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Table of Contents

As filed with the Securities and Exchange Commission on April 10, 2017


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2016
Commission file number: 001-15030

VALE S.A.
(Exact name of Registrant as specified in its charter)

Federative Republic of Brazil
(Jurisdiction of incorporation or organization)

Luciano Siani Pires, Chief Financial Officer
phone: +55 21 3814 8888
fax: +55 21 3814 8820

Avenida das Américas, 700 – Bloco 8 – Loja 318
22640-100 Rio de Janeiro, RJ, Brazil

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on
Which Registered

Preferred class A shares of Vale, no par value per share

New York Stock Exchange*

American Depositary Shares (evidenced by American Depositary Receipts), each representing one preferred class A share of Vale

New York Stock Exchange

Common shares of Vale, no par value per share

New York Stock Exchange*

American Depositary Shares (evidenced by American Depositary Receipts), each representing one common share of Vale

New York Stock Exchange

5.625% Guaranteed Notes due 2019, issued by Vale Overseas

New York Stock Exchange

4.625% Guaranteed Notes due 2020, issued by Vale Overseas

New York Stock Exchange

5.875% Guaranteed Notes due 2021, issued by Vale Overseas

New York Stock Exchange

4.375% Guaranteed Notes due 2022, issued by Vale Overseas

New York Stock Exchange

6.250% Guaranteed Notes due 2026, issued by Vale Overseas

New York Stock Exchange

8.250% Guaranteed Notes due 2034, issued by Vale Overseas

New York Stock Exchange

6.875% Guaranteed Notes due 2036, issued by Vale Overseas

New York Stock Exchange

6.875% Guaranteed Notes due 2039, issued by Vale Overseas

New York Stock Exchange

5.625% Notes due 2042, issued by Vale S.A.

New York Stock Exchange

*
Shares are not listed for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
The number of outstanding shares of each class of stock of Vale as of December 31, 2016 was:
3,185,653,000 common shares, no par value per share
1,967,721,914 preferred class A shares, no par value per share
12 golden shares, no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ý    No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o    No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý                                            Accelerated filer o                                             Non-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o      International Financial Reporting Standards as issued by the International Accounting Standards Board ý      Other o
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o    Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No ý

   


Table of Contents


TABLE OF CONTENTS

 
Page
Form 20-F cross reference guide ii
Forward-looking statements iv
Risk factors 1
Selected financial data 15

I.     Information on the company


 
Business overview 17
Lines of business 27

1.     Ferrous minerals

29

2.     Base metals

39

3.     Coal

52

4.     Infrastructure

54

5.     Other investments

61
Reserves 62
Capital expenditures 71
Regulatory matters 73
Discontinued operations 78

II.    Operating and financial review and prospects


 
Overview 81
Results of operations 87
Liquidity and capital resources 100
Contractual obligations 103
Off-balance sheet arrangements 103
Critical accounting policies and estimates 103
Risk management 107


III.  Share ownership and trading




 
Major shareholders 109
Related party transactions 116
Distributions 118
Trading markets 119
Share price history 120
Depositary shares 120

Purchases of equity securities by the issuer and affiliated purchasers

121

IV.    Management and employees


 
Management 122
Management compensation 133
Employees 135

V.     Additional information


 
Legal proceedings 136
Memorandum and articles of association 144
Shareholder debentures 151

Exchange controls and other limitations affecting security holders

152
Taxation 154

Evaluation of disclosure controls and procedures

161

Management's report on internal control over financial reporting

161
Corporate governance 162
Code of ethics and conduct 164
Principal accountant fees and services 165
Information filed with securities regulators 166
Exhibits 167
Glossary 168
Signatures 173

Index to consolidated financial statements


F-1

i


Table of Contents


FORM 20-F CROSS REFERENCE GUIDE

Item
Form 20-F caption
Location in this report
Page

1

Identity of directors, senior management and advisers

Not applicable

2

Offer statistics and expected timetable

Not applicable

3

Key information

   

3A Selected financial data

Selected financial data

15

3B Capitalization and indebtedness

Not applicable

3C Reasons for the offer and use of proceeds

Not applicable

3D Risk factors

Risk factors

1

4

Information on the Company

   

4A History and development of the company

Business overview, Capital expenditures

17, 71

4B Business overview

Business overview, Lines of business, Reserves, Regulatory matters

17, 27, 62, 73

4C Organizational structure

Exhibit 8

4D Property, plant and equipment

Lines of business, Capital expenditures, Regulatory matters

27, 71, 73

4A

Unresolved staff comments

None

5

Operating and financial review and prospects

   

5A Operating results

Results of operations

87

5B Liquidity and capital resources

Liquidity and capital resources

100

5C Research and development, patents and licenses, etc. 

Capital expenditures

71

5D Trend information

Results of operations

87

5E Off-balance sheet arrangements

Off-balance sheet arrangements

103

 

Critical accounting policies and estimates

103

5F Tabular disclosure of contractual obligations

Contractual obligations

103

5G Safe harbor

Forward-looking statements

iv

6

Directors, senior management and employees

 

6A Directors and senior management

Management

122

6B Compensation

Management compensation

133

6C Board practices

Management—Board of directors

122

6D Employees

Employees

135

6E Share ownership

Major shareholders,

 

 

Major shareholders, Employees—Performance-based compensation

109, 136

7

Major shareholders and related party transactions

   

7A Major shareholders

Major shareholders

109

7B Related party transactions

Related party transactions

116

7C Interests of experts and counsel

Not applicable

8

Financial information

   

8A Consolidated statements and other financial information

Financial statements

F-1

 

Distributions

118

 

Legal proceedings

136

8B Significant changes

Not applicable

9

The offer and listing

   

9A Offer and listing details

Share price history

120

9B Plan of distribution

Not applicable

9C Markets

Trading markets

119

9D Selling shareholders                                                    

Not applicable

9E Dilution

Not applicable

9F Expenses of the issue

Not applicable

ii


Table of Contents

Item
Form 20-F caption
Location in this report
Page

10

Additional information

   

10A Share capital

Memorandum and articles of association—Common shares and preferred shares

144

10B Memorandum and articles of association

Memorandum and articles of association

144

10C Material contracts

Lines of business, Results of operations, Related party transactions

27, 87, 116

10D Exchange controls

Exchange controls and other limitations affecting security holders

152

10E Taxation

Taxation

154

10F Dividends and paying agents

Not applicable

10G Statement by experts

Reserves

62

10H Documents on display

Information filed with securities regulators

166

10I Subsidiary information

Not applicable

11

Quantitative and qualitative disclosures about market risk

Risk management

107

12

Description of securities other than equity securities

   

12A Debt securities

Not applicable

12B Warrants and rights

Not applicable

12C Other securities

Not applicable

12D American Depositary Shares

Depositary shares

120

13

Defaults, dividend arrearages and delinquencies

Not applicable

14

Material modifications to the rights of security holders and use of proceeds

Not applicable

15

Controls and procedures

Evaluation of disclosure controls and procedures

161

 

Management's report on internal control over financial reporting

161

16A

Audit Committee financial expert

Management—Fiscal Council

130

16B

Code of ethics

Code of ethics and conduct

164

16C

Principal accountant fees and services

Principal accountant fees and services

165

16D

Exemptions from the listing standards for audit committees

Management—Fiscal Council; Corporate governance

130, 162

16E

Purchase of equity securities by the issuer and affiliated purchasers

Purchases of equity securities by the issuer and affiliated purchasers

121

16F

Change in registrant's certifying accountant

Not applicable

16G

Corporate governance

Corporate governance

162

16H

Mine safety disclosure

Not applicable

17

Financial statements

Not applicable

18

Financial statements

Financial statements

F-1

19

Exhibits

Exhibits

167

iii


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FORWARD-LOOKING STATEMENTS

          This annual report contains statements that may constitute forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Many of those forward-looking statements can be identified by the use of forward-looking words such as "anticipate," "believe," "could," "expect," "should," "plan," "intend," "estimate" and "potential," among others. Those statements appear in a number of places and include statements regarding our intent, belief or current expectations with respect to:

          We caution you that forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in forward-looking statements as a result of various factors. These risks and uncertainties include factors relating to (a) economic, political and social issues in the countries in which we operate, (b) the global economy, (c) commodity prices, (d) financial and capital markets, (e) the mining and metals businesses, which are cyclical in nature, and their dependence upon global industrial production, which is also cyclical, (f) regulation and taxation, (g) operational incidents or accidents, and (h) the high degree of global competition in the markets in which we operate. For additional information on factors that could cause our actual results to differ from expectations reflected in forward-looking statements, see Risk factors. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments. All forward-looking statements attributed to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement, and you should not place undue reliance on any forward-looking statement.



          Vale S.A. is a stock corporation, or sociedade por ações, that was organized on January 11, 1943 under the laws of the Federative Republic of Brazil for an unlimited period of time. Its head office is located at Avenida das Américas, 700 - bloco 8 - loja 318 - Barra da Tijuca, Rio de Janeiro, RJ, Brazil, and its telephone number is 55-21-3485-5000.

          In this report, references to "Vale" are to Vale S.A. References to "we," "us" or the "Company" are to Vale and, except where the context otherwise requires, its consolidated subsidiaries. References to our "preferred shares" are to our preferred class A shares. References to our "ADSs" or "American Depositary Shares" include both our common American Depositary Shares (our "common ADSs"), each of which represents one common share of Vale, and our preferred class A American Depositary Shares (our "preferred ADSs"), each of which represents one class A preferred share of Vale. American Depositary Shares are represented by American Depositary Receipts ("ADRs") issued by the depositary.

          Unless otherwise specified, we use metric units.

          References to "real," "reais" or "R$" are to the official currency of Brazil, the real (singular) or reais (plural). References to "U.S. dollars" or "US$" are to United States dollars. References to "A$" are to Australian dollars. References to "€" are to Euros.

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RISK FACTORS

External risks

          As a mining company, we are a supplier of industrial raw materials. Industrial production tends to be the most cyclical and volatile component of global economic activity, which affects demand for minerals and metals. At the same time, investment in mining requires a substantial amount of funds in order to replenish reserves, expand and maintain production capacity, build infrastructure, preserve the environment and minimize social impacts. Sensitivity to industrial production, together with the need for significant long-term capital investments, are important sources of risk for our financial performance and growth prospects.

          China has been the main driver of global demand for minerals and metals over the last few years. In 2016, Chinese demand represented 72% of global demand for seaborne iron ore, 52% of global demand for nickel and 48% of global demand for copper. The percentage of our net operating revenues attributable to sales to customers in China was 46.4% in 2016. Therefore, any contraction of China's economic growth could result in lower demand for our products, leading to lower revenues, cash flow and profitability. Poor performance in the Chinese real estate sector, the largest consumer of carbon steel in China, would also negatively impact our results.

          Demand for our iron ore, coal and nickel products depends on global demand for steel. Iron ore and iron ore pellets, which together accounted for 71.5% of our 2016 net operating revenues, are used to produce carbon steel. Nickel, which accounted for 11.1% of our 2016 net operating revenues, is used mainly to produce stainless and alloy steels. Demand for steel depends heavily on global economic conditions, but it also depends on a variety of regional and sectorial factors. The prices of different steels and the performance of the global steel industry are highly cyclical and volatile, and these business cycles in the steel industry affect demand and prices for our products. In addition, vertical backward integration of the steel and stainless steel industries and the use of scrap could reduce the global seaborne trade of iron ore and primary nickel. The demand for copper is affected by the demand for copper wire, and a sustained decline in the construction industry could have a negative impact on our copper business.

          Global prices for metals are subject to significant fluctuations and are affected by many factors, including actual and expected global macroeconomic and political conditions, levels of supply and demand, the availability and cost of substitutes, inventory levels, technological developments, regulatory and international trade matters, investments by commodity funds and others and actions of participants in the commodity markets. Sustained low market prices for the products we sell may result in the suspension of certain of our projects and operations, decrease in our mineral reserves, impairment of assets, and may adversely affect our cash flows, financial position and results of operations.

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          We are mostly affected by movements in iron ore prices. For example, a price reduction of US$1 per dry metric ton unit ("dmt") in the average iron ore price would have reduced our operating income for the year ended December 31, 2016 by approximately US$325 million. Average iron ore prices significantly changed in the last four years, from US$135 per dmt in 2013 to US$97 per dmt in 2014, US$55.5 per dmt in 2015 and US$58.5 per dmt in 2016, according to the average Platts IODEX (62% Fe CFR China). On February 28, 2017 the year to date average Platts IODEX iron ore price was US$84.8 per dmt. In addition to reduced demand for iron ore, an excess in supply has adversely affected our prices since 2014 and supply may grow with the expected conclusion of certain iron ore projects in coming years.

          World nickel prices were adversely affected by lower demand in the first half of 2016, but benefited from increased demand, especially from the Chinese stainless steel sector, in the second half of 2016. Nickel refining in China, primarily using imported nickel ores and related raw materials, increased significantly between 2006 and 2015, with Chinese nickel pig iron production representing 19% of global nickel output. Since 2014, Chinese nickel pig iron production has been adversely affected by export restrictions in feed-producing countries, but the revocation or relaxation of export restrictions in feed producing countries, such as Indonesia, may benefit the production of nickel pig iron in China, which may in turn adversely affect global nickel prices. In January 2017, the Indonesian government issued a ministerial decree allowing for the controlled recommencement of nickel ore exports from Indonesia. For additional information about the average realized prices for the products we sell, see Operating and financial review and prospects—Overview—Major factors affecting prices.

          Lower utilization of capacity during periods of weak demand may expose us to higher unit production costs since a significant portion of our cost structure is fixed in the short-term due to the high capital intensity of mining operations. In addition, efforts to reduce costs during periods of weak demand could be limited by labor regulations or previous labor or government agreements.

          Conversely, during periods of high demand, our ability to rapidly increase production capacity is limited, which could prevent us from meeting demand for our products. Moreover, we may be unable to complete expansions and greenfield projects in time to take advantage of rising demand for iron ore, nickel or other products. When demand exceeds our production capacity, we may meet excess customer demand by purchasing iron ore, iron ore pellets or nickel from joint ventures or unrelated parties and reselling it, which would increase our costs and narrow our operating margins. If we are unable to satisfy excess customer demand in this way, we may lose customers. In addition, operating close to full capacity may expose us to higher costs, including demurrage fees due to capacity restraints in our logistics systems.

          A substantial portion of our revenues and our debt is denominated in U.S. dollars, and given that our functional currency is the Brazilian real, changes in exchange rates may result in (i) losses or gains on our net U.S. dollar-denominated indebtedness and accounts receivable and (ii) fair value losses or gains on currency derivatives we use to stabilize our cash flow in U.S. dollars. In 2016, we had foreign exchange gains of US$3.3 billion, while in 2015 and 2014 we had foreign exchange losses of US$7.0 billion and US$2.1 billion, respectively. In addition, changing values of the Brazilian real, the Canadian dollar, the Australian dollar, the Indonesian rupiah and other currencies against the U.S. dollar affects our results since most of our costs of goods sold is denominated in currencies other than the U.S. dollar, principally the real (55% in 2016) and the Canadian dollar (12% in 2016), while our revenues are mostly U.S. dollar-denominated. We expect currency fluctuations to continue to affect our financial income, expense and cash flow generation.

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          Significant volatility in currency prices may also result in disruption of foreign exchange markets, which could limit our ability to transfer or to convert certain currencies into U.S. dollars and other currencies for the purpose of making timely payments of interest and principal on our indebtedness. The central banks and governments of the countries in which we operate may institute restrictive exchange rate policies in the future and impose taxes on foreign exchange transactions.

Financial risks

          Lower prices of our products may adversely affect our future cash flows, credit ratings and our ability to secure financing at attractive rates. It may also negatively affect our ability to fund our capital investments, pay dividends and comply with the financial covenants in some of our long-term debt instruments.

          Also, certain Canadian provinces where we operate require us to provide financial assurances, such as letters of credit, surety bonds or cash collateral, to cover certain closure and remediation costs after we conclude our operations. We may be required to increase the amount of these financial assurances if our credit ratings are downgraded below certain levels. If we are unable to provide these financial assurances, we would need to have discussions with the relevant jurisdictions about other options and ultimately it could affect our ability to operate in these jurisdictions.

          In the past few years, we have entered into agreements to dispose of assets and to make strategic partnerships, in order to optimize our business portfolio and implement our financing strategy and capital expenditure plans. We may continue to seek opportunities for divestments and strategic partnerships in the future. We are exposed to a number of risks in connection with these transactions, including imposition of regulatory conditions, inability to satisfy conditions for completion or for receipt of additional payments, and negative market reactions. If we are unable to complete our dispositions or strategic partnerships, particularly the sale of our fertilizer business or our partnership in our coal assets in Mozambique, we may have to revise our business and financing strategy and incur additional costs, which could in turn adversely affect our results of operations, financial conditions or reputation.

Risks relating to legal proceedings and Samarco dam failure

          We are involved in legal proceedings in which adverse parties have claimed substantial amounts, including several legal proceedings and investigations relating to the failure of Samarco's Fundão tailings dam. Although we are vigorously contesting them, the outcomes of these proceedings are uncertain and may result in obligations that could materially adversely affect our business and the value of the securities issued by Vale and its subsidiaries. For additional information, see Additional information—Legal proceedings.

          In November 2015, the Fundão tailings dam owned by Samarco failed, causing environmental damage in the surrounding area. The failure of Samarco's tailings dam has adversely affected and will continue to affect our business, but the full impact is still uncertain and cannot be estimated. Below is a discussion of the main effects of the dam failure on our business.

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Political, economic, social and regulatory risks

          Our financial performance may be negatively affected by regulatory, political, economic and social conditions in countries in which we have significant operations or projects. In many of these jurisdictions, we are exposed to various risks such as political instability, bribery, extortion, corruption, robbery, sabotage, kidnapping, civil strife, acts of war, guerilla activities, piracy in international shipping routes and terrorism. These issues may adversely affect the economic and other conditions under which we operate in ways that could have a materially negative effect on our business. As an example, sections of our Carajás railroad (EFC) in the Brazilian state of Pará and other railways worldwide are subject to interruptions that can harm our operations and adversely affect our business.

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          The Brazilian federal government's economic policies may have important effects on Brazilian companies, including us, and on market conditions and prices of securities of Brazilian companies. Our financial condition and results of operations may be adversely affected by the following factors and the Brazilian federal government's response to these factors:

          Historically, the country's political situation has influenced the performance of the Brazilian economy, and political crises have affected the confidence of investors and the general public, which resulted in economic deceleration and heightened volatility in the securities issued abroad by Brazilian companies. In August 2016, the Brazilian Congress approved the impeachment of the Brazilian president. Also, ongoing corruption investigations have led to charges against public officials, members of several political parties and directors and officers of many Brazilian companies. Political instability may aggravate economic uncertainties in Brazil and increase volatility of securities of Brazilian issuers.

          In 2015 and 2016, Brazil faced an economic recession, adverse fiscal developments and political instability, which may continue in 2017. Brazilian GDP declined by 3.6% in 2016 and by 3.85% in 2015, while unemployment increased to 11.5% in 2016 from 6.9% in 2015. Inflation, as reported by the consumer price index (IPCA), was 6.29% in 2016, 10.67% in 2015 and 6.41% in 2014. The Brazilian Central Bank's base interest rate (SELIC) was 13.75% on December 31, 2016, 14.25% on December 31, 2015 and 11.75% on December 31, 2014. Future economic, social and political developments in Brazil may impair our business, financial condition or results of operations, or cause the market value of our securities to decline.

          Disputes with communities where we operate may arise from time to time. In some instances, our operations and mineral reserves are located on or near lands owned or used by indigenous people or other groups of stakeholders. Some of our mining and other operations are located in territories where title may be subject to disputes or uncertainties, or in areas claimed for agriculture or land reform purposes, which may lead to disagreements with landowners, organized social movements, local communities and the government. We may be required to consult and negotiate with these groups as part of the process to obtain licenses required to operate, to mitigate impact on our operations or to obtain access to their lands.

          Disagreements or disputes with local groups, including indigenous groups, organized social movements and local communities, could cause delays or interruptions to our operations, adversely affect our reputation or otherwise hamper our ability to develop our reserves and conduct our operations. Protesters have taken actions to disrupt our operations and projects, and they may continue to do so in the future, which may harm our operations and could adversely affect our business.

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          Mining is subject to government regulation, including taxes and royalties, which can have a significant financial impact on our operations. In the countries where we are present, we are subject to potential renegotiation, nullification or forced modification of existing contracts and licenses, expropriation or nationalization of property, foreign exchange controls, changes in local laws and regulations and policies. We are also subject to new taxes or raising of existing taxes and royalty rates, reduction of tax exemptions and benefits, renegotiation of tax stabilization agreements or changes on the basis on which taxes are calculated in a manner that is unfavorable to us. Governments that have committed to provide a stable taxation or regulatory environment may alter those commitments or shorten their duration. We also face the risk of having to submit to the jurisdiction of a foreign court or arbitration panel or having to enforce a judgment against a sovereign nation within its own territory.

          We are also required to meet domestic beneficiation requirements in certain countries, such as local processing rules, export taxes or restrictions or charges on unprocessed ores. The imposition of or increase in such requirements, taxes or charges can significantly increase the risk profile and costs of operations in those jurisdictions. We and the mining industry are subject to rising trends of resource nationalism in certain countries in which we operate that can result in constraints on our operations, increased taxation or even expropriations and nationalizations.

          Our operations depend on authorizations and concessions from governmental regulatory agencies in the countries in which we operate. We are subject to laws and regulations in many jurisdictions that can change at any time, and changes in laws and regulations may require modifications to our technologies and operations and result in unanticipated capital expenditures.

          Some of our mining concessions are subject to fixed expiration dates and might only be renewed a limited number of times for a limited period of time. Apart from mining concessions, we may need to obtain various authorizations, licenses and permits from governmental or other regulatory bodies in connection with the planning, maintenance, operation and closure of our mines and related logistics infrastructure, which may be subject to fixed expiration dates or periodic review or renewal. There is no assurance that renewals will be granted as and when sought, and there is no assurance that new conditions will not be imposed in connection with renewal. Fees for mining concessions might increase substantially due to the passage of time from the original issuance of each individual exploration license. If so, the costs of holding or renewing our mining concessions may render our business objectives not viable. Accordingly, we need to continually assess the mineral potential of each mining concession, particularly at the time of renewal, to determine if the costs of maintaining the concession are justified by the results of operations to date, and we might elect to let some of our concessions lapse. There can be no assurance that concessions will be obtained on terms favorable to us, or at all, for our future intended mining or exploration targets.

          In a number of jurisdictions where we have exploration projects, we may be required to retrocede to the state a certain portion of the area covered by the exploration license as a condition to renewing the license or obtaining a mining concession. This requirement can lead to a substantial loss of part of the mineral deposit originally identified in our feasibility studies. For more information on mining concessions and other similar rights, see Information on the CompanyRegulatory matters.

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Operational risks

          We are investing to maintain and further increase our production capacity and logistics capabilities. We regularly review the economic viability of our projects. As a result of this review, we may decide to postpone, suspend or interrupt the implementation of certain projects. Our projects are also subject to a number of risks that may adversely affect our growth prospects and profitability, including the following:

          Ineffective project management and operational breakdowns might require us to suspend or curtail operations, which could generally reduce our productivity. Operational breakdowns could entail failure of critical plant and machinery. There can be no assurance that ineffective project management or other operational problems will not occur. Any damages to our projects or delays in our operations caused by ineffective project management or operational breakdowns could materially and adversely affect our business and results of operations. Our business is subject to a number of operational risks that may adversely affect our results of operations, such as:

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          Customers, suppliers, contractors, financial institutions, joint venture partners and other counterparties may fail to perform existing contracts and obligations, which may unfavorably impact our operations and financial results. The ability of suppliers and customers to perform their obligations may be adversely affected in times of financial stress and economic downturn.

          We currently operate important parts of our iron ore, pelletizing, nickel, coal, copper, fertilizers, bauxite and steel businesses through joint ventures. Important parts of our electricity investments and projects are operated through consortia or joint ventures. Our forecasts and plans for these joint ventures and consortia assume that our partners will observe their obligations to make capital contributions, purchase products and, in some cases, provide skilled and competent managerial personnel. If any of our partners fails to observe its commitments, the affected joint venture or consortium may not be able to operate in accordance with its business plans, or we may have to increase the level of our investment to implement these plans.

          Some of our investments are controlled by partners or have separate and independent management. These investments may not fully comply with our standards, controls and procedures, including our health, safety, environment and community standards. Failure by any of our partners or joint ventures to adopt adequate standards, controls and procedures could lead to higher costs, reduced production or environmental, health and safety incidents or accidents, which could adversely affect our results and reputation.

          Our businesses are generally subject to a number of risks and hazards, which could result in damage to, or destruction of, properties, facilities and equipment. The insurance we maintain against risks that are typical in our business may not provide adequate coverage. Insurance against some risks (including liabilities for environmental pollution or certain hazards or interruption of certain business activities) may not be available at a reasonable cost, or at all. Even when it is available, we may self-insure where we determine that is more cost-effective to do so. As a result, accidents or other negative developments involving our mining, production or transportation facilities could have a material adverse effect on our operations.

          A substantial number of our employees, and some of the employees of our subcontractors, are represented by labor unions and are covered by collective bargaining or other labor agreements, which are subject to periodic negotiation. Strikes and other labor disruptions at any of our operations could adversely affect the operation of facilities and the timing of completion and cost of our capital projects. For more information about labor relations, see Management and employeesEmployees. Moreover, we could be adversely affected by labor disruptions involving unrelated parties that may provide us with goods or services.

          Costs of fuel oil, gas and electricity are a significant component of our cost of production, representing 10.9% of our total cost of goods sold in 2016. To fulfill our energy needs, we depend on the following sources: oil byproducts, which represented 36% of total energy needs in 2016, electricity (32%), natural gas (15%), coal (15%) and other energy sources (2%).

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          Electricity costs represented 3.9% of our total cost of goods sold in 2016. If we are unable to secure reliable access to electricity at acceptable prices, we may be forced to curtail production or may experience higher production costs, either of which would adversely affect our results of operations. We face the risk of energy shortages in the countries where we have operations and projects, especially Brazil, due to lack of infrastructure or weather conditions, such as floods or droughts. Future shortages, and government efforts to respond to or prevent shortages, may adversely impact the cost or supply of electricity for our operations.

          We rely on information technology ("IT") systems for the operation of many of our business processes. Failures in our IT systems, whether caused by accident or malicious acts, may result in the disclosure or theft of sensible information, misappropriation of funds and disruptions to our business operations.

Health, safety and environmental risks

          Our operations involve the use, handling, storage, discharge and disposal of hazardous substances into the environment and the use of natural resources, and the mining industry is generally subject to significant risks and hazards, including fire, explosion, toxic gas leaks, spilling of polluting substances or other hazardous materials, rockfalls, incidents involving dams, failure of other operational structures and incidents involving mobile equipment, vehicles or machinery. This could occur by accident or by breach of operating and maintenance standards, and could result in a significant environmental and social impacts, damage to or destruction of mineral properties or production facilities, personal injury, illness or death of employees, contractors or community members close to operations, environmental damage, delays in production, monetary losses and possible legal liability. Additionally, in remote localities, our employees may be exposed to tropical and contagious diseases that may affect their health and safety. Notwithstanding our standards, policies and controls, our operations remain subject to incidents or accidents that could adversely affect our business, stakeholders or reputation.

          Nearly all aspects of our activities, products, services and projects around the world are subject to environmental regulations and health and safety regulations, which may expose us to increased liability or increased costs. These regulations require us to have environmental licenses, permits and authorizations for our operations and projects, and to conduct environmental and social impact assessments in order to get approval for our projects and permission for initiating construction. Significant changes to existing operations are also subject to these requirements. Difficulties in obtaining or renewing permits may lead to construction delays, cost increases, and may adversely impact our production volumes. Environmental and health and safety regulations also impose standards and controls on activities relating to mineral research, mining, pelletizing activities, railway and marine services, ports, decommissioning, refining, distribution and marketing of our products. Such regulation may give rise to significant costs and liabilities. Litigation relating to these or other matters may adversely affect our financial condition or cause harm to our reputation.

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          Environmental and health and safety regulation in many countries in which we operate has become stricter in recent years, and it is possible that more regulation or more aggressive enforcement of existing regulations will adversely affect us by imposing restrictions on our activities and products, creating new requirements for the issuance or renewal of environmental licenses, raising our costs or requiring us to engage in expensive reclamation efforts. For example, changes in Brazilian legislation for the protection of caves have required us to conduct extensive technical studies and to negotiate compensatory measures with Brazilian environmental regulators in order to continue to operate in certain sites. It is possible that in certain of our iron ore mining operations or projects, we may be required to limit or modify our mining plans or to incur additional costs to preserve caves or to compensate for the impact on them, with potential consequences for production volumes, costs or reserves in our iron ore business. For more information about Brazilian environmental regulations related to caves, see Information on the CompanyRegulatory mattersEnvironmental regulations.

          In response to the failure of Samarco's tailings dam in Minas Gerais, additional environmental and health and safety laws and regulations may be forthcoming in Brazil and authorities may impose more stringent conditions in connection with the licensing process of our projects and operations. Also, we may encounter delays in the receipt of environmental operating license for other tailings dams.

          National policies and international regulations regarding climate change may affect a number of our businesses in various countries. The ratification of the Paris Agreement in 2016 increased international pressure for the establishment of a global carbon price, and on companies to adopt carbon pricing strategies. The pricing of greenhouse gas emissions may impact our operational costs, mainly through higher price for fossil fuels as mining is an energy intensive industry. Consumption of coal, one of the products we sell, in particular, is facing pressure from international institutions due to its carbon intensity.

          Regulatory initiatives at the national and international levels that affect our shipping practices could increase our costs or require us to make new capital expenditures.

          Natural disasters, such as wind storms, droughts, floods, earthquakes and tsunamis may adversely affect our operations and projects in the countries where we operate, and may cause a contraction in sales to countries adversely affected due to, among other factors, power outages and the destruction of industrial facilities and infrastructure. The physical impact of climate change on our business remains uncertain, but we are likely to experience changes in rainfall patterns, increased temperatures, water shortages, rising sea levels, increased storm frequency and intensity as a result of climate change, which may adversely affect our operations. On some occasions in recent years, we have determined that force majeure events have occurred due to effect of severe weather on our mining and logistics activities.

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Risks relating to our mining reserves

          Our reported reserves are estimated quantities of ore and minerals that we have determined can be economically mined and processed under present and assumed future conditions. There are numerous uncertainties inherent in estimating quantities of reserves and in projecting potential future rates of mineral production, including factors beyond our control. Reserve reporting involves estimating deposits of minerals that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgment. As a result, no assurance can be given that the indicated amount of ore will be recovered or that it will be recovered at the rates we anticipate. Reserve estimates and estimates of mine life may require revisions based on actual production experience, projects, updated exploration drilling data and other factors. For example, lower market prices of minerals and metals, reduced recovery rates or increased operating and capital costs due to inflation, exchange rates, changes in regulatory requirements or other factors may render proven and probable reserves uneconomic to exploit and may ultimately result in a reduction of reserves. Such a reduction could affect depreciation and amortization rates and have an adverse effect on our financial performance.

          We engage in mineral exploration, which is highly uncertain in nature, involves many risks and frequently is non-productive. Our exploration programs, which involve significant expenditures, may fail to result in the expansion or replacement of reserves depleted by current production. If we do not develop new reserves, we will not be able to sustain our current level of production beyond the remaining lives of our existing mines.

          Once mineral deposits are discovered, it can take a number of years from the initial phases of drilling until production is possible, during which the economic feasibility of production may change. Substantial time and expenditures are required to:

          If a project proves not to be economically feasible by the time we are able to exploit it, we may incur substantial losses and be obliged to take write-downs. In addition, potential changes or complications involving metallurgical and other technological processes arising during the life of a project may result in delays and cost overruns that may render the project not economically feasible.

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          Reserves are gradually depleted in the ordinary course of a given open pit or underground mining operation. As mining progresses, distances to the primary crusher and to waste deposits become longer, pits become steeper, mines may move from being open pit to underground, and underground operations become deeper. In addition, for some types of reserves, mineralization grade decreases and hardness increases at greater depths. As a result, over time, we usually experience rising unit extraction costs with respect to each mine, or we may need to make additional investments, including adaptation or construction of processing plants and expansion or construction of tailings dams. Several of our mines have been operating for long periods, and we will likely experience rising extraction costs per unit in the future at these operations in particular.

Risks relating to our corporate structure

          As of March 31, 2017, Valepar S.A. ("Valepar") owned 53.9% of our outstanding common stock and 33.7% of our total outstanding capital. As a result of its share ownership, Valepar can elect the majority of our board of directors and control the outcome of some actions that require shareholder approval. The shareholders of Valepar are party to a shareholders' agreement that governs Valepar's actions in its capacity as a shareholder of Vale. The existing shareholders' agreement will expire on May 9, 2017, and certain Valepar shareholders have entered into a new shareholders' agreement that will become effective on May 10, 2017, for a period of six months or until the merger of Valepar into Vale. The new shareholders' agreement contemplates a proposal to change our governance structure and the execution of a shareholders' agreement at the Vale level, binding with respect to 20% of our common shares, which will continue to give significant influence to these shareholders. For a description of our ownership structure and of the shareholders' agreements, see Share ownership and tradingMajor shareholders.

          The Brazilian government owns 12 golden shares of Vale, granting it limited veto power over certain company actions, such as changes to our name, the location of our headquarters and our corporate purpose as it relates to mining activities. For a detailed description of the Brazilian government's veto powers, see Additional information—Memorandum and articles of association—Common shares and preferred shares.

          Pursuant to the new shareholder's agreement of Valepar, which will become effective on May 10, 2017, Valepar is expected to submit a proposal to simplify our shareholding structure and corporate governance, with the purpose of eventually enabling Vale to be listed on BM&FBOVESPA's Novo Mercado special segment and making Vale a company without defined control. For a description of our ownership structure and the proposed changes to the Valepar shareholders' agreements pursuant to the Proposal, see Share ownership and trading—Major shareholders.

          The implementation of the proposal to simplify our shareholding structure is subject to, among other requirements, (i) the approval of the proposal, including the merger of Valepar into Vale, by our shareholders and the executive officers and board of directors of Vale and Valepar, and (ii) the acceptance by at least 54.09% of class A preferred shares of the voluntary conversion into common shares, within 45 days from the shareholders' meeting decision on the matter. We cannot predict how long it will take to implement all the necessary steps or whether they will be successfully implemented at all. Finally, we cannot predict whether or when we will migrate to the Novo Mercado segment of the BM&FBOVESPA, as the listing is subject to conversion of all of our preferred shares into common shares.

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          The uncertainty in the timing and effective implementation may delay or limit our ability to achieve certain benefits that might derive from the simplified corporate ownership structure and eventual migration to the Novo Mercado, such as increased liquidity for shareholders. We cannot guarantee that these benefits will be fully realized, and any failure to achieve those benefits may affect the value of our shares and ADSs.

          We operate in a global environment, and our activities extend over multiple jurisdictions and complex regulatory frameworks with increased enforcement activities worldwide. Our governance and compliance processes, which include the review of internal control over financial reporting, may not prevent future breaches of legal, accounting or governance standards. We may be subject to breaches of our Code of Ethics and Conduct, anti-corruption policies and business conduct protocols and to instances of fraudulent behavior, corrupt practices and dishonesty by our employees, contractors or other agents. Our failure to comply with applicable laws and other standards could subject us to fines, loss of operating licenses and reputational harm.

          Our investors may be located in jurisdictions outside Brazil and could seek to bring actions against us or our directors or officers in the courts of their home jurisdictions. We are a Brazilian company, and the majority of our officers and directors are residents of Brazil. The vast majority of our assets and the assets of our officers and directors are likely to be located in jurisdictions other than the home jurisdictions of our foreign investors. It might not be possible for investors outside Brazil to effect service of process within their home jurisdictions on us or on our officers or directors who reside outside their home jurisdictions. In addition, a final conclusive foreign judgment will be enforceable in the courts of Brazil without a re-examination of the merits only if previously confirmed by the Brazilian Superior Court of Justice (STJ—Superior Tribunal de Justiça), and confirmation will only be granted if the foreign judgment: (a) fulfills all formalities required for its enforceability under the laws of the country where it was issued; (b) was issued by a competent court after due service of process on the defendant, as required under applicable law; (c) is not subject to appeal; (d) does not conflict with a final and unappealable decision issued by a Brazilian court; (e) was authenticated by a Brazilian consulate in the country in which it was issued or is duly apostilled in accordance with the Convention for Abolishing the Requirement of Legalization for Foreign Public Documents and is accompanied by a sworn translation into Portuguese, unless this procedure was exempted by an international treaty entered into by Brazil; (f) it does not cover matters subject to the exclusive jurisdiction of the Brazilian courts; and (g) is not contrary to Brazilian national sovereignty, public policy or good morals. Therefore, investors might not be able to recover against us or our directors and officers on judgments of the courts of their home jurisdictions predicated upon the laws of such jurisdictions.

Risks relating to our depositary shares

          The custodian for the shares underlying our ADSs maintains a registration with the Central Bank of Brazil entitling it to remit U.S. dollars outside Brazil for payments of dividends and other distributions relating to the shares underlying our ADSs or upon the disposition of the underlying shares. If an ADR holder exchanges its ADSs for the underlying shares, it will be entitled to rely on the custodian's registration for only five business days from the date of exchange. Thereafter, an ADR holder may not be able to obtain and remit foreign currency abroad upon the disposition of, or distributions relating to, the underlying shares unless it obtains its own registration under applicable regulation, which permits qualifying institutional foreign investors to buy and sell securities on the BM&FBOVESPA. For more information regarding these exchange controls, see Additional informationExchange controls and other limitations affecting security holders. If an ADR holder attempts to obtain its own registration, it may incur expenses or suffer delays in the application process, which could delay the receipt of dividends or other distributions relating to the underlying shares or the return of capital in a timely manner.

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          The custodian's registration or any registration obtained could be affected by future legislative changes, and additional restrictions applicable to ADR holders, the disposition of the underlying shares or the repatriation of the proceeds from disposition could be imposed in the future.

          The ability of ADR holders to exercise preemptive rights is not assured, particularly if the applicable law in the holder's jurisdiction (for example, the Securities Act in the United States) requires that either a registration statement be effective or an exemption from registration be available with respect to those rights, as is in the case in the United States. We are not obligated to extend the offer of preemptive rights to holders of ADRs, to file a registration statement in the United States, or to make any other similar filing in any other jurisdiction, relating to preemptive rights or to undertake steps that may be needed to make exemptions from registration available, and we cannot assure holders that we will file any registration statement or take such steps.

          ADR holders do not have the rights of shareholders. They have only the contractual rights set forth for their benefit under the deposit agreements. ADR holders are not permitted to attend shareholders' meetings, and they may only vote by providing instructions to the depositary. In practice, the ability of a holder of ADRs to instruct the depositary as to voting will depend on the timing and procedures for providing instructions to the depositary either directly or through the holder's custodian and clearing system. With respect to ADSs for which instructions are not received, the depositary may, subject to certain limitations, grant a proxy to a person designated by us.

          We are a global company with securities traded in several different markets and investors located in many different countries. The legal regime for the protection of investors varies around the world, sometimes in important ways, and investors in our securities should recognize that the protections and remedies available to them may be different from those to which they are accustomed in their home markets. We are subject to securities legislation in several countries, which have different rules, supervision and enforcement practices. The only corporate law applicable to our parent company is the law of Brazil, with its specific substantive rules and judicial procedures. We are subject to corporate governance rules in several jurisdictions where our securities are listed, but as a foreign private issuer, we are not required to follow many of the corporate governance rules that apply to U.S. domestic issuers with securities listed on the New York Stock Exchange, and we are not subject to the U.S. proxy rules.

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SELECTED FINANCIAL DATA

          The tables below present selected consolidated financial information as of and for the periods indicated. You should read this information together with our consolidated financial statements in this annual report. The comparative information for 2012 to 2015 has been re-presented to report our fertilizers segment as discontinued operations.

Consolidated statement of income data

 
For the year ended December 31,
 
2012 2013 2014 2015 2016
 
(US$ million)

Net operating revenues

42,983 43,953 35,124 23,384 27,488

Cost of goods sold and services rendered

(22,407 ) (21,668 ) (22,790 ) (18,751 ) (17,650 )

Selling, general, administrative and other operating expenses, net

(1,954 ) (1,101 ) (2,059 ) (819 ) (774 )

Research and evaluation expenses

(1,356 ) (748 ) (662 ) (395 ) (319 )

Pre-operating and operational stoppage

(3,495 ) (2,375 ) (975 ) (942 ) (453 )

Impairment of non-current assets and onerous contracts

(4,023 ) (182 ) (99 ) (8,769 ) (1,174 )

Results on measurement or sales of non-current assets

(377 ) (215 ) (167 ) 61 (66 )

Operating income (loss)

9,371 17,664 8,372 (6,231 ) 7,052

Non-operating income (expenses):

         

Financial income (expenses), net

(3,976 ) (8,314 ) (6,018 ) (10,654 ) 1,843

Equity results in associates and joint ventures

645 469 501 (445 ) 309

Impairment and other results in associates and joint ventures

(1,941 ) 14 (61 ) (349 ) (1,220 )

Net income (loss) before income taxes

4,099 9,833 2,794 (17,679 ) 7,984

Income taxes

(32 ) (6,889 ) (1,603 ) 5,249 (2,781 )

Net income (loss) from continuing operations

4,067 2,944 1,191 (12,430 ) 5,203

Loss attributable to non-controlling interests

(311 ) (191 ) (308 ) (501 ) (8 )

Net income (loss) from continuing operations attributable to Vale's stockholders

4,378 3,135 1,499 (11,929 ) 5,211

Net income (loss) from discontinued operations attributable to Vale's stockholders

1,076 (2,551 ) (842 ) (200 ) (1,229 )

Net income (loss) attributable to Vale's stockholders

5,454 584 657 (12,129 ) 3,982

Loss attributable to non-controlling interests

(257 ) (178 ) (304 ) (491 ) (6 )

Net income (loss)

5,197 406 353 (12,620 ) 3,976

Total cash paid to stockholders(1)

6,000 4,500 4,200 1,500 250

(1)
Consists of total cash paid to stockholders during the period, whether classified as dividends or interest on stockholders' equity.

Earnings (loss) per share

 
For the year ended December 31,
 
2012 2013 2014 2015 2016
 
(US$, except as noted)

Earnings (loss) per share from continuing operations:

         

Per common share

0.86 0.61 0.29 (2.31 ) 1.01

Per preferred share

0.86 0.61 0.29 (2.31 ) 1.01

Earnings (loss) per share from discontinued operations:

         

Per common share

0.20 (0.50 ) (0.16 ) (0.04 ) (0.24 )

Per preferred share

0.20 (0.50 ) (0.16 ) (0.04 ) (0.24 )

Earnings (loss) per share:

         

Per common share

1.06 0.11 0.13 (2.35 ) 0.77

Per preferred share

1.06 0.11 0.13 (2.35 ) 0.77

Weighted average number of shares outstanding (in thousands)(1):

         

Common shares

3,172,179 3,185,653 3,185,653 3,185,653 3,185,653

Preferred shares

1,933,491 1,967,722 1,967,722 1,967,722 1,967,722

Total

5,105,670 5,153,375 5,153,375 5,153,375 5,153,375

Distributions to stockholders per share(2):

         

Expressed in US$

1.17 0.87 0.81 0.29 0.05

Expressed in R$

2.26 1.81 1.89 0.98 0.17

(1)
Each common ADS represents one common share and each preferred ADS represents one preferred share.
(2)
Our distributions to shareholders may be classified as either dividends or interest on shareholders' equity. In many years, part of each distribution has been classified as interest on shareholders' equity and part has been classified as dividends. For information about distributions paid to shareholders, see Share ownership and tradingDistributions.

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Balance sheet data

 
                As of December 31,                 
 
2012 2013 2014 2015 2016
 
(US$ million)

Current assets

22,069 20,611 16,594 11,429 13,978

Non-current assets held for sale

457 3,766 3,640 4,044 8,589

Property, plant and equipment, net and intangible assets

94,093 88,536 84,942 59,426 62,290

Investments in associated companies and joint ventures

6,384 3,584 4,133 2,940 3,696

Non-current assets

7,574 8,100 7,180 10,653 10,461

Total assets

130,577 124,597 116,489 88,492 99,014

Current liabilities

12,402 9,164 10,626 10,438 10,142

Liabilities associated with non-current assets held for sale

169 448 111 107 1,090

Long-term liabilities(1)

16,380 22,379 22,043 15,896 19,096

Long-term debt(2)

26,799 27,670 27,388 26,347 27,662

Total liabilities

55,750 59,661 60,168 52,788 57,990

Stockholders' equity:

         

Capital stock

60,578 60,578 61,614 61,614 61,614

Additional paid-in capital

(552 ) (552 ) (601 ) (854 ) (851 )

Retained earnings and revenue reserves

13,213 3,299 (5,891 ) (27,171 ) (21,721 )

Total Vale shareholders' equity

73,239 63,325 55,122 33,589 39,042

Non-controlling interests

1,588 1,611 1,199 2,115 1,982

Total stockholders' equity

74,827 64,936 56,321 35,704 41,024

Total liabilities and stockholders' equity

130,577 124,597 116,489 88,492 99,014

(1)
Excludes long-term debt.
(2)
Excludes current portion of long-term debt.

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I.  INFORMATION ON THE COMPANY

BUSINESS OVERVIEW

Summary

          We are one of the largest metals and mining companies in the world, based on market capitalization. We are the world's largest producer of iron ore and iron ore pellets and the world's largest producer of nickel. We also produce manganese ore, ferroalloys, metallurgical and thermal coal, copper, platinum group metals (PGMs), gold, silver and cobalt. We are engaged in greenfield mineral exploration in six countries around the globe. We operate large logistics systems in Brazil and other regions of the world, including railroads, maritime terminals and ports, which are integrated with our mining operations. In addition, we have a portfolio of maritime freight assets, floating transfer stations and distribution centers to support the delivery of iron ore worldwide. Directly and through affiliates and joint ventures, we also have investments in energy and steel businesses.

          The following table presents the breakdown of total net operating revenues attributable to each of our lines of business of continuing operations.

 
Year ended December 31,
 
2014 2015 2016
 
US$ million
% of total
US$ million
% of total
US$ million
% of total

Ferrous minerals:

           

Iron ore

19,301 55.0% 12,330 52.7% 15,784 57.4%

Pellets

5,263 15.0 3,600 15.4 3,827 13.9

Ferroalloys and manganese

392 1.1 162 0.7 302 1.1

Other ferrous products and services

741 2.1 470 2.0 438 1.6

Subtotal

25,697 73.2 16,562 70.8 20,351 74.0

Coal

739 2.1 526 2.3 839 3.1

Base metals: Nickel and other products(1)

6,241 17.8 4,693 20.1 4,472 16.3

Copper(2)

1,451 4.1 1,470 6.3 1,667 6.0

Subtotal

7,692 21.9 6,163 26.4 6,139 22.3

Other(3)

996 2.8 133 0.5 159 0.6

Total net operating revenues from continuing operations

35,124 100.0% 23,384 100.0% 27,488 100.0%

(1)
Includes nickel coproducts (copper) and byproducts (precious metals, cobalt and others).
(2)
Does not include copper produced in our nickel operations.
(3)
Includes energy.

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          In December 2016, we agreed to sell a substantial part of our fertilizer business to The Mosaic Company ("Mosaic"), subject to certain conditions precedent. As a result, this segment is reported as discontinued operations. Until closing of the transaction, which is expected by the end of 2017, we continue to conduct potash and phosphate operations in Brazil and to hold a 51% voting interest in a joint venture that operates a phosphate rock mine in Peru. See —Discontinued Operations.

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Business strategy

          Our mission is to transform natural resources into prosperity and sustainable development. In all of our lines of business, we are committed to:

          Below are the highlights of our major business strategies.

          We are committed to promoting sustainable development, which means generating value for our shareholders and other stakeholders, and simultaneously improving health and safety of our workers, enhancing the well-being of the communities surrounding our operations and protecting the environment. This can be achieved through conscious and responsible management, corporate voluntary actions and cross-sectorial partnerships. Below is a list of measures illustrating our commitment to sustainability:

          In all of our lines of businesses, we are committed to investing in world-class assets, with long life, low cost, potential to expand and high quality output, capable of creating value through different economic cycles. We exercise disciplined capital management and maintaining a low cost structure. The preservation of our credit ratings and reduction of our debt leverage are also among our key commitments. In the past years, we suspended operations of assets in response to market conditions and disposed of assets that we have determined to be non-strategic or in order to optimize the structure of our business portfolio. The divestiture of assets improves capital allocation and unlocks funds to finance the execution of top priority projects and to manage our liquidity.

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          We are committed to improving our competitiveness in the global iron ore market, by focusing our product line to capture industry trends, improving quality and productivity, controlling costs, strengthening our logistics infrastructure of railroads, ports, shipping and distribution centers, and strengthening relationships with customers. Our diversified portfolio of high quality products, strong technical marketing strategy, efficient logistics and long-standing relationships with major customers will help us achieve this goal.

          We will continue to promote the Brazilian blend fines (BRBF), a product resulting from blending fines from Carajás, which contain a higher concentration of iron and a lower concentration of silica in the ore, with fines from the Southern and Southeastern Systems, which contain a lower concentration of iron in the ore. The resulting blend offers strong performance in any kind of sintering operation. It is blended and sold in our Teluk Rubiah Maritime Terminal in Malaysia and in five distribution centers in China, which reduces the time to reach Asian markets and increases our distribution capillarity by allowing the use of smaller vessels. The blending strategy also permits the use of iron ore with lower concentration, particularly from the Southern System, allowing more efficient mining plans and increases use of dry processing methods, which in turn reduce capital expenditures, expand the life of our mines and reduce the use of water in our operations.

          We have been expanding the capacity of our railroads and ports, entering into long term affreightment agreements and developing distribution centers in Asia to meet the logistics needs of our iron ore and coal businesses.

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          We are the world's largest nickel producer, with large-scale, long-life and low-cost operations, a substantial resource base and diversified mining operations that produce nickel from nickel sulfides and laterites using advanced technology. We have processing facilities in North America, Europe, Asia, Brazil, New Caledonia and Indonesia, which produce an array of products for use in most nickel applications. We are a leading producer of high-quality nickel products for non-stainless steel applications, such as plating, alloy steels, high nickel alloys and batteries, which represented 58% of our refined nickel sales in 2016. Our goal is to strengthen our competitiveness in the nickel business. In the long-term, the battery segment shows an important upside potential as electric vehicle production continues to attract significant investments, which could positively impact nickel price and our nickel premiums. We continue to optimize our operations and to review our asset utilization aiming to increase productivity and improve returns.

          We produce copper concentrates from our Sossego and Salobo facilities located in the Carajás region. These copper mines benefit from our infrastructure facilities serving the Northern System. The gold we produce at Sossego and Salobo increases the total aggregated value of those operations. A key aspect of our strategy for our copper assets in the Carajás region is to improve our efficiency and asset utilization while evaluating opportunities to extend our operations at Sossego and expand Salobo. We also produce copper as a coproduct in our nickel operations, principally at Sudbury and Voisey's Bay, in Canada.

          We have coal operations in Moatize (Mozambique), and we hold a minority interest in a joint venture in China. We intend to increase our coal production, mainly through the expansion of a new coal handling processing plant (CHPP) of coal in the Moatize operations in Mozambique and the ramp-up of the Nacala Logistics Corridor in Mozambique and Malawi, where we have entered into a strategic partnership with Mitsui. As we complete the ramp-up of our new CHPP in Moatize and the Nacala Logistics Corridor, our costs are expected to reduce, enhancing the competitiveness of our coal operations.

          We are taking advantage of our global presence to develop mineral exploration initiatives. We conduct brownfield exploration to maximize results from existing mining areas and to support both projects and operations. We conduct our greenfield exploration activities in six countries, which are Brazil, Peru, Chile, Canada, Australia and Indonesia. In particular, we seek to identify opportunities and develop deposits with the potential for large scale production at low cost. Our exploration activities are focused on iron ore, nickel and copper.

          As a large consumer of electricity, we have invested in power generation projects to support our operations and to reduce our exposure to the volatility of energy prices and regulatory uncertainties. Accordingly, we have developed hydroelectric power generation plants in Brazil, Canada and Indonesia, and 50% of our worldwide electricity needs come from our own plants. We are seeking to develop a clean energy mix by focusing on reducing our carbon footprint.

Significant changes in our business

          We summarize below major events related to our organic growth, divestitures, acquisitions and other significant developments in our business since the beginning of 2016.

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          We have an extensive program of investments in the organic growth of our businesses. Our main investment projects are summarized under —Capital expenditures. The most significant projects that have come on stream since the beginning of 2016 are summarized below:

          We are always seeking to optimize the structure of our portfolio of businesses in order to achieve the most efficient allocation of capital. We summarize below our most significant dispositions since the beginning of 2016.

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          In September 2016, we agreed with Mitsui the new terms of our partnership in coal assets in Mozambique. Under these new terms, Mitsui agreed to pay us an amount of up to US$450 million, consisting of: (i) a fixed payment of US$255 million for 15% of our 95% stake in the Moatize coal mine and (ii) an additional amount of up to US$195 million, subject to certain conditions, including mine performance. Mitsui will also contribute an amount of approximately US$348 million for 50% of our 70% stake in the Nacala Logistics Corridor and extend a long-term facility of US$165 million to Nacala Logistics Corridor. We completed the equity transaction with Mitsui on March 27, 2017. The total value of the transaction will be approximately US$770 million, including all amounts mentioned above except the additional amount of up to US$195 million, which is subject to certain conditions still to be satisfied. From these US$770 million, we received US$733 million upon completion of the equity transaction on March 27, 2017, and expect to receive the remainder upon closing of the project financing, which is expected to occur during 2017. If the project financing is not signed before the end of 2017, Mitsui has certain rights to transfer its participation in the Moatize coal mine and the Nacala Logistics Corridor back to us. See Lines of Business—Infrastructure—Railroads.

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          In December 2016, we obtained the operational environmental license for the S11D project located in Carajás, Brazil. This license is a key step in the process of expanding our iron ore production and improving our competitiveness in the iron ore business.

          We plan to optimize our nickel operations across Canada, as part of an overall strategy to reduce our atmospheric emissions and comply with local regulations. Our goal is to concentrate our refining and smelting activities in Sudbury, where we will focus on the production of copper concentrate, copper matte and refined nickel. In Long Harbour we will produce nickel rounds, copper cathode and cobalt metal. We will phase out our smelting and refining activities in Thompson, where we will focus on nickel concentrate production.

Failure of Samarco's tailings dam in Minas Gerais

          On November 5, 2015, the Fundão tailings dams owned by Samarco failed, releasing tailings downstream, reaching and flooding certain communities and causing impacts on communities and the environment along the Rio Doce river. The failure resulted in 19 fatalities, and caused property and environmental damage to the affected areas.

          After the dam failure, Samarco, together with the public authorities, provided first aid, food, water, housing, social assistance and financial aid to the affected families and individuals, and both Vale and BHPB, Samarco's shareholders, have been actively involved in supporting Samarco during this period. In addition to these emergency actions, Samarco has been monitoring the affected area, performing emergency work to contain any movement of tailings, reinforcing the structures of its dams and dikes to ensure the safety of the region and mitigating the environmental and social impacts of the event. Samarco continues to reinforce and improve the structures of its dams to contain the remaining tailings.

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          Our operation in the Mariana mining complex, near Samarco's mining area, was also negatively impacted by the failure of Samarco's tailings dam. A major conveyor belt connecting our Fábrica Nova mine to our Timbopeba beneficiation plant was damaged, and the Alegria mine is operating with a dry beneficiation process.

          Following the dam failure, governmental authorities ordered the suspension of Samarco's operations. With the exception of the Fundão tailings dam and the Santarém water dam, which was impacted by the overflow of tailings from the Fundão dam, all other production assets owned by Samarco were undamaged. Samarco's management is working on a plan that would permit it to resume operations and provide a long-term solution for the disposal of tailings. The feasibility, timing and scope of measures necessary to resume Samarco's operations remain uncertain.

          In December 2016, we entered into a non-binding term sheet outlining the general terms and conditions to permit Samarco, upon its eventual resumption of operations, to deposit its tailings in our Timbopeba pit. A definitive agreement is being negotiated and is subject to due diligence and governmental approvals. The use of the Timbopeba pit may allow Samarco to operate for several years without a new tailings structure.

          In March 2016, Samarco and its shareholders, Vale S.A. and BHPB entered into the Framework Agreement with the Brazilian federal government, the two Brazilian states affected by the failure (Espírito Santo and Minas Gerais) and other governmental authorities in order to implement programs for remediation and compensation of the areas and communities affected by Samarco's dam failure. The Framework Agreement has a 15-year term, renewable for successive one-year periods until all the obligations under the Framework Agreement have been performed. The Framework Agreement does not provide for admission of civil, criminal or administrative liability for the Fundão dam failure.

          In June 2016, Samarco, Vale S.A. and BHPB created the Renova Foundation to develop and implement social and economic remediation and compensation pursuant to the Framework Agreement. The foundation must be funded by Samarco according to the following schedule: R$2.0 billion (US$614 million) in 2016, R$1.2 billion (US$368 million) in 2017 and R$1.2 billion (US$368 million) in 2018. From 2019 to 2021, Samarco agreed to provide funding based on the amounts needed to implement the projects approved for the relevant year, subject to an annual minimum of R$800 million (US$245 million) and an annual maximum of R$1.6 billion (US$491 million). Starting in 2022, Samarco will provide the necessary funding in order to complete remaining programs approved for each year. The foundation will allocate an annual amount of R$240 million (US$74 million) over 15 years to the implementation of compensation programs, and these annual amounts are included in the annual contributions described above for the first six years. Through the end of 2018, R$500 million (US$153 million) will be provided for sewage collection and treatment and solid waste disposal under the terms of the Framework Agreement.

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          In January 2017, Samarco, Vale and BHPB entered into two preliminary agreements with the MPF in connection with the pending public civil actions brought by the Brazilian Government and others and the public civil action brought by the MPF, which are described under Additional information—Legal proceedings.

          In March 2017, the court partially ratified the first agreement, pending the appointment of an expert and conclusion of the final agreement. We expect the Framework Agreement and the agreements with the MPF to be a first step towards the settlement of these actions. Any final settlement of these actions is subject to approval by the court.

          For a discussion of the impact of the failure of Samarco's tailings dam in our financial statements, see Operating and financial review and prospects—Failure of Samarco's tailing dams.

Reorganization of our shareholding structure and share ownership by controlling shareholders

          Pursuant to the new shareholders' agreement entered into by certain shareholders of Valepar, our controlling shareholder, on February 19, 2017, Valepar is expected to make a proposal to simplify our shareholding structure and corporate governance, with the purpose of eventually enabling Vale to be listed on BM&FBOVESPA's Novo Mercado special segment and making Vale a company without defined control. This proposal is composed of a series of indivisible and interdependent steps, and is subject to approval by our shareholders and the executive officers and board of directors of Vale and Valepar. The proposal contemplates (i) the voluntary conversion of at least 54.09% of our class A preferred shares into common shares, (ii) the amendment of our bylaws to adjust them, to the extent possible, to Novo Mercado rules, and (iii) the merger of Valepar into Vale. Subsequently, certain former shareholders of Valepar will enter into a new shareholders' agreement at the Vale level. Our eventual migration to the Novo Mercado segment of the BM&FBOVESPA is also subject to conversion of all of our preferred shares into common shares. For a description of our ownership structure and the proposed changes to the Valepar shareholders' agreements pursuant to the Proposal, see Share ownership and trading—Major shareholders.

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LINES OF BUSINESS

          Our principal lines of business consist of mining and related logistics. This section presents information about operations, production, sales and competition and is organized as follows.

1.   Ferrous minerals

    1.1   Iron ore and iron ore pellets
            1.1.1   Iron ore operations
            1.1.2   Iron ore production
            1.1.3   Iron ore pellets operations
            1.1.4   Iron ore pellets production
            1.1.5   Customers, sales and marketing
            1.1.6   Competition

    1.2   Manganese ore and ferroalloys
            1.2.1   Manganese ore operations and production
            1.2.2   Ferroalloys operations and production
            1.2.3   Manganese ore and ferroalloys: sales and
            competition

2.   Base metals

    2.1   Nickel
            2.1.1   Operations
            2.1.2   Production
            2.1.3   Customers and sales
            2.1.4   Competition

    2.2   Copper
            2.2.1   Operations
            2.2.2   Production
            2.2.3   Customers and sales
            2.2.4   Competition

    2.3   PGMs and other precious metals
    2.4   Cobalt
3.   Coal

    3.1   Operations
    3.2   Production
    3.3   Customers and sales
    3.4   Competition

4.   Infrastructure

    4.1   Logistics
            4.1.1   Railroads
            4.1.2   Ports and maritime terminals
            4.1.3   Shipping

    4.2   Energy

5.   Other investments

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MAP

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1.    Ferrous minerals

          Our ferrous minerals business includes iron ore mining, iron ore pellet production, manganese ore mining and ferroalloy production. Each of these activities is described below.

          We conduct our iron ore business in Brazil primarily at the parent-company level, through our subsidiaries, Mineração Corumbaense Reunida S.A. ("MCR") and Minerações Brasileiras Reunidas S.A.—MBR ("MBR"). Our mines, all of which are open pit, and their related operations are mainly concentrated in three systems: the Southeastern, Southern and Northern Systems, each with its own transportation capabilities. We also conduct mining operations in the Midwestern System and we have a 50% stake in Samarco. Samarco's operations have been suspended following the failure of one of its tailings dams located in Minas Gerais in November 2015 (see Business overview—Failure of Samarco's tailings dam in Minas Gerais). We conduct each of our iron ore operations in Brazil under concessions from the federal government granted for an indefinite period, subject to the life of the mines.

Company/Mining System   Location   Description/History   Mineralization   Operations   Power source   Access/Transportation
Vale                        
Northern System   Carajás, state of Pará   Divided into Serra Norte, Serra Sul and Serra Leste (Northern, Southern and Eastern ranges). Since 1984, we have been conducting mining activities in the northern range, which is divided into three main mining areas (N4W, N4E and N5) and two major beneficiation plants. In 2014, we started a new mine and beneficiation plant in Serra Leste. Our operations in Serra Sul, where our S11D project is located, started in 2016.   High-grade hematite ore type (iron grade of more than 65% on average).   Open-pit mining operations. In Serra Norte, one of the major plants applies the natural moisture beneficiation process, consisting of crushing and screening, and the other applies both the natural moisture and the wet beneficiation process in distinct lines. The wet beneficiation process consists simply of sizing operations, including screening, hydrocycloning, crushing and filtration. Output from this site consists of sinter feed, pellet feed and lump ore. Serra Leste and Serra Sul natural moisture beneficiation process consists of crushing and screening. Serra Sul produces only sinter feed and Serra Leste produces lump and sinter feed.   Supplied through the national electricity grid. Produced directly by Vale or acquired through power purchase agreements.   EFC railroad transports the iron ore to the Ponta da Madeira maritime terminal in the Brazilian state of Maranhão. Serra Leste iron ore is transported by trucks from the mine site to EFC railroad. The Serra Sul ore is shipped via the Carajás railroad (EFC) via the new 101-kilometers long railroad branch
Southeastern System   Iron Quadrangle, state of Minas Gerais   Three mining complexes: Itabira (two mines, with three major beneficiation plants), Minas Centrais (two mines, with two major beneficiation plants and one secondary plant) and Mariana (three mines, with two major beneficiation plants).   Ore reserves with high ratios of itabirite ore relative to hematite ore type. Itabirite ore type has iron grade of 35-60%. Part of the ore is concentrated to achieve shipping grade and part is shipped and blended in Asia with the high grade ore from our Northern System.   Open-pit mining operations. We generally process the run-of-mine by means of standard crushing, classification and concentration steps, producing sinter feed, lump ore and pellet feed in the beneficiation plants located at the mining complexes.   Supplied through the national electricity grid. Produced directly by Vale or acquired through power purchase agreements.   EFVM railroad connects these mines to the Tubarão port.

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Company/Mining System   Location   Description/History   Mineralization   Operations   Power source   Access/Transportation
Southern System   Iron Quadrangle, state of Minas Gerais   Three major mining complexes: Minas Itabirito (four mines and three major beneficiation plants); Vargem Grande (three mines and two major beneficiation plants); and Paraopeba (five mines and two major beneficiation plants).   Ore reserves with high ratios of itabirite ore type relative to hematite ore type. Itabirite ore has iron grade of 35-60%. Part of the ore is concentrated to achieve shipping grade and part is shipped and blended in Asia with the high grade ore from our Northern System.   Open-pit mining operations. We generally process the run-of-mine by means of standard crushing, classification and concentration steps, producing sinter feed, lump ore and pellet feed in the beneficiation plants located at the mining complexes.   Supplied through the national electricity grid. Produced directly by Vale or acquired through power purchase agreements.   MRS transports our iron ore products from the mines to our Guaíba Island and Itaguaí maritime terminals in the Brazilian state of Rio de Janeiro. EFVM railroad connects certain mines to the Tubarão port.
Midwestern System   State of Mato Grosso do Sul   Two mines and two plants located in the city of Corumbá.   Hematite ore type, which generates lump ore predominantly. Iron grade of 62% on average.   Open-pit mining operations. The beneficiation process for the run-of-mine consists of standard crushing and classification steps, producing lump and sinter feed.   Supplied through the national electricity grid. Acquired from regional utility companies.   Part of the sales are transported through barges traveling along the Paraguay river to the ports in Argentina, moving to Europe and Asia markets from there. Another part of the sales is delivered to customers in the ports of Corumbá.
Samarco   Iron Quadrangle, state of Minas Gerais   Integrated system comprised of two mines, three beneficiation plants, three pipelines, four pellet plants and a port. The mines and the beneficiation plants are located in the state of Minas Gerais and the pellet plants and port are located in the state of Espírito Santo. From Minas Gerais to Espírito Santo state production flows through the three pipelines which extend for approximately 400 Km.   Itabirite ore type.   Open-pit mining operations. The three beneficiation plants, located at the site, process the run-of-mine by means of standard crushing, milling and concentration steps, producing pellet feed and sinter feed. Samarco's mining operations have been suspended following the failure of one of its tailings dams located in Minas Gerais in November 2015 (see Business overview—Failure of Samarco's tailings dam in Minas Gerais).   Supplied through the national electricity grid. Acquired from regional utility companies or produced directly by Samarco.   Samarco's mines supply Samarco's pellet plants using three pipelines extending approximately 400 kilometers. These pipelines transport the iron ore from the beneficiation plants to the pelletizing plants. From the pelletizing plants to the Ubu port in the Brazilian state of Espírito Santo pellets are transported by conveyor belts of approximately 1 kilometer.

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          The following table sets forth information about our iron ore production.

 
 
Production for the year ended December 31(2),  
 
 
2016
process
recovery(4)
Mine/Plant Type 2014 2015 2016
 
 
(million metric tons)
(%)

Southeastern System

         

Itabira

Open pit 35.8 35.6 33.4 49.6

Minas Centrais(1)

Open pit 33.7 41.3 40.9 67.6

Mariana

Open pit 39.4 36.1 28.4 89.4

Total Southeastern System

108.9 113.0 102.7  

Southern System

         

Minas Itabirito

Open pit 41.0 41.4 40.1 71.7

Vargem Grande

Open pit 25.0 29.3 29.2 64.9

Paraopeba

Open pit 31.2 28.1 26.4 95.9

Total Southern System

97.2 98.8 95.7  

Northern System

         

Serra Norte

Open pit 117.5 127.6 143.6 95.5

Serra Leste

Open pit 2.2 2.0 4.2 98.9

Serra Sul

Open pit 0.4 100.0

Total Northern System

119.7 129.6 148.1  

Midwestern System

         

Corumbá

Open pit 3.8 2.8 1.9 73.9

Urucum

Open pit 2.1 1.7 0.4 65.8

Total Midwestern System

5.8 4.5 2.3  

Total Vale Systems(2)

331.6 345.9 348.8  

Samarco(3)

Open pit 13.1 12.7 0.0  

Total

344.7 358.6 348.8  

(1)
Agua Limpa mine and plants are part of the Minas Centrais operations and are owned by Baovale Mineração S.A. ("Baovale"). We own 100% of the voting shares and 50% of the total shares of Baovale. Production figures for Água Limpa have not been adjusted to reflect our ownership interest.
(2)
Production figures represent the mass obtained after beneficiation process, with minor contribution of run-of-mine production and third-party ore purchases.
(3)
Production figures for Samarco, in which we have a 50% interest, have been adjusted to reflect our ownership interest.
(4)
Process recovery figures do not include third-party ore purchases.

          We produce iron ore pellets in Brazil and Oman, directly and through joint ventures, as set forth in the table below. We also have a 25% interest in two iron ore pelletizing plants in China, Zhuhai YPM Pellet Co., Ltd. ("Zhuhai YPM") and Anyang Yu Vale Yongtong Pellet Co., Ltd. ("Anyang"). Our total estimated nominal capacity is 64.7 Mtpy, including the full capacity of our pelletizing plants in Oman, but not including our joint ventures Samarco, Zhuhai YPM and Anyang. We supply all of the iron ore requirements of our wholly-owned pellet plants and part of the iron ore requirements for Samarco and Zhuhai YPM. In 2016, we sold 1.08 million metric tons of pellet feed to Zhuhai YPM and 0.33 million metric tons to Anyang YVY. We suspended our sales of run-of-mine to Samarco following the failure of Samarco's tailings dam in November 2015.

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Company/Plant   Description/History   Nominal
capacity
(Mtpy)
  Power source   Other information   Vale's
share
(%)
  Partners

Brazil:

                                                                                                             

Vale

                         

Tubarão (state of
Espírito Santo)

  Three wholly-owned pellet plants
(Tubarão I, II and VIII) and five
leased plants (Itabrasco, Hispanobras,
Kobrasco and two Nibrasco plants).
These plants receive iron ore
primarily from our Southeastern
System mines and distribution is
made though our logistics
infrastructure.
  36.7(1)   Supplied through the national
electricity grid. Produced directly by
Vale or acquired through power
purchase agreements.
  Operations at the Tubarão I and II
pellet plants have been suspended
since November 13, 2012 in response
to changes in steel industry demand
for raw materials, and replaced by
Tubarão VIII, a newer and more
efficient plant.
    100.0     –  

Fábrica (state of
Minas Gerais)

  Part of the Southern System. Receives
iron ore from Minas Itabirito mining
complex, more specifically from João
Pereira and Segredo mines.
Production is mostly transported by
MRS and EFVM.
    4.5       Supplied through the national
electricity grid. Produced directly by
Vale or acquired through power
purchase agreements.
    –       100.0     –  

Vargem Grande (state
of Minas Gerais)

  Part of the Southern System. Receives
iron ore from Minas Itabirito and
Vargem Grande mining complexes,
more specifically from Sapecado,
Galinheiro, Capitão do Mato and
Tamanduá mines and the production
is mostly transported by MRS.
    7.0       Supplied through the national
electricity grid. Produced directly by
Vale or acquired through power
purchase agreements.
    –       100.0     –  

São Luís (state of
Maranhão)

  Part of the Northern System. Receives
iron ore from the Carajás mines and
production is shipped to customers
through our Ponta da Madeira
maritime terminal.
  7.5         –     On October 8, 2012, we suspended
operations at the São Luís pellet
plant in response to changes in steel
industry demand for raw materials.
We plan to re-start the São Luis
pellet plant in the beginning of 2018,
after the renewal of its operational
license, the revamp of the plant and
the upgrade of its automation system.
    100.0     –

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Company/Plant   Description/History   Nominal
capacity
(Mtpy)
  Power source   Other information   Vale's
share
(%)
  Partners
                                                                                              

Samarco

  Four pellet plants, with aggregate
nominal capacity of 30.5 Mtpy,
located in the Ponta Ubu unit, in
Anchieta, state of Espírito Santo.
  30.5(2)   Supplied through the national
electricity grid. Acquired from
regional utility companies or
produced directly by Samarco.
  In January 2016, Samarco suspended
its pelletizing operations as pelletizing
feed became unavailable as a result of
the suspension of its mining
operations in November 2015.
    50.0   BHP Billiton
Brasil Ltda.

Oman:

                       

                                

Vale Oman
Pelletizing
Company LLC

 

Vale's industrial complex. Two pellet
plants with a total nominal capacity of
9.0 Mtpy. The pelletizing plants are
integrated with our distribution center
that has a nominal capacity to handle
40.0 Mtpy.

 

9.0    

 

Supplied through the national
electricity grid.

 

Oman plants are supplied by iron ore
from the Iron Quadrangle state of
Minas Gerais through the Tubarão
Port (80%) and by iron ore from
Carajás through the Ponta de
Madeira Port (20%).

   

70.0

 

Oman Oil
Company S.A.O.C.


(1)
Our environmental operating licenses for the Tubarão pellet plants provide for a capacity of 36.2 Mtpy.
(2)
The actual capacity will be revised based on the conditions under which Samarco resumes operations.

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          The following table sets forth information about our main iron ore pellet production.

 
Production for the year ended December 31,
Company 2014 2015 2016
 
(million metric tons)

Vale(1)

43.0 46.2 46.2

Samarco

12.1 12.3 0.0

Total

55.1 58.5 46.2

(1)
Figure indicates actual production, including full production from our pellet plants in Oman and the five pellet plants we lease in Brazil. The operating leases for Itabrasco, Kobraco and Hispanobras' pellet plants expire in 2018, and the operating leases for the two Nibraco's pellet plants expire in 2019.

          We supply all of our iron ore and iron ore pellets (including our share of joint-venture pellet production) to the steel industry. Prevailing and expected levels of demand for steel products affect demand for our iron ore and iron ore pellets. Demand for steel products is influenced by many factors, such as global manufacturing production, civil construction and infrastructure spending. For further information about demand and prices, see Operating and financial review and prospects—Major factors affecting prices.

          In 2016, China accounted for 58% of our iron ore and iron ore pellet shipments, and Asia as a whole accounted for 71%. Europe accounted for 14%, followed by Brazil with 8%. Our 10 largest customers collectively purchased 130 million metric tons of iron ore and iron ore pellets from us, representing 38% of our 2016 iron ore and iron ore pellet sales volumes and 36% of our total iron ore and iron ore pellet revenues. In 2016, no individual customer accounted for more than 10% of our iron ore and iron ore pellet shipments.

          Of our total 2016 pellet production, including the production of our joint ventures, 62.9% was blast furnace pellets and 37.1% was direct reduction pellets. Blast furnace and direct reduction are different technologies employed by steel mills to produce steels, each using different types of pellets. In 2016, the Asian market (mainly Japan, South Korea and Taiwan), the European market and the Brazilian market were the primary markets for our blast furnace pellets, while the Middle East, North America and North Africa were the primary markets for our direct reduction pellets.

          We invest in customer service in order to improve our competitiveness. We work with our customers to understand their objectives and to provide them with iron ore solutions to meet specific customer needs. Using our expertise in mining, agglomeration and iron-making processes, we search for technical solutions that will balance the best use of our world-class mining assets and the satisfaction of our customers. We believe that our ability to provide customers with a total iron ore solution and the quality of our products are both very important advantages helping us improve our competitiveness in relation to competitors that may be more conveniently located geographically. In addition to offering technical assistance to our customers, we have sales offices in St. Prex (Switzerland), Tokyo (Japan), Seoul (South Korea), Singapore, Dubai (UAE) and Shanghai (China), which support the global sales by Vale International, and an office in Brazil, which supports sales to South America. These offices also allow us to stay in close contact with our customers, monitor their requirements and our contract performance, and ensure that our customers receive timely deliveries.

          We sell iron ore and iron ore pellets under different arrangements, including long-term contracts with customers and on a spot basis through tenders and trading platforms. Our pricing is generally linked to market price indexes and uses a variety of mechanisms, including current spot prices and average prices over specified periods. In cases where the products are priced before the final price is determinable at delivery, we recognize the sale based on a provisional price with a subsequent adjustment reflecting the final price.

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          In 2015 and 2016, we hedged part of our total exposure to bunker oil prices relating to our owned fleet and long-term contracts of affreightment connected to our FOB, CFR and domestic sales. The 2015 hedge program was settled in 2015 and 2016. We expect the 2016 hedge program to be settled in 2017.

          The global iron ore and iron ore pellet markets are highly competitive. The main factors affecting competition are price, quality and range of products offered, reliability, operating costs and shipping costs.

          With respect to pellets, our major competitors are LKAB, Iron Ore Company of Canada (IOC), Ferrexpo, Arcelor Mittal Mines Canada (former Quebec Cartier Mining Co.) and Bahrain Steel (former Gulf Industrial Investment Co.).

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          We conduct our manganese mining operations in Brazil through Vale S.A. and our wholly-owned subsidiaries Vale Manganês S.A. ("Vale Manganês") and MCR. Our mining operations are carried out under concessions from the federal government granted for an indefinite period. Our mines produce metallurgical ore, used primarily for the production of manganese ferroalloys, raw material to produce carbon and stainless steel.

Mining complex   Company   Location   Description/History   Mineralization   Operations   Power source   Access/ Transportation

Azul

  Vale S.A.   State of Pará   Open-pit mining operations and on-site beneficiation plant.   High and medium-grade ores (22-53% manganese grade).   Crushing and classification steps, producing lumps and fines.   Supplied through the national electricity grid. Produced directly by Vale or acquired through power purchase agreements.   Manganese ore is transported by truck and EFC railroad to the Ponta da Madeira maritime terminal.

Morro da Mina

  Vale Manganês   State of Minas Gerais   Open-pit mining operations and one major beneficiation plant. In January 2015, we suspended operations due to market conditions. In October 2016, we resumed operations to provide manganese ore to the Barbacena ferroalloy plant.   Medium and low-grade ores (an average content of 31% manganese grade).   Crushing, screening and dense-heavy medium separation DMS / HMS process producing lumps to the Barbacena ferroalloy plant.   Supplied through the national electricity grid. Acquired from regional utility companies.   Manganese ore is transported by trucks to the Barbacena ferroalloy plant.

Urucum

  MCR   State of Mato Grosso do Sul   Underground mining operations and on-site beneficiation plant.   High-grade ores (an average content of 46% manganese grade).   Crushing and classification steps, producing lumps and fines.   Supplied through the national electricity grid. Acquired from regional utility companies.   Manganese ore is transported by barges traveling along the Paraguay and Paraná rivers to transhipper.

          The following table sets forth information about our manganese ore production, obtained after beneficiation process, and mass recovery for the year of 2016.

 
   
  Production for the year ended December 31,    
 
   
  2016 process
recovery
Mine   Type   2014   2015   2016
 
   
  (million metric tons)
  (%)

Azul

  Open pit   1.7   1.7   1.7   51.2

Morro da Mina(1)

  Open pit   0.1     0.0   70.0

Urucum

  Underground   0.6   0.7   0.7   82.0

    Total

  2.4   2.4   2.4    

(1)
We suspended operations at Morro da Mina Mine in 2015 due to market conditions. We resumed operations in October 2016 to provide manganese ore to the Barbacena ferroalloy plant.

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Table of Contents

          We conduct our manganese ferroalloys business through our wholly-owned subsidiary Vale Manganês. The production of manganese ferroalloys consumes significant amounts of electricity, which is provided through power purchase agreements. For information on the risks associated with potential energy shortages, see Risk factors.

          We produce several types of manganese ferroalloys, such as high carbon and medium carbon ferro-manganese and ferro-silicon manganese.

Plant   Location   Description/History   Nominal capacity   Power source

Minas Gerais Plants

  Cities of Barbacena and Ouro Preto   Barbacena has six furnaces, two of which are refining furnaces and a briquetting plant. Ouro Preto has three furnaces which are currently not operating.   Barbacena: 66,000 tons per year (54,000 tons per year of ferro-silicon manganese and 12,000 tons per year of ferro-manganese medium carbon).

Ouro Preto: 64,000 tons per year of ferro-silicon manganese.

  Supplied through the national electricity grid. Acquired through power purchase agreements.

Bahia Plant

  City of Simões Filho   Four furnaces, two converters and a sintering plant.   135,000 tons per year (42,000 tons per year of ferro-silicon manganese and 93,000 tons per year of high carbon ferro-manganese). The plant has a capacity to refine until 40,000 tons per year of ferro-manganese high carbon to produce ferro-manganese medium carbon alloy, according to market demand.   Supplied through the national electricity grid. Energy acquired from CHESF or through power purchase agreements.

          The following table sets forth information about our manganese ferroalloys production.

 
Production for the year ended December 31(1),
Plant 2014 2015 2016
 
(thousand metric tons)

Barbacena

    50       6     48

Ouro Preto

      8       1     –

Simões Filho

  113     92     77

Total

  171     99   124

(1)
Production figures reflect unfinished material, which is further processed by a crushing and screening facility. Average mass recovery in this process is 85%.

          We suspended operations at the Ouro Preto plant in February 2014, due to market conditions. In January 2015, the power purchase agreement pursuant to which we acquire energy for our Barbacena and Ouro Preto plants expired, and we also suspended operations in our Barbacena plant. The Barbacena plant resumed operations in February 2016. We are considering power supply alternatives to these plants, taking into consideration the energy prices and current market conditions for manganese ferroalloys.

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          The markets for manganese ore and ferroalloys are highly competitive. Competition in the manganese ore market takes place in two segments. High and medium-grade manganese ore competes on a global seaborne basis, while low-grade ore competes on a regional basis. For some manganese ferroalloys, high and medium-grade ore is mandatory, while for other ores are complementary. The main suppliers of high-grade ores are located in South Africa, Gabon, Australia and Brazil. The main producers of low-grade ores are located in the Ukraine, China, Ghana, Kazakhstan, India and Mexico.

          We compete in the seaborne market with both high- and medium-grade ores from Azul and Urucum mines, where we benefit from extensive synergies with our iron ore operations, from mine to rail to port to vessels operations. Our main competitors in this segment are South32 (Australia and South Africa) and Eramet (Gabon). Our low-grade ores are consumed internally in our ferroalloy smelters.

          The manganese ferroalloy market is characterized by a large number of participants who compete primarily on the basis of price. Our competitors are located principally in countries that produce manganese ore or carbon steel. Potential entrants and substitutes come from silicon or chrome ferroalloys, who can occasionally shift to manganese, and from electrolytic manganese producers. Competitors may be either integrated smelters like us, who feed manganese ore from their own mines, or non-integrated smelters. The principal competitive factors in this market are the costs of manganese ore, electricity, logistics and reductants such as coke, coal and charcoal. We compete with both stand-alone producers and integrated producers that also mine their own ore.

          Focusing mainly in the Brazilian and South American steelmaking customers, our ferroalloys operations also benefit from synergies with our iron ore sales, marketing, procurement and logistics activities. We buy our energy and coke supplies at reasonable market prices both though medium- and long-term contracts. Competitors in the Brazilian market are about a dozen smelters with capacities from five to 90 thousand tons per year, most non-integrated ones and some of them are customers of our manganese ores. We have a distinctive advantage in comparison to them in producing higher manganese content ferroalloys.

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2.    Base metals

          2.1 Nickel

          2.1.1 Operations

          We conduct our nickel operations primarily through our wholly-owned subsidiary Vale Canada, which operates two nickel production systems, one in the North Atlantic region and the other in the Asia Pacific region. We also produce copper as a coproduct in our nickel operations in Canada and, through Vale S.A., operate a third nickel production system, Onça Puma, in the South Atlantic region. Our nickel operations are set forth in the following table.

Company/Mining System
  Location   Description/History   Operations   Mining title   Power source   Access/Transportation
North Atlantic:                        
Vale Canada   Canada—Sudbury, Ontario   Integrated mining, milling, smelting and refining operations to process ore into finished nickel with a nominal capacity of 66,000 metric tons of refined nickel per year and additional nickel oxide feed for the refinery in Wales and our nickel plants in Asia. Mining operations in Sudbury began in 1885. We acquired the Sudbury operations in 2006.  

Nickel. Primarily underground mining operations with nickel sulfide ore bodies, which also contain some copper, cobalt, PGMs, gold and silver. We also process external feeds from third parties and from our Voisey's Bay operation. We plan to cease processing Voisey's Bay feed in Sudbury during the year of 2017. In addition to producing finished nickel in Sudbury, we ship a nickel oxide intermediate product to our nickel refinery in Wales for processing to final products. We also have capabilities to ship nickel oxide to our Asian refineries. As part of our efforts to reduce sulfur dioxide and other air emissions to meet regulatory changes in Ontario and Manitoba, and to rationalize our smelting and refining assets across Canada, we will modify our processes including switching to a single flash furnace in Sudbury in 2017.

Copper. We produce two intermediate copper products, copper concentrate and copper anode, and we also produce a finished copper product, electrowon copper cathode. We will switch to a single flash furnace in Sudbury in 2017 and as a result, we will cease copper anode production resulting in increased production of copper concentrate and copper matte.

  Patented mineral rights with no expiration date; mineral leases expiring between 2017 and 2037; and mining licenses of occupation with indefinite expiration date(1).   Supplied by Ontario's provincial electricity grid and produced directly by Vale.   Located by the Trans-Canada highway and the two major railways that pass through the Sudbury area. Finished products are delivered to the North American market by truck. For overseas customers, the products are loaded into containers and travel intermodally (truck/rail/containership) through both east and west coast Canadian ports.

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Company/Mining System   Location   Description/History   Operations   Mining title   Power source   Access/Transportation
Vale Canada   Canada—Thompson, Manitoba   Integrated mining, milling, smelting and refining operations to process ore into finished nickel with a nominal capacity of 38,000 metric tons of refined nickel per year. We intend to phase out smelting and refining activities in Thompson by 2018. Thompson mineralization was discovered in 1956, and Thompson operations were acquired by us in 2006.  

Nickel. Primarily underground mining operations with nickel sulfide ore bodies, which also contain some copper and cobalt. Local concentrate is combined with nickel concentrate from our Voisey's Bay operations for smelting and refining to high quality nickel plate product. We expect to decommission one of the two furnaces in Thompson in 2017 and the other in 2018. We also expect to cease processing Voisey's Bay feed in Thompson during the year of 2017. We plan to send the majority of the feed from Thompson to be refined in Long Harbour and Sudbury. We intend to phase out smelting and refining activities in Thompson by 2018, due primarily to the capital costs associated with the federal sulfur dioxide emission limits defined under the pollution prevention plan under the Canadian Environmental Protection Act (CEPA), as well as to declining feed availability. We have secured an extension for implementation of our current sulfur dioxide emission reduction plan, which permits smelting and refining through 2018, subject to negotiated emission limits.

  Order in Council leases expiring between 2020 and 2025; mineral leases expiring in 2034.   Supplied by Manitoba's provincial utility company.   Finished products are delivered to market by truck in North America. For overseas customers, the products are loaded into containers and travel intermodally (truck/rail/containership) to final destination through both west coast and east coast Canadian ports.

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Company/Mining System   Location   Description/History   Operations   Mining title   Power source   Access/Transportation
Vale Newfoundland & Labrador Limited   Canada—Voisey's Bay and Long Harbour, Newfoundland and Labrador   Integrated open-pit mining and milling operation at Voisey's Bay producing nickel and copper concentrates with refining of nickel concentrate at Long Harbour into finished metal products with an expected nominal capacity of approximately 50,000 metric tons of refined nickel per year upon ramp-up. Voisey's Bay's operations started in 2005 and was purchased by us in 2006.   Comprised of the Ovoid open pit mine, and deposits for underground operations at a later stage. We mine nickel sulfide ore bodies, which also contain copper and cobalt. The Long Harbour facility continued to ramp up in 2016. In 2016, Long Harbour facility only processed Voisey's Bay high-grade nickel concentrates and no longer nickel in matte from PTVI. In 2017, as a result of the continuing ramp-up of the Long Harbour nickel refinery, copper cathode and cobalt metal will be produced for the first time. The portion of mid-grade and high-grade concentrate not shipped to Long Harbour in 2017 will be shipped to our Sudbury and Thompson operations for final processing (smelting and refining) while copper concentrate will be sold to the market. Shipments of nickel concentrate to Sudbury and Thompson are expected to cease by the end of 2017. We expect the ramp-up to continue at Long Harbour until the end of 2018.   Mining lease expiring in 2027, with a right of further renewals for 10-year periods.   Power at Voisey's Bay is 100% supplied through Vale owned diesel generators. Power at the Long Harbour refinery is supplied by the Newfoundland and Labrador provincial utility company.   The nickel and copper concentrates from Voisey's Bay are transported to the port by haulage trucks and then shipped by drybulk vessels to either overseas markets or to our Long Harbour and other Canadian operations for further refining.
Vale Europe Limited   U.K.—Clydach, Wales   Stand-alone nickel refinery (producer of finished nickel), with nominal capacity of 40,000 metric tons per year. The Clydach refinery commenced operations in 1902 and was acquired by us in 2006.   Processes a nickel intermediate product, nickel oxide, supplied from our Sudbury and Matsuzaka operations to produce finished nickel in the form of powders and pellets.     Supplied through the national electricity grid.   Transported to final customer in the UK and continental Europe by truck. Products for overseas customers are trucked to the ports of Southampton and Liverpool and shipped by ocean container.

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Company/Mining System   Location   Description/History   Operations   Mining title   Power source   Access/Transportation
Asia Pacific                        
PT Vale Indonesia Tbk ("PTVI")   Indonesia—Sorowako, Sulawesi   Open cast mining area and related processing facility (producer of nickel matte, an intermediate product) with a nominal capacity of approximately 80,000 metric tons of nickel in matte per year. PTVI's shares are traded on the Indonesia Stock Exchange. We indirectly hold 59.2% of PTVI's share capital, Sumitomo Metal Mining Co., Ltd ("Sumitomo") holds 20.2%, Sumitomo Corporation holds 0.1% and the public holds 20.5%. PTVI was established in 1968, commenced its commercial operations in 1978 and was acquired by us in 2006.   PTVI mines nickel laterite ore and produces nickel matte, which is shipped primarily to our nickel refinery in Japan. Pursuant to life-of-mine off-take agreements, PTVI sells 80% of its production to our wholly-owned subsidiary Vale Canada and 20% of its production to Sumitomo.   Contract of work expiring in 2025, entitled to two consecutive ten-year extensions, subject to approval of the Indonesian government. See Regulatory matters—Mining rights and regulation of mining activities.   Produced primarily by PTVI's low cost hydroelectric power plants on the Larona River (there are currently three facilities). PTVI has thermal generating facilities in order to supplement its hydroelectric power supply with a source of energy that is not subject to hydrological factors.   Trucked approximately 55 km to the river port at Malili and then loaded onto barges in order to load break-bulk vessels for onward shipment.
Vale Nouvelle- Calédonie S.A.S ("VNC")   New Caledonia—Southern Province   Mining and processing operations (producer of nickel oxide, nickel hydroxide and cobalt carbonate). We hold 95% of VNC's shares and the remaining 5% is held by Société de Participation Minière du Sud Caledonien SAS ("SPMSC") SPMSC has an obligation to increase its stake in VNC to 10% within two years after the startup of commercial production.   We are currently ramping up our nickel operation in New Caledonia. VNC utilizes a High Pressure Acid Leach ("HPAL") process to treat limonitic laterite and saprolitic laterite ores. We expect to continue to ramp-up VNC over the next four years to reach nominal production capacity of 57,000 metric tons per year of nickel contained in nickel oxide, which will be further processed in our refineries in Asia, and hydroxide cake form (IPNM), and 4,500 metric tons of cobalt in carbonate form.   Mining concessions expiring between 2017 and 2051(3).   Supplied through the national electricity grid and by independent producers.   Products are packed into containers and are trucked approximately 4 km to Prony port and shipped by ocean container.

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Company/Mining System   Location   Description/History   Operations   Mining title   Power source   Access/Transportation
Vale Japan Limited   Japan—Matsuzaka   Stand-alone nickel refinery (producer of intermediate and finished nickel), with a nominal capacity of 60,000 metric tons per year. We own 87.2% of the shares, and Sumitomo owns the remaining shares. The refinery was built in 1965 and was acquired by us in 2006.   Produces intermediate products for further processing in our refineries in Asia and the UK, and finished nickel products using nickel matte sourced from PTVI.     Supplied through the national electricity grid. Acquired from regional utility companies.   Products trucked over public roads to customers in Japan. For overseas customers, the product is loaded into containers at the plant and shipped from the ports of Yokkaichi and Nagoya.
Vale Taiwan Limited   Taiwan—Kaoshiung   Stand-alone nickel refinery (producer of finished nickel), with nominal capacity of 18,000 metric tons per year. The refinery commenced production in 1983 and was acquired by us in 2006.   Produces finished nickel for the stainless steel industry, primarily using intermediate products from our Matsuzaka and New Caledonian operations.     Supplied through the national electricity grid. Acquired from regional utility companies.   Trucked over public roads to customers in Taiwan. For overseas customers, the product is loaded into containers at the plant and shipped from the port of Kaoshiung.
Vale Nickel (Dalian) Co., Ltd   China—Dalian, Liaoning   Stand-alone nickel refinery (producer of finished nickel), with nominal capacity of 32,000 metric tons per year. We own 98.3% of the shares and Ningbo Sunhu Chemical Products Co., Ltd. owns the remaining 1.7%. The refinery commenced production in 2008.   Produces finished nickel for the stainless steel industry, primarily using intermediate products from our Matsuzaka and New Caledonian operations.     Supplied through the national electricity grid. Acquired from regional utility companies.   Product transported over public roads by truck and by railway to customers in China. It is also shipped in ocean containers to overseas and some domestic customers.
South Atlantic                        
Vale/Onça Puma   Brazil—Ourilândia do Norte, Pará   Mining and smelting operation producing a high quality ferronickel for application within the stainless steel industry.   The Onça Puma mine is built on lateritic nickel deposits of saprolitic laterite ore. The operation produces ferronickel via the rotary kiln-electric furnace process. We are currently operating with a single line, with nominal capacity estimated at 27,000 metric tons per year. We will evaluate opportunities to restart the second line operations in light of market conditions and the associated business case.   Mining concession for indefinite period.   Supplied through the national electricity grid. Produced directly by Vale or acquired through power purchase agreements.   The ferro-nickel is transported by truck to the Vila do Conde maritime terminal in the Brazilian state of Pará, and exported in ocean containers.

(1)
In Sudbury, ten mining leases are scheduled to expire in 2017. We have submitted applications for renewal of these leases and the approval process is ongoing. We can continue to operate while the approval process is ongoing.
(2)
In March 2016, Vale Canada purchased the entire equity interest in VNC held by Sumic, a joint venture between Sumitomo and Mitsui. In April 2017, Vale Canada will pay to Sumic the share purchase price of US$135 million and repay a total amount of US$225 million in debt funding provided by Sumic to VNC.
(3)
VNC has requested a renewal of concessions that were scheduled to expire in 2015 and 2016. We can continue to operate while the approval process is ongoing.

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          The following table sets forth our annual mine production by operating mine (or, on an aggregate basis in the case of the Sulawesi operating areas operated by PTVI in Indonesia, because it is organized by mining areas rather than individual mines) and the average percentage grades of nickel and copper. The mine production at Sulawesi represents the product from PTVI's screening station delivered to PTVI's processing plant and does not include nickel losses due to drying and smelting. For our Sudbury, Thompson and Voisey's Bay operations, the production and average grades represent the mine product delivered to those operations' respective processing plants and do not include adjustments due to beneficiation, smelting or refining. For Onça Puma's operation, in Brazil and VNC's operation, in New Caledonia, the production and average grade represents in-place ore production and does not include losses due to processing.

 
2014(1) 2015(1) 2016(1)
 
 
Grade  
Grade  
Grade
 
Production Copper Nickel Production Copper Nickel Production Copper Nickel

Ontario operating mines

                 

Copper Cliff North

1,053 1.45 1.34 1,138 1.42 1.38 979 1.44 1.26

Creighton

903 1.81 2.47 774 2.00 2.33 832 2.17 2.76

Stobie

2,089 0.58 0.66 1,471 0.63 0.73 1,373 0.57 0.64

Garson

678 1.39 1.75 778 1.39 1.94 711 1.34 1.91

Coleman

1,385 3.10 1.52 1,309 2.95 1.56 1,209 3.76 1.47

Ellen

181 0.62 1.07 165 0.70 0.95 75 0.42 0.88

Totten

303 1.98 1.50 528 1.88 1.62 671 1.86 1.43

Total Ontario operations

6,591 1.57 1.36 6,164 1.64 1.46 5,850 1.84 1.47

Manitoba operating mines

                 

Thompson

1,184 1.95 1,163 1.82 1,140 1.97

Birchtree

545 1.39 564 1.47 503 1.36

Total Manitoba operations

1,729 1.78 1,727 1.71 1,643 1.78

Voisey's Bay operating mines

                 

Ovoid

2,243 1.54 2.58 2,328 1.51 2.57 2,392 1.44 2.62

Sulawesi operating mining areas

                 

Sorowako

4,391 1.99 4,694 1.99 4,708 1.93

New Caledonia operating mines

                 

VNC

2,134 1.44 2,561 1.41 2,919 1.53

Brazil operating mines

                 

Onça Puma

1,358 2.19 1,024 2.13 1,710 2.04

(1)
Production is stated in thousands of metric tons. Grade is % of copper or nickel, respectively.

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          The following table sets forth information about our nickel production, including: nickel refined through our facilities and intermediates designated for sale. The numbers below are reported on a contained nickel ore-source basis.

 
 
Finished production by ore source for the year ended December 31,
Mine Type 2014 2015 2016
 
 
(thousand metric tons contained nickel)

Sudbury

Underground 64.3 54.4 80.4

Thompson

Underground 26.1 24.8 26.5

Voisey's Bay(1)

Open pit 48.3 53.0 49.0

Sorowako(2)

Open cast 78.7 79.5 81.1

Onça Puma

Open pit 21.4 24.4 24.1

New Caledonia(3)

Open pit 18.7 26.9 34.3

External(4)

17.5 27.6 15.6

Total(5)

  274.9 290.6 311.0

(1)
Includes finished nickel produced at Long Harbour, Sudbury and Thompson.
(2)
These figures have not been adjusted to reflect our ownership. We have a 59.2% interest in PTVI, which owns the Sorowako mines.
(3)
These figures have not been adjusted to reflect our ownership. We have a 95.0% interest in VNC.
(4)
Finished nickel processed at our facilities using feeds purchased from unrelated parties.
(5)
These figures do not include tolling of feeds for unrelated parties.

          Our nickel customers are broadly distributed on a global basis. In 2016, 47% of our refined nickel sales were delivered to customers in Asia, 27% to Europe, 24% to North America and 1% to other markets. We have short-term fixed-volume contracts with customers for the majority of our expected annual nickel sales. These contracts generally provide stable demand for a significant portion of our annual production.

          Nickel is an exchange-traded metal, listed on the London Metal Exchange ("LME") and Shanghai Futures Exchange ("SHFE"), and most nickel products are priced according to a discount or premium to the LME price, depending primarily on the nickel product's physical and technical characteristics. Our finished nickel products represent what is known in the industry as "primary" nickel, meaning nickel produced principally from nickel ores (as opposed to "secondary" nickel, which is recovered from recycled nickel-containing material). Finished primary nickel products are distinguishable in terms of the following characteristics, which determine the product price level and the suitability for various end-use applications:

          In 2016, the principal end-use applications for nickel were:

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          In 2016, 58% of our refined nickel sales were made into non-stainless steel applications, compared to the industry average for primary nickel producers of 30%. This brings more diversification and sales volume stability to our nickel revenues. As a result of our focus on such higher-value segments, our average realized nickel prices for refined nickel have typically exceeded LME cash nickel prices.

          We offer sales and technical support to our customers on a global basis through an established marketing network headquartered at our head office in Toronto (Canada). We have a well-established global marketing network for finished nickel, based at our head office in Toronto (Canada). We also have sales and technical support distributed around the world with primary back offices in Singapore and Toronto (Canada) and have sales managers located in St.Prex (Switzerland), Saddle Brook, New Jersey (United States) and at several sites throughout Asia. For information about demand and prices, see Operating and financial review and prospects—Major factors affecting prices.

          The global nickel market is highly competitive. Our key competitive strengths include our long-life mines, our low cash costs of production relative to other nickel producers, sophisticated exploration and processing technologies, and a diversified portfolio of products. Our global marketing reach, diverse product mix, and technical support direct our products into applications and geographic regions that offer the highest margins for our products.

          Our nickel deliveries represented 16% of global consumption for primary nickel in 2016. In addition to us, the largest mine-to-market integrated suppliers in the nickel industry (each with its own integrated facilities, including nickel mining, processing, refining and marketing operations) are Nornickel, Glencore, Jinchuan Nonferrous Metals Corporation and Sumitomo Metal Mining Co. Ltd. Together with us, these companies accounted for about 38% of global refined primary nickel production in 2016.

          While stainless steel production is a major driver of global nickel demand, stainless steel producers can obtain nickel with a wide range of nickel content, including secondary nickel (scrap). The choice between primary and secondary nickel is largely based on their relative prices and availability. See Operating and Financial Review and Prospects—Major factors affecting prices—Nickel.

          Competition in the nickel market is based primarily on quality and reliability of supply and price. We believe our operations are competitive in the nickel market because of the high quality of our nickel products and our relatively low production costs.

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          2.2    Copper

          2.2.1    Operations

          We conduct our copper operations at the parent-company level in Brazil and through our subsidiaries in Canada.

Mining complex/Location Location Description/History Mineralization/Operations Mining title Power source Access/Transportation
Brazil:            
Vale/Sossego Carajás, state of Pará. Two main copper ore bodies, Sossego and Sequeirinho, and a processing facility to concentrate the ore. Sossego was developed by Vale. Production started in 2004 and has a nominal capacity of 100,000 tpy of copper in concentrates. The copper ore is mined using the open-pit method, and the run-of-mine is processed by means of standard primary crushing and conveying, SAG milling (a semi-autogenous mill that uses a large rotating drum filled with ore, water and steel grinding balls to transform the ore into a fine slurry), ball milling, copper concentrate flotation, tailings disposal, concentrate thickening, filtration and load out. Mining concession for an indefinite period. Supplied through the national electricity grid. Produced directly by Vale or acquired through power purchase agreements. We truck the concentrate to a storage terminal in Parauapebas and then transport it via the EFC railroad to the Itaqui Port in São Luís, in the Brazilian state of Maranhão. We constructed an 85-kilometer road to link Sossego to Parauapebas.
Vale/Salobo Carajás, state of Pará. Salobo I processing plant started production in 2012 and has a total capacity of 100,000 tpy of copper in concentrates. The open pit mine and mill concluded their ramp up in the fourth quarter of 2016 to a capacity of 200,000 tpy of copper in concentrates with the full implementation of Salobo II expansion. Our Salobo copper mine is mined using the open-pit method, and the run-of-mine is processed by means of standard primary and secondary crushing, conveying, roller press grinding, ball milling, copper concentrate flotation, tailings disposal, concentrate thickening, filtration and load out. Mining concession for an indefinite period. Supplied through the national electricity grid. Acquired through power purchase agreements. We truck the concentrate to a storage terminal in Parauapebas and then transport it via the EFC railroad to the Itaqui Port in São Luís, in the Brazilian state of Maranhão. We constructed a 90-kilometer road to link Salobo to Parauapebas.

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Mining complex/Location Location Description/History Mineralization/Operations Mining title Power source Access/Transportation
Canada:            
Vale Canada Canada—Sudbury, Ontario See —Base metals—Nickel—Operations
Vale Canada/ Voisey's Bay Canada—Voisey's Bay, Newfoundland and Labrador See —Base metals—Nickel—Operations
Zambia:            
Lubambe Zambian Copperbelt Lubambe copper mine, which includes an underground mine, plant and related infrastructure. Teal Minerals ("TEAL") (our 50/50 joint venture with African Rainbow Minerals ("ARM")) has an 80% indirect stake in Lubambe. ZCCM Investments Holdings PLC holds the remaining (20%) stake. Nominal production capacity of 45,000 metric tons per year of copper in concentrates. Production started in October 2012. Mining concessions expiring in 2033. Long-term energy supply contract with Zesco (Zambian state owned power supplier). Copper concentrates are transported by truck to local smelters.

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          The following table sets forth our annual mine production in our Salobo and Sossego mines and the average percentage grades of copper. The production and average grade represents in-place ore production and does not include losses due to processing. For the annual production of copper as a coproduct in our nickel operations, see—Base metals—Nickel—Production.

 
2014(1) 2015(1) 2016(1)
 
Production Grade Production Grade Production Grade

Brazil

           

Sossego

15,105 0.86 12,857 0.93 12,687 0.82

Salobo

18,644 0.84 44,296 0.62 57,279 0.62

Total

33,749 0.85 57,153 0.69 69,966 0.66

(1)
Production is stated in thousands of metric tons. Grade is % of copper.

          The following table sets forth information on our copper production.

 
 
Finished production by ore source for the
year ended December 31,
Mine Type 2014 2015 2016
 
 
(thousand metric tons)

Brazil:

       

Salobo

Open pit 98 155 176

Sossego

Open pit 110 104 93

Canada: (as coproduct of nickel operations)

       

Sudbury

Underground 98 98 122

Voisey's Bay

Open pit 33 32 32

Thompson

Underground 2 1 3

External(1)

29 23 21

Zambia:

       

Lubambe(2)

Underground 10 10 8

Total

  380 424 453

(1)
We process copper at our facilities using feed purchased from unrelated parties.
(2)
Vale's attributable production capacity of 40%, which represents 80% of indirect interest through our 50% participation.

          We sell copper concentrates from Sossego and Salobo under medium and long-term contracts to copper smelters in Europe, India and Asia. We have medium-term copper supply agreements with Glencore Canada Corporation for part of the copper concentrates produced in Sudbury, which are also sold under long-term contracts in Europe and Asia. We sell copper concentrates from Voisey's Bay under long-term contracts to customers in Europe and electrowon copper from Sudbury in North America under short-term sales agreements.

          The global refined copper market is highly competitive. Producers are integrated mining companies and custom smelters, covering all regions of the world, while consumers are principally wire rod and copper-alloy producers. Competition occurs mainly on a regional level and is based primarily on production costs, quality, reliability of supply and logistics costs. The world's largest copper cathode producers are Corporación Nacional del Cobre de Chile ("Codelco"), Freeport McMoRan Copper & Gold Inc. ("Freeport-McMoRan"), Aurubis AG, Jiangxi Copper Corporation Ltd. and Glencore, operating at the parent-company level or through subsidiaries. Our participation in the global refined copper cathodes market is marginal as we position ourselves more competitively in the copper concentrate market.

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          Copper concentrate and copper anode are intermediate products in the copper production chain. Both the concentrate and anode markets are competitive, having numerous producers but fewer participants and smaller volumes than in the copper cathode market due to the high levels of integration by the major copper producers.

          In the copper concentrate market, mining occurs on a global basis with a predominant share from South America, while consumers are custom smelters located mainly in Europe and Asia. Competition in the custom copper concentrate market occurs mainly on a global level and is based on production costs, quality, logistics costs and reliability of supply. The largest competitors in the copper concentrate market are Glencore, BHP Billiton, Freeport McMoRan, Codelco, Anglo American and Antofagasta plc operating at the parent-company level or through subsidiaries. Our market share in 2016 was about 4% of the total custom copper concentrate market.

          The copper anode/blister market is very limited; generally, anodes are produced to supply each company's integrated refinery. The trade in anodes/blister is limited to those facilities that have more smelting capacity than refining capacity or to those situations where logistics cost savings provide an incentive to source anodes from outside smelters. The largest competitors in the copper anode market in 2016 included Glencore, First Quantum Minerals Ltd, Codelco, and China Nonferrous Metals, operating at the parent-company level or through subsidiaries.

          As byproducts of our Sudbury nickel operations in Canada, we recover significant quantities of PGMs, as well as small quantities of gold and silver. We operate a processing facility in Port Colborne, Ontario, which produces PGMs, gold and silver intermediate products using feed from our Sudbury operation. We have a refinery in Acton, England, where we process our intermediate products, as well as feeds purchased from unrelated parties and toll-refined materials. In 2016, PGM concentrates from our Canadian operations supplied about 88% of our PGM production, which also includes metals purchased from unrelated parties. Our base metals marketing department sells our own PGMs and other precious metals, as well as products from unrelated parties and toll-refined products, on a sales agency basis. Our copper concentrates from our Salobo and Sossego mines in Carajás, in the Brazilian state of Pará, also contain gold, the value of which we realize in the sale of those products.

          In February 2013, we sold to Silver Wheaton 25% of the gold produced as a byproduct at our Salobo copper mine, in Brazil, for the life of that mine, and 70% of the gold produced as a byproduct at our Sudbury nickel mines, in Canada, for 20 years. In each of March 2015 and August 2016, we sold to Silver Wheaton an additional 25% of the gold produced as a byproduct at our Salobo copper mine. In consideration for the August 2016 sale, we received an initial cash payment of US$800 million, an option value of approximately US$23 million from a reduction of the exercise price of the warrants of Silver Wheaton held by Vale since 2013, and ongoing payments of the lesser of US$400 per ounce (subject to a 1% annual inflation adjustment starting January 1, 2019) and the prevailing market price, for each ounce of gold that we deliver under the agreement. We may receive an additional cash payment if we expand our capacity to process Salobo copper ores to more than 28 Mtpy before 2036. The additional cash payment may range from US$113 million to US$953 million, depending on ore grade, timing and size of the expansion. See Business overview—Significant changes in our business. Pursuant to the gold stream contract, Silver Wheaton received 247,287 oz. of gold in 2016.

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          The following table sets forth information on the contained volume of precious metals as a byproduct of our production of nickel and copper concentrates.

Mine Type 2014 2015 2016
 
 
(thousand troy ounces of contained metal)

Sudbury(1):

       

Platinum

Underground 182 154 166

Palladium

Underground 398 341 322

Gold(2)

Underground 83 89 98

Salobo:

       

Gold(2)

Open pit 160 251 317

Sossego:

       

Gold

Open pit 78 80 67

(1)
Includes metal produced from unrelated parties feed purchases. Includes Ontario (Canada) and Acton (England) production. Excludes tolling from unrelated parties.
(2)
Figures represent 100% of Salobo and Sudbury contained volume of gold as a byproduct of our production of nickel and copper concentrates and do not deduct the portion of the gold sold to Silver Wheaton.

          We recover significant quantities of cobalt as a byproduct of our nickel operations. In 2016, we produced 1,851 metric tons of refined cobalt metal at our Port Colborne refinery, 3,188 metric tons of cobalt in a cobalt-based intermediate product at our nickel operations in New Caledonia, and our remaining cobalt production consisted of 761 metric tons of cobalt contained in other intermediate products (such as nickel concentrates). As a result of the ramp-up of VNC operations in New Caledonia, our production of cobalt intermediate as a byproduct of our nickel production is increasing. We sell cobalt on a global basis. Our cobalt metal is electro-refined at our Port Colborne refinery and has very high purity levels (99.8%) meeting the LME contract specification. Cobalt metal is used in the production of various alloys, particularly for aerospace applications, as well as the manufacture of cobalt-based chemicals. In 2016, Long Harbour produced a cobalt intermediate with the operation expected to begin producing high quality cobalt metal in 2017.

          The following table sets forth information on our cobalt production.

 
 
Finished production by ore source for the
year ended December 31,
Mine Type 2014 2015 2016
 
 
(contained metric tons)

Sudbury

Underground 833 751 882

Thompson

Underground 489 365 700

Voisey's Bay

Open pit 952 849 887

New Caledonia

Open pit 1,384 2,391 3,188

Others(1)

84 177 143

Total

  3,743 4,533 5,799

(1)
These figures do not include tolling of feeds for unrelated parties. Includes cobalt processed at our facilities using feeds purchased from unrelated parties and, for 2016, also includes 24 tonnes of ore sourced by PTVI.

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3. Coal

          3.1 Operations

          We produce metallurgical and thermal coal through our subsidiary Vale Moçambique, which operates the Moatize mine. We also have a minority interest in a Chinese company, Henan Longyu Energy Resources Co., Ltd. ("Longyu"). In November 2016, we sold our coal operation in Carborough Downs in Australia.

          In September 2016, we agreed with Mitsui the new terms of our partnership in coal assets in Mozambique. Under the new terms, Mitsui agreed to pay us an amount of up to US$450 million, consisting of: (i) an aggregate of US$255 million for 15% of Vale's 95% stake in the Moatize coal mine and (ii) an additional amount of up to US$195 million, subject to certain conditions, including mine performance. Mitsui will also contribute an amount of approximately US$348million for a 50% stake of Nacala Logistics Corridor and extend a long-term facility of US$165 million to Nacala Logistics Corridor. We completed the equity transaction with Mitsui on March 27, 2017. The total value of the transaction will be approximately US$770 million, including all amounts mentioned above except the additional amount of up to US$195 million, which is subject to certain conditions, such as mining performance, still to be satisfied. From these US$770 million, we received US$733 million upon completion of the equity transaction on March 27, 2017, and we expect to receive the remainder upon closing of the project financing, which is expected to occur during 2017. If the project financing is not signed before the end of 2017, Mitsui has certain rights to transfer its participation in the Moatize coal mine and the Nacala Logistics Corridor back to us.

Company/Mining complex Location Description/History Mineralization/ Operations Mining title Power source Access/ Transportation
Vale Moçambique            
Moatize Tete, Mozambique Open-cut mine, which was developed directly by Vale. Operations started in August 2011 and are expected to reach a nominal production capacity of 22 Mtpy, considering the Moatize expansion, comprised of metallurgical and thermal coal and the Nacala Logistics Corridor ramp up. Vale has an indirect 95.0% stake, and the remaining is owned by Empresa Moçambicana de Exploração Mineira, S.A. Upon conclusion of the partnership agreement, Mitsui will acquire 15% of our stake in Vale Moçambique. Produces metallurgical and thermal coal. Moatize's main branded product is the Chipanga premium hard coking coal, but there is operational flexibility for multiple products. The optimal product portfolio will come as a result of market trials. Coal from the mines is currently processed at a CHPP with a capacity of 4,000 metric tons per hour. An additional CHPP began production in August 2016, which increased feed capacity by additional 4,000 metric tons per hour. Mining concession expiring in 2032, renewable thereafter. Supplied by local utility company. Back up supply on site. The coal is transported from the mine to the Beira Port by the Linha do Sena railway and, since January 2016, to the port at Nacala-à-Velha via the Nacala Logistics Corridor.

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          The following table sets forth information on our marketable coal production.

 
 
Production for the year ended December 31,
Operation Mine type 2014 2015 2016
 
 
(thousand metric tons)

Metallurgical coal:

       

Moatize(1)

Open-cut 3,124 3,401 3,480

Thermal coal:

       

Moatize(1)

Open-cut 1,784 1,559 2,012

(1)
These figures correspond to 100% production at Moatize, and are not adjusted to reflect our ownership.

          Coal sales from our Moatize operations, in Mozambique, target global steel and energy markets, including Asia, Africa, Europe and the Americas. Our Chinese coal joint venture directs its sales into the Chinese domestic market.

          The global coal industry comprises markets for black (metallurgical and thermal) and brown (lignite) coal, and is highly competitive.

          The demand for steel, especially in Asia, underpins demand for metallurgical coal, while demand for electricity underpins demand for thermal coal. We expect some increase in coal supply from the United States, Canada and Australia, driven by increased prices in the second half of 2016, which would thus rebalance the market following the price increases caused by China intervention policies relating to domestic coal production.

          Competitiveness in the coal industry is based primarily on the economics of production costs, coal quality, transportation costs and proximity to the market. Our key competitive strengths are completion of a new and competitive transportation corridor, the proximity to the Atlantic and Indian markets (as compared to our main competitors) and the size and quality of our reserves.

          Major participants in the seaborne coal market are subsidiaries, affiliates and joint ventures of BHP Billiton, Glencore, Anglo American, Rio Tinto, Teck, Peabody, PT Adaro Energy and the Shenhua Group, among others.

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4. Infrastructure

          We have developed our logistics business based on the transportation needs of our mining operations and we also provide transportation services for other customers. We conduct our logistics businesses at the parent-company level and through subsidiaries and joint ventures, as set forth in the table below.

 
 
 
Our share of capital  
Company Business Location Voting Total Partners
 
 
 
(%)
 

Vale

Railroad (EFVM and EFC), port and maritime terminal operations

Brazil

VLI(1)

Railroad, port, inland terminal and maritime terminal operations. Holding of certain general cargo logistics assets

Brazil 37.6 37.6 FI-FGTS, Mitsui and Brookfield

MRS

Railroad operations

Brazil 46.75 48.12 CSN, Congonhas Minérios, Usiminas Participações e Logísticas, Gerdau, Railvest Investments and public investors.

CPBS

Port and maritime terminal operations

Brazil 100 100

PTVI

Port and maritime terminal operations

Indonesia 59.2 59.2 Sumitomo, public investors

Vale Logística Argentina

Port operations

Argentina 100 100

CEAR(2)(4)

Railroad

Malawi 43.4 43.4 Portos e Caminhos de Ferro de Moçambique, E.P.

CDN(3)(4)

Railroad and maritime terminal operations

Mozambique 43.4 43.4 Portos e Caminhos de Ferro de Moçambique, E.P.

CLN(4)

Railroad and port operations

Mozambique 80.0 80.0 Portos e Caminhos de Ferro de Moçambique, E.P.

Vale Logistics Limited ("VLL")(4)

Railroad operations

Malawi 100 100

Transbarge Navegación

Paraná and Paraguay Waterway System (Convoys)

Paraguay 100 100

VNC

Port and maritime terminal operations

New Caledonia 95.0 95.0 SPMSC

VMM

Port and maritime terminal operations

Malaysia 100 100

Vale Newfoundland & Labrador Limited

Port operations

Voisey's Bay and Long Harbour, in Newfoundland and Labrador 100 100

Vale Oman Distribution Center LLC

Port and maritime terminal operations

Oman 100 100

(1)
BNDES holds debentures issued by Vale that are exchangeable into part of Vale's stake in VLI. Vale's equity interests in VLI may be reduced by up to 8% if BNDES exercises its rights under those debentures.
(2)
Vale controls its interest in CEAR through an 85% interest in Sociedade de Desenvolvimento do Corredor de Nacala ("SDCN"), which owns 51% of CEAR.
(3)
Vale controls its interest in CDN through an 85% interest in SDCN, which owns 51% of CDN.
(4)
Upon completion of the transaction with Mitsui, we will hold indirectly 42.5% of the voting and total capital of CEAR, 42.5% of the voting and total capital of CDN, 50% of the voting and total capital of CLN and 50% of the voting and total capital of VLL.

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          Vitória a Minas railroad ("EFVM").    The EFVM railroad links our Southeastern System mines in the Iron Quadrangle region in the Brazilian state of Minas Gerais to the Tubarão Port, in Vitória, in the Brazilian state of Espírito Santo. We operate this 905-kilometer railroad under a 30-year renewable concession, which expires in 2027. The EFVM railroad consists of two lines of track extending for a distance of 601 kilometers to permit continuous railroad travel in opposite directions, and single-track branches of 304 kilometers. Industrial manufacturers are located in this area and major agricultural regions are also accessible to it. VLI has rights to use railroad transportation capacity on our EFVM railroad. In 2016, the EFVM railroad transported a daily average of 329.3 thousand metric tons of iron ore and 61.1 thousand metric tons of other cargo. The EFVM railroad also carried one million passengers in 2016. In 2016, we had a fleet of 325 locomotives and 19,135 wagons at EFVM, which were operated by Vale and third parties.

          Carajás railroad ("EFC").    The EFC railroad links our Northern System mines in the Carajás region in the Brazilian state of Pará to the Ponta da Madeira maritime terminal, in São Luis, in the Brazilian state of Maranhão. We operate the EFC railroad under a 30-year renewable concession, which expires in 2027. EFC extends for 997 kilometers from our Carajás mines to our Ponta da Madeira maritime terminal complex facilities located near the Itaqui Port. Its main cargo is iron ore, principally carried for us. VLI has rights to use railroad transportation capacity on our EFC railroad. In 2016, the EFC railroad transported a daily average of 419 thousand metric tons of iron ore and 22.8 thousand metric tons of other cargo. EFC also carried 293 thousand passengers in 2016. EFC supports the largest train, in terms of capacity, in Latin America, which measures 3.5 kilometers, weighs 42.01 thousand gross metric tons when loaded and has 330 cars. In 2016, EFC had a fleet of 289 locomotives and 18,135 wagons, which were operated by Vale and third parties.

          The principal items of cargo of the EFVM and EFC railroads are:

          We charge market prices for customer freight, including iron ore pellets originating from joint ventures and other enterprises in which we do not have a 100% equity interest. Market prices vary based on the distance traveled, the type of product transported and the weight of the freight in question, and are regulated by the Brazilian transportation regulatory agency, ANTT (Agência Nacional de Transportes Terrestres).

          VLI.    VLI provides integrated logistics solutions through 7,935 kilometers of railroads in Brazil (FCA and FNS), eight inland terminals with a total storage capacity of 795,000 tons and three maritime terminals and ports operations. We hold a 37.6% stake in VLI, and are party to a shareholders' agreement with FI-FGTS, Mitsui and Brookfield, which hold the remaining equity interests in VLI. VLI's main assets are:

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          In 2016, VLI transported a total of 31.98 billion ntk of general cargo, including 19.53 billion ntk from FCA and FNS and 12.45 billion ntk through operational agreements with Vale.

          MRS Logística S.A. ("MRS").    The MRS railroad is 1,643 kilometers long and links the Brazilian states of Rio de Janeiro, São Paulo and Minas Gerais. In 2016, the MRS railroad transported a daily average of 338.8 thousand metric tons of iron ore and 122.0 thousand metric tons of other cargo.

          We are concluding the ramp up of the Nacala Corridor, which connects the Moatize mine to the Nacala-à-Velha maritime terminal, located in Nacala, Mozambique, and which crosses into the Republic of Malawi. The Nacala Corridor consists of railway and port infrastructure, including greenfield and rehabilitation of existing railways in Mozambique and Malawi and a new coal port terminal in Mozambique. The Nacala Corridor will allow for the expansion of the Moatize mine and support our operations in Southeastern Africa. In Mozambique, we are operating under two concession agreements, one related to the Mozambican greenfield railway and another related to the newly constructed coal port, both held by our subsidiary Corredor Logístico Integrado de Nacala S.A. ("CLN"), which will expire in 2042, subject to renewal. We have also rehabilitated existing railroads under a concession held by our subsidiary Corredor de Desenvolvimento do Norte S.A. ("CDN"), which will expire in 2035. In Malawi, we are operating under a concession held by our subsidiary Vale Logistics Limited ("VLL"), which will expire in 2046, subject to renewal, and we have also rehabilitated existing railroads under a concession held by our subsidiary, Central East African Railway Company Limited ("CEAR"), which was extended in 2013 for a 30-year period from the commencement of rail services under VLL's greenfield railway concession.

          In November 2016, we agreed the new terms of our partnership in coal assets in Mozambique with Mitsui. Under these new terms, Mitsui will contribute an amount of approximately US$348 million for a 50% stake of Nacala Logistics Corridor and extend a long-term facility of US$165 million to Nacala Logistics Corridor. The completion of the equity transaction is subject to certain conditions precedent, including certain conditions precedents relating to the completion of a project financing in the expected amount of US$2.7 billion.

          We operate a port and maritime terminals principally as a means to complete the delivery of our iron ore and iron ore pellets to bulk carrier vessels serving the seaborne market. See Ferrous minerals—Iron ore and iron ore pelletsIron ore operations. We also use our port and terminals to handle customers' cargo.

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          Tubarão and Praia Mole Ports.    The Tubarão Port, which covers an area of 18 square kilometers, is located near the Vitória Port in the Brazilian state of Espírito Santo and contains the iron ore maritime terminal and the general cargo terminals (Terminal de Granéis Líquidos and the Terminal de Produtos Diversos). The Praia Mole port is also located near the Vitória Port.

          Ponta da Madeira maritime terminal.    Our Ponta da Madeira maritime terminal is located near the Itaqui Port, in the Brazilian state of Maranhão. Pier I can accommodate vessels of up to 420,000 DWT and has a maximum loading rate of 16,000 tons per hour. Pier III, which has two berths and three shiploaders, can accommodate vessels of up to 210,000 DWT at the south berth and 180,000 DWT at the north berth (or two vessels of 180,000 DWT simultaneously), subject to tide conditions, and has a maximum loading rate of 8,000 metric tons per hour in each shiploader. Pier IV (south berth) is able to accommodate vessels of up to 420,000 DWT and have two ship loaders that work alternately with a maximum loading rate of 16,000 tons per hour. Pier IV (north berth) is able to accommodate vessels of up to 420,000 DWT and have two ship loaders that work alternately with a maximum loading rate of 16,000 tons per hour. In 2016, Pier IV (north berth) performed pre-tests for a subsequent request for the definitive authorization to operate. Cargo shipped through our Ponta da Madeira maritime terminal consists of the Northern system production of iron ore and manganese. In 2016, 149.0 million metric tons of iron ore were handled through the terminal. The Ponta da Madeira maritime terminal has a storage yard with a static capacity of 7.7 million tons, which will be expanded to 10.7 million tons. VLI currently handles and stores fertilizers, grain, pig iron and manganese ore, which are then shipped through the Itaqui Port.

          Itaguaí maritime terminal—Cia.    Portuária Baía de Sepetiba ("CPBS"). From this terminal we mostly export iron ore from our Southern system. CPBS is a wholly-owned subsidiary that operates the Itaguaí terminal, at the Itaguaí Port, in Sepetiba in the Brazilian state of Rio de Janeiro, which is leased from Companhia Docas do Rio de Janeiro (CDRJ). The Itaguaí port terminal has a pier with one berth that allows the loading of ships up to 17.8 meters of draft and approximately 200,000 DWT of capacity. In 2016, the terminal loaded 21.4 million metric tons of iron ore.

          Guaíba Island maritime terminal.    From this terminal we also export mostly iron ore from our Southern system. We operate a maritime terminal on Guaíba Island in the Sepetiba Bay, in the Brazilian state of Rio de Janeiro. The iron ore terminal has a pier with two berths that allows the loading of ships of up to 350,000 DWT. In 2016, the terminal loaded 46.1 million metric tons of iron ore.

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          VLI also operates Inácio Barbosa maritime terminal (TMIB), owned by Petrobras, in the Brazilian state of Sergipe; Santos maritime terminal (TIPLAM), in the Brazilian state of São Paulo, which is jointly owned by VLI and Vale Fertilizantes; and Pier II in the Itaqui Port, which can accommodate vessels of up to 155,000 DWT and has a maximum loading rate of 4,500 tons per hour for pig iron and of 3,000 tons per hour for grains.

          Vale Logística Argentina S.A. ("Vale Logística Argentina") contracts third party services to operate two terminals and a transhipper in Argentina. The terminals are located at Rosario port in the province of Santa Fé and at San Nicolas port in the province of Buenos Aires. The transhipper is also located in the province of Santa Fé. We handled 1.76 million metric tons of iron and manganese ore through these ports and transhipper in 2016, which came from Corumbá, Brazil, via the Paraguay and Paraná rivers, for shipment to Brazilian, Asian and European markets.

          Vale Newfoundland and Labrador Limited operates a port as part of our mining operation at Voisey's Bay, Labrador and a port as part of our processing operation at Long Harbour, Newfoundland. The port at Voisey's Bay is used for shipping nickel, copper and re-supply. The port at Long Harbour is used to receive nickel concentrate from Voisey's Bay along with goods and materials required for the Long Harbour operation.

          Vale Oman Distribution Center LLC operates a distribution center in Liwa, Sultanate of Oman. The maritime terminal has a large deep water jetty, a 600-meter long platform connected to the shore by means of a 700-meter long trestle, and is integrated with a storage yard that has a throughput capacity to handle 40 Mtpy of iron ore and iron ore pellets per year. The loading nominal capacity is 10,000 tons per hour and the nominal unloading capacity is 9,000 tons per hour.

          PTVI owns and operates two ports in Indonesia to support its nickel mining activities.

          We own and operate a port in Prony Bay, Province Sud, New Caledonia. This port has three terminals, including a passenger ferry terminal able to berth two ships up to 50m long, a dry bulk wharf where vessels of up to 55,000 DWT can unload at a rate of 8,000 tons per day and a general cargo wharf where vessels up to 200m long can berth. The general cargo wharf can move containers at a rate of seven per hour and liquid fuels (LPG, HFO, Diesel) at a rate of 350 cubic meters per hour, and break-bulk. The port's container yard, covering an area of approximately 13,000 square meters, can receive up to 1,000 units. A bulk storage yard is linked to the port by a conveyor and has a storage capacity of 94,000 tons of limestone, 95,000 tons of sulfur, and 60,000 tons of coal.

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          Teluk Rubiah Maritime Terminal ("TRMT"). TRMT is located in the Malaysian state of Perak and has a pier with two berths that allows the unloading of vessels of approximately 400,000 DWT of capacity and the loading of vessels up to 220,000 DWT of capacity. In 2016, the terminal unloaded 21.4 million metric tons of iron ore and loaded 21.7 million metric tons of iron ore. In this terminal we produce and sell the Brazilian blend fines, by mixing iron ore produced in Carajás with iron ore produced in our Southern and Southeastern systems.

          In 2016, we shipped approximately 202 million metric tons of iron ore and pellets pursuant to transactions in which we were responsible for freight (CFR or CIF basis), which corresponds to 59% of our total iron ore and pellets sales. We transport a large amount of our iron ore products from Brazil to Asia through long-term contracts of affreightment with owners of very large ore carriers of 400,000 deadweight tons ("DWT"). These vessels reduce energy consumption and greenhouse emissions by carrying an increased amount of cargo in a single trip, offering lower shipping costs. In 2016, approximately 48 million tons of iron ore products were transported by these vessels under long term contracts of affreightment.

          We also own 8 vessels that are in operation, consisting of four very large ore carriers with a capacity of 400,000 DWT each, and four capesize vessels with capacities ranging from 150,000 to 250,000 DWT.

          We have changed our strategy with respect to maritime shipping. In the past, we owned and operated a low-cost fleet of vessels to transport our cargoes from Brazil to our markets, especially in Asia. We now focus on securing long-term shipping capacity and protecting against volatility in freight pricing through long-term contracts of affreightment, without incurring the costs relating to building and owning the vessels. Since 2014, we have sold 15 of our very large ore carriers of 400,000 DWT for an aggregate amount of US$1.584 billion. We sold three of these very large ore carries in 2016. Also, in September 2016, we agreed to sell four of our capesize vessels to Polaris Shipping Co. Ltd. for US$35 million per vessel. Two of the vessels were delivered in December 2016, and two in January 2017.

          We also own and operate two Floating Transfer Stations ("FTS") in Subic Bay, Philippines, which transfer iron ore from very large ore carriers to smaller vessels that deliver the cargo to its destinations. We have suspended operations at one of our FTS since February 2016, and we may sell both FTS in 2017.

          In the Paraná and Paraguay waterway system, we transport iron ore and manganese ores through our subsidiary Transbarge Navegación, which transported 2.98 million tons through the waterway system in 2016, and other chartered convoys. The barges are discharged in our local customers' terminals, in contracted terminals in Argentina or in the facilities of our subsidiary Vale Logística Argentina, which load the ore into ocean-going vessels. We loaded 1.76 million tons of ore, at two ports in Argentina, namely San Nicolas and Rosario, and at a transshipper into ocean-going vessels in 2016.

          We manage a fleet of 16 owned tugboats in total. We directly operate nine tugboats in the ports of Vitória and Mangaratiba, in the Brazilian states of Espírito Santo and Rio de Janeiro, respectively. We have a 50% stake in a consortium that operates four tugboats in the port of São Luís in the Brazilian states of Maranhão. Three additional tugboats are freighted to and operated by third parties, under their responsibility, in other ports in Brazil.

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          We have developed our energy assets based on the current and projected energy needs of our operations, with the goal of reducing our energy costs and minimizing the risk of energy shortages.

          Energy management and efficient supply in Brazil are priorities for us, given the uncertainties associated with changes in the regulatory environment and the risk of rising electricity prices. In 2016, our installed capacity in Brazil was 1.4 GW, sourced from directly and indirectly owned power plants. We use the electricity produced by these plants for our internal consumption needs. We currently own direct stakes in three hydroelectric power plants and four small hydroelectric power plants in operation. The hydroelectric power plant of Candonga, the operations of which remain suspended since November 2015 as a result of the failure of the Samarco Dam, is located in the Southeastern region, Machadinho is located in the Southern region, and Estreito is located in the Northern region. The small hydroelectric power plants of Ituerê, Mello, Glória and Nova Maurício are located in the Southeastern region. We also have indirect stakes in the hydroelectric power plants of Igarapava, Porto Estrela, Funil, Candonga, Aimorés, Capim Branco I, Capim Branco II, through our 55% participation in Aliança Geração de Energia S.A. ("Aliança Geração"). These hydroelectric power plants are located in the Southeastern region and part of its generated electricity is directed to Vale's operations through a power purchase agreement with Aliança Geração.

          We also have a 4.59% indirect stake in Norte Energia S.A. ("Norte Energia"), the company established to develop and operate the Belo Monte hydroelectric plant in the Brazilian state of Pará, which started operations in April 2016. Our participation in the Belo Monte project gives us the right to purchase 9% of the electricity generated by the plant, which has already been contracted through a long-term power purchase agreement entered into with Norte Energia.

          We also produce, through our subsidiary Biopalma da Amazônia S.A. ("Biopalma"), palm oil in the Brazilian state of Pará, with the objective to produce biodiesel in the future through an industrial plant to be installed by Biopalma. This biodiesel, blended with regular diesel to produce diesel B20 (20% biodiesel), may be used to power our fleet of mining trucks, heavy machinery and locomotives in the Northern System operations.

          In 2016, our wholly-owned and operated hydroelectric power plants in Sudbury generated 17% of the electricity requirements of our Sudbury operations. The power plants consist of five separate generation stations with an installed generator nameplate capacity of 56 MW. The output of the plants is limited by water availability, as well as by constraints imposed by a water management plan regulated by the provincial government of Ontario. Over the course of 2016, average demand for electrical energy was 199 MW to all surface plants and mines in the Sudbury area.

          In 2016, diesel generation provided 100% of the electric requirements of our Voisey's Bay operations. We also have six diesel generators on-site, with output ranging from 12 to 14 MW, in order to meet seasonal demands.

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          Energy costs are a significant component of our nickel production costs for the processing of lateritic ore at our PTVI operations in Indonesia. A major portion of PTVI's electric furnace power requirements is supplied at a low cost by its three hydroelectric power plants on the Larona River: (i) the Larona plant, which has an average generating capacity of 165 MW, (ii) the Balambano plant, which has an average capacity of 110 MW and (iii) the Karebbe plant, with 90 MW of average generating capacity. These plants help reduce production costs by substituting oil used for power generation with hydroelectric power, reduce CO2 emissions by replacing non-renewable power generation, and enable us to increase our current nickel production capacity in Indonesia.

5.    Other investments

          Below is a list of our main investments:

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RESERVES

Presentation of information concerning reserves

          The estimates of proven and probable ore reserves at our mines and projects and the estimates of mine life included in this annual report have been prepared by our staff of experienced geologists and engineers, unless otherwise stated, and in accordance with the technical definitions established by the SEC. Under the SEC's Industry Guide 7:

          We periodically revise our reserve estimates when we have new geological data, economic assumptions or mining plans. During 2016, we performed an analysis of our reserve estimates for certain projects and operations, which is reflected in new estimates as of December 31, 2016. Reserve estimates for each operation assume that we either have or expect to obtain all of the necessary rights and permits to mine, extract and process mineral reserves at each mine. For some of our operations, the projected exhaustion date includes stockpile reclamation. Where we own less than 100% of the operation, reserve estimates have not been adjusted to reflect our ownership interest. Certain figures in the tables, discussions and notes have been rounded. For a description of risks relating to reserves and reserve estimates, see Risk factors.

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          Our reserve estimates are based on certain assumptions about future prices. We have determined that our reported reserves could be economically produced if prices for the products identified in the following table were equal to the three-year average historical prices through December 31, 2016. For this purpose, we used the three-year historical average prices set forth in the following table.

Commodity Three-year average historical price Pricing source

Iron ore:

   

Vale(1)

US$70.2 per dry metric ton Average Platts IODEX (62% Fe CFR China)

Coal(2):

   

Metallurgical—Moatize

US$111.13 per metric ton Average hard metallurgical coal realized price

Thermal—Moatize. 

US$48.45 per metric ton Average thermal realized price

Base metals:

   

Nickel(3)

US$5.79 per lb LME Ni

Copper

US$2.61 per lb LME Cu

Nickel byproducts:

   

Platinum

US$1,142 per oz Average realized price

Palladium

US$702 per oz Average realized price

Gold

US$1,225 per oz Average realized price

Cobalt(3)

US$12.70 per lb 99.3% low cobalt metal (source: Metal Bulletin)

Manganese ore(4):

   

Manganese

US$3.9 per dry metric ton Average CRU (44% Mn CFR China basis)

(1)
The economic assessment of our iron ore reserves is based on the average of 62% Fe iron ore prices, as adjusted to reflect the effects of freight, moisture and the quality premium for our iron ore.
(2)
As received basis (8% moisture).
(3)
Premiums (or discounts) are applied to the nickel and cobalt spot prices at certain operations to derive realized prices. These premiums (or discounts) are based on product form, long-term contracts, packaging and market conditions.
(4)
The economic assessment of our manganese ore reserves is based on the average CRU prices, adjusted to reflect the effects of freight, moisture and the quality premium for our manganese ore prices on a CFR China basis.

Iron ore reserves

          The following tables set forth our iron ore reserves and other information about our iron ore mines. Our reserve table reflects our production and operational plans, which are based on the facilities (consisting of both mines and processing plants) within each system, rather than the individual mines.

          We periodically review the economic viability of our iron ore reserves in light of changes in the iron ore industry. Although in production stage, Urucum and Corumbá reserves are not economically viable based on expected long-term prices. Since last year we are not reporting reserves at those facilities. Also, following the failure of the Fundão tailings dam in November 2015 and the shutdown of its operations, Samarco is reviewing the operation's reserves. Under these circumstances, Vale is currently not in a position to report reserves for Samarco as of December 31, 2016.

          The variations in iron ore reserves from 2015 to 2016 reflect new strategic guidelines in the review of the final pits, considering new price, cost, projects and blending assumptions, which affected all deposits. In addition, we have new deposits disclosed for the first time and resource models update. The reserve statement also contemplates depletion by mine production.

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          Also in 2016, a portion of our reserves in all of our mining systems was reclassified from "proven" to "probable" reserves, without impacting the overall tonnage. This reclassification was a result of a complete review of our open pits and is consistent with best practices in the mining industry. It reflects as "proven" only reserves for which all environmental licenses have been obtained, and under "probable" the reserves for which the licensing process is still ongoing, although we have a reasonable expectation of receiving the required licenses on a timely basis.

Iron ore reserves(1)

Proven – 2016
Probable – 2016
Total – 2016
Total – 2015

Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade

Southeastern System(2)

               

Itabira(3)

811.4 45.2 198.9 45.4 1,010.3 45.2 746.7 47.2

Minas Centrais(4)

198.5 49.0 650.9 56.8 849.4 55.0 1,091.1 53.3

Mariana(5)

535.4 45.5 3,603.4 44.2 4,138.8 44.3 3,177.1 43.8

Total Southeastern System

1,545.3 45.8 4,453.1 46.1 5,998.5 46.0 5,014.9 46.4

Southern System(6)

               

Minas Itabirito(7)

467.7 56.6 3,279.1 43.5 3,746.8 45.1 2,887.0 43.2

Vargem Grande(8)

100.6 50.5 1,442.4 48.0 1,543.0 48.2 2,441.9 44.5

Paraopeba(9)

85.5 62.5 245.3 60.5 330.7 61.0 154.8 62.0

Total Southern System

653.8 56.4 4,966.8 45.6 5,620.6 46.9 5,483.7 44.3

Northern System(10)

               

Serra Norte(11)

552.7 66.5 1,784.7 65.9 2,337.4 66.0 2,426.4 66.7

Serra Sul (S11)(12)

1,730.5 65.8 2,494.1 65.5 4,224.6 65.6 4,239.6 66.7

Serra Leste

18.9 64.5 241.6 65.5 260.4 65.4 303.5 65.4

Total Northern System

2,302.1 65.9 4,520.4 65.7 6,822.5 65.7 6,969.4 66.7

Total Vale Systems

4,501.2 57.6 13,940.3 52.3 18,441.5 53.6 17,468.0 53.8

(1)
Tonnage is stated in millions of metric tons of wet run-of-mine, based on the following moisture contents: Itabira 1.6%; Minas Centrais 5.9%; Mariana 3.9%; Minas Itabirito 5.1%; Vargem Grande 6.1%; Paraopeba 5.1%; Serra Norte 6.8%; Serra Sul 4.6%; Serra Leste 3.6%;
(2)
Approximate drill hole spacing used to classify the Reserves was: 100m × 100m to proven reserves and 200m × 200m to probable reserves. Average product recovery (tonnage basis) is: 53% for Itabira, 82% for Minas Centrais and 62% for Mariana.
(3)
Itabira integrated operation includes Conceição and Minas do Meio mines.
(4)
Minas Centrais integrated operation includes Brucutu and Agua Limpa mines. Additionally, we have Apolo deposit, not currently in production. Agua Limpa mine and plants are owned by Baovale Mineração S.A. ("Baovale"). Vale's equity interest in Agua Limpa is 50.0% and the reserve figures have not been adjusted to reflect our ownership interest.
(5)
Mariana integrated operation includes Alegria, Fábrica Nova and Fazendão mines. Additionally, we have Capanema and Conta História deposits, not currently in production.
(6)
Approximate drill hole spacing used to classify the Reserves was: 100m × 100m to proven reserves and 200m × 200m to probable reserves. Average product recovery (tonnage basis) is: 60% for Minas Itabirito, 61% for Vargem Grande and 100% for Paraopeba.
(7)
Minas Itabirito integrated operation includes Sapecado, Galinheiro, João Pereira and Segredo mines.
(8)
Vargem Grande integrated operation includes Tamanduá, Capitão do Mato and Abóboras mines.
(9)
Paraopeba integrated operation includes Jangada, Capão Xavier, Córrego do Feijão and Mar Azul mines. Additionally, we have Capim Branco deposit, not currently in production. Córrego do Feijão, Mar Azul and Capim Branco mineral reserves were included in the table this year.
(10)
Approximate drill hole spacing used to classify the reserves was: 150m × 100m to proven reserves and 300m × 200m to probable reserves, except Serra Leste which is 100m × 100m to proven reserves and 200m × 200m to probable reserves. Average product recovery (tonnage basis) 100% for Serra Norte, 100% for Serra Leste and 100% for Serra Sul.
(11)
Serra Norte integrated operation includes, N4W, N4E and N5 mines. Additionally, we have N1, N2 and N3 deposits, disclosed for the first time and not currently in production.
(12)
Serra Sul integrated operation includes S11C and S11D deposits.

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          The mine exhaustion schedule has been adjusted due to our new production plan and our revision of project capacity. As a result of the Fundão dam failure, the Alegria and Germano operations' projected exhaustion dates are currently being reevaluated as part of Samarco's general review of its iron ore resources and reserves.

 
Iron ore integrated operations
 
Type Operating since Projected
exhaustion date(1)
Vale interest
 
 
 
 
(%)

Southeastern System

       

Itabira

Open pit 1957 2029 100.0

Minas Centrais

Open pit 1994 2056 100.0

Mariana

Open pit 1976 2104 100.0

Southern System

       

Minas Itabirito

Open pit 1942 2105 100.0

Vargem Grande

Open pit 1993 2055 100.0

Paraopeba

Open pit 2001 2032 100.0

Northern System

       

Serra Norte

Open pit 1984 2041 100.0

Serra Sul (S11CD)

Open pit 2016 2049 100.0

Serra Leste (SL1)

Open pit 2014 2059 100.0

(1)
Indicates the life-of-mine for the operating mine with the longest projected exhaustion date in the complex.

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Manganese ore reserves

          The following tables set forth manganese ore reserves and other information about our mines. We are able to report mineral reserve for Urucum in 2016 due to the logistics cost reduction. We are revising our reported reserves due to the updating of its resource models and mineral reserves currently in progress, to consider new geological information and new reserve assumptions. As this revision is still ongoing, we are disclosing current reserves by depletion.

Manganese ore reserves(1)(2)

Proven – 2016
Probable – 2016
Total – 2016
Total – 2015

Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade

Azul(3)

35.9 28.5 2.0 25.5 38.0 28.4 43.6 29.3

Urucum

8.3 46.3 1.7 46.5 10.1 46.3

Morro da Mina(4)

5.8 31.0 2.8 29.7 8.6 30.6 8.6 30.6

Total

50.1 31.8 6.5 32.9 56.6 31.9 52.2 29.6

(1)
Tonnage is stated in millions of metric tons of wet run-of-mine, based on the following moisture contents: Azul 16.2%, Urucum 4.2%, Morro da Mina 3.4%. Manganese grade is reported on a dry basis. Approximate drill hole spacing used to classify the reserves was: 100m × 100m for proven reserves and 200m × 200m for probable reserves.
(2)
The average recovery of the manganese ore reserves is: Azul 39%, Urucum 82%, Morro da Mina 70%.
(3)
Total reserve includes 4.5 million metric tons of ore from Azul's tailing dam.
(4)
Morro da Mina mine operations restarted in October 2016.
 
Manganese ore mines
 
Type Operating since Projected
exhaustion date
Vale interest
 
 
 
 
(%)

Azul(1)

Open pit 1985 2032 100.0

Urucum

Underground 1976 2032 100.0

Morro da Mina

Open pit 1902 2049 100.0

(1)
Ore from Azul's tailings dam was not included.

Coal reserves

          Our coal reserve estimates have been provided on an in-place material basis after adjustments for depletion, moisture content, anticipated mining losses and dilution. Marketable reserves include adjustments for losses associated with beneficiation of raw coal mined to meet saleable product requirements.

 
Coal ore reserves(1)
 
ROM(2)  
 
 
Marketable reserves(3)
 
 
Proven –
2016
Probable –
2016
 
 
 
 
 
Coal type Total – 2016 Total – 2015 2016 2015

  (tonnage) (tonnage) (calorific
value)
(tonnage) (calorific
value)
(tonnage) (tonnage)

Moatize

Metallurgical & thermal l 247.4 1,148.2 1,395.6 28.3 (thermal) 1,411.7 28.3 (thermal) 499.6 505.5

(1)
The reserves stated above by deposit are on a 100% shareholding basis. Vale's ownership interest in accordance with the table below should be used to calculate the portion of reserves directly attributable to Vale.
(2)
Tonnage is stated in millions of metric tons. Moatize is reported on in situ 6.5% moisture basis. Calorific value of product coal derived from beneficiation of ROM coal is typically stated in MJ/kg. Calorific value is used in marketing thermal (th) and PCI coals.
(3)
Tonnage is stated in millions of metric tons.
 
Coal mines
 
Type Operating since Projected
exhaustion date
Vale interest
 
 
 
 
(%)

Moatize(1)

Open pit 2011 2047 (2) 95.0

(1)
Vale's stake in Moatize will decrease to 81% upon completion of the transaction with Mitsui.
(2)
The mine exhaustion date was extended due to the current production plan and plant capacity.

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Nickel ore reserves

          Our nickel mineral reserve estimates are of in-place material after adjustments for depletion and mining losses (or screening and drying in the case of PTVI) and recoveries, with no adjustments made for metal losses due to processing.

Nickel ore reserves(1)

Proven – 2016
Probable – 2016
Total – 2016
Total – 2015
Recovery

Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
range (%)

Canada

                 

Sudbury

32.4 1.48 39.5 1.33 71.9 1.40 76.4 1.27 75 – 85

Thompson

20.6 1.71 85 – 90

Voisey's Bay

18.4 2.35 15.4 2.02 33.8 2.20 36.1 2.24 80 – 90

Indonesia

                 

PTVI

91.6 1.78 19.2 1.75 110.9 1.78 119.3 1.78 85 – 90

New Caledonia

                 

VNC

 

Brazil

                 

Onça Puma

63.0 1.65 45.0 1.37 108.0 1.53 97.4 1.56 85 – 90

Total

205.4 1.75 119.1 1.50 324.5 1.66 349.8 1.65  

(1)
Tonnage is stated in millions of dry metric tons. Grade is % of nickel.

          In Canada, our Sudbury operations mineral reserves decreased due to mining depletions, the reclassification of mineral reserves to mineral resource at Garson, downgrading of mineral reserve to exploration target at Stobie and a decrease of mineral reserves at all mines due to re-interpretation and planning changes. The nickel grades at the Sudbury operations increased due to a change in the cutoff policy. The Voisey's Bay operations mineral reserves decreased due to mining depletions. The mineral reserves at PTVI decreased due to mining depletion, pit redesigns and reevaluations, and reclassification to mineral resource. The mineral reserves at Onça Puma increased due to a decrease in operating costs and cutoff.

          We are not reporting the reserves of VNC and Thompson as of December 31, 2016, because the mineral reserves for our operations in New Caledonia and Thompson would not be economically viable at the three-year historical average price, due to the decline in nickel prices in the past three years. However, based on our expectations about future prices, our operations in New Caledonia and Thompson continue to be economically viable. VNC and Thompson continue to operate and are currently conducting studies to identify measures to reduce their costs of production.

 
Nickel ore mines
 
Type Operating since Projected
exhaustion date
Vale interest
 
 
 
 
(%)

Canada

       

Sudbury

Underground 1885 2042 100.0

Thompson

Underground 1961 100.0

Voisey's Bay(1)

Open pit/Underground 2005 2032 100.0

Indonesia

       

PTVI

Open pit 1977 2035 59.2

New Caledonia

       

VNC

Open pit 2011 95.0

Brazil

       

Onça Puma

Open pit 2011 2061 100.0

(1)
Voisey's bay will transition from an open pit mine to an underground mine. For further details on the Voisey's Bay mine expansion project, see Capital Expenditures.

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Copper ore reserves

          Our copper mineral reserve estimates are of in-place material after adjustments for depletion and mining losses and recoveries, with no adjustments made for metal losses due to processing.

Copper ore reserves(1)

Proven – 2016
Probable – 2016
Total – 2016
Total – 2015
Recovery

Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
range (%)

Canada

                 

Sudbury

32.4 2.06 39.5 1.43 71.9 1.71 76.4 1.61 90 – 95

Voisey's Bay

18.4 1.12 15.4 0.89 33.8 1.02 36.1 1.05 90 – 95

Brazil

                 

Sossego

101.5 0.64 9.4 0.66 110.9 0.65 117.8 0.67 90 – 95

Salobo

623.7 0.68 554.6 0.58 1,178.3 0.63 1,156.8 0.67 80 – 90

Zambia

                 

Lubambe

5.4 2.22 40.0 2.18 45.4 2.18 48.6 2.25 85 – 90

Total

781.3 0.75 659.0 0.74 1,440.3 0.75 1,435.7 0.78  

(1)
Tonnage is stated in millions of dry metric tons. Grade is % of copper.

          In Canada, our Sudbury operations mineral reserves decreased due to mining depletions, the reclassification of mineral reserves to mineral resource at Garson, downgrading of mineral reserve to exploration target at Stobie and a decrease of mineral reserves at all mines due to re-interpretation and planning changes. The copper grades at the Sudbury operations increased due to a change in the cutoff grade policy. The Voisey's Bay operations mineral reserves decreased due to mining depletions. In Brazil, the Sossego operations mineral reserves decreased due to mining depletion, partially offset by the addition of mineral reserves located in the bottom of the pits and the reevaluation of the existing pit designs and unplanned dilution factors. The mineral reserve estimates at the Salobo operation increased due to mining depletion being offset by the addition of new mineral reserves from an updated final pit design and the reevaluation of the mineral block model. The Lubambe mineral reserves decreased due to mining depletion.

 
Copper ore mines
 
Type Operating since Projected
exhaustion date
Vale interest
 
 
 
 
(%)

Canada

       

Sudbury

Underground 1885 2042 100.0

Voisey's Bay

Open pit/Underground 2005 2032 100.0

Brazil

       

Sossego

Open pit 2004 2025 100.0

Salobo

Open pit 2012 2066 100.0

Zambia

       

Lubambe

Underground 2013 2038 40.0

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PGMs and other precious metals reserves

          We expect to recover significant quantities of precious metals as byproducts of our Sudbury, Sossego and Salobo operations. Our mineral reserve estimates are of in-place material after adjustments for mining depletion and mining losses and recoveries, with no adjustments made for metal losses due to processing.

Precious metals reserves(1)

Proven – 2016
Probable – 2016
Total – 2016
Total – 2015
Recovery

Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
range (%)

Canada

                 

Sudbury

                 

Platinum

32.4 1.1 39.5 1.3 71.9 1.2 76.4 1.1 80 – 90

Palladium

32.4 1.3 39.5 1.3 71.9 1.3 76.4 1.1 80 – 90

Gold

32.4 0.5 39.5 0.4 71.9 0.4 76.4 0.4 80 – 90

Brazil

                 

Sossego

                 

Gold

101.5 0.2 9.4 0.2 110.9 0.2 117.8 0.2 75 – 80

Salobo

                 

Gold

623.7 0.4 554.6 0.3 1,178.3 0.4 1,156.8 0.4 60 – 70

Total Pt + Pd(2)

32.4 2.4 39.5 2.6 71.9 2.5 76.4 2.2  

Total Gold

757.6 0.3 603.5 0.3 1,361.1 0.3 1,351.0 0.4  

(1)
Tonnage is stated in millions of dry metric tons. Grade is grams per dry metric ton.
(2)
Pt+Pd is the sum of Platinum and Palladium grades.

          In Sudbury our mineral reserve estimates for platinum, palladium and gold decreased for the same reasons discussed above in connection with the nickel mineral reserves. In Brazil, mineral reserve estimates for gold changed for the same reasons discussed above in connection with the copper mineral reserves.

 
Precious metals mines
 
Type Operating since Projected
exhaustion date
Vale interest
 
 
 
 
(%)

Canada

       

Sudbury

Underground 1885 2042 100.0

Brazil

       

Sossego

Open pit 2004 2025 100.0

Salobo

Open pit 2012 2066 100.0

Cobalt ore reserves

          We expect to recover significant quantities of cobalt as a byproduct of our Sudbury and Voisey's Bay operations. Our cobalt reserve estimates are of in-place material after adjustments for depletion and mining losses, with no adjustments for metal losses due to processing.

Cobalt ore reserves(1)

Proven – 2016
Probable – 2016
Total – 2016
Total – 2015
Recovery

Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
range (%)

Canada

                 

Sudbury

32.4 0.04 39.5 0.04 71.9 0.04 76.4 0.04 20-40

Voisey's Bay

18.4 0.13 15.4 0.13 33.8 0.13 36.1 0.13 70-80

New Caledonia

                 

VNC

 

Total

50.8 0.07 54.9 0.07 105.7 0.07 112.5 0.07  

(1)
Tonnage is stated in millions of metric tons. Grade is % of cobalt.

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          Our cobalt reserve estimates decreased in 2016 for the same reasons discussed above in connection with the nickel mineral reserves.

 
Cobalt ore mines
 
Type Operating since Projected
exhaustion date
Vale interest
 
 
 
 
(%)

Canada

       

Sudbury

Underground 1885 2042 100.0

Voisey's Bay

Open pit/Underground 2005 2032 100.0

New Caledonia

       

VNC

Open pit 2011 95.0

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CAPITAL EXPENDITURES

          We have an extensive program of investments in the organic growth of our businesses. The figures discussed in this section are for project execution and sustaining existing operations and replacement projects.

          The 2017 investment budget approved by our Board of Directors is US$1.846 billion for project execution, reflecting a 41.8% decrease compared to the 2016 investment budget, and US$2.702 billion for sustaining existing operations and replacement projects, reflecting a 9.8% decrease compared to 2016. This is the sixth consecutive year of lower capital expenditures, maintaining capital discipline and focusing only on world class projects.

          Most of the capital expenditures budget for project execution will be invested in Brazil (95.1%).

 
2015 expenditures 2016 expenditures 2017 budget
 
(US$ million)
(US$ million)
(US$ million)
(% of total)

Project execution

5,548 3,179 1,846 40.6%

Investments to sustain existing operations and replacement projects

2,853 2,302 2,702 59.4%

Total

US$8,401 US$5,482 US$4,548 100%

          We are developing a focused organic growth portfolio with fewer projects, but higher expected rates of return. Our main initiative, the S11D project, accounts for 87.2% of the US$1.846 billion budgeted for project execution in 2017.

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          The following table sets forth total expenditures in 2016 for our main investment projects and expenditures budgeted for those projects in 2017, together with estimated total expenditures for each project and the actual or estimated start-up date of each project as of December 31, 2016.

 
 
 
Executed CAPEX Expected CAPEX
Business area
Main projects(1) Actual or
estimated
start-up
2016(2) Total executed(3) 2017(4) Total
expected(5)
 
 
 
(US$ million)

Iron ore

Carajás Serra Sul S11D(6)(8) 2H16 940 5,595 649 6,750

CLN S11D(7) 1H14 to 2H19 1,195 5,662 962 7,850

Coal mining

Moatize II(8) 2H16 117 2,058 6 2,105

Base Metals

Voisey's Bay Mine Expansion(9) 1H20 10 10 76 1,904

(1)
Projects approved by our Board of Directors.
(2)
All figures are presented on a cash basis.
(3)
Total executed CAPEX through December 31, 2016, including capital expenditures in prior periods.
(4)
All figures are presented on a cash basis and correspond to the figures approved in the US$4.548 billion investment budget.
(5)
Estimated total capital expenditure cost for each project, including capital expenditures in prior periods. Total expected CAPEX includes expenses, in line with the budget approved by our Board of Directors, while these expenses are not included in the expected CAPEX for the year or in the total executed CAPEX figures.
(6)
Original expected CAPEX for S11D was US$8.089 billion.
(7)
Original expected CAPEX for CLN S11D was US$11.582 billion.
(8)
Projects delivered in 2016.
(9)
Replacement projects.

          The paragraphs below describe the status of each project as of December 31, 2016 and have not been updated to reflect any developments after that date.

Ferrous minerals and logistics projects

          Iron ore mining and logistics projects:

Base metals projects

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REGULATORY MATTERS

          We are subject to a wide range of governmental regulation in all the jurisdictions in which we operate worldwide. The following discussion summarizes the kinds of regulation that have the most significant impact on our operations.

Mining rights and regulation of mining activities

          Mining and mineral processing are subject to extensive regulation. In order to conduct these activities, we are required to obtain and maintain some form of governmental or private permits, which may include concessions, licenses, claims, tenements, leases or permits (all of which we refer to below as "concessions"). The legal and regulatory regime applicable to the mining industry and governing concessions differs among jurisdictions, often in important ways. In most jurisdictions, including Brazil, mineral resources belong to the State and may only be exploited pursuant to a governmental concession. In other jurisdictions, such as Ontario in Canada, a substantial part of our mining operations is conducted pursuant to mining rights we own (private permits). Government agencies are typically in charge of granting mining concessions and monitoring compliance with mining law and regulations.

          The table below summarizes our principal concessions and other similar rights for our continuing operations. It does not include information with respect to our fertilizer business (discontinued operations).

Location Mining title Approximate area covered
(in hectares)
Expiration date

Brazil

Mining concessions (including under applications) 574,967 Indefinite

Canada(1)

Mining concessions (terminology varies among provinces) 225,685 2017 – 2036

Indonesia(2)

Contract of work 118,435 2025

Australia

Mining leases 4,559 2041

New Caledonia

Mining concessions 21,077 2017 – 2051

Mozambique(3)

Mining concessions 23,780 2032

(1)
The expiration date of our leases in Sudbury is subject to current renewal applications. The approval process for these applications is in progress, but may take a number of years.
(2)
Entitled to two 10-year extensions, subject to approval of the Indonesian government.
(3)
Entitled to 25-year extensions, subject to approval by the Mozambique government.

          In addition to the concessions listed above, we have exploration licenses and exploration applications covering 4.4 million hectares in Brazil and 1.4 million hectares in other countries.

          There are several proposed or recently adopted changes in mining legislation and regulations in the jurisdictions where we have operations that could materially affect us.

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Royalties and other taxes on mining activities

          We are required in many jurisdictions to pay royalties or taxes on our revenues or profits from mineral extractions and sales. These payments are an important element of the economic performance of a mining operation. The following royalties and taxes apply in some of the jurisdictions in which we have our largest operations:

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Environmental regulations

          We are also subject to environmental regulations that apply to the specific types of mining and processing activities we conduct. We are required to obtain approvals, licenses, permits or authorizations from governmental authorities to operate. In most jurisdictions, the development of new facilities requires us to submit environmental and social impacts statements for approval and often to make investments to mitigate environmental and social impacts, and we must operate our facilities in compliance with the terms of the approvals, licenses, permits or authorizations.

          We are taking several steps to improve the efficiency of the licensing process, including stronger integration of our environmental and project development teams, the implementation of a Best Practices Guide for Environmental Licensing and the Environment, the deployment of highly-skilled specialist teams, closer interaction with environmental regulators and the creation of an executive committee to expedite internal decisions regarding licensing.

          Environmental regulations affecting our operations relate, among other matters, to emissions into the air, soil and water; recycling and waste management; protection and preservation of forests, coastlines, caves, watersheds and other features of the ecosystem; water use; financial provisions and closure plans needed since the mining license; climate change and decommissioning and reclamation. Environmental legislation is becoming stricter worldwide, which could lead to greater costs for environmental compliance. In particular, we expect heightened attention from various governments to reducing greenhouse gas emissions as a result of concern over climate change, especially following the entry into force of the Paris Agreement in late 2016. There are several examples of environmental regulation and compliance initiatives that could affect our operations.

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Regulation of other activities

          In addition to mining and environmental regulation, we are subject to comprehensive regulatory regimes for some of our other activities, including rail transport, port operations and electricity generation. We are also subject to more general legislation on workers' health and safety, safety and support of communities near mines, and other matters. The following descriptions relate to some of the other regulatory regimes applicable to our operations:

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DISCONTINUED OPERATIONS

          In December 2016, we agreed to sell substantially all of our fertilizer business to Mosaic, subject to certain conditions precedent. Until closing of the transaction, which is expected by the end of 2017, we continue to conduct potash and phosphate operations in Brazil and to hold a 40% economic interest and 51% voting interest in a joint venture that operates a phosphate rock mine in Peru. As a result of this transaction, our Fertilizer business is reported as discontinued operations, which requires the presentation of prior periods of this line of business as discontinued operations.

Phosphates and nitrogen

          Our subsidiary Vale Fertilizantes is a producer of phosphate rock, phosphate fertilizers (e.g., monoammonium phosphate (MAP), triple superphosphate (TSP) and single superphosphate (SSP)), dicalcium phosphate (DCP) and nitrogen fertilizers (e.g., ammonia and ammonium nitrate). It is the largest producer of phosphate and nitrogen crop nutrients in Brazil. Vale Fertilizantes operates the following phosphate rock mines, through concessions for indefinite period: Catalão, in the Brazilian state of Goiás, Tapira, Patos de Minas and Araxá, all in the Brazilian state of Minas Gerais, and Cajati, in the Brazilian state of São Paulo. In addition, Vale Fertilizantes has nine processing plants for the production of phosphate and nitrogen nutrients, located in Catalão in the Brazilian state of Goiás; Araxá, Patos de Minas and Uberaba, which are all in the Brazilian state of Minas Gerais; Cajati and three plants in Cubatão, which are all in the Brazilian state of São Paulo. In February 2015, operation at our plant in Guará was suspended due to market conditions.

          Since 2010, we also have a 40% economic interest and 51% voting interest in the joint venture Compañia Minera Miski Mayo S.R.L, which operates the Bayóvar phosphate rock mine in Peru, with nominal capacity of 3.9Mtpy, through a concession for indefinite period.

          The following table sets forth information about our phosphate rock production.

 
 
Production for the year ended December 31,
Mine Type 2014 2015 2016
 
 
(thousand metric tons)

Bayóvar

Open pit 3,801 3,881 3,853

Catalão

Open pit 1,055 1,000 872

Tapira

Open pit 2,005 1,970 1,633

Patos de Minas(1)

Open pit 73 23 0

Araxá

Open pit 883 707 711

Cajati

Open pit 605 581 477

Total

  8,421 8,163 7,546

(1)
Patos de Minas operation was suspended in the third quarter of 2015 due to market conditions.

          The following table sets forth information about our phosphate and nitrogen nutrients production.

 
Production for the year ended December 31,
Product 2014 2015 2016
 
(thousand metric tons)

Monoammonium phosphate (MAP)

1,065 1,097 1,020

Triple superphosphate (TSP)

910 866 833

Single superphosphate (SSP)

1,854 1,953 1,753

Dicalcium phosphate (DCP)

502 480 487

Ammonia(1)

178 138 135

Nitric acid

469 475 468

Ammonium nitrate

485 515 523

(1)
After the sale of Araucária in June 2013, we only produce ammonia at our Cubatão plant.

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Phosphate reserves

          Our phosphate reserves estimates are of in-place material after adjustments for depletion, mining dilution and recovery. The total phosphate reserves have decreased mainly due to reevaluation of our reserves at Araxá and Cajati, and because certain reserves from Bayóvar were downgraded to resources. The remaining phosphate reserves decreased due to mine production depletion.

Phosphate reserves(1)(2)

Proven – 2016
Probable – 2016
Total – 2016
Total – 2015

Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade

Bayóvar(3)

101.6 16.96 145.6 14.97 247.2 15.79 402.0 15.40

Catalão

56.3 10.52 29.1 10.62 85.5 10.55 93.5 10.53

Tapira

276.9 7.76 378.0 7.41 655.0 7.56 666.6 7.57

Araxá

21.3 10.71 1.0 7.75 22.3 10.59 86.6 11.86

Cajati

40.5 5.16 41.2 5.15 81.7 5.15 104.8 5.20

Patrocínio(4)

183.8 13.73 302.3 11.10 486.1 12.09 486.1 12.09

Total

680.4 10.91 897.3 9.88 1,577.7 10.32 1,839.6 10.69

(1)
Tonnage is stated in millions of dry metric tons. Grade is % of P2O5.
(2)
Average mass recoveries (tonnage basis) are: 15.8% for Araxá, 11.7% for Cajati, 14.0% for Catalão, 22.9% for Patrocínio, 14.6% for Tapira and 38.0% for Bayóvar.
(3)
Vale holds 51% of the voting capital and 40% of the total capital of MVM Resources International, B.V., the entity that controls Bayóvar. The reserves figures have not been adjusted to reflect our ownership interest.
(4)
Reserves reflect the original scope of the Patrocínio project. Due to the macroeconomic scenario, we have modified the scope of this project in order to integrate it with the Araxá operation.
 
Phosphate rock ore mine
 
Type Operating since Projected
exhaustion date
Vale interest
 
 
 
 
(%)

Bayóvar

Open pit 2010 2040 (1) 40.0

Catalão

Open pit 1982 2033 100.0

Tapira

Open pit 1979 2046 (2) 100.0

Araxá

Open pit 1977 2042 (3) 100.0

Cajati

Open pit 1970 2033 100.0

Patrocínio

Open pit 2016 2046 (2) 100.0

(1)
Life of mine decreased from 2045 to 2040 because reserves of layers 6 and 7 were downgraded to resources.
(2)
Projected exhaustion date limited to economic feasibility study. The expected mine life is longer than indicated above.
(3)
Life of mine increased from 2024 to 2042 due to reevaluation of reserves and integration with Patrocínio ROM project.

Potash

          We conduct potash operations in Brazil at the parent-company level, with mining concessions of indefinite duration. We have leased Taquari-Vassouras, the only potash mine in Brazil (in Rosario do Catete, in the Brazilian state of Sergipe), from Petrobras since 1992. In April 2012, we extended the lease for 30 more years. The following table sets forth information on our potash production.

 
 
Production for the year ended December 31,  
 
 
2016
process recovery
Mine Type 2014 2015 2016
 
 
(thousand metric tons)
(%)

Taquari-Vassouras

Underground 492 481 501 86.1

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Potash ore reserves

          The total potash reserves have increased due to update of Taquari-Vassouras reserves model, supported by approximately 30.000 meters of underground drilling. We were able to increase the reserves due to reevaluation of extraction ratio; also we have made a partial pillar mining extraction. The reserve estimates are of in-place material after adjustments for depletion, mining losses and recoveries, with no adjustments made for metal losses due to processing.

Potash ore reserves(1)(2)

Proven – 2016
Probable – 2016
Total – 2016
Total – 2015

Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade

Taquari-Vassouras(3)

3.6 25.05 6.0 21.88 9.5 23.06 7.7 23.72

Carnalita Project

247.1 12.18 54.5 12.18 301.6 12.18 301.6 12.18

Total

250.7 12.36 60.5 13.14 311.1 12.51 309.3 12.47

(1)
Tonnage is stated in millions of dry metric tons. Grade is % of KCl.
(2)
Tonnage is before processing recovery.
(3)
Silvinite potash reserves.
 
Potash ore mines
 
Type Operating since Projected
exhaustion date
Vale interest
 
 
 
 
(%)

Taquari-Vassouras

Underground 1986 2020 (1) 100.0

Carnalita Project(2)

Solution mining 2042 (3) 100.0

(1)
Life of mine increased from 2018 to 2020 due to reevaluation of reserves; reevalation of extraction ratio; partial pillar mining extraction.
(2)
The Carnalita project is subject to approval by our Board of Directors.
(3)
We have a 30-year lease with Petrobras, which was signed in 2012.

          For purposes of determining our phosphate and potash reserves, we used the three-year historical average prices set forth in the following table:

Fertilizer nutrients:

   

Phosphate

US$113.43 per dry metric ton Average benchmark price for phosphate concentrate, FOB Morocco (source: CRU Fertilizer Week)

Potash

US$282.23 per dry metric ton Average benchmark price for potash, FOB Vancouver (source: CRU Fertilizer Week)

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II.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OVERVIEW

          In 2016, we delivered a sound operational performance, with multiple production records, particularly (i) total iron ore production of 348.8 million metric tons, (ii) iron ore production of 148.1 million metric tons in Carajás, (iii) nickel production of 311,000 tons, (iv) copper production of 453,100 tons, (v) cobalt production of 5,799 tons, (vi) contained gold as byproduct in copper and nickel concentrates of 483,000 oz and (vii) coal production of 5.5 million metric tons in Moatize.

          In 2016, we generated net income attributable to our stockholders of US$3.982 billion compared to a loss of US$12.129 billion in 2015. The most relevant factors impacting our results in 2016 were (i) the partial recovery of average prices for iron ore and iron ore pellets, with an impact of US$2.966 billion on our net revenues, (ii) higher sales volumes of iron ore fines and pellets (an impact of US$715 million on our net revenues), nickel, copper and coal, (iii) lower prices for base metals (negative impact of US$431 million on our net revenues), (iv) US$1.174 billion in charges for impairment of assets of continuing operations and onerous contracts, and (v) loss in the amount of US$1.738 billion in loss of discontinued operations, as a result of the sale of our fertilizer business to Mosaic.

          We received US$1.343 billion as a result of divestments and sales of interests in certain joint ventures and investments in 2016, including US$800 million as part of the sale an additional 25% of the gold produced from the Salobo copper mine for the life of mine to Silver Wheaton, US$269 million from the sale of three very large ore carriers of 400,000 DWT to ICBC International, and US$113 million from the sale of our remaining 13.63% indirect interest in Paragominas to Hydro.

Major factors affecting prices

          Iron ore and iron ore pellets are priced based on a wide array of quality levels and physical characteristics. Price differences derive from various factors, such as the iron content of specific ore deposits, the beneficiation processes required to produce the desired final product, particle size, moisture content and the type and concentration of contaminants (such as phosphorus, alumina, silica and manganese ore) in the ore. Also, fines, lump ore and pellets typically command different prices.

          Demand for our iron ore and iron ore pellets is a function of global demand for carbon steel. Demand for carbon steel, in turn, is strongly influenced by real estate and infrastructure construction and global industrial production. Demand from China has been the principal driver of world demand and prices.

          Prices are also influenced by the supply of iron ore and iron ore pellets in the international market. In 2015, an excess in the iron ore supply had a negative impact on prices. In 2016, prices began to rise in February driven by policies and supply restrictions imposed by the Chinese government, which caused iron ore prices to reach a peak of US$70 per dry metric ton by early May. As expected, steel mills increased their productivity in response to the increase in demand and price, which increased the premium for high grade ores, such as our iron ore from Carajás, and pellets. Steel mill productivity rates stabilized through August 2016, as well as high grade material premiums, with high coking coal prices increasing the value perception of high grade ores even more. Prices increased again in October 2016, reaching US$83.95 per dry metric ton in December 2016, with the price spread between the 65% Ferrous content iron ore that we produce in Carajás and the benchmark 62% Ferrous content iron ore reaching US$15 per dry metric ton.

          The expected conclusion of certain iron ore projects in 2017, especially in Australia and in Brazil, may result in negative pressures on prices, which would pose additional challenges for higher cost producers of iron ore. We expect China's economic growth to slow down in 2017, principally due to slower growth in the real estate and manufacturing sectors, which may be partially offset by infrastructure investments.

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          Our iron ore prices are based on a variety of pricing options, which generally use spot price indices as a benchmark. Our pricing is generally based on published indices and uses a variety of mechanisms, including current spot prices, average prices over an agreed period and future prices on delivery. In cases where the final price is only determinable on a future date after shipment, we recognize the sale based on a provisional price at the time of shipment with a subsequent adjustment reflecting the final price.

          Nickel is an exchange-traded metal, listed on the LME and, starting in 2015, on the SHFE. Most nickel products are priced based on a discount or premium to the LME price, depending on the nickel product's physical and technical characteristics. Demand for nickel is strongly affected by stainless steel production, which represents, on average, 69% of global nickel consumption.

          We have short-term fixed-volume contracts with customers for the majority of our expected annual nickel sales. These contracts, together with our sales for non-stainless steel applications (alloy steels, high nickel alloys, plating and batteries), provide stable demand for a significant portion of our annual production. In 2016, 58% of our refined nickel sales were made for non-stainless steel applications, compared to the industry average for primary nickel producers of 30%, bringing more stability to our sales volumes. As a result of our focus on such higher-value segments, our average realized nickel prices for refined nickel have typically exceeded LME cash nickel prices.

          Stainless steel is a significant driver of demand for nickel, particularly in China. In 2016, Chinese stainless steel demand represented 65% of total global demand. As a consequence, changes in Chinese stainless steel production have a large impact on global nickel demand. In 2016, Chinese stainless steel production grew 10% compared to 3% in 2015. Also, the growth in stainless focused on 300-series grade steels, which contains relatively high amounts of nickel, due to superior physical characteristics compared to other austenitic series. We anticipate that demand will continue growing in 2017.

          While stainless steel production is a major driver of global nickel demand, stainless steel producers can obtain nickel with a wide range of nickel content, including secondary nickel (scrap). The choice between primary and secondary nickel is largely based on their relative prices and availability. Between 2012 and 2016, secondary nickel accounted for approximately 40% of total nickel used for stainless steels, and primary nickel accounted for approximately 60%. Regional availability and consumption of secondary nickel varies. In China, due to low availability of scrap, the use of secondary nickel represents 20% of the total nickel used for stainless steels, while nickel pig iron, a relatively low-grade nickel product made primarily in China from imported lateritic ores, accounts for approximately 32%.

          In recent years, Chinese domestic production of nickel pig iron accounted for the majority of world nickel supply growth. In 2016, approximately 360,000 metric tons, representing 19% of world primary nickel supply was produced as nickel pig iron, mainly using nickel ore from the Philippines. Chinese nickel pig iron production was adversely affected by export restriction of unprocessed ores from Indonesia, beginning in 2014. As a result, despite the increase of ore supply from the Philippines, nickel pig iron production declined and has continued to decline in 2016 by 9% year-over-year. Nickel pig iron projects in Indonesia continued to ramp up in 2016, with production levels increasing significantly relative to 2015. However, due to the low price environment the overall global supply declined 2% as producers reduced production and several mines closed. Recent market developments in Indonesia and the Philippines may further impact nickel pig iron production in China. In January 2017, the Indonesian government issued a ministerial decree changing the 2009 mining law that banned the export of unprocessed and semi-processed ores from the country. The ministerial decree allows for the controlled recommencement of nickel ore exports from Indonesia. In February 2017, the government of the Philippines announced the results of a country-wide mining audit with over half of the mines associated with Philippine nickel ore exports identified for potential closure. The government of the Philippines is currently auditing the mining industry, which may result in restrictions on mining exports, which in turn would further contribute to the decline of the Chinese nickel pig iron industry.

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          As a result of increased demand and decrease in supply, the nickel market was in deficit in 2016. Global exchange inventories declined 26,000 tons from January 1, 2016 to December 31, 2016. We expect the market to remain in deficit in 2017.

          Copper demand in recent years has been driven primarily by China, given the important role copper plays in construction in addition to electrical and consumer applications. Copper prices are determined on the basis of (i) prices of copper metal on terminal markets, such as the LME and the NYMEX, and (ii) in the case of intermediate products, such as copper concentrate (which comprise most of our sales) and copper anode, treatment and refining charges negotiated with each customer. Under a pricing system referred to as MAMA ("month after month of arrival"), sales of copper concentrates and anodes are provisionally priced at the time of shipment, and final prices are settled on the basis of the LME price for a future period, generally one to three months after the shipment date.

          Demand for refined copper grew by an estimated 2% in 2016, and China was responsible for an approximately 48% of worldwide consumption. Most of the copper imported by China was used in infrastructure and the electrical grid. New projects primarily in Peru and mine expansions continued to ramp up in 2016, resulting in a global mine output increase of 5% in 2016 relative to 2015. As supply grew more than demand in 2016, copper prices declined in 2016. Prices recovered in fourth quarter of 2016, as the market anticipated a potential increase in U.S. demand given the election results. We anticipate that the market will reach a balance in 2017, as demand continues to grow and projects complete ramping up.

          Demand for metallurgical coal is driven by steel demand, and future growth continues to be expected in Asia. Asia, including India, accounts for more than half of the steel market and consumes approximately 75% of seaborne metallurgical coal. Chinese total import demand increased by 17% to almost 68 million metric tons in 2016 compared to approximately 57 million metric tons imported in 2015. In 2016, China accounted for approximately 20% of all metallurgical coal imports. Global demand excluding China declined by 1.8% in 2016, compared to 2015, partially due to the decline in imports in Europe and Brazil.

          In 2016, the Chinese government imposed a 276-days per year constraint on the operations of coal producers, creating a major supply shortage. Consequently, coal production in China declined by more than 10% in 2016, causing significant increase in prices. Disruptions in Australian operations and cutbacks from U.S. producers over the last two years also contributed to the price surge. The seaborne metallurgical coal market, which has been affected by four years of constant price declines, registered a rapid increase in metallurgical coal rise, exceeding US$100 per metric ton in July, then exceeding US$200 per metric ton in September 2016 and finally exceeding US$300 per metric ton in November 2016. The steep rise in prices prompted the Chinese government to gradually loosen coal production controls, causing prices to decline. Metallurgical coal price on February 28, 2017 was US$162.5 per ton.

          Demand for thermal coal is closely related to electricity consumption, which continues to be driven by global economic growth and urbanization, with the highest levels of growth found in Asia and emerging markets. Global seaborne demand decreased by approximately 1.4% in 2016 compared to 2015. Chinese seaborne coal demand soared in mid-2016 due to a hot summer and strong industrial activity. Chinese seaborne imports reached approximately 150 million metric tons, an increase of 12% year on year, while European seaborne imports fell by nearly 18%. European seaborne import decline was largely due to capacity closures in coal-fired power plants in the United Kingdom. In addition, Germany and Spain produced more electricity from gas in 2016, and Germany increased electricity production from hydro. In India, thermal coal demand remained stable year on year, and imports dropped by 6.3% in 2016, compared to 2015, amid an increase in domestic thermal coal supply. Even though Indian domestic coal production has underperformed against government targets affected by infrastructure bottlenecks, heavy rains and by lackluster demand.

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          After China introduced the 276-working-day policy in April, the price of thermal coal reached US$110 per ton in Asia as Chinese utility companies sought seaborne material to offset domestic supply shortage. While there have been several drivers of thermal coal seaborne prices in 2016, the coal industry reform led by the Chinese government altered thermal coal prices globally. The renewed production control relaxation measure is likely to allow the market to return to balance in 2017. Together with normalized inventory levels and lower influence of speculative activities, we expect thermal coal prices to decline through the year.

          Climate change policies will continue to adversely impact coal demand in Europe, North America and China. However, consumption in other developing Asian economies is expected to expand. On the supply side, current investments are low and the lack of new project developments is expected to impact supply and demand balance by 2020, at which point prices will be set by incentive prices.

Sale of fertilizer business

          As part of our ongoing efforts to optimize the structure of our portfolio of businesses in order to achieve the most efficient allocation of capital, in December 2016 we entered into an agreement with Mosaic for the sale of our Fertilizers business, including assets in Brazil, Peru and Canada. As a result of this agreement, we report operational and financial results for our fertilizers business in the income statements under "discontinued operations." Therefore, unless otherwise indicated, all figures presented in this annual report do not include the results of the fertilizers business. For more information on the sale of our fertilizer business, see Information on the Company—Business Overview—Significant changes in our business—Dispositions and asset sales—Sale of Fertilizer Business.

          The net assets of our fertilizer business in our balance sheet as of December 31, 2016 were adjusted to reflect their fair value minus the cost to sell the business, and we recognized a loss in the amount of US$1.738 billion (US$1.147 billion, net of tax) under "loss of discontinued operations" in our income statement for the year ended December 31, 2016.

Impairment charges

          In recent years, we have recognized significant impairments of our assets and investments, attributable to a variety of factors. In 2016, the most important factor was the changing price environment's effects on our short to medium-term pricing assumptions for nickel. As a result, in 2016 we recognized impairments on assets and investments of continuing operations, and a provision for losses on onerous contracts, totaling US$1.174 billion.

          The main impairment charges we recognized in 2016 were:

          These amounts were partially offset by reversal of prior impairments on assets of our Northern System's pelletizing plant based on new market circumstances and on studies carried out by our management demonstrating economic feasibility. Accordingly, the total of US$160 million impairment recorded in 2013 and 2015 was fully reversed.

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Failure of Samarco's Fundão tailings dam

          We own a 50% interest in Samarco and accounts for it under the equity method. Below is a summary of the impact of the failure of Samarco's dam in our financial statements:

Effect of Brazilian currency exchange variation

          Our results are affected in several ways by changes in the Brazilian real exchange rate. The year-end exchange rate variations impact our financial results, while the average exchange rate impacts our operational performance.

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          In 2016, the Brazilian real appreciated 17% against the U.S. dollar, from an exchange rate of R$3.90 to US$1.00 on December 31, 2015 to R$3.26 to US$1.00 on December 31, 2016. The most important effects were non-cash gains, as described below.

          In 2016, on an annual average, the Brazilian real depreciated by 4% against the U.S. dollar, from an average exchange rate of R$3.34 to US$1.00 in 2015 to R$3.48 to US$1.00 in 2016. The Brazilian real depreciation on an annual average brought positive impacts to our operational result and cash flows. The most important effect is described below:

          In January 2017, Vale implemented hedge accounting for the foreign currency risk arising from its net investments in Vale International and Vale Austria. The purpose of the program is to mitigate the impact of foreign exchange variations in Vale's earnings, reducing volatility and allowing financial statements to better reflect the economic performance of the company.

          Under the hedge accounting program, the Vale S.A. debt denominated in U.S. dollars and Euros will serve as a hedge instrument for Vale S.A. investments in Vale International and Vale Austria. With the program, the impact of exchange rate variations over debt denominated in U.S. dollars and Euros will be partially recorded under other comprehensive income reducing volatility on financial performance.

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RESULTS OF OPERATIONS

Consolidated Revenues

          In 2016, our net operating revenues from continuing operations increased by 17.6% to US$27.488 billion, primarily resulting from higher realized prices for iron ore fines and pellets (an impact of US$2.966 billion on our net revenues) and other commodities, and higher sales volumes of iron ore fines and pellets (an impact of US$715 million on our net revenues), nickel, copper and coal. Our net operating revenues were adversely impacted by lower prices for base metals (negative impact of US$431 million). Net operating results of each segment are discussed below under —Results of operations by segment.

          Our revenue depends, among other factors, on the volume of production at our facilities and the prices for our products. We publish a quarterly production report that is available on our website and furnished to the SEC on Form 6-K. Increases in the capacity of our facilities resulting from our capital expenditure program have an important effect on our performance. Our production is also affected by acquisitions and dispositions.

          The following table summarizes, for the periods indicated, the distribution of our net operating revenues of continuing operations based on the geographical location of our customers.

 
Net operating revenues by destination
 
2014 2015 2016
 
(US$ million)
(% of total)
(US$ million)
(% of total)
(US$ million)
(% of total)

North America

           

Canada

US$1,393     4.0% US$1,122     4.8% US$1,172     4.3%

United States

1,368     3.9 855     3.7 1,005     3.6

2,761     7.9 1,977     8.5 2,177     7.9

South America

           

Brazil

3,696     10.5 2,017     8.6 2,064     7.5

Other

656     1.9 377     1.6 354     1.3

4,352     12.4 2,394     10.2 2,418     8.8

Asia

           

China

12,657     36.0 9,095     38.9 12,747     46.4

Japan

3,627     10.3 1,959     8.4 1,741     6.3

South Korea

1,555     4.4 790     3.4 880     3.2

Taiwan

721     2.1 620     2.6 621     2.3

Other

976     2.8 830     3.5 889     3.2

19,536     55.6 13,294     56.8 16,878     61.4

Europe

           

Germany

2,111     6.0 1,433     6.1 1,379     5.0

United Kingdom

709     2.0 399     1.7 326     1.2

Italy

849     2.4 461     2.0 435     1.6

France

565     1.6 331     1.4 429     1.6

Other

2,374     6.8 1,905     8.1 2,079     7.5

6,608     18.8 4,529     19.4 4,648     16.9

Rest of the world

1,867     5.3 1,190     5.1 1,367     5.0

Total

US$35,124     100.0% US$23,384     100.0% US$27,488     100.0%

Consolidated operating costs and expenses

          Our cost of goods sold and services rendered from continuing operations totaled US$17.650 billion in 2016, decreasing by 5.9%, or US$1.101 billion, from the US$18.751 billion recorded in 2015. Lower costs were mostly driven by the positive results of cost-saving initiatitves (US$1.718 billion, of which US$1.374 billion in our ferrous minerals business), exchange rate variation (US$463 million) and partially offset by higher sales volume.

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          Our selling, general, administrative and other expenses from continuing operations decreased by 28.3% in 2016, mostly due to simplification of corporate functions, lower expenses with corporate services and other cost-cutting measures. We reduced our research and evaluation expenses by 19.2%, to US$319 million in 2016 from US$395 million in 2015. Our pre-operating and stoppage expenses decreased by US$489 million in 2016, primarily because the ramp-up of our nickel operation in New Caledonia approached operational targets in 2015 and therefore started to be accounted for as costs in 2016. Other operating expenses increased by 29%, mainly due to the positive effect of US$150 million from goldstream transaction recorded in 2016, compared to US$230 million in 2015, and to the positive effect of US$37 million reversal of provisions for asset retirement obligations in 2016 compared to US$331 million in 2015.

Results of operations by segment

Net operating revenue by segment

          The following table summarizes our net operating revenues by product for the periods indicated.

 
Year ended December 31,
 
2014(1) % change 2015(1) % change 2016
 
(US$ million, except for %)

Ferrous minerals:

         

Iron ore

US$19,301     (36.1)% US$12,330     28.0% US$15,784    

Pellets

5,263     (31.6) 3,600     6.3 3,827    

Ferroalloys and manganese              

392     (58.7) 162     86.4 302    

Other ferrous products and services              

741     (36.6) 470     (6.8) 438    

Subtotal

25,697     (35.5) 16,562     22.9 20,351    

Coal

739     (28.8) 526     59.5 839    

Base metals:

         

Nickel and other products(2)              

6,241     (24.8) 4,693     (4.7) 4,472    

Copper concentrate(3)

1,451     1.3 1,470     13.4 1,667    

Subtotal

7,692     (19.9) 6,163     (0.4) 6,139    

Other products and services(4)

996     (86.6) 133     19.5 159    

Net operating revenues              

US$35,124     (33.4)% US$23,384     17.6% US$27,488    

(1)
Information for the years ended December 31, 2014 and 2015 were re-presented to reflect results of discontinued operations (see note 14 to our consolidated financial statements).
(2)
Includes nickel coproducts (copper) and byproducts (precious metals, cobalt and others).
(3)
Does not include copper produced in our nickel operations.
(4)
Includes energy.

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Sales volumes

          The following table sets forth, for our principal products, the total volumes we sold in each of the periods indicated.

 
Year ended December 31,
 
2014 2015 2016
 
(thousand metric tons, except where indicated)

Ferrous minerals:

     

Iron ore fines

255,877     276,393     289,940    

Pellets

43,682     46,284     47,709    

Manganese

1,879     1,764     1,851    

Ferroalloys

150     69     127    

ROM

14,075     12,269     3,496    

Coal:

     

Thermal coal                     

1,152     892     5,457    

Metallurgical coal              

6,330     5,614     4,907    

Base metals:

     

Nickel

272     292     311    

Copper

353     397     430    

PGMs (000' oz)

577     519     507    

Gold (000' oz)

351     425     497    

Silver (000' oz)

1,889     2,303     2,578    

Cobalt (metric tons)

3,188     3,840     4,734    

Average realized prices

          The following table sets forth our average realized prices for our principal products for each of the periods indicated. We determine average realized prices based on our net operating revenues, which consist of the price charged to customers, excluding certain items that we deduct in arriving at net operating revenues, mainly value-added tax.

 
Year ended December 31,
 
2014 2015 2016
 
(US$ per metric ton, except where indicated)

Ferrous minerals:

     

Iron ore

75.43     44.61     54.44    

Pellets

120.48     77.79     80.26    

Manganese

118.15     56.42     110.87    

Ferroalloys

1,125.83     899.32     757.67    

Coal:

     

Thermal coal              

67.65     52.36     46.17    

Metallurgical coal

104.37     85.55     119.54    

Base metals:

     

Nickel

16,426.47     11,684.30     9,800.00    

Copper

6,015.47     4,352.94     4,458.00    

Platinum (US$/oz)

1,261.87     1,020.14     919.00    

Gold (US$/oz)

1,192.51     1,123.07     1,260.49    

Silver (US$/oz)

19.42     12.63     16.22    

Cobalt (US$/lb)

10.67     9.95     11.01    

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          The following table presents, for each indicated period, our cost of goods sold by segment and the percentage change from year to year. Because significant portions of changes in our cost of goods sold may derive from exchange rate variations, we also present in the table below the effect of exchange variations and the changes on a constant currency basis.

 
Year ended December 31,
 
2016 2015(1) 2016
 
Cost of goods
sold
(US$ million)

Cost of goods
sold
(US$ million)

Variation as
reported
(%)

Exchange rate
impact in 2016
(US$ million)

Variation
without
exchange rate
impact
(US$ million)

Variation -
constant
currency basis
(%)

Ferrous minerals:

           

Iron ore

6,622 7,604 (12.9)% (148 ) (834 ) (11.2)%

Pellets

2,002 2,121 (5.6) (51 ) (68 ) (3.2)

Ferroalloys and manganese

231 175 32.0 (6 ) 62 36.6

Other ferrous products and services

269 341 (21.1) (13 ) (59 ) (18.3)

Subtotal

9,124 10,241 (10.9) (218 ) (899 ) (9.0)

Coal

872 839 3.9 (3 ) 36 4.3

Base metals:

           

Nickel and other products(2)

3,204 3,393 (5.6) (86 ) (103 ) (3.1)

Copper(3)

924 903 2.3 (37 ) 58 6.7

Subtotal

4,128 4,296 (3.9) (123 ) (45 ) (1.1)

Other

259 139 86.3 (6 ) 126 95.3

Total (excluding depreciation)

14,383 15,515 (7.3) (350 ) (782 ) (5.2)

Depreciation

3,267 3,236 1.0 (113 ) 144 4.6

Total (including depreciation)

17,650 18,751 (5.9)% (463 ) (638 ) (3.5)%

 

 
Year ended December 31,
 
2015(1) 2014(1) 2015
 
Cost of goods
sold
(US$ million)

Cost of goods
sold
(US$ million)

Variation as
reported
(%)

Exchange rate
impact in 2015
(US$ million)

Variation
without
exchange rate
impact
(US$ million)

Variation -
constant
currency basis
(%)

Ferrous minerals:

           

Iron ore

7,604 9,532 (20.2)% (1,442 ) (486 ) (6.0)%

Pellets

2,121 2,705 (21.6) (540 ) (44 ) (2.0)

Ferroalloys and manganese

175 261 (33.0) (73 ) (13 ) (6.9)

Other ferrous products and services

341 565 (39.6) (179 ) (45 ) (11.7)

Subtotal

10,241 13,063 (21.6) (2,234 ) (588 ) (5.4)

Coal

839 1,071 (21.7) (80 ) (152 ) (15.3)

Base metals:

           

Nickel and other products(2)

3,393 3,710 (8.5) (336 ) 19 0.6

Copper(3)

903 877 3.0 (258 ) 284 45.7

Subtotal

4,296 4,587 (6.3) (594 ) 303 7.6

Other

139 601 (76.9) (112 ) (350 ) (71.6)

Total (excluding depreciation)

15,515 19,322 (19.7) (3,020 ) (787 ) (4.8)

Depreciation

3,236 3,468 (6.7) (695 ) 463 16.7

Total (including depreciation)

18,751 22,790 (17.7)% (3,715 ) (324 ) (1.7)%

(1)
Information for the years ended December 31, 2014 and 2015 has been re-presented to reflect results of discontinued operations (see note 14 to our consolidated financial statements).
(2)
Includes nickel coproducts (copper) and byproducts (precious metals, cobalt and others).
(3)
Does not include copper produced in our nickel operations.

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          The following table summarizes, for each indicated period, our expenses (including selling, general and administrative, research and evaluation, pre-operating, stoppage and other expenses, net of other revenues) by segment and the percentage change from year to year. Because significant portions of changes in our expenses may derive from exchange rate variations, we also present in the table below the effect of exchange variations and the changes on a constant currency basis. The table excludes the effect of impairment charges. See—Impairment charges.

 
Year ended December 31,
 
2016 2015(1) 2016
 
Expenses
(US$ million)

Expenses
(US$ million)

Variation as
reported
(%)

Exchange rate
impact in 2016
(US$ million)

Variation
without
exchange rate
impact
(US$ million)

Variation -
constant
currency basis
(%)

Ferrous minerals:

           

Iron ore

727 643 13.1% (23 ) 107 17.3%

Pellets

108 19 468.4 89 468.4

Ferroalloys and manganese

15 18 (16.7) (1 ) (2 ) (11.8)

Other ferrous products and services

14 (3 ) (566.7) 2 15 (1500.0)

Subtotal

864 677 27.6 (22 ) 209 31.9

Coal

21 223 (90.6) (1 ) (201 ) (90.5)

Base metals:

           

Nickel and other products(2)

287 668 (57.0) (381 ) (57.0)

Copper(3)

30 41 (26.8) (1 ) (10 ) (25.0)

Other base metals

(150 ) (230 ) (34.8) 80 (34.8)

Subtotal

167 479 (65.1) (1 ) (311 ) (65.1)

Others

274 294 (6.8) 4 (24 ) (8.1)

Total (excluding depreciation)

1,326 1,673 (20.7) (20 ) (327 ) (19.8)

Depreciation

220 483 (54.5) (6 ) (257 ) (53.9)

Total (including depreciation)

1,546 2,156 (28.3)% (26 ) (584 ) (27.4)%

 

 
Year ended December 31,
 
2015(1) 2014(1) 2015
 
Expenses
(US$ million)

Expenses
(US$ million)

Variation as
reported
(%)

Exchange rate
impact in 2015
(US$ million)

Variation
without
exchange rate
impact
(US$ million)

Variation -
constant
currency basis
(%)

Ferrous minerals:

           

Iron ore

643 1,737 (63.0)% (539 ) (555 ) (46.3)%

Pellets

19 59 (67.8) (11 ) (29 ) (60.4)

Ferroalloys and manganese

18 36 (50.0) (9 ) (9 ) (33.3)

Other ferrous products and services

(3 ) 7 (142.9) (1 ) (9 ) (150.0)

Subtotal

677 1,839 (63.2) (560 ) (602 ) (47.1)

Coal

223 365 (38.9) (8 ) (134 ) (37.5)

Base metals:

           

Nickel and other products(2)

668 551 21.2 (27 ) 144 (27.5)

Copper(3)

41 33 24.2 (9 ) 17 (70.8)

Other base metals

(230 )   (230 )

Subtotal

479 584 (18.0) (36 ) (69 ) (12.6)

Others

294 507 (42.0) (153 ) (60 ) (16.9)

Total (excluding depreciation)

1,673 3,295 (49.2) (757 ) (865 ) (34.1)

Depreciation

483 401 20.4 67 15 3.2

Total including depreciation

2,156 3,696 (41.7)% (690 ) (850 ) (28.3)%

(1)
Information for the years ended December 31, 2014 and 2015 were re-presented to reflect results of discontinued operations (see note 14 to our consolidated financial statements).
(2)
Includes nickel coproducts (copper) and byproducts (precious metals, cobalt and others).
(3)
Does not include copper produced in our nickel operations.

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          Our management uses adjusted EBITDA to assess each segment's contribution to our performance and to support decisions about resource allocation. Adjusted EBITDA is a non-GAAP measure, which is calculated for each segment using operating income or loss plus dividends received from joint ventures and associates, and adding back the amounts charged as (i) depreciation, depletion and amortization, (ii) impairment of non-current assets and provisions for losses on onerous contracts and (iii) results on measurement or sale of non-current assets. For more information, see note 3 to our consolidated financial statements.

          The table below shows a reconciliation of our Adjusted EBITDA from continuing operations with our net income (loss) from continuing operations for the years ended December 31, 2016, 2015 and 2014.

 
Year ended December 31,
 
2014 2015 2016
 
(US$ million)

Income (loss) from continuing operations attributable to Vale's stockholders

1,499 (11,929) 5,211

Loss attributable to noncontrolling interests

(308) (501) (8)

Income (loss) from continuing operations

1,191 (12,430) 5,203

Income taxes

1,603 (5,249) 2,781

Impairment and others results in associates and joint ventures

61 349 1,220

Equity results in associates and joint ventures

(501) 445 (309)

Financial results, net

6,018 10,654 (1,843)

Operating income (loss)

8,372 (6,231) 7,052

Impairment of non-current assets and onerous contracts

99 8,769 1,174

Results on measurement or sale of non-current assets

167 (61) 66

Dividends received from associates and joint ventures

568 318 193

Depreciation, depletion and amortization

3,869 3,719 3,487

Adjusted EBITDA from continuing operations

13,075 6,514 11,972

Adjusted EBITDA from discontinued operations (Fertilizers)

278 567 209

Total Adjusted EBITDA

13,353 7,081 12,181

          The following table summarizes Adjusted EBITDA for each of our segments.

 
Year ended December 31,
 
2014 2015 2016
 
Adjusted EBITDA Adjusted EBITDA Adjusted EBITDA
 
(US$ million)

Ferrous minerals:

     

Iron ore

8,076 4,105 8,445

Pellets

2,981 1,685 1,820

Ferroalloys and manganese

95 (31) 56

Other ferrous products and services

169 140 155

Subtotal

11,321 5,899 10,476

Coal

(669) (508) (54)

Base metals:

     

Nickel and other products(1)

1,980 632 985

Copper(2)

541 526 713

Other

230 150

Subtotal

2,521 1,388 1,848

Other(3)

(98) (265) (298)

Total Adjusted EBITDA from continuing operations

13,075 6,514 11,972

Adjusted EBITDA from discontinued operations (Fertilizers)

278 567 209

Total Adjusted EBITDA

13,353 7,081 12,181

(1)
Includes nickel coproducts (copper) and byproducts (precious metals, cobalt and others).
(2)
Does not include copper produced in our nickel operations.
(3)
Includes energy.

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          We discuss below, for each segment, the changes in our net operating revenues, cost of goods sold (excluding depreciation, depletion and amortization), expenses (excluding depreciation, depletion and amortization and excluding impairment charges) and Adjusted EBITDA.

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Financial results, net

          The following table details our net financial results, net, from continuing operations for the periods indicated.

 
Year ended December 31,
 
2014 2015 2016
 
(US$ million)

Financial income(1)

US$389 US$251 US$170

Financial expenses(2)

(2,900) (1,068) (2,677)

Gains (losses) on derivatives, net

(1,334) (2,477) 1,256

Foreign exchange gains (losses), net

(2,076) (7,044) 3,252

Indexation losses, net

(97) (316) (158)

Financial results, net

US$(6,018) US$(10,654) US$1,843

(1)
Includes short-term investments and other financial income (see note 6 to our consolidated financial statements)
(2)
Includes loans and borrowings gross interest, capitalized loans and borrowing costs, financial expenses associated with labor, tax and civil lawsuits, participative stockholders' debentures, expenses of REFIS and others financial expenses (see note 6 to our consolidated financial statements).

          2016 compared to 2015.    In 2016, our financial results, net, was income of US$1.843 billion, compared to an expense of US$10.654 billion in 2015. This principally resulted from:

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          2015 compared to 2014.    Our financial results, net increased 77.0%, to US$10.654 billion in 2015 from US$6.018 billion in 2014. This principally resulted from:

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Equity results in associates and joint ventures

          2016 compared to 2015.    Our equity results in associates and joint ventures increased to a gain of US$309 million in 2016 from a loss of US$445 million in 2015 mostly due to the positive results in 2016 from our equity positions in Companhia Siderurgica do Pecém (US$25 million gain), MRN (US$48 million gain) and California Steel Industries, Inc.—CSI (US$32 million gain), as compared to the negative results in 2015 from Samarco (US$167 million loss), Companhia Siderurgica do Pecém (US$307 million loss), CSI (US$27 million loss) and Companhia Siderurgica do Atlântico—CSA (US$80 million loss).

          2015 compared to 2014.    Our equity results in associates and joint ventures in 2015 decreased to a loss of US$445 million from an income of US$501 million in 2014, mostly due to the negative results from Companhia Siderúrgica do Pecém (US$307 million loss in 2015) and from Samarco (US$167 million loss in 2015) while in 2014 we had a positive result from Samarco (US$392 million income).

Impairment and other results in associates and joint ventures

          2016 compared to 2015.    We recognized a loss resulting from impairment and other results in associates and joint ventures of US$1.220 billion in 2016, of which US$1.109 billion related to our investments in Samarco, US$75 million resulted from the sale of CSA and US$36 million from the sale of Mineração Paragominas. We recognized a loss resulting from impairment and other results in associates and joint ventures of US$349 million in 2015, of which US$446 million related to impairment from investments in associates and joint ventures, which was partially offset by a gain in the sale of our participation in Shandong Yankuang (US$79 million), a coking coal producer, and a gain in the disposal of energy generation assets (US$18 million). See Business overview—Failure of Samarco's tailings dam in Minas Gerais and note 15 to our consolidated financial statements.

          2015 compared to 2014.    In 2015, we recognized a loss resulting from impairment and other results in associates and joint ventures of US$349 million, of which US$132 million resulted from impairment from investments in related to our investment in Samarco and US$314 million related to our investment in TEAL. This was partially offset by US$97 million a gain in the sale of our participation in Shandong Yankuang (US$79 million), a coking coal producer, and a gain in the disposal of energy generation assets (US$18 million). In 2014, we recognized a loss resulting from impairment and other results in associates and joint ventures of US$61 million, primarily resulting from a US$30 million loss resulting from the sale of Vale Florestar.

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Results of discontinued operations

          2016 compared to 2015.    In 2016, we had a net loss from discontinued operations attributable to Vale's stockholders of USS$1.229 billion, compared to a loss of US$200 million in 2015. In December 2016, we entered into an agreement with Mosaic to sell a significant part of our fertilizer business. As a result of this transaction, our fertilizer business is being reported as discontinued operations in our financial statements for the year ended December 31, 2016, and we have re-presented our financial statements for the years ended December 31, 2015 and 2014 accordingly. The net assets of our fertilizer business in our balance sheet as of December 31, 2016 were adjusted to reflect their fair value minus the cost to sell the business, and we recognized a loss in the amount of US$1.738 billion (US$1.147 billion, net of taxes) in "loss from discontinued operations" in our income statement for the year ended December 31, 2016. For more information on our discontinued operations see note 14 to our consolidated financial statements.

Income taxes

          For 2016, we recorded net income tax expense of US$2.781 billion, compared to a net income tax gain of US$5.249 billion in 2015. In 2016, our effective tax rate was 34.8%. The effective tax rate was slightly different from the statutory rate mainly due to US$708 million of unrecognized tax on current year losses, partially offset by the tax incentives for our iron ore, copper and nickel operations in the North and Northeast regions of Brazil. The incentives are calculated based on the taxable income of the incentive activity (tax operating income), taking into account the allocation of tax operating income to different tranches of production during the periods specified for each product. In 2016, this tax incentive structure reduced our net income tax expense by US$344 million.

          For 2015, we recorded net income tax gain of US$5.249 billion, compared to a net income tax expense of US$1.603 billion in 2014. In 2015, our effective tax rate was 29.7%. Tax legislation that became effective in 2015 provides that income of our foreign subsidiaries will be taxed in Brazil, on an accrual basis, applying the differential between the local rate and the Brazilian tax rates. Accordingly, the effective tax rate was different from the statutory rate mainly due to: (i) unrecognized tax losses and (ii) nondeductible impairment, partially offset by the constitution of tax loss forward related to losses at foreign subsidiaries that we were able to recognize due to change of law. Under the legislation that became effective in 2015, the accumulated losses of our foreign subsidiaries as of December 31, 2014 were available to offset their future profits. On September 30, 2015, we filed the required tax return and completed the review of the income tax loss carryforwards available in each foreign subsidiary as of December 31, 2014, which permitted us to recognize a deferred tax asset of US$2.952 billion related to accumulated losses in certain of our foreign subsidiaries.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

          In the ordinary course of business, our principal funding requirements are for capital expenditures, dividend payments and debt service. We have historically met these requirements by using cash generated from operating activities and borrowings, supplemented by dispositions of assets.

          For 2017, we have budgeted capital expenditures of US$4.548 billion, including US$1.846 billion for project execution and US$2.702 billion for sustaining existing operations and replacement projects. A principal amount of US$1.061 billion of our debt matures in 2017.

          We have taken measures to reduce our capital expenditures, and we are constantly evaluating opportunities for additional cash generation. Also, we continue to consider the sale of certain assets and investments, and joint ventures for certain of our businesses. Finally, we are committed to continue the reduction in our costs and expenses to reduce our debt leverage and to maintain discipline in capital allocation.

Sources of funds

          Our principal sources of funds are operating cash flow and borrowings, supplemented by disposition of assets. The amount of operating cash flow is strongly affected by global prices for our products. In 2016, our operating activities generated cash flows from continuing operations of US$6.581 billion, compared to US$4.491 billion in 2015, primarily reflