

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Vale S.A. and its subsidiaries (“Company”) as of June 30, 2022, and the related consolidated income statement, statement of comprehensive income and cash flows for the three and six-month periods ended June 30, 2022 and 2021, and the consolidated statement of changes in equity for the six-month periods ended June 30, 2022 and 2021, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with IAS 34 - Interim Financial Reporting , as issued by the International Accounting Standards Board (IASB).

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated income statement and statement of comprehensive income, changes in equity and cash flows for the year then ended (not presented herein), and in our report dated February 24, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

/s/ PricewaterhouseCoopers Auditores Independentes Ltda.

Rio de Janeiro, RJ, Brazil

July 28, 2022

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Consolidated Income Statement

In millions of United States dollars, except earnings per share data

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Notes Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Continuing operations
Net operating revenue 4(d) 11,157 16,514 21,969 29,067
Cost of goods sold and services rendered 5(a) (5,950) (5,465) (10,572) (9,763)
Gross profit 5,207 11,049 11,397 19,304
Operating expenses
Selling and administrative 5(b) (127) (132) (248) (236)
Research and development (151) (139) (272) (237)
Pre-operating and operational stoppage 23 (111) (191) (265) (336)
Brumadinho event and de-characterization of dams 21 and 23 (280) (185) (440) (300)
Other operating expenses, net 5(c) (165) (75) (271) (90)
(834) (722) (1,496) (1,199)
Impairment reversal (impairment and disposals) of non-current assets, net 13(b) and 14 (82) (41) 990 (158)
Operating income 4,291 10,286 10,891 17,947
Financial income 6 137 76 287 134
Financial expenses 6 (372) (267) (667) (611)
Other financial items, net 6 1,056 580 959 788
Equity results and other results in associates and joint ventures 13 and 22 (56) (443) 155 (444)
Income before income taxes 5,056 10,232 11,625 17,814
Income taxes 7
Current tax (1,181) (1,201) (1,434) (2,716)
Deferred tax 270 (872) (1,568) (1,167)
(911) (2,073) (3,002) (3,883)
Net income from continuing operations 4,145 8,159 8,623 13,931
Net income attributable to noncontrolling interests 52 12 74 24
Net income from continuing operations attributable to Vale's stockholders 4,093 8,147 8,549 13,907
Discontinued operations 14(a)
Net income (loss) from discontinued operations 2,058 (622) 2,060 (917)
Loss attributable to noncontrolling interests - (61) - (142)
Net income (loss) from discontinued operations attributable to Vale's stockholders 2,058 (561) 2,060 (775)
Net income 6,203 7,537 10,683 13,014
Net income (loss) attributable to noncontrolling interests 52 (49) 74 (118)
Net income attributable to Vale's stockholders 6,151 7,586 10,609 13,132
Basic and diluted earnings per share attributable to Vale's stockholders: 8
Common share (US$) 1.32 1.49 2.24 2.57

As described in note 14, the coal segment is presented in these interim financial statements as discontinued operation. Therefore, comparative financial information for the period ended June 30, 2021 has been restated to reflect the sale of the coal operation.

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

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Consolidated Statement of Comprehensive Income

In millions of United States dollars

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Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Net income 6,203 7,537 10,683 13,014
Other comprehensive income:
Items that will not be reclassified to income statement
Translation adjustments (3,616) 5,233 2,328 1,885
Employee post-retirement obligations (note 26) 111 25 143 316
Fair value adjustment to investment in equity securities (i) - (82) - 193
(3,505) 5,176 2,471 2,394
Items that may be reclassified to income statement
Translation adjustments 703 (2,762) (1,049) (756)
Net investment hedge (note 17) (145) 202 74 42
Cash flow hedge (note 17) 312 (35) 8 (26)
Reclassification of cumulative translation adjustment to income statement (notes 13b and 14a) (3,072) (424) (3,222) (1,542)
(2,202) (3,019) (4,189) (2,282)
Total comprehensive income 496 9,694 8,965 13,126
Comprehensive income (loss) attributable to noncontrolling interests 46 (47) 68 (116)
Comprehensive income attributable to Vale's stockholders 450 9,741 8,897 13,242

(i) Fair value adjustment to shares received as part of the consideration for the sale of Vale’s fertilizer business to The Mosaic Company. In November 2021, the Company sold all shares for US$1,259 in a block trade.

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

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

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Consolidated Statement of Cash Flows

In millions of United States dollars

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Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Cash flow from operations (a) 5,738 9,791 11,269 18,862
Interest on loans and borrowings paid (note 20) (277) (138) (456) (426)
Cash received (paid) on settlement of derivatives, net (note 17) (42) 60 (118) (139)
Payments related to Brumadinho event (note 21) (319) (224) (383) (289)
Payments related to de-characterization of dams (note 23) (83) (79) (152) (163)
Interest on participative stockholders' debentures paid (note 19) (235) (193) (235) (193)
Income taxes (including settlement program) (1,213) (1,280) (3,790) (2,444)
Net cash provided by operating activities from continuing operations 3,569 7,937 6,135 15,208
Net cash provided (used) in operating activities from discontinued operations (note 14a) - (211) 41 (460)
Net cash provided by operating activities 3,569 7,726 6,176 14,748
Cash flow from investing activities:
Capital expenditures (1,293) (1,103) (2,429) (2,083)
Disbursement on VNC sale (note 13b) - - - (555)
Proceeds from sale of CSI (note 13b) - - 437 -
Dividends received from associates and joint ventures (note 13) 71 43 136 43
Short-term investment 101 543 103 (173)
Other investments activities, net 48 (190) 48 (325)
Net cash used in investing activities from continuing operations (1,073) (707) (1,705) (3,093)
Net cash used in investing activities from discontinued operations (note 14a) (65) (2,380) (103) (2,340)
Net cash used in investing activities (1,138) (3,087) (1,808) (5,433)
Cash flow from financing activities:
Loans and borrowings from third parties (note 20) 200 10 625 300
Payments of loans and borrowings from third parties (note 20) (1,433) (179) (1,828) (1,412)
Payments of leasing (note 20) (57) (46) (98) (97)
Dividends and interest on capital paid to stockholders (note 27c) - (2,208) (3,480) (6,092)
Dividends and interest on capital paid to noncontrolling interest (4) (3) (7) (6)
Share buyback program (note 27d) (2,596) (2,004) (4,384) (2,004)
Net cash used in financing activities from continuing operations (3,890) (4,430) (9,172) (9,311)
Net cash used in financing activities from discontinued operations (note 14a) - (3) (11) (7)
Net cash used in financing activities (3,890) (4,433) (9,183) (9,318)
Increase (reduction) in cash and cash equivalents (1,459) 206 (4,815) (3)
Cash and cash equivalents at the beginning of the period 9,061 12,883 11,721 13,487
Effect of exchange rate changes on cash and cash equivalents (417) 560 290 165
Cash and cash equivalents from subsidiaries sold, net (note 14b) - - (11) -
Cash and cash equivalents at end of the period 7,185 13,649 7,185 13,649
Cash flow from operating activities:
Income before taxation 5,056 10,232 11,625 17,814
Adjusted for: - - - -
Equity results and other results in associates and joint ventures (note 13) 56 443 (155) 444
Impairment and disposals (impairment reversal) of non-current assets,
net (note 14) 82 41 (990) 158
Provisions for Brumadinho (note 21) 126 - 126 -
Provision for de-characterization of dams (note 23) - - 37 -
Depreciation, depletion and amortization 810 832 1,496 1,563
Financial results, net (note 6) (821) (389) (579) (311)
Changes in assets and liabilities: - - - -
Accounts receivable (note 9) 902 (1,101) 1,779 301
Inventories (note 10) (305) (147) (609) (338)
Suppliers and contractors (note 11) (i) 432 334 (240) 32
Payroll and other compensation 73 79 (255) (204)
Other assets and liabilities, net (673) (533) (966) (597)
Cash flow from operations (a) 5,738 9,791 11,269 18,862
Non-cash transactions:
Additions to property, plant and equipment - capitalized loans and borrowing costs 17 14 31 30

(i) Includes variable lease payments.

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

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Consolidated Balance Sheet

In millions of United States dollars

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Notes June 30, 2022 December 31, 2021
Assets
Current assets
Cash and cash equivalents 20 7,185 11,721
Short-term investments 20 48 184
Accounts receivable 9 2,148 3,914
Other financial assets 12 229 111
Inventories 10 5,154 4,377
Recoverable taxes 7(e) 744 862
Other 240 215
15,748 21,384
Non-current assets held for sale 14 274 976
16,022 22,360
Non-current assets
Judicial deposits 25(c) 1,328 1,220
Other financial assets 12 210 143
Recoverable taxes 7(e) 1,147 935
Deferred income taxes 7(a) 10,360 11,441
Other 886 650
13,931 14,389
Investments in associates and joint ventures 13 1,791 1,751
Intangible 15 9,448 9,011
Property, plant, and equipment 16 43,166 41,931
68,336 67,082
Total assets 84,358 89,442
Liabilities
Current liabilities
Suppliers and contractors 11 3,664 3,475
Loans, borrowings, and leases 20 935 1,204
Other financial liabilities 12 1,584 1,962
Taxes payable 7(e) 331 2,177
Settlement program ("REFIS") 7(c) 356 324
Liabilities related to associates and joint ventures 22 1,783 1,785
Provisions 24 835 1,045
Liabilities related to Brumadinho 21 1,060 1,156
De-characterization of dams and asset retirement obligations 23 692 621
Other 750 1,094
11,990 14,843
Liabilities associated with non-current assets held for sale 14 127 355
12,117 15,198
Non-current liabilities
Loans, borrowings, and leases 20 11,673 12,578
Participative stockholders' debentures 19 3,219 3,419
Other financial liabilities 12 1,820 2,571
Settlement program ("REFIS") 7(c) 1,976 1,964
Deferred income taxes 7(a) 1,759 1,881
Provisions 24 2,477 3,419
Liabilities related to Brumadinho 21 2,620 2,381
De-characterization of dams and asset retirement obligations 23 6,238 7,482
Liabilities related to associates and joint ventures 22 1,603 1,327
Streaming transactions 1,637 1,779
Other 237 137
35,259 38,938
Total liabilities 47,376 54,136
Stockholders' equity 27
Equity attributable to Vale's stockholders 35,500 34,472
Equity attributable to noncontrolling interests 1,482 834
Total stockholders' equity 36,982 35,306
Total liabilities and stockholders' equity 84,358 89,442

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

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Consolidated Statement of Changes in Equity

In millions of United States dollars

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Share capital Capital reserve Profit reserves Treasury stocks Other reserves Cumulative translation adjustments Retained earnings Equity attributable to Vale’s stockholders Equity attributable to noncontrolling interests Total stockholders' equity
Balance at December 31, 2021 61,614 1,139 15,702 (5,579) (1,960) (36,444) - 34,472 834 35,306
Net income - - - - - - 10,609 10,609 74 10,683
Other comprehensive income - - 1,165 - 134 (3,011) - (1,712) (6) (1,718)
Dividends and interest on capital of Vale's stockholders (note 27c) - - (3,500) - - - - (3,500) - (3,500)
Dividends of noncontrolling interests - - - - - - - - (5) (5)
Derecognition of noncontrolling interests - - - - - - - - 585 585
Share buyback (note 27d) - - - (4,384) - - - (4,384) - (4,384)
Share-based payment - - - - (4) - - (4) - (4)
Treasury shares used and cancelled (note 27b) - - (2,830) 2,849 - - - 19 - 19
Balance at June 30, 2022 61,614 1,139 10,537 (7,114) (1,830) (39,455) 10,609 35,500 1,482 36,982
Share capital Capital reserve Profit reserves Treasury stocks Other reserves Cumulative translation adjustments Retained earnings Equity attributable to Vale’s stockholders Equity attributable to noncontrolling interests Total stockholders' equity
Balance at December 31, 2020 61,614 1,139 7,042 (2,441) (2,056) (29,554) - 35,744 (923) 34,821
Net income (loss) - - - - - - 13,132 13,132 (118) 13,014
Other comprehensive income - - 9 - 518 (417) - 110 2 112
Dividends and interest on capital of Vale's stockholders - - (4,319) - - - (724) (5,043) - (5,043)
Dividends of noncontrolling interests - - - - - - - - (24) (24)
Acquisitions and derecognition of noncontrolling interests - - - - (331) - - (331) 1,761 1,430
Share buyback (note 27d) - - - (2,004) - - - (2,004) - (2,004)
Share-based payment - - - - 46 - - 46 - 46
Treasury shares used (note 27b) - - - 7 - - - 7 - 7
Balance at June 30, 2021 61,614 1,139 2,732 (4,438) (1,823) (29,971) 12,408 41,661 698 42,359

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

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Notes to the Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated

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  1. Corporate information

Vale S.A. and its subsidiaries (“Vale” or the “Company”) are global producers of: (i) iron ore and iron ore pellets, which are key raw materials for steelmaking, (ii) nickel, that is used to produce stainless steel, electric vehicles and metal alloys employed in the production process of several products, and (iii) copper, used in the construction sector to produce pipes and electrical wires. Vale also produces platinum group metals, gold, silver, and cobalt as by-products and operates a railroad and port logistics system in Brazil to outflow its production. Most of the Company’s products are sold to international markets by Vale International S.A. (“VISA”), a trading company located in Switzerland.

In addition, the Company has equity investments and assets with the objective of reducing energy costs, minimizing the risk of shortages and meeting its energy consumption needs through renewable sources.

Vale also produced thermal and metallurgical coal, which has been sold in the current quarter and is presented in these interim financial statements as a “discontinued operation” (note 14a).

Vale S.A. (the “Parent Company”) is a public company headquartered in the city of Rio de Janeiro, Brazil with securities traded on the stock exchanges of São Paulo – B3 S.A. (VALE3), New York - NYSE (VALE) and Madrid – LATIBEX (XVALO).

  1. Basis of preparation of interim financial statements

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

The interim financial statements have been prepared to update users on the relevant events and transactions that occurred in the period and must be analyzed together with the financial statements for the year ended December 31, 2021. Accounting policies, accounting estimates and judgments, management of risk and measurement methods are the same as those adopted in the preparation of the latest annual financial statements.

These interim financial statements were authorized for issue by the Executive Committee on July 28, 2022.

a) Functional currency and presentation currency

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

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

Closing rate Average rate — Three-month period ended June 30, Six-month period ended June 30,
June 30, 2022 December 31, 2021 2022 2021 2022 2021
US Dollar ("US$") 5.2380 5.5805 4.9265 5.2907 5.0783 5.3862
Canadian dollar ("CAD") 4.0699 4.3882 3.8573 4.3096 3.9937 4.3209
Euro ("EUR") 5.4842 6.3210 5.2409 6.3789 5.5568 6.4902

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Notes to the Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated

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b) Russia-Ukraine conflict

The Company’s business is subject to external risk factors related to our global operations and the global profile of our client portfolio and supply chains. Global markets are experiencing volatility and disruption following the escalation of geopolitical tensions in connection with the military conflict between Russia and Ukraine.

The resulting economic sanctions imposed by the United States, Canada, the European Union, the UK and other countries as a direct consequence of this conflict may continue to significantly impact supply chains, lead to market disruptions including significant volatility in commodities’ prices and bring heightened near-term uncertainty to the global financial system, including through instability of credit and of capital markets.

At this time, the effects of the Russia-Ukraine conflict have not caused significant impacts on the Company’s operations nor on the fair value of its assets and liabilities. However, escalation of the Russia-Ukraine conflict may adversely affect the Company’s business, such as disruption of international trade flows, extreme market pricing volatility, with particular impact on the energy sector, industrial and agricultural supply chains, shipping, and regulatory and contractual uncertainty, and increased geopolitical tensions around the world.

  1. Significant events of the current period

Balance Sheet, Cash Flows and Income Statement were particularly affected by the following events and transactions during the three-month period ended June 30, 2022:

Sale of the Coal operation (note 14a). In April 2022, the Company concluded the sale of the Coal operation to Vulcan Resources for a total consideration of US$270. Following the completion of the transaction, the Company recorded an income of US$2,058 from discontinued operations, mainly due to the reclassification of the cumulative translation adjustments of US$3,072, which was partially offset by the derecognition of the carrying value of noncontrolling interest in the amount of US$585 and impairment of US$429.

Share buyback program (note 27d). In May 2022, the Company concluded its share buyback program by the way of acquiring 178,815,500 common shares, corresponding to the total amount of US$3,251. The Company also approved a new share buyback program to repurchase 500,000,000 common shares and their respective ADRs. Under the current program in place, Vale has already repurchased 70,443,798 common shares, corresponding to a total amount of US$1,133.

Bond tender offers (note 20d). In June 2022, the Company repurchased US$1,291 of its Bonds and paid a premium of US$113, which has been recorded and is presented as “Bond premium repurchase” under the financial results.

Sale of Midwestern System assets (note 14c). In July 2022 (subsequent event), the Company concluded the sale of the Midwestern System to J&F Mineração Ltda. (“J&F”) and received US$150, in addition to transferring to J&F the obligations related to the take-or-pay logistics contracts.

Stockholder’s remuneration (note 27c). In July 2022 (subsequent event), the Company approved dividends to its shareholders in the amount of US$3,000, which will be paid in September 2022.

Cancellation of common shares held in treasury (note 27b). In July 2022 (subsequent event), the Company approved the cancellation of 220,150,800 common shares held in treasury.

Sale of Companhia Siderúrgica do Pecém (“CSP”). In July 2022 (subsequent event), the Company and the other shareholders of CSP signed a binding agreement with ArcelorMittal for the sale of CSP for approximately US$2,200, which will be used in full on the prepayment of CSP’s outstanding net debt of approximately US$2,300. The Company does not expect any material impact at closing, which is expected to occur in 2022, subject to customary regulatory approvals.

4. Information by business segment and geographic area

The Company operates the following reportable segments: Ferrous Minerals, Base Metals and Coal (presented as discontinued operations). The segments are aligned with products and reflect the structure used by Management to evaluate the Company’s performance. The responsible bodies for making operational decisions, allocating resources and evaluating performance are the Executive Boards and Board of Directors. Accordingly, the performance of the operating segments is assessed based on a measure of adjusted EBITDA, among other measures.

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Notes to the Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated

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The Company allocates to “Other” the revenues and cost of other products, services, research and development, investments in joint ventures and associates of other business and unallocated corporate expenses. Costs related to the Brumadinho event are allocated to "Other" as well.

In 2022, the Company has allocated the financial information of the Midwestern System to “Other” as this operation is no longer analyzed by the chief operating decision maker as part of to the performance of the Ferrous Minerals business segment due to the binding agreement to sell this operation. The comparative information was reclassified to reflect the revision in the allocation criteria.

a) Adjusted EBITDA

The definition of Adjusted EBITDA for the Company is the operating income or loss plus dividends received and interest from associates and joint ventures, and excluding the amounts charged as (i) depreciation, depletion and amortization and (ii) impairment reversal (impairment and disposals) of non-current assets, net.

Three-month period ended June 30, 2022 — Net operating revenue Cost of goods sold and services rendered Sales, administrative and other operating expenses Research and development Pre operating and operational stoppage Dividends received and interest from associates and joint ventures Adjusted EBITDA
Ferrous minerals
Iron ore 7,113 (2,971) (48) (45) (74) - 3,975
Iron ore pellets 1,780 (707) 2 - (6) 71 1,140
Other ferrous products and services 132 (93) - (1) (6) - 32
9,025 (3,771) (46) (46) (86) 71 5,147
Base metals
Nickel and other products 1,547 (929) (12) (26) - - 580
Copper 328 (268) (3) (31) (3) - 23
1,875 (1,197) (15) (57) (3) - 603
Brumadinho event and de-characterization of dams - - (280) - - - (280)
Other (i) 257 (205) (219) (48) (1) - (216)
Total 11,157 (5,173) (560) (151) (90) 71 5,254

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of US$49.

Three-month period ended June 30, 2021 — Net operating revenue Cost of goods sold and services rendered Sales, administrative and other operating expenses Research and development Pre operating and operational stoppage Dividends received and interest from associates and joint ventures Adjusted EBITDA
Ferrous minerals
Iron ore 12,081 (2,744) (60) (43) (74) - 9,160
Iron ore pellets 1,947 (520) 2 - (13) 22 1,438
Other ferrous products and services 150 (110) - (1) (4) - 35
14,178 (3,374) (58) (44) (91) 22 10,633
Base metals
Nickel and other products 1,492 (959) (25) (18) (60) - 430
Copper 688 (229) (1) (21) (1) - 436
2,180 (1,188) (26) (39) (61) - 866
Brumadinho event and de-characterization of dams - - (185) - - - (185)
COVID-19 - - (16) - - - (16)
Other (i) 156 (120) (97) (56) - 21 (96)
Total of continuing operations 16,514 (4,682) (382) (139) (152) 43 11,202
Discontinued operations - Coal 161 (323) - (2) - - (164)
Total 16,675 (5,005) (382) (141) (152) 43 11,038

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of US$47.

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Six-month period ended June 30, 2022 — Net operating revenue Cost of goods sold and services rendered Sales, administrative and other operating expenses Research and development Pre operating and operational stoppage Dividends received and interest from associates and joint ventures Adjusted EBITDA
Ferrous minerals
Iron ore 14,368 (5,090) (103) (79) (187) - 8,909
Iron ore pellets 3,144 (1,233) 7 (1) (11) 71 1,977
Other ferrous products and services 247 (171) (2) (2) (9) - 63
17,759 (6,494) (98) (82) (207) 71 10,949
Base metals
Nickel and other products 3,005 (1,838) (20) (42) - - 1,105
Copper 802 (495) 3 (56) (5) - 249
3,807 (2,333) (17) (98) (5) - 1,354
Brumadinho event and de-characterization of dams - - (440) - - - (440)
Other (i) 403 (323) (381) (92) (2) - (395)
Total of continuing operations 21,969 (9,150) (936) (272) (214) 71 11,468
Discontinued operations - Coal 448 (264) (12) (1) - - 171
Total 22,417 (9,414) (948) (273) (214) 71 11,639

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of US$77.

Six-month period ended June 30, 2021 — Net operating revenue Cost of goods sold and services rendered Sales, administrative and other operating expenses Research and development Pre operating and operational stoppage Dividends received and interest from associates and joint ventures Adjusted EBITDA
Ferrous minerals
Iron ore 21,141 (4,771) (83) (76) (165) - 16,046
Iron ore pellets 3,155 (903) 31 (1) (26) 22 2,278
Other ferrous products and services 293 (199) 1 (1) (8) - 86
24,589 (5,873) (51) (78) (199) 22 18,410
Base metals
Nickel and other products 2,926 (1,730) (35) (29) (60) - 1,072
Copper 1,242 (395) (1) (39) (2) - 805
4,168 (2,125) (36) (68) (62) - 1,877
Brumadinho event and de-characterization of dams - - (300) - - - (300)
COVID-19 - - (18) - - - (18)
Other (i) 310 (294) (202) (91) (2) 21 (258)
Total of continuing operations 29,067 (8,292) (607) (237) (263) 43 19,711
Discontinued operations - Coal 253 (652) 2 (4) - 78 (323)
Total 29,320 (8,944) (605) (241) (263) 121 19,388

(i) Includes the reclassification of the EBITDA of Midwestern System in the amount of US$82.

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Adjusted EBITDA is reconciled to net income as follows:

Continuing operations

Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Net income from continuing operations attributable to Vale's stockholders 4,093 8,147 8,549 13,907
Net income attributable to noncontrolling interests 52 12 74 24
Net income 4,145 8,159 8,623 13,931
Depreciation, depletion and amortization 810 832 1,496 1,563
Income taxes 911 2,073 3,002 3,883
Financial results (821) (389) (579) (311)
Equity results and other results in associates and joint ventures 56 443 (155) 444
Dividends received from associates and joint ventures 71 43 71 43
Impairment and disposals (impairment reversal) of non-current assets,
net 82 41 (990) 158
Adjusted EBITDA from continuing operations 5,254 11,202 11,468 19,711

Discontinued operations (Coal)

Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Net income (loss) from discontinued operations attributable to Vale's stockholders 2,058 (561) 2,060 (775)
Loss attributable to noncontrolling interests - (61) - (142)
Net income (loss) 2,058 (622) 2,060 (917)
Depreciation, depletion and amortization - 17 - 17
Income taxes - - 2 -
Financial results (3,072) (385) (3,065) (386)
Derecognition of noncontrolling interest 585 - 585 -
Equity results in associates and joint ventures - 11 - 26
Dividends received and interest from associates and joint ventures (i) - - - 78
Impairment of non-current assets, net 429 815 589 859
Adjusted EBITDA from discontinued operations - (164) 171 (323)

(i) Includes the remuneration of the financial instrument of the Coal segment.

b) Assets by segment

June 30, 2022 — Product inventory Investments in associates and joint ventures Property, plant and equipment and intangible December 31, 2021 — Product inventory Investments in associates and joint ventures Property, plant and equipment and intangible
Ferrous minerals 2,436 1,225 31,157 2,186 1,113 28,988
Base metals 1,828 18 19,500 1,384 17 20,127
Other - 548 1,957 21 621 1,827
Total 4,264 1,791 52,614 3,591 1,751 50,942
Three-month period ended June 30,
2022 2021
Capital expenditures Capital expenditures
Sustaining capital (i) Project execution Depreciation, depletion and amortization Sustaining capital (i) (ii) Project execution Depreciation, depletion and amortization (ii)
Ferrous minerals 477 199 497 531 113 446
Base metals 343 90 299 357 69 367
Other 24 160 14 5 28 19
Total 844 449 810 893 210 832

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Six-month period ended June 30,
2022 2021
Capital expenditures Capital expenditures
Sustaining capital (i) Project execution Depreciation, depletion and amortization Sustaining capital (i) (ii) Project execution Depreciation, depletion and amortization (ii)
Ferrous minerals 976 381 913 1,056 195 838
Base metals 613 157 555 648 137 684
Other 54 248 28 17 30 41
Total 1,643 786 1,496 1,721 362 1,563

(i) According to the Company's remuneration policy, the sustaining capital investments are deducted from the 30% of the adjusted EBITDA. The calculation also considers the current investment of discontinued coal operations, which was US$38 for the six-month period ended June 30, 2022 (2021: US$65).

(ii) The sustaining capital investments related to the Midwestern System were reclassified for the three and six-month periods ended June 30, 2021 in the amounts of US$4 and US$5, respectively. Depreciation, depletion and amortization were reclassified for the same periods in the amounts of US$9 and US$14, respectively.

c) Assets by geographic area

June 30, 2022 — Investments in associates and joint ventures Intangible Property, plant and equipment Total December 31, 2021 — Investments in associates and joint ventures Intangible Property, plant and equipment Total
Brazil 1,773 7,514 26,120 35,407 1,730 7,050 23,793 32,573
Canada - 1,931 11,392 13,323 - 1,958 12,441 14,399
Americas, except Brazil and Canada - - 32 32 - - 3 3
Europe - - 778 778 - - 739 739
Indonesia - 1 2,702 2,703 - 1 2,723 2,724
Asia, except Indonesia and China 18 - 817 835 21 - 874 895
China - 1 22 23 - 2 21 23
Oman - 1 1,303 1,304 - - 1,337 1,337
Total 1,791 9,448 43,166 54,405 1,751 9,011 41,931 52,693

d) Net operating revenue by geographic area

The Company's sales revenue decreased in relation to the previous semester mainly due to the decline in the international price of iron ore, which resulted in a 26.7% decrease in the average price per ton realized by the Company during this period.

Three-month period ended June 30, 2022 — Ferrous minerals Base metals Other Total
Americas, except United States and Brazil 136 111 76 323
United States of America 47 427 - 474
Germany 92 223 - 315
Europe, except Germany 606 505 - 1,111
Middle East, Africa, and Oceania 656 6 26 688
Japan 812 202 - 1,014
China 4,902 200 - 5,102
Asia, except Japan and China 677 184 47 908
Brazil 1,097 17 108 1,222
Net operating revenue 9,025 1,875 257 11,157
Three-month period ended June 30, 2021 — Ferrous minerals Base metals Other Total
Americas, except United States and Brazil 197 130 51 378
United States of America 161 288 - 449
Germany 154 463 - 617
Europe, except Germany 988 581 - 1,569
Middle East, Africa, and Oceania 672 7 - 679
Japan 943 119 - 1,062
China 8,665 264 - 8,929
Asia, except Japan and China 987 315 - 1,302
Brazil 1,411 13 105 1,529
Net operating revenue 14,178 2,180 156 16,514

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Six-month period ended June 30, 2022 — Ferrous minerals Base metals Other Total
Americas, except United States and Brazil 266 277 125 668
United States of America 74 713 - 787
Germany 221 602 - 823
Europe, except Germany 1,142 923 - 2,065
Middle East, Africa, and Oceania 1,150 9 26 1,185
Japan 1,482 393 - 1,875
China 10,001 490 - 10,491
Asia, except Japan and China 1,310 368 47 1,725
Brazil 2,113 32 205 2,350
Net operating revenue 17,759 3,807 403 21,969
Six-month period ended June 30, 2021 — Ferrous minerals Base metals Other Total
Americas, except United States and Brazil 377 224 94 695
United States of America 259 573 - 832
Germany 323 929 - 1,252
Europe, except Germany 1,579 1,287 - 2,866
Middle East, Africa, and Oceania 943 7 - 950
Japan 1,470 215 - 1,685
China 15,458 424 - 15,882
Asia, except Japan and China 1,769 473 - 2,242
Brazil 2,411 36 216 2,663
Net operating revenue 24,589 4,168 310 29,067
  1. Costs and expenses by nature

a) Cost of goods sold, and services rendered

Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Personnel 457 427 838 810
Materials and services 855 725 1,534 1,357
Fuel oil and gas 353 237 637 425
Maintenance 806 749 1,433 1,373
Royalties 279 352 488 603
Energy 180 158 332 300
Acquisition of products 674 691 1,135 1,034
Depreciation, depletion and amortization 777 783 1,422 1,471
Freight 1,175 991 2,002 1,773
Other 394 352 751 617
Total 5,950 5,465 10,572 9,763
Cost of goods sold 5,800 5,323 10,289 9,487
Cost of services rendered 150 142 283 276
Total 5,950 5,465 10,572 9,763

b) Selling and administrative expenses

Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Selling 24 24 43 41
Personnel 44 52 98 99
Services 30 22 52 39
Depreciation and amortization 12 10 23 19
Other 17 24 32 38
Total 127 132 248 236

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c) Other operating expenses, net

Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Asset retirement obligations 40 - 40 -
Provision for litigations 48 28 64 44
Profit sharing program 19 52 67 75
COVID-19 expenses - 16 - 18
Other 58 (21) 100 (47)
Total 165 75 271 90

6. Financial results

Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Financial income
Short-term investments 121 41 250 68
Other 16 35 37 66
137 76 287 134
Financial expenses
Loans and borrowings gross interest (162) (160) (323) (348)
Capitalized loans and borrowing costs 17 14 31 30
Interest on REFIS (39) (10) (71) (17)
Interest on lease liabilities (note 20d) (16) (15) (32) (33)
Bond premium repurchase (note 20d) (113) - (113) (63)
Other (59) (96) (159) (180)
(372) (267) (667) (611)
Other financial items, net
Net foreign exchange gains (losses) 464 (374) (353) (61)
Participative
stockholders' debentures (note 19) (i) 537 (278) 288 (1,261)
Financial
guarantees (i) 356 401 479 364
Derivative financial instruments (note 17) (270) 856 591 417
Reclassification of cumulative translation adjustments to the income statement (note 13b) - - - 1,132
Indexation gains, net (31) (25) (46) 197
1,056 580 959 788
Total 821 389 579 311

(i) These lines were reclassified from the prior period in order to present “Financial expenses” and “Other financial items, net” in similar line items from period to period.

a) Financial guarantees

As of June 30, 2022, the total guarantees granted by the Company (within the limit of its direct or indirect interest) to certain associates and joint ventures totaled US$1,545 (December 31, 2021: US$1,513). The fair value of these financial guarantees in the amount of US$105 (December 31, 2021: US$542) is recorded as “Other non-current liabilities”.

  1. Taxes

a) Deferred income tax assets and liabilities

Assets Liabilities Deferred taxes, net
Balance at December 31, 2021 11,441 1,881 9,560
Tax effect in the income statement (1,524) 44 (1,568)
Translation adjustment 651 (1) 652
Other comprehensive income (25) 47 (72)
Transfers between assets and liabilities (183) (183) -
Other - (29) 29
Balance at June 30, 2022 10,360 1,759 8,601
Assets Liabilities Deferred taxes, net
Balance at December 31, 2020 10,335 1,770 8,565
Tax effect in the income statement (1,130) 37 (1,167)
Translation adjustment 196 43 153
Other comprehensive income (63) 135 (198)
Balance at June 30, 2021 9,338 1,985 7,353

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b) Income tax reconciliation – Income statement

Income tax expense is recognized based on the estimate of the weighted average effective tax rate expected for the full year, adjusted for the tax effect of certain items that are recognized in full on the interim tax calculation. Therefore, the effective tax rate in the interim financial statements may differ from management’s estimate of the effective tax rate for the year.

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

Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Income before income taxes 5,056 10,232 11,625 17,814
Income taxes at statutory rate – 34% (1,719) (3,479) (3,953) (6,057)
Adjustments that affect the taxes basis:
Tax incentives 565 1,163 1,059 1,618
Equity results 22 40 30 35
Monetary exchange variation on tax losses carryforward 211 (177) (444) (39)
Other 10 380 306 560
Income taxes (911) (2,073) (3,002) (3,883)

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

June 30, 2022 December 31, 2021
Current liabilities 356 324
Non-current liabilities 1,976 1,964
REFIS liabilities 2,332 2,288
SELIC rate 13.25% 9.25%

It mainly relates to the settlement program of claims regarding the collection of income tax and social contribution on equity gains of foreign subsidiaries and affiliates from 2003 to 2012. This amount bears SELIC interest rate (Special System for Settlement and Custody) and will be paid in monthly installments until October 2028.

d) Uncertain tax positions

There have been no developments on matters related to the uncertain tax positions since the December 31, 2021 financial statements.

e) Recoverable and payable taxes

Current assets Non-current assets June 30, 2022 — Current liabilities Current assets Non-current assets December 31, 2021 — Current liabilities
Value-added tax 264 - 30 217 11 162
Brazilian federal contributions 389 669 13 520 511 12
Income taxes 80 478 141 113 413 1,861
Financial compensation for the exploration of mineral resources - CFEM - - 76 - - 59
Other 11 - 71 12 - 83
Total 744 1,147 331 862 935 2,177

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  1. Basic and diluted earnings (loss) per share
Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Net income attributable to Vale's stockholders
Net income from continuing operations 4,093 8,147 8,549 13,907
Net income (loss) from discontinued operations 2,058 (561) 2,060 (775)
6,151 7,586 10,609 13,132
Thousands of shares
Weighted average number of common shares outstanding 4,668,739 5,097,908 4,737,806 5,113,959
Weighted average number of common shares outstanding and potential ordinary shares 4,673,377 5,102,332 4,742,444 5,118,383
Basic and diluted earnings per share from continuing operations:
Common share (US$) 0.88 1.60 1.80 2.72
Basic and diluted earnings (loss) per share from discontinued operations:
Common share (US$) 0.44 (0.11) 0.43 (0.15)
Basic and diluted earnings per share:
Common share (US$) 1.32 1.49 2.24 2.57

9. Accounts receivable

June 30, 2022 December 31, 2021
Receivables from contracts with customers
Related parties (note 28) 133 109
Third parties
Ferrous minerals 1,441 3,023
Base metals 594 668
Other 21 162
Accounts receivable 2,189 3,962
Expected credit loss (41) (48)
Accounts receivable, net 2,148 3,914

No customer individually represented 10% or more of the Company’s accounts receivable or revenues for both periods presented above.

Provisionally priced commodities sales – The commodity price risk arises from volatility of iron ore, nickel and copper prices. The Company is mostly exposed to the fluctuations in the iron ore and copper price (note 17). The selling price of these products can be measured reliably at each period since the price is quoted in an active market.

The sensitivity of the Company’s risk on final settlement of provisionally priced accounts receivables are presented below:

June 30, 2022 — Thousand metric tons Provisional price (US$/ton) Change Effect on revenue
Iron ore 12,893 112.8 +/- 10% +/- 145
Copper 57 9,956.3 +/- 10% +/- 57

10. Inventories

June 30, 2022 December 31, 2021
Finished products 3,383 2,795
Work in progress 906 820
Consumable inventory 972 857
Allowance to net realizable value (107) (95)
Total 5,154 4,377

Finished and work in progress products inventories by segments are presented in note 4(b) and the cost of goods sold is presented in note 5(a).

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11. Suppliers and contractors

June 30, 2022 December 31, 2021
Third parties - Brazil 1,625 1,766
Third parties - Abroad 1,811 1,620
Related parties (note 28) 228 89
Total 3,664 3,475

12. Other financial assets and liabilities

Current — June 30, 2022 December 31, 2021 Non-current — June 30, 2022 December 31, 2021
Other financial assets
Restricted cash - - 81 117
Derivative financial instruments (note 17a) 229 111 123 20
Investments in equity securities - - 6 6
229 111 210 143
Other financial liabilities
Derivative financial instruments (note 17a) 172 243 378 592
Other financial liabilities - Related parties (note 28) 171 393 - -
Financial
guarantees provided (note 6a) (i) - - 105 542
Liabilities related to the concession grant 754 760 1,337 1,437
Contract liability 487 566 - -
1,584 1,962 1,820 2,571

(i) In July 2022 (subsequent event), the Company signed a binding agreement with ArcelorMittal for the sale of CSP. At the closing, CSP's net debt will be settled and the financial liability related to the guarantee granted will be derecognised by Vale.

a) Liabilities related to the concession grant

On April 14, 2022, the Company prepaid US$168 of its concession grant obligation related to the Estrada de Ferro Carajás ("EFC") as approved by the Board of Directors on October 28, 2021. The outstanding balance will be settled in quarterly installments until 2057.

June 30, 2022 Liability — December 31, 2021 June 30, 2022 Discount rate — December 31, 2021
Concession grant 468 586 11.04% 11.04%
Midwestern Integration Railway ("FICO") 1,261 1,206 5.73% 5.29%
Infrastructure program 336 343 5.78% 5.43%
West-East Integration Railway ("FIOL") 26 62 8.45% 5.81%
Total 2,091 2,197

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  1. Investments in subsidiaries, associates, and joint ventures
Investments in associates and joint ventures Equity results in the income statement Dividends received
Three-month period ended June 30, Six-month period ended June 30, Three-month period ended June 30, Six-month period ended June 30,
Associates and joint ventures % ownership % voting capital June 30, 2022 December 31, 2021 2022 2021 2022 2021 2022 2021 2022 2021
Ferrous minerals
Baovale Mineração S.A. 50.00 50.00 24 21 - 1 1 3 - - - -
Companhia Coreano-Brasileira de Pelotização 50.00 50.00 74 51 10 10 22 16 10 2 10 2
Companhia Hispano-Brasileira de Pelotização 50.89 50.89 40 38 - - - - 1 7 1 7
Companhia Ítalo-Brasileira de Pelotização 50.90 51.00 59 48 12 9 13 13 19 6 19 6
Companhia Nipo-Brasileira de Pelotização 51.00 51.11 139 129 12 9 22 13 41 7 41 7
MRS Logística S.A. 48.16 46.75 474 418 20 19 30 36 - - - -
Samarco Mineração S.A. (note 22) 50.00 50.00 - - - - - - - - - -
VLI S.A. 29.60 29.60 415 408 (2) 7 (20) (8) - - - -
1,225 1,113 52 55 68 73 71 22 71 22
Base metals
Korea Nickel Corp. 25.00 25.00 18 17 1 - 3 - - - -
18 17 1 - 3 - - - - -
Other
Aliança Geração de Energia S.A. 55.00 55.00 383 367 8 7 16 17 - 21 - 21
Aliança Norte Energia Participações S.A. 51.00 51.00 109 105 (1) (2) (3) (3) - - - -
California Steel Industries, Inc. (note 13b) 50.00 50.00 - - - 48 - 61 - - 65 -
Companhia Siderúrgica do Pecém ("CSP") 50.00 50.00 - 99 - - - (42) - - - -
Mineração Rio do Norte S.A. 40.00 40.00 - - - 7 - (3) - - - -
Other - - 56 50 1 1 3 - - - - -
548 621 8 61 16 30 - 21 65 21
Total 1,791 1,751 61 116 87 103 71 43 136 43

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a) Changes in the period

2022 2021
Balance at January 1, 1,751 2,031
Capital contributions to CSP - 42
Translation adjustment 111 70
Equity results 87 103
Dividends declared (48) (49)
Equity results reclassified to discontinued operations (note 14a) - (26)
Other (110) 26
Balance at June 30, 1,791 2,197

b) Acquisitions and divestitures

California Steel Industries (“CSI”) : In December 2021, the Company entered into a binding agreement with Nucor Corporation (“Nucor”) for the sale of its 50% interest in CSI for US$437. In February 2022, the Company concluded the sale and recorded a gain of US$297 for the six-month period ended June 30, 2022, as “Equity results and other results in associates and joint ventures”, of which US$147 relates to a gain from the sale and US$150 is due to the reclassification of the cumulative translation adjustments from the stockholders’ equity to the income statement.

Corporate Venture Capital: In June 2022, the Company created a corporate venture capital initiative (“Vale Ventures”) to invest in global startups involved in sustainable mining initiatives, with a capital investment of US$100. The purpose of Vale Ventures is to acquire minority stakes in startups focused on decarbonization in the mining value chain, zero-waste mining, energy transition metals and other technologies.

Vale Nouvelle-Calédonie S.A.S. (“VNC”) : In December 2020, the Company signed a binding put option agreement to sell its interest in VNC for an immaterial consideration to Prony Resources consortium. With the final agreement signed in March 2021, the Company recorded a loss in the amount of US$98, presented as “Impairment reversal (impairment and disposals) of non-current assets, net” in the income statement for the period ended June 30, 2021. In the same period, the Company also recorded a gain of US$1,132 due to the cumulative translation adjustments reclassification from the stockholders’ equity to the income statement as “Other financial items, net”.

14. Non-current assets and liabilities held for sales and discontinued operations

June 30, 2022 — Midwestern System assets December 31, 2021 — Coal (Discontinued operation) Manganese assets Other Total
Assets
Accounts receivable 30 - 11 - 11
Inventories 5 167 12 - 179
Taxes 15 364 17 - 381
Investments - - - 377 377
Property, plant and equipment 214 - - 6 6
Other assets 10 21 1 - 22
274 552 41 383 976
Liabilities
Suppliers and contractors 39 110 10 - 120
Other liabilities 88 232 3 - 235
127 342 13 - 355
Net assets held for sale 147 210 28 383 621

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a) Coal (Discontinued operation)

In June 2021, in preparation for a sale of the coal operation, in connection with the sustainable strategic mining agenda, the Company carried out a corporate reorganization by acquiring the interests held by Mitsui in the coal assets, which consist of Moatize mine and the Nacala Logistics Corridor (“NLC”). Following the acquisition of Mitsui’s stakes, and therefore, the simplification of the governance, the Company started the process of divesting its participation in the coal business.

In December 2021, the Company entered into a binding agreement with Vulcan Resources (formerly known as Vulcan Minerals - “Vulcan”) for the sale of these assets. Under the sale agreement Vulcan has committed to pay the gross amount of US$270, in addition of a 10-year royalty agreement subject to certain mine production and coal price conditions and so, due to the nature and uncertainties related to the measurement of these royalties, gains will be recognized as incurred.

Therefore, in 2021 the Company adjusted the net assets of the coal business to the fair value less costs of disposal, resulting in impairment losses, and started presenting the coal segment as a discontinued operation starting from the year ended December 31, 2021.

On April 25, 2022, the transaction was completed and the Company recorded a net income from discontinued operations of US$2,060 for the six-month period ended June 30, 2022, which is mainly driven by the reclassification of the cumulative translation adjustments of US$3,072, from the stockholders’ equity to the income statement, as required by IAS 21 - The Effects of Changes in Foreign Exchange Rates, partially offset by the derecognition of noncontrolling interest of US$585 due to the deconsolidation of the coal assets. Additionally, until the closing of the transaction, the Company recorded losses of US$589 due to the impairment of assets acquired in the period and working capital adjustments. These effects are presented below:

(a.i) Net income and cash flows from discontinued operations

Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Net income from discontinued operations
Net operating revenue - 161 448 253
Cost of goods sold and services rendered - (340) (264) (669)
Operating expenses - (2) (13) (2)
Impairment and disposals of non-current assets, net (429) (815) (589) (859)
Operating loss (429) (996) (418) (1,277)
Cumulative translation adjustments (i) 3,072 424 3,072 424
Other financial results, net - (39) (7) (38)
Derecognition of noncontrolling interest (585) - (585) -
Equity results in associates and joint ventures - (11) - (26)
Net income (loss) before income taxes 2,058 (622) 2,062 (917)
Income taxes - - (2) -
Net income (loss) from discontinued operations 2,058 (622) 2,060 (917)
Loss attributable to noncontrolling interests - (61) - (142)
Net income (loss) attributable to Vale's stockholders 2,058 (561) 2,060 (775)

(i) In 2021, the Company assessed that its Australian subsidiaries (part of the coal business), which were no longer operational, were considered "abandoned" under IAS 21 and, therefore, the Company recognized a gain related to the cumulative translation adjustments in the amount of US$424, which was reclassified to the net income for the period ended June 30, 2021.

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Notes to the Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated

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Three-month period ended June 30, — 2022 2021 Six-month period ended June 30, — 2022 2021
Cash flow from discontinued operations
Operating activities
Net income (loss) before income taxes 2,058 (622) 2,062 (917)
Adjustments:
Equity results in associates and joint ventures - 11 - 26
Impairment and disposals of non-current assets, net 429 815 589 859
Derecognition of noncontrolling interest 585 - 585 -
Financial Results, net (3,072) (385) (3,065) (386)
Decrease in assets and liabilities - (30) (130) (42)
Net cash provided (used) by operating activities - (211) 41 (460)
Investing activities
Additions to property, plant, and equipment - (36) (38) (65)
Acquisition of NLC, net of cash - (2,345) - (2,345)
Disposal of coal, net of cash (65) - (65) -
Other - 1 - 70
Net cash used in investing activities (65) (2,380) (103) (2,340)
Financing activities
Payments - (3) (11) (7)
Net cash used in financing activities - (3) (11) (7)
Net cash used by discontinued operations (65) (2,594) (73) (2,807)

b) Manganese ferroalloys operations in Minas Gerais

In January 2022, the Company completed the sale of its ferroalloys operations in Barbacena and Ouro Preto and its manganese mining operations at Morro da Mina, in the State of Minas Gerais, to VDL Group (“VDL”) for a total consideration of US$40. As the Company had already adjusted the net assets to the fair value less cost of disposal, the closing did not result in an additional impact on the income statement for the six-month period ended June 30, 2022. As a result, the Company no longer has manganese ferroalloys operations.

c) Midwestern System assets

During the first quarter of 2022, the Company classified the assets and liabilities related to the Midwestern System as held for sale due to the negotiations with interested parties in Vale’s iron ore, manganese and logistics assets in the Midwestern System, through its equity interests in Mineração Corumbaense Reunida S.A., Mineração Mato Grosso S.A., International Iron Company, Inc. and Transbarge Navegación S.A. These negotiations resulted in the execution of a binding agreement with J&F Mineração Ltda. (“J&F”) for the sale of these assets, which was signed on April 6, 2022.

The carrying amount of those assets were fully impaired in past years and the Company had a liability related to take-or-pay logistics contracts in the amount of US$932 that were deemed onerous contracts under the Company’s business model for the Midwestern System, which had negative reserves of US$892 before reclassification to “Non-current assets and liabilities held for sale”.

These offers received during the sale process of the assets represented an objective evidence of impairment reversal and the remeasurement of the existing provision, which led to a gain of US$1,104 recorded as “Impairment reversal (impairment and disposals) of non-current assets, net”, of which US$214 relates to the impairment reversal on the Property, plant and equipment and US$890 is due to the remeasurement of the onerous contract liability.

On July 15, 2022 (subsequent event), the transaction was completed and the Company received US$150. As the Company had already adjusted the net assets to the fair value less cost of disposal, the closing should not result in any additional impact to the income statement for the next quarter.

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Notes to the Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated

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  1. Intangible
Goodwill Concessions Software Research and development project and patents Total
Balance at December 31, 2021 3,208 5,223 86 494 9,011
Additions - 132 17 - 149
Disposals - (9) - - (9)
Amortization - (120) (22) - (142)
Translation adjustment 63 341 2 33 439
Balance at June 30, 2022 3,271 5,567 83 527 9,448
Cost 3,271 6,846 550 527 11,194
Accumulated amortization - (1,279) (467) - (1,746)
Balance at June 30, 2022 3,271 5,567 83 527 9,448
Goodwill Concessions Software Research and development project and patents Total
Balance at December 31, 2020 3,298 5,391 76 531 9,296
Additions - 57 21 - 78
Disposals - (5) - - (5)
Amortization - (115) (16) - (131)
Acquisition of NLC (note 14a) - 1,428 - - 1,428
Translation adjustment 104 204 3 20 331
Balance at June 30, 2021 3,402 6,960 84 551 10,997
Cost 3,402 8,097 789 551 12,839
Accumulated amortization - (1,137) (705) - (1,842)
Balance at June 30, 2021 3,402 6,960 84 551 10,997
  1. Property, plant, and equipment
Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Others Constructions in progress Total
Balance at December 31, 2021 8,137 7,232 4,743 7,742 2,334 1,537 2,484 7,722 41,931
Additions (i) - - - - - 29 - 2,343 2,372
Disposals (14) (8) (4) - (5) - (1) (45) (77)
Asset retirement obligation (note 23b) - - - (1,077) - - - - (1,077)
Depreciation, depletion and amortization (205) (245) (351) (236) (82) (94) (147) - (1,360)
Impairment reversal, net 56 34 64 39 - - 21 - 214
Transfer to asset held for sale - Midwestern System (note 14c) (56) (34) (64) (39) - - (21) - (214)
Translation adjustment 348 370 128 75 151 26 78 201 1,377
Transfers 240 297 303 347 73 - 207 (1,467) -
Balance at June 30, 2022 8,506 7,646 4,819 6,851 2,471 1,498 2,621 8,754 43,166
Cost 15,612 12,369 11,291 16,317 4,021 2,062 5,802 8,754 76,228
Accumulated depreciation (7,106) (4,723) (6,472) (9,466) (1,550) (564) (3,181) - (33,062)
Balance at June 30, 2022 8,506 7,646 4,819 6,851 2,471 1,498 2,621 8,754 43,166
Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Others Constructions in progress Total
Balance at December 31, 2020 8,591 7,591 4,933 8,054 2,523 1,563 2,495 5,398 41,148
Additions (i) - - - - - 45 - 2,151 2,196
Disposals (2) (3) (12) - (1) - - (26) (44)
Asset retirement obligation - - - (237) - - - - (237)
Depreciation, depletion and amortization (227) (234) (334) (254) (79) (81) (127) - (1,336)
Acquisition of NLC (note 14a) 235 456 102 - 2 33 2 92 922
Impairment, net - - - - - - - (88) (88)
Translation adjustment 264 271 138 237 93 11 80 229 1,323
Transfers 78 201 301 164 53 - 113 (910) -
Balance at June 30, 2021 8,939 8,282 5,128 7,964 2,591 1,571 2,563 6,846 43,884
Cost 15,905 12,739 11,251 17,406 4,047 2,011 5,712 6,846 75,917
Accumulated depreciation (6,966) (4,457) (6,123) (9,442) (1,456) (440) (3,149) - (32,033)
Balance at June 30, 2021 8,939 8,282 5,128 7,964 2,591 1,571 2,563 6,846 43,884

(i) Includes capitalized interest.

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Notes to the Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated

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Right-of-use assets (leases)

December 31, 2021 Additions and contract modifications Depreciation Translation adjustment June 30, 2022
Ports 680 1 (26) 7 662
Vessels 492 - (22) - 470
Pelletizing plants 215 15 (23) 14 221
Properties 84 13 (15) 6 88
Energy plants 49 - (4) - 45
Mining equipment 17 - (4) (1) 12
Total 1,537 29 (94) 26 1,498

Lease liabilities are presented in note 20.

  1. Financial and capital risk management

a) Effects of derivatives on the balance sheet

Assets — June 30, 2022 December 31, 2021
Current Non-current Current Non-current
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap 2 3 - -
IPCA swap 50 - 41 -
Pre-dollar swap and forward transactions 66 55 20 9
Libor swap 23 30 1 11
141 88 62 20
Commodities price risk
Base metals products 54 35 28 -
Gasoil, Brent and freight 27 - 8 -
81 35 36 -
Other 7 - 13 -
7 - 13 -
Total 229 123 111 20
Liabilities — June 30, 2022 December 31, 2021
Current Non-current Current Non-current
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap 90 226 151 440
IPCA swap 1 77 6 113
Pre-dollar swap and forward transactions 10 65 57 38
Libor swap - - - 1
101 368 214 592
Commodities price risk
Base metals products 64 - 27 -
Gasoil, Brent and freight 5 - 2 -
69 - 29 -
Other 2 10 - -
2 10 - -
Total 172 378 243 592

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b) Net exposure

June 30, 2022 December 31, 2021
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap (311) (591)
IPCA swap (28) (78)
Pre-dollar swap and forward transactions 46 (66)
Libor swap (i) 53 11
(240) (724)
Commodities price risk
Base metals products 25 1
Gasoil, Brent and freight 22 6
47 7
Other (5) 13
(5) 13
Total (198) (704)

(i) In March 2021, the UK Financial Conduct Authority (“FCA”), the financial regulator in the United Kingdom, announced the discontinuation of the LIBOR rate for all terms in pounds, euros, Swiss francs, yen and for terms of one week and two months in dollars at the end of December 2021 and the other terms at the end of June 2023. The Company has a multidisciplinary group dedicated to studying the rate transition and its potential impacts and is monitoring and advising various areas of Vale on the necessary initiatives.

c) Effects of derivatives on the income statement

Gain (loss) recognized in the income statement — Three-month period ended June 30, Six-month period ended June 30,
2022 2021 2022 2021
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap (121) 308 269 84
IPCA swap (11) 57 66 22
Eurobonds swap - - - (28)
Pre-dollar swap and forward operations (163) 426 198 221
Libor swap 7 (3) 42 7
(288) 788 575 306
Commodities price risk
Base metals products 16 - 9 (2)
Gasoil, Brent and freight 10 64 25 108
26 64 34 106
Other (8) 4 (18) 5
(8) 4 (18) 5
Total (270) 856 591 417

d) Effects of derivatives on the cash flows

Financial settlement inflows (outflows) — Three-month period ended June 30, Six-month period ended June 30,
2022 2021 2022 2021
Foreign exchange and interest rate risk
CDI & TJLP vs. US$ fixed and floating rate swap (17) (27) (43) (67)
IPCA swap 8 3 11 (65)
Eurobonds swap - - - (29)
Pre-dollar swap and forward operations 54 13 84 (62)
Libor swap - - (1) (1)
45 (11) 51 (224)
Commodities price risk
Base metals products (93) (1) (178) (8)
Gasoil, Brent and freight 6 72 9 92
(87) 71 (169) 84
Other - - - 1
Total (42) 60 (118) (139)

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e) Hedge accounting

Gain (loss) recognized in the other comprehensive income — Three-month period ended June 30, Six-month period ended June 30,
2022 2021 2022 2021
Net investment hedge (145) 202 74 42
Cash flow hedge (Thermal coal) - (7) - (7)
Cash flow hedge (Nickel and Palladium) 312 (28) 8 (19)

Cash flow hedge (Nickel)

Notional (ton) — June 30, 2022 December 31, 2021 Bought / Sold Average strike (US$/ton) Fair value — June 30, 2022 December 31, 2021 Financial settlement Inflows (Outflows) — June 30, 2022 Value at Risk — June 30, 2022 Fair value by year — 2022 2023
Nickel Revenue Hedge Program
Forward 31,875 39,575 S 23,117 9 (26) (188) 39 (63) 72
Total 9 (26) (188) 39 (63) 72

In 2022, the Company renewed its hedge nickel program due to the high volatility of nickel prices linked to future cash flows forecast for the period. In this program, hedging operations were executed, through forward contracts, to protect a portion of the projected volume of sales at floating, highly probable realization prices, guaranteeing prices above the average unit cost of nickel production for the protected volumes. The contracts are traded on the London Metal Exchange or over-the-counter market and the hedged item's P&L is offset by the hedged item’s P&L due to Nickel price variation.

Cash flow hedge (Palladium)

Notional (t oz) — June 30, 2022 December 31, 2021 Bought / Sold Average strike (US$/t oz) Fair value — June 30, 2022 December 31, 2021 Financial settlement Inflows (Outflows) — June 30, 2022 Value at Risk — June 30, 2022 Fair value by year — 2022
Palladium Revenue Hedge Program
Call Options 22,114 44,228 S 3,368 - (1) - - -
Put Options 22,114 44,228 B 2,436 13 26 6 5 13
Total 13 25 6 5 13

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f) Protection programs for the R$ denominated debt instruments and other liabilities

Notional — June 30, 2022 December 31, 2021 Index Average rate Fair value — June 30, 2022 December 31, 2021 Financial Settlement Inflows (Outflows) — June 30, 2022 Value at Risk — June 30, 2022 Fair value by year — 2022 2023 2024+
CDI vs. US$ fixed rate swap (236) (461) (19) 32 (49) (36) (151)
Receivable R$ 7,476 R$ 8,142 CDI 100.20%
Payable US$ 1,750 US$ 1,906 Fix 2.50%
TJLP vs. US$ fixed rate swap (76) (130) (22) 5 (15) (8) (53)
Receivable R$ 966 R$ 1,192 TJLP + 1.07%
Payable US$ 250 US$ 320 Fix 3.32%
R$ fixed rate vs. US$ fixed rate swap 2 62 4 55 - 16 (14)
Receivable R$ 15,912 R$ 5,730 Fix 4.96%
Payable US$ 3,043 US$ 1,084 Fix -1.50%
IPCA vs. US$ fixed rate swap (78) (118) 11 7 - (4) (74)
Receivable R$ 1,402 R$ 1,508 IPCA + 4.54%
Payable US$ 347 US$ 373 Fix 3.88%
IPCA vs. CDI swap 50 40 - - 50 - -
Receivable R$ 811 R$ 769 IPCA + 6.63%
Payable R$ 1,350 R$ 1,350 CDI 98.76%
Forward R$ 4,755 R$ 6,013 B 5.46 44 (4) 88 14 15 29 -

g) Protection program for Libor floating interest rate US$ denominated debt

Notional — June 30, 2022 December 31, 2021 Index Average rate Fair value — June 30, 2022 December 31, 2021 Financial Settlement Inflows (Outflows) — June 30, 2022 Value at Risk — June 30, 2022 2022 2023 2024+
Libor vs. US$ fixed rate swap 53 11 (1) 3 8 30 15
Receivable US$ 950 US$ 950 Libor 0.13%
Payable US$ 950 US$ 950 Fix 0.48%

h) Protection for treasury volatility related to tender offer transaction

To reduce the volatility of the premium to be paid to investors for the tender offer transaction issued on June 9, 2022, treasury lock transactions were implemented and already settled.

Notional — June 30, 2022 December 31, 2021 Average rate Fair value — June 30, 2022 December 31, 2021 Financial Settlement Inflows (Outflows) — June 30, 2022 Value at Risk — June 30, 2022 2022
Forwards - - - - - (8) - -

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i) Protection program for product prices and input costs

Notional — June 30, 2022 December 31, 2021 Bought / Sold Average strike (US$/bbl) Fair value — June 30, 2022 December 31, 2021 Financial settlement Inflows (Outflows) — June 30, 2022 Value at Risk — June 30, 2022 Fair value by year — 2022
Brent crude oil (bbl)
Call options 8,493,000 762,000 B 118 26 7 9 9 26
Put options 8,493,000 762,000 S 82 (5) (2) - 2 (5)
Forward Freight Agreement (days)
Freight forwards (days) 690 330 B 24,764 1 1 - 1 1

j) Other derivatives, including embedded derivatives in contracts

Notional — June 30, 2022 December 31, 2021 Bought / Sold Average strike (US$/bbl) Fair value — June 30, 2022 December 31, 2021 Financial settlement Inflows (Outflows) — June 30, 2022 Value at Risk — June 30, 2022 Fair value — 2022+
Option related to a Special Purpose Entity “SPE” (quantity)
Call option 137,751,623 137,751,623 B 3.21 7 15 - 3 7
Embedded derivative in natural gas purchase agreement (volume/month)
Call options 746,667 729,571 S 233 (12) (1) - 8 (12)
Fixed price sales protection (ton)
Nickel forwards 216 342 B 16,283 1 1 1 1 1
Hedge program for products acquisition for resale (tons)
Nickel forwards 986 1,206 S 26,192 3 (1) 3 1 3

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k) 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:

  • Probable: the probable scenario was defined as the fair value of the derivative instruments as of June 30, 2022.

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

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

Instrument Instrument's main risk events Probable Scenario I Scenario II
CDI vs. US$ fixed rate swap R$ depreciation (236) (662) (1,089)
US$ interest rate inside Brazil decrease (236) (280) (329)
Brazilian interest rate increase (236) (279) (322)
Protected item: R$ denominated liabilities R$ depreciation n.a. - -
TJLP vs. US$ fixed rate swap R$ depreciation (76) (138) (200)
US$ interest rate inside Brazil decrease (76) (81) (86)
Brazilian interest rate increase (76) (87) (96)
TJLP interest rate decrease (76) (83) (90)
Protected item: R$ denominated debt R$ depreciation n.a. - -
R$ fixed rate vs. US$ fixed rate swap R$ depreciation 2 (691) (1,383)
US$ interest rate inside Brazil decrease 2 (62) (128)
Brazilian interest rate increase 2 (171) (327)
Protected item: R$ denominated debt R$ depreciation n.a. - -
IPCA swap vs. US$ fixed rate swap R$ depreciation (78) (165) (252)
US$ interest rate inside Brazil decrease (78) (88) (98)
Brazilian interest rate increase (78) (97) (115)
IPCA index decrease (78) (89) (99)
Protected item: R$ denominated debt R$ depreciation n.a. - -
IPCA swap vs. CDI swap Brazilian interest rate increase 50 50 49
IPCA index decrease 50 50 50
Protected item: R$ denominated debt linked to IPCA IPCA index decrease n.a. (50) (50)
US$ floating rate vs. US$ fixed rate swap US$ Libor decrease 53 34 15
Protected item: Libor US$ indexed debt US$ Libor decrease n.a. (34) (15)
NDF BRL/USD R$ depreciation 44 (142) (328)
US$ interest rate inside Brazil decrease 44 35 26
Brazilian interest rate increase 44 18 (5)
Protected item: R$ denominated liabilities R$ depreciation n.a. - -
Instrument Instrument's main risk events Probable Scenario I Scenario II
Fuel oil protection
Options Price input decrease 21 (53) (244)
Protected item: Part of costs linked to fuel oil prices Price input decrease n.a. 53 244
Forward Freight Agreement
Forwards Freight price decrease 1 (4) (8)
Protected item: Part of costs linked to maritime freight prices Freight price decrease n.a. 4 8
Nickel sales fixed price protection
Forwards Nickel price decrease 1 - (1)
Protected item: Part of nickel revenues with fixed prices Nickel price decrease n.a. - 1
Hedge program for products acquisition for resale (tons)
Forwards Nickel price increase 3 (4) (10)
Protected item: Part of revenues from products for resale Nickel price increase n.a. 4 10
Nickel Revenue Hedging Program
Options Nickel price increase 9 (170) (349)
Protected item: Part of nickel revenues with fixed sales prices Nickel price increase n.a. 170 349
Palladium Revenue Hedging Program
Options Palladium price increase 13 5 -
Protected item: Part of palladium future revenues Palladium price increase n.a. (5) -
Option - SPCs SPCs stock value decrease 7 - -

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Instrument Main risks Probable Scenario I Scenario II
Embedded derivatives - Gas purchase Pellet price increase (12) (25) (42)

l) Financial counterparties’ ratings

The transactions of derivative instruments, cash and cash equivalents as well as short-term 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 as published by Moody’s regarding the main financial institutions used by the Company to contract derivative instruments, cash and cash equivalents transaction.

June 30, 2022 — Cash and cash equivalents and investment Derivatives December 31, 2021 — Cash and cash equivalents and investment Derivatives
Aa1 48 - 128 -
Aa2 385 7 285 15
Aa3 305 41 495 34
A1 847 46 1,145 3
A2 2,214 166 3,478 39
A3 1,720 46 1,518 20
Baa1 101 - 90 -
Baa2 15 - 10 -
Ba2 (i) 457 36 2,763 5
Ba3 (i) 1,115 3 1,988 -
Other 26 7 5 15
7,233 352 11,905 131

(i) A substantial part of the balances is held with financial institutions in Brazil and, in local currency, they are deemed investment grade .

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  1. Financial assets and liabilities

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

Financial assets June 30, 2022 — Amortized cost At fair value through OCI At fair value through profit or loss Total December 31, 2021 — Amortized cost At fair value through OCI At fair value through profit or loss Total
Current
Cash and cash equivalents (note 20) 7,185 - - 7,185 11,721 - - 11,721
Short-term investments (note 20) - - 48 48 - - 184 184
Derivative financial instruments (note 17a) - - 229 229 - - 111 111
Accounts receivable (note 9) 391 - 1,757 2,148 703 - 3,211 3,914
7,576 - 2,034 9,610 12,424 - 3,506 15,930
Non-current
Judicial deposits (note 25c) 1,328 - - 1,328 1,220 - - 1,220
Restricted cash (note 12) 81 - - 81 117 - - 117
Derivative financial instruments (note 17a) - - 123 123 - - 20 20
Investments in equity securities (note 12) - 6 - 6 - 6 - 6
1,409 6 123 1,538 1,337 6 20 1,363
Total of financial assets 8,985 6 2,157 11,148 13,761 6 3,526 17,293
Financial liabilities
Current
Suppliers and contractors (note 11) 3,664 - - 3,664 3,475 - - 3,475
Derivative financial instruments (note 17a) - - 172 172 - - 243 243
Loans, borrowings and leases (note 20) 935 - - 935 1,204 - - 1,204
Liabilities related to the concession grant (note 12a) 754 - - 754 760 - - 760
Other financial liabilities - Related parties (note 28) 171 - - 171 393 - - 393
Contract liability 487 - - 487 566 - - 566
6,011 - 172 6,183 6,398 - 243 6,641
Non-current
Derivative financial instruments (note 17a) - - 378 378 - - 592 592
Loans, borrowings and leases (note 20) 11,673 - - 11,673 12,578 - - 12,578
Participative stockholders' debentures (note 19) - - 3,219 3,219 - - 3,419 3,419
Liabilities related to the concession grant (note 12a) 1,337 - - 1,337 1,437 - - 1,437
Financial guarantees (note 6a) - - 105 105 - - 542 542
13,010 - 3,702 16,712 14,015 - 4,553 18,568
Total of financial liabilities 19,021 - 3,874 22,895 20,413 - 4,796 25,209

a) Hierarchy of fair value

June 30, 2022 — Level 1 Level 2 Level 3 Total December 31, 2021 — Level 1 Level 2 Level 3 Total
Financial assets
Short-term investments (note 20) 48 - - 48 184 - - 184
Derivative financial instruments (note 17a) - 345 7 352 - 118 13 131
Accounts receivable (note 9) - 1,757 - 1,757 - 3,211 - 3,211
Investments in equity securities (note 12) 6 - - 6 6 - - 6
54 2,102 7 2,163 190 3,329 13 3,532
Financial liabilities
Derivative financial instruments (note 17a) - 550 - 550 - 835 - 835
Participative stockholders' debentures (note 19) - 3,219 - 3,219 - 3,419 - 3,419
Financial guarantees (note 6) - 105 - 105 - 542 - 542
- 3,874 - 3,874 - 4,796 - 4,796

There were no transfers between levels 1, 2 and 3 of the fair value hierarchy during the periods presented.

a.i) Changes in Level 3 assets and liabilities during the period

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Derivative financial instruments — Financial assets Financial liabilities
Balance at December 31, 2021 13 -
Losses recognized in the income statement (6) -
Balance at June 30, 2022 7 -

b) Fair value of loans and borrowings

June 30, 2022 — Carrying amount Fair value December 31, 2021 — Carrying amount Fair value
Quoted in the secondary market:
Bonds 6,158 6,241 7,448 9,151
Debentures 399 411 387 387
Debt contracts in Brazil in:
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 317 318 354 449
R$, with fixed interest 6 6 13 -
Basket of currencies and bonds in US$ indexed to LIBOR - - 11 11
Debt contracts in the international market in:
US$, with variable and fixed interest 3,912 3,629 3,615 3,231
Other currencies, with variable interest 10 10 87 54
Other currencies, with fixed interest 94 95 107 117
Total 10,896 10,710 12,022 13,400

19. Participative stockholders’ debentures

At the time of its privatization in 1997, the Company issued a total of 388,559,056 debentures to then-existing stockholders, including the Brazilian Government. The debentures’ terms were set to ensure that pre-privatization stockholders would participate in potential future benefits that might be obtained from exploration of mineral resources. This obligation related to the debentures will cease when all the relevant mineral resources are exhausted, sold or otherwise disposed of by the Company.

Holders of participative stockholders’ debentures have the right to receive semi-annual payments equal to an agreed percentage of revenues less value-added tax, transport fee and insurance expenses related to the trading of the products, derived from these mineral resources. On April 1, 2022, the Company made available for withdrawal as remuneration the amount of US$235 for the second semester of 2021, as disclosed on the “Shareholders’ debentures report” made available on the Company’s website.

To calculate the fair value of the liability, the Company uses the weighted average price of trades in the secondary market for the last month of the quarter. The average price decreased from R$49.10 per debenture for the year ended December 31, 2021, to R$43.39 per debenture for the period ended June 30, 2022, resulting in a gain of US$288 recorded in the income statement for the six-month period ended June 30, 2022. As of June 30, 2022, the liability was US$3,219 (US$3,419 as of December 31, 2021).

  1. Loans, borrowings, leases, cash and cash equivalents and short-term investments

a) Net debt

The Company evaluates the net debt with the objective of ensuring the continuity of its business in the long term.

June 30, 2022 December 31, 2021
Debt contracts 11,031 12,180
Leases 1,577 1,602
Total of loans, borrowings and leases 12,608 13,782
(-) Cash and cash equivalents 7,185 11,721
(-) Short-term investments 48 184
Net debt 5,375 1,877

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Notes to the Interim Financial Statements Expressed in millions of United States dollar, unless otherwise stated

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b) Cash and cash equivalents

Cash and cash equivalents include cash, immediately redeemable deposits, and short-term investments with an insignificant risk of change in value and readily convertible to cash, being US$3,389 (US$6,714 in 2021) denominated in R$, indexed to the CDI, US$2,993(US$4,769 in 2021) denominated in US$ and US$803 (US$238 in 2021) denominated in other currencies as of June 30, 2022.

c) Short-term investments

As of June 30, 2022, the balance of US$48 (US$184 as of December 31, 2021) substantially comprises investments in exclusive investment fund immediately liquidity, whose portfolio is composed of committed transactions and Financial Treasury Bills (“LFTs”), which are floating-rate securities issued by the Brazilian government.

d) Loans, borrowings, and leases

i) Total debt

Average interest rate (i) Current liabilities — June 30, 2022 December 31, 2021 Non-current liabilities — June 30, 2022 December 31, 2021
Quoted in the secondary market:
US$ Bonds 6.00% - - 6,158 7,448
R$ Debentures (ii) 11.41% 202 186 197 201
Debt contracts in Brazil in (iii):
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 10.93% 64 95 253 259
R$, with fixed interest 2.78% 6 12 - 1
Basket of currencies and bonds in US$ indexed to LIBOR - - 11 - -
Debt contracts in the international market in:
US$, with variable and fixed interest 3.12% 354 479 3,558 3,136
Other currencies, with variable interest 4.10% - 77 10 10
Other currencies, with fixed interest 3.58% 12 12 82 95
Accrued charges 135 158 - -
Total 773 1,030 10,258 11,150

(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable as of June 30, 2022.

(ii) The Company has debentures in Brazil that were raised with BNDES for infrastructure investment projects.

(iii) The Company contracted derivatives to mitigate the exposure to changes in cash flows of debt contracted in Brazil, resulting in an average cost of 3.46% per year in US$.

Future flows of debt payments, principal and interest

Principal Estimated future interest payments (i)
2022 568 276
2023 105 563
2024 611 531
2025 152 484
Between 2026 and 2030 3,536 1,610
2031 onwards 5,924 2,376
Total 10,896 5,840

(i) Based on interest rate curves and foreign exchange rates applicable as of June 30, 2022 and considering that the payments of principal will be made on their contracted payments dates. The amount includes the estimated interest not yet accrued and the interest already recognized in the financial statements.

Covenants

Some of the Company’s debt agreements with lenders contain financial covenants. The primary financial covenants in those agreements require maintaining certain ratios, such as debt to EBITDA, which is defined in note 4, and interest coverage. The Company did not identify any instances of noncompliance as of June 30, 2022.

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Reconciliation of debt to cash flows arising from financing activities

Quoted in the secondary market Debt contracts in Brazil Debt contracts on the international market Total
December 31, 2021 7,974 380 3,826 12,180
Additions - - 625 625
Repayments (1,317) (174) (337) (1,828)
Interest paid (i) (388) (37) (31) (456)
Cash flow from financing activities (1,705) (211) 257 (1,659)
Effect of exchange rate 71 77 (76) 72
Interest accretion 318 89 31 438
Non-cash changes 389 166 (45) 510
June 30, 2022 6,658 335 4,038 11,031

(i) Classified as cash flow due to operational activities.

Funding and repayments

In January 2022, the Company contracted two credit lines of US$425 with The Bank of Nova Scotia, indexed to Libor and maturing in 2027. The Company prepaid US$200 of a line of credit maturing in 2023 with the same bank.

In May 2022, the Company contracted the credit line of US$200 with MUFG Bank indexed to Secured Overnight Financing Rate (“SOFR”) and maturing in 2027.

In January 2021, the Company contracted the credit line of US$300 with The New Development Bank maturing in 2035 and indexed to Libor + 2.49% per year.

Bond tender offers

In June 2022, the Company repurchased US$1,291 of its Bonds and paid a premium of US$113, which has been recorded and is presented as “Bond premium repurchase” under the financial results for the six-month period ended June 30, 2022.

In March 2021, the Company redeemed all of its 3.750% bonds due January 2023, in the total amount of US$884 (EUR750 million) and paid a premium of US$63, which was recorded and is presented as “Bond premium repurchase” under the financial results for the six-month period ended June 30, 2021.

Lease liabilities

December 31, 2021 Additions and contract modifications Payments (i) Interest Transfer to liabilities held for sale Translation adjustment June 30, 2022
Ports 713 1 (36) 14 (17) 10 685
Vessels 489 - (31) 9 - (1) 466
Pelletizing plants 225 15 (2) 6 - 13 257
Properties 103 13 (22) 1 - 7 102
Energy plants 59 - (3) 1 - - 57
Mining equipment 13 - (4) 1 - - 10
Total 1,602 29 (98) 32 (17) 29 1,577
Current liabilities 174 - - - - - 162
Non-current liabilities 1,428 - - - - - 1,415
Total 1,602 - - - - - 1,577

(i) The total amount of the variable lease payments not included in the measurement of the lease liabilities for the six-month period ended June 30, 2022 was US$143 (2021: US$111).

Annual minimum payments and remaining lease term

The following table presents the undiscounted lease obligation by maturity date. The lease liability recognized in the balance sheet is measured at the present value of such obligations.

2022 2023 2024 2025 2026 onwards Total Remaining contractual term (years) Discount rate
Ports 34 65 64 63 743 969 2 to 21 3% to 6%
Vessels 32 62 60 59 345 558 3 to 11 3% to 4%
Pelletizing plants 50 50 41 41 117 299 2 to 11 2% to 5%
Properties 16 24 21 13 42 116 2 to 8 2% to 6%
Energy plants 3 6 6 6 55 76 8 4% to 6%
Mining equipment 1 4 3 3 1 12 2 to 6 2% to 6%
Total 136 211 195 185 1,303 2,030

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e) Guarantees

As of December 31, 2021, loans and borrowings were secured by property, plant and equipment in the amount of US$82, which ended as of June 30, 2022.

  1. Brumadinho dam failure

On January 25, 2019, a tailings dam (“Dam I”) failed at the Córrego do Feijão mine, in the city of Brumadinho, State of Minas Gerais. The failure released a flow of tailings debris, destroying some of Vale’s facilities, affecting local communities and disturbing the environment. The tailings released have caused an impact of around 315 km in extension, reaching the nearby Paraopeba River. The dam failure in Brumadinho (“event”) resulted in 270 fatalities or presumed fatalities, including 4 victims still missing, and caused extensive property and environmental damage in the region.

As a result, on February 4, 2021, the Company entered into a Judicial Settlement for Integral Reparation (“Global Settlement”), which was under negotiations since 2019, with the State of Minas Gerais, the Public Defender of the State of Minas Gerais and the Federal and the State of Minas Gerais Public Prosecutors Offices, to repair the environmental and social damage resulting from the Dam I rupture.

Changes on the provisions in the period

Consolidated — December 31, 2021 Operating expense Present value adjustment Disbursements Translation adjustment June 30, 2022
Global Settlement for Brumadinho
Payment obligations 1,427 - 76 (239) 107 1,371
Provision for socio-economic reparation and others 852 - 19 (30) 60 901
Provision for social and environmental reparation 705 - 68 (12) 37 798
2,984 - 163 (281) 204 3,070
Commitments
Tailings containment and geotechnical safety 318 126 (1) (44) 19 418
Individual indemnification 115 - - (46) 8 77
Other commitments 120 - (1) (12) 8 115
553 126 (2) (102) 35 610
3,537 126 161 (383) 239 3,680
Current liabilities 1,156 - - - - 1,060
Non-current liabilities 2,381 - - - - 2,620
Liabilities 3,537 - - - - 3,680
Discount rate 8.08% 8.75%

The Company has incurred expenses, which have been recognized straight to the income statement, in relation to communication services, accommodation and humanitarian assistance, equipment, legal services, water, food aid, taxes, among others. In the three and six-month periods ended June 30, 2022, the Company incurred expenses in the amounts of US$154 and US$277, respectively (2021: US$185 and US$300, respectively).

a) Global Settlement for Brumadinho

The Global Agreement includes: (i) payment obligations, of which the funds will be used directly by the State of Minas Gerais and Institutions of Justice for socio-economic and socio-environmental compensation projects; (ii) socioeconomic projects in Brumadinho and other municipalities; and (iii) compensation of the environmental damage caused by the dam rupture.

Measures (i) and (ii) will be carried out directly by the Company for an average period of 5 years. Although the agreement specifies an amount for each project, the project execution is under Vale's responsibility and changes in the original budget and deadlines may have an impact in the provision. In addition, despite the amount set by Global Settlement to carry out the environmental recovery actions, it has no cap due to the Company's legal obligation to fully repair the environmental damage caused by the dam rupture. Therefore, despite the fact Vale is monitoring this provision, the amount recorded could materially change depending on several factors that are not under the Company’s control.

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b) Contingencies and other legal matters

(b.i) Public civil actions brought by the State of Minas Gerais and state public prosecutors for damages resulting from the rupture of Dam I

The Company is party to public civil actions brought by the State of Minas Gerais and justice institutions, claiming compensation for socioeconomic and socio-environmental damages resulting from the dam failure and seeking a broad range of preliminary injunctions ordering Vale to take specific remediation and reparation actions. As a result of the Global Settlement, the requests for the reparation of socio-environmental and socioeconomic damages caused by the dam rupture were substantially resolved. Indemnifications for individual damages was excluded from the Global Settlement, and the parties ratified the agreement with the Public Defendants of the State of Minas Gerais. Thus, the Company is continuing to enter into individual agreements.

(b.ii) Collective Labor Civil Action

In 2021, public civil actions were filed in the Betim Labor Court in the State of Minas Gerais, by a workers' union claiming the payment of compensation for death damages to own and outsourced employees, who died as a result of the rupture of Dam I. An initial sentence was published condemning Vale to pay US$191 thousand (R$1 million) per fatal victim. Vale is defending itself on the lawsuits and understands that the likelihood of loss is possible.

(b.iii) U.S. Securities putative class action suit

Vale is defending itself in a putative class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale. The Lead Plaintiff alleges that Vale made false and misleading statements or omitted to make disclosures concerning the risks of the operations of Dam I in the Córrego de Feijão mine and the adequacy of the related programs and procedures. Following the decision of the Court, in May 2020, that denied the Motion to Dismiss presented by the Company, the Discovery phase has started and is expected to be concluded in 2022.

On November 24, 2021, a new Complaint was filed before the same Court by eight Plaintiffs, all investment funds, as an “opt-out” litigation from the putative class action already pending in the Eastern District of New York court, asserting virtually the same claims against the same defendants as those in the putative class case.

Based on the evaluation of the Company's legal counsel and given the very preliminary stage, the expectation of loss of these processes is classified as possible. However, considering the initial stage of this putative class action, it is not possible at this time to reliably estimate the amount of a potential loss. The Plaintiff did not specify the amounts alleged in this demand.

(b.iv) Arbitration proceedings in Brazil filed by minority stockholders and a class association

In Brazil, Vale is a defendant in (i) one arbitration filed by 385 minority stockholders, (ii) two arbitrations filed by a class association allegedly representing all Vale’s minority stockholders, and (iii) three arbitrations filed by foreign investment funds.

In the six proceedings, the Claimants argue Vale was aware of the risks associated with the dam, and failed to disclose it to the stockholders, which would be required under the Brazilian applicable laws and the rules of Comissão de Valores Mobiliários (Securities and Exchange Commission in Brazil). Based on such argument, they claim compensation for losses caused by the decrease of the value of the shares.

Based on the assessment of the Company's legal advisors, the expectation of loss is classified as possible for the six procedures and, considering the initial phase, it is not possible at this time to reliably estimate the amount of a possible loss.

In one of the proceedings filed by foreign funds, the Claimants initially estimated the amount of the alleged losses would be approximately US$344 (R$1,800 million). In another proceeding filed by foreign funds, the Claimants initially estimated the amount of the alleged losses would be approximately US$745 (R$3,900 million). The Company disagrees with the ongoing proceedings and understands that, in this case and at the current stage of the proceedings, the probability of loss in the amount claimed by the foreign funds is remote.

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(b.v) Investigations conducted by CVM and the Securities and Exchange Commission (“SEC”)

On April 28, 2022, SEC filed a suit against Vale alleging violations of U.S. securities laws arising from Vale’s disclosures about its dam safety management, including the dam at Brumadinho. The SEC could seek the imposition of civil monetary penalties, disgorgement and other relief within the SEC’s authority in a lawsuit filed in a federal court. Vale believes that its disclosures did not violate U.S. law and will contest such allegations. Considering that the lawsuit is in its initial phase, it is not yet possible to reliably estimate the amount of a possible loss to the Company.

CVM is also conducting investigations relating to Vale's disclosure of relevant information to shareholders, investors and the market in general, especially regarding the conditions and management of Vale's dams. Currently, it is not possible to reliably estimate the amount of a possible loss to the Company.

(b.vi) Criminal proceedings and investigations

In January 2020, the State Prosecutors of Minas Gerais (“MPMG”) filed criminal charges against 16 individuals (including former executive officers of Vale and former employees) for a number of potential crimes, including homicide, and against Vale S.A. for alleged environmental crimes. In November 2021, the Brazilian Federal Police concluded an investigation on potential criminal liability for the Brumadinho dam rupture. The investigation has been sent to the Federal Public Prosecutors (“MPF”), which has not brought criminal charges against Vale. The MPF and the Brazilian Federal Police conducted a separate investigation into the causes of the dam rupture in Brumadinho, which may result in new criminal proceedings. Vale is defending itself against the criminal claims and is no possible to estimate when a decision will be issued.

c) Insurance

The Company is negotiating with insurers the payment of indemnification under its civil liability and Directors and Officers Liability Insurance. However, these negotiations are still in progress, therefore any payment of insurance proceeds will depend on the coverage definitions under these policies and assessment of the amount of loss. Due to uncertainties, no indemnification related to these insurers was recognized in these financial statements.

22. Liabilities related to associates and joint ventures

a) Rupture of Samarco dam

In November 2015, the Fundão tailings dam owned by Samarco Mineração S.A. (Samarco) failed, releasing tailings downstream, flooding certain communities and causing impacts on communities and the environment along the Doce river. The rupture resulted in 19 fatalities and caused property and environmental damage to the affected areas. Samarco is a joint venture equally owned by Vale S.A. and BHP Billiton Brasil Ltda. (‘‘BHPB’’).

In June 2016, Samarco, Vale and BHPB created the Renova Foundation, a not-for-profit private foundation, to develop and implement (i) social and economic remediation and compensation programs and (ii) environmental remediation and compensation programs in the region affected by the dam rupture. The creation of Renova Foundation was provided for under the agreement for settlement and conduct adjustment (the ‘‘Framework Agreement’’) signed in March 2016 by Vale, BHPB, Samarco, the Brazilian federal government, the two Brazilian states affected by the rupture (Minas Gerais and Espírito Santo) and other governmental authorities.

In June 2018, Samarco, Vale and BHPB entered into a comprehensive agreement with the offices of the federal and state (Minas Gerais and Espírito Santo) prosecutors, public defenders and attorney general, among other parties (“Tac Gov Agreement”), improving the governance mechanism of Renova Foundation and establishing, among other things, a process for potential revisions to the remediation programs provided under the Framework Agreement.

Judicial recovery of Samarco

Under the Framework Agreement, the Tac Gov Agreement and Renova’s bylaws, Renova Foundation must be funded by Samarco, but to the extent that Samarco is unable to fund, Vale and BHPB must ratably bear the funding requirements Under the Framework Agreement.

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In April 2021, Samarco announced the request for Judicial Reorganization (“RJ”) that was filed with the Minas Gerais Court to renegotiate its debt, which is held by bondholders abroad. The purpose of RJ is to restructure Samarco’s debts and establish an independent and sustainable financial position, allowing Samarco to keep working to resume its operations safely and to fulfill its obligations related to the Renova Foundation.

The RJ does not affect Samarco’s obligation to remediate and compensate the impacts of the Fundão tailings dam failure. However, as Samarco began the gradual resumption of operations in December 2020, it is not yet possible to reliably estimate when Samarco will generate cash to comply with its assumed obligation in the Framework Agreement. Thus, the liability recorded by Vale as of June 30, 2022 is recognized based on the assumption that Samarco does not have the capacity to generate cash enough to make all cash contributions to the Renova Foundation.

In addition, the ongoing discussions in the context of the RJ may lead to the loss of deductibility of part of the expenses incurred with the Renova Foundation and of the deferred taxes over the total provision, depending on the method determined for restructuring Samarco's debts. As of June 30, 2022, the exposure is US$1,565 (R$8,198 million), of which US$480 (R$2,516 million) are expenses already incurred and considered as part of the Company’s uncertain tax positions.

The Company is working in the perspective that the mechanisms resulting from the RJ will continue allowing the deductibility of these expenses. However, future decisions resulting from the negotiations regarding Samarco's capital structure, which are not under Vale's control, could materially change the deferred tax recognized by the Company.

b) Changes on the provisions in the period

2022 2021
Balance at January 1, 3,112 2,074
Additional provision 89 560
Disbursements - (137)
Present value adjustment (17) (71)
Translation adjustment 202 65
Balance at June 30, 3,386 2,491
June 30, 2022 December 31, 2021
Current liabilities 1,783 1,785
Non-current liabilities 1,603 1,327
Liabilities 3,386 3,112

c) Renova

During the second quarter of 2022, Renova Foundation reviewed the assumptions used on the preparation of the estimates incorporated into the mitigation and compensation programs mainly due recent judicial decisions increasing the scope of some TTAC programs. The periodic review, resulted in an additional provision of US$89 (2021: US$560), which corresponds to its portion of the responsibility to support Renova Foundation.

d) Germano Dam

In addition to the Fundão tailings dam, Samarco owns the Germano dam, which was also built under the upstream method and has been inactive since the Fundão dam rupture. Due to the safety requirements set by the Brazilian National Mining Agency (“Agência Nacional de Mineração – ANM”), Samarco prepared a project for the de-characterization of this dam, resulting in a provision for the de-characterization of the Germano tailings dam. As of June 30, 2022, Vale has a provision for de-characterization of Germano tailings dam in the amount of US$195 (2021: US$202).

e) Samarco’s working capital

In addition to the provision, Vale S.A. made available US$21 during the six-month period ended June 30, 2021, which was fully used to fund Samarco’s working capital. This amount was recognized in Vale´s income statement as an expense in “Equity results and other results in associates and joint ventures”. In 2022, Vale was not required to fund Samarco’s working capital.

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f) Contingencies related to Samarco accident

These proceedings include public civil actions brought by Brazilian authorities and multiple proceedings involving claims for significant amounts of damages and remediation measures. The Framework Agreements represents a model for the settlement of the public civil action brought by the MPF and other related proceedings. There are also putative securities class actions in the United States against Vale and some of its current and former officers and a criminal proceeding in Brazil. The main updates regarding the lawsuits in the period were as follows:

(f.i) Public Civil Action filed by the Federal Government and others and public civil action filed by the Federal Public Prosecutors ("MPF")

The Tac Gov Agreement estates a possible renegotiation of Renova Foundation's reparation programs upon the completion of studies carried by specialists. This issue motivated the request for the resumption of the Public Civil Action, by the MPF.

In October 2020, the MPF requested the resumption of its public civil action of US$30 billion (R$155 billion), due to a difficulty in hiring of technical advisors. Discussion for the renegotiation began in April 2021, and a letter of principles was finalized and signed in June 2021 by the companies Vale, BHPB and Samarco, as well as representatives of the Government and various Justice Institutions.

During the current quarter, the Company has made significant progress in the negotiations with the relevant authorities to sign an agreement which would provide a stable framework for the execution of reparation and compensation programs. Although it is not possible to determine at this time, the Company expects to reach an agreement in the foreseeable future and, based on the current terms under discussion, it would not result in any additional provision.

(f.ii) Criminal proceeding

In September 2019, the federal court of Ponte Nova dismissed all criminal charges against Vale representatives relating to the first group of charges, which concerns the results of the Fundão dam failure, remaining only the legal entity in the passive pole. The second group of charges against Vale S.A. and one of the Company’s employees, which concerns the accusation of alleged crimes committed against the Environmental Public Administration, remained unchanged. The Company cannot estimate when a final decision on the case will be issued.

g) Insurance

Since the Fundão dam rupture, the Company negotiated with insurers the indemnification payments based on its general liability policies. As of June 30, 2021, the Company received US$33, which was recorded as a gain in the income statement as “Equity results and other results in associates and joint ventures”. The Company did not receive any further insurance in 2022 and does not expect to receive any material amounts in the future.

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

The Company is subject to laws and regulations that requires the decommissioning of the assets and mines sites at the end of the operation and, therefore, decommissioning expenditures are incurred predominantly when the Company ceases the operating activities. Depending on the geotechnical characteristics of the structures, the Company is required to de-characterize the structures, as described below.

a) De-characterization of upstream and centerline geotechnical structures

As a result of the Brumadinho dam rupture (note 21), the Company has decided to speed up the plan to “de-characterize” all of its tailings dams built under the upstream method, certain “centerline structures” and dikes, located in Brazil. The Company also operates tailings dams in Canada, including upstream compacted dams, however, there are no safety, technical or regulatory reasons for these dams to be de-characterized. Therefore, these dams will be decommissioned using other methods, thus, the provision to execute decommissioning of dams in Canada is recognized as “Asset retirement obligations and environmental obligations”, presented in item (b) below.

In September 2020, the federal government enacted Law no. 14,066, which modified the National Dam Safety Policy (Law no. 12,334/2020), reinforcing the prohibition of constructing and raising upstream dams in Brazil. The statute also requires companies to de-characterize the structures built using the upstream method by 2022, or by a later date if it is proven that the de-characterization is not technically feasible by 2022. A substantial part of the Company's de-characterization projects will be completed in 15 years, which exceeds the date established in the regulation due to the characteristics and safety levels of the Company's geotechnical structures.

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Thus, in February 2022, the Company filed with the relevant bodies a request for an extension to perform the projects and, as a result, signed a Term of Commitment establishing legal and technical certainty for the process of de-characterization of the upstream dams, considering that the deadline defined was technically unfeasible, especially due to the necessary actions to increase safety during the works. With the signing of the agreement, the Company recorded an additional provision of US$37 to make investments in social and environmental projects over a period of 8 years.

Changes on the provisions in the period

2022 2021
Balance at January 1, 3,523 2,289
Additional provision 37 -
Disbursements (152) (163)
Present value adjustment (104) (43)
Translation adjustment 240 72
Balance at June 30, 3,544 2,155
June 30, 2022 December 31, 2021
Current liabilities 474 451
Non-current liabilities 3,070 3,072
Liabilities 3,544 3,523

In addition, due to the de-characterization projects, the Company has suspended some operations due to judicial decisions or technical analysis performed by Vale on its upstream dam structures located in Brazil. The Company has been recording losses in relation to the operational stoppage and idle capacity of the ferrous mineral segment in the amounts of US$161 for the period ended June 30, 2022 (2021: US$193). The Company is working on legal and technical measures to resume all operations at full capacity.

b) Asset retirement obligations and environmental obligations

Liability — June 30, 2022 December 31, 2021 Discount rate — June 30, 2022 December 31, 2021 Cash Flow duration
Liability by geographical area
Brazil 1,382 1,398 6.01% 5.48% 2119
Canada 1,602 2,727 1.31% 0.00% 2151
Oman 123 123 4.21% 3.03% 2035
Indonesia 70 77 4.48% 4.20% 2061
Other 209 255 0.01 - 2.23% 0.00 - 7.79% -
3,386 4,580

Changes on the provisions in the period

2022 — Asset retirement obligations Environmental obligations Total 2021 — Asset retirement obligations Environmental obligations Total
Balance at January 1, 4,283 297 4,580 4,220 302 4,522
Present value adjustment (i) (1,159) (4) (1,163) (213) 13 (200)
Disbursements (42) (28) (70) (22) (17) (39)
Revisions on projected cash flows 40 (1) 39 - - -
Translation adjustment 33 18 51 92 11 103
Transfer to assets held for sale (note 14) (49) (2) (51) - - -
Balance at June 30, 3,106 280 3,386 4,077 309 4,386
June 30, 2022 December 31, 2021
Asset retirement obligations Environmental obligations Total Asset retirement obligations Environmental obligations Total
Current 106 112 218 72 98 170
Non-current 3,000 168 3,168 4,211 199 4,410
Liability 3,106 280 3,386 4,283 297 4,580

(i) Mainly refers to the increase in the discount rate of the asset retirement obligation in Canada, which increased from 0.00% to 1.31% in the six-month period ended June 30, 2022. The adjustment in provision was recorded as the property, plant and equipment (note 16).

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c) Financial guarantees

The Company has issued letters of credit and surety bonds of US$604 as of June 30, 2022 (2021: US$605), in connection with the asset retirement obligations for its Base Metals operations.

  1. Provisions
Current liabilities — June 30, 2022 December 31, 2021 Non-current liabilities — June 30, 2022 December 31, 2021
Provisions for litigation (note 25) 109 93 1,124 1,012
Employee post-retirement obligations (note 26) 106 99 1,353 1,533
Payroll, related charges and other remunerations 574 816 - -
Onerous contracts 46 37 - 874
835 1,045 2,477 3,419
  1. Litigations

The Company is defendant in numerous legal actions in the ordinary course of business, including civil, tax, environmental and labor proceedings.

The Company makes use of estimates to recognize the amounts and the probability of outflow of resources, based on reports and technical assessments and on management’s assessment. Provisions are recognized for probable losses of which a reliable estimate can be made.

Arbitral, legal and administrative decisions against the Company, new jurisprudence and changes of existing evidence can result in changes regarding the probability of outflow of resources and on the estimated amounts, according to the assessment of the legal basis.

a) Provision for legal proceedings

The Company has considered all information available to assess the likelihood of an outflow of resources and in the preparation on the estimate of the costs that may be required to settle the obligations.

Tax litigations - Mainly refers to the lawsuit filed in 2011 by Valepar (merged by Vale) seeking the right to exclude the amount of dividends received in the form of interest on stockholders’ equity (“JCP”) from the PIS and COFINS tax base. The amount reserved for this proceeding as of June 30, 2022 is US$440 (2021: US$402). This proceeding is guaranteed by a judicial deposit in the amount of US$509 recorded as of June 30, 2022 (2021: US$463).

Civil litigations - Refers to lawsuits for: (i) indemnities for losses, payments and contractual fines due to contractual imbalance or non-compliance that are alleged by suppliers, and (ii) land claims referring to real estate Vale's operational activities.

Labor litigations - Refers to lawsuits for individual claims by in-house employees and service providers, primarily involving demands for additional compensation for overtime work, moral damages or health and safety conditions.

Environmental litigations - Refers mainly to proceedings for environmental damages and issues related to environmental licensing.

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Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance at December 31, 2021 456 284 358 7 1,105
Additions and reversals, net 2 24 32 6 64
Payments (1) (26) (25) - (52)
Indexation and interest 14 28 14 - 56
Translation adjustment 29 15 25 1 70
Held for sale (note 14) (1) (7) (2) - (10)
Balance at June 30, 2022 499 318 402 14 1,233
Current liabilities 15 23 64 6 108
Non-current liabilities 484 295 338 8 1,125
499 318 402 14 1,233
Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance at December 31, 2020 485 260 335 11 1,091
Additions and reversals, net (2) (1) 46 1 44
Payments - (15) (29) (4) (48)
Indexation and interest 3 10 23 - 36
Acquisition of NLC (note 14a) - 1 5 - 6
Translation adjustment 19 11 17 - 47
Balance at June 30, 2021 505 266 397 8 1,176
Current liabilities 9 17 76 - 102
Non-current liabilities 496 249 321 8 1,074
505 266 397 8 1,176

b) Contingent liabilities

June 30, 2022 December 31, 2021
Tax litigations 6,180 5,177
Civil litigations 1,392 1,503
Labor litigations 530 516
Environmental litigations 1,052 954
Total 9,154 8,150

In addition, as reported in the annual financial statements for 2021, the Company is a counterparty in several actions and the main updates on contingent liabilities since then, are discussed as follows:

(b.i) Tax proceedings - PIS/COFINS

The Company is a party to several collections related to the alleged improper use of PIS and COFINS credits (federal taxes levied on the companies' gross revenue). Brazilian tax legislation authorizes taxpayers to use PIS and COFINS tax credits, such as those referring to the acquisition of inputs for the production process and other items. The tax authorities mainly claim that (i) some credits were not related to the production process, and (ii) the right to use the tax credits was not adequately proven. In the current period the Company received new proceedings in the amount of US$395 (R$2,070 million), for which the likelihood of loss is deemed possible.

(b.ii) Tax proceedings - Value added tax on services and circulation of goods (“ICMS”)

Vale is engaged in several administrative and court proceedings relating to additional charges of ICMS by the tax authorities of different Brazilian states. In each of these proceedings, the tax authorities claim that (i) use of undue tax credit; (ii) failing to comply with certain accessory obligations; (iii) the Company is required to pay the ICMS on acquisition of electricity (iv) operations related to the collection of tax rate differential (“DIFAL”) and (v) incidence of ICMS on its own transportation. During 2022, the Company received new proceedings in the amount of US$86 (R$453 million), for which the likelihood of loss is deemed possible.

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c) Judicial deposits

June 30, 2022 December 31, 2021
Tax litigations 1,042 957
Civil litigations 118 100
Labor litigations 143 141
Environmental litigations 25 22
Total 1,328 1,220

d) Guarantees contracted for legal proceedings

In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted US$2.2 billion in guarantees for its lawsuits, as an alternative to judicial deposits.

26. Employee post-retirement obligations

a) Long-term incentive programs

The Company has long-term reward mechanisms that include the Matching Program and the Performance Shares Units (“PSU”) for eligible executives to retain and stimulate their performance.

On March 30, 2022, a new Matching program started and the fair value estimate was based on the Company's share price and their respective ADRs at the grant date, which was R$95.87 and US$20.03 per share. The Company will grant 1,437,588 shares for the new cycle (2021: 1,046,255 shares). The fair value of the program will be recognized on a straight-line basis over the required three-month period of service, net of estimated losses.

b) Reconciliation of assets and liabilities recognized in the balance sheet

June 30, 2022 — Overfunded pension plans Underfunded pension plans Other benefits December 31, 2021 — Overfunded pension plans Underfunded pension plans Other benefits
Balance at beginning of the period 919 - - 864 - -
Interest income 5 - - 58 - -
Changes on asset ceiling 240 - - 60 - -
Translation adjustment 59 - - (63) - -
Balance at end of the period 1,223 - - 919 - -
Amount recognized in the balance sheet
Present value of actuarial liabilities (5,386) (621) (1,175) (2,833) (3,983) (1,428)
Fair value of assets 6,609 337 - 3,752 3,779 -
Effect of the asset ceiling (1,223) - - (919) - -
Liabilities - (284) (1,175) - (204) (1,428)
Current liabilities - (41) (65) - (47) (52)
Non-current liabilities - (243) (1,110) - (157) (1,376)
Liabilities - (284) (1,175) - (204) (1,428)

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27. Stockholders’ equity

a) Share capital

As of June 30, 2022, the share capital was US$61,614 corresponding to 4,999,040,063 shares issued and fully paid without par value.

Stockholders June 30, 2022 — Common shares Golden shares Total
Shareholders with more than 5% of total capital 1,319,727,671 - 1,319,727,671
Previ 411,270,356 - 411,270,356
Capital World Investors 319,508,101 - 319,508,101
Blackrock, Inc 302,602,159 - 302,602,159
Mitsui&co 286,347,055 - 286,347,055
Free floating 3,271,534,308 - 3,271,534,308
Golden shares - 12 12
Total outstanding (without shares in treasury) 4,591,261,979 12 4,591,261,991
Shares in treasury 407,778,072 - 407,778,072
Total capital 4,999,040,051 12 4,999,040,063

b) Cancellation of treasury shares

On February 24, 2022, the Board of Directors approved the cancellation of 133,418,347 common shares issued by the Company and held in treasury, without reducing the value of its share capital. The effect of US$2,830 was recorded in shareholders' equity as “Treasury shares used and cancelled” for the six-month period ended June 30, 2022.

On July 28, 2022 (subsequent event), the Board of Directors approved the cancellation of 220,150,800 common shares issued by the Company and held in treasury, without reducing the value of its share capital.

c) Remuneration approved

On February 24, 2022, the Board of Directors approved the remuneration to shareholders in the amount of US$3,500, which was fully paid on March 16, 2022.

On July 28, 2022 (subsequent event), the Board of Directors approved the stockholder’s remuneration in the total amount of US$3,000, which will be paid in September 2022.

On February 25, 2021, based on the Company’s dividends policy, the Board of Directors approved the stockholder’s remuneration in the amount of US$3,972, which was fully paid on March 15, 2021.

On June 17, 2021, the Board of Directors approved an additional stockholder’s remuneration in the total amount of US$2,200, which was fully paid on June 30, 2021.

d) Share buyback

In 2021, the Board of Directors approved a share buyback program to repurchase 470,000,000 common shares up to 18 months. These programs were concluded and the Company repurchased 178,815,500 common shares and their respective ADRs during the six-month period ended June 30, 2022, corresponding to US$3,251, of which US$1,750 were acquired through wholly owned subsidiaries and US$1,501 by the Parent Company (2021: 93,088,200 shares, corresponding to US$2,004). As of June 30, 2022, the subsidiaries hold 189,153,851 shares, corresponding to US$3,290, and the remaining shares were transferred to the Parent Company.

On May 16, 2022, the Company approved a new share buyback program to repurchase 500,000,000 common shares and their respective ADRs over the next 18 months. During the six-month period ended June 30, 2022, the Company repurchased 70,443,798 common shares and their respective ADRs, corresponding to US$1,133, of which US$606 were acquired through wholly owned subsidiaries and US$527 by the Parent Company.

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  1. Related parties

The Company’s related parties are subsidiaries, joint ventures, associates, stockholders and its related entities and key management personnel of the Company.

Related party transactions were made by the Company on terms equivalent to those that prevail in arm´s-length transactions, with respect to price and market conditions that are no less favorable to the Company than those arranged with third parties.

Net operating revenue relates to sale of iron ore to the steelmakers and right to use capacity on railroads. Cost and operating expenses mostly relates to the variable lease payments of the pelletizing plants.

Purchases, accounts receivable and other assets, and accounts payable and other liabilities relate largely to amounts charged by joint ventures and associates related to the pelletizing plants operational lease and railway transportation services.

a) Transactions with related parties

Three-month period ended June 30,
2022 2021
Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Joint Ventures 140 (269) (8) 180 (203) (8)
Companhia Siderúrgica do Pecém 126 - 4 180 - (5)
Aliança Geração de Energia S.A. - (28) - - (22) -
Pelletizing companies (i) - (98) (11) - (68) (3)
MRS Logística S.A. (5) (111) - - (81) -
Norte Energia S.A. - (32) - - (30) -
Other 19 - (1) - (2) -
Associates 83 (7) 2 67 (4) -
VLI 83 (7) - 68 (4) -
Other - - 2 (1) - -
Major stockholders 79 - (103) 61 - 185
Bradesco - - (103) - - 184
Mitsui 79 - - 61 - -
Banco do Brasil - - - - - 1
Total of continuing operations 302 (276) (109) 308 (207) 177
Discontinued operation - Coal (note 14) - - - - (45) 2
Total 302 (276) (109) 308 (252) 179

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

Six-month period ended June 30,
2022 2021
Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Joint Ventures 275 (465) (23) 341 (329) (8)
Companhia Siderúrgica do Pecém 255 - (2) 339 - (2)
Aliança Geração de Energia S.A. - (53) - 2 (50) -
Pelletizing companies (i) - (168) (20) - (90) (6)
MRS Logística S.A. 1 (178) - - (130) -
Norte Energia S.A. - (63) - - (54) -
Other 19 (3) (1) - (5) -
Associates 146 (12) (1) 127 (9) (1)
VLI 146 (12) (1) 127 (9) (1)
Other - - - - - -
Major stockholders 157 - 182 114 - 82
Bradesco - - 182 - - 81
Mitsui 157 - - 114 - -
Banco do Brasil - - - - - 1
Total of continuing operations 578 (477) 158 582 (338) 73
Discontinued operation - Coal (note 14) - - - - (95) 15
Total 578 (477) 158 582 (433) 88

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

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b) Outstanding balances with related parties

June 30, 2022 December 31, 2021
Assets Assets
Cash and cash equivalents Accounts receivable Dividends receivable, financial instruments and other assets Cash and cash equivalents Accounts receivable Dividends receivable, financial instruments and other assets
Joint Ventures - 81 61 - 75 96
Companhia Siderúrgica do Pecém - 77 17 - 74 39
Pelletizing companies (i) - - - - - 37
MRS Logística S.A. - - 20 - - 19
Other - 4 24 - 1 1
Associates - 35 - - 18 3
VLI - 32 - - 16 -
Other - 3 - - 2 3
Major stockholders 296 3 37 1,825 4 5
Bradesco 284 - 37 1,746 - 5
Mitsui - 3 - - 4 -
Banco do Brasil 12 - - 79 - -
Pension plan - 14 - - 12 -
Total 296 133 98 1,825 109 104

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

June 30, 2022 — Liabilities December 31, 2021 — Liabilities
Supplier and contractors Financial instruments and other liabilities Supplier and contractors Financial instruments and other liabilities
Joint Ventures 205 171 70 393
Pelletizing companies (i) 142 171 13 393
MRS Logística S.A. 35 - 41 -
Other 28 - 16 -
Associates 13 129 9 47
VLI 7 129 6 47
Other 6 - 3 -
Major stockholders - 163 - 267
Bradesco - 163 - 265
Mitsui - - - 2
Pension plan 10 - 10 -
Total 228 463 89 707

(i) Aggregated entities: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização.

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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.

Date: July 28, 2022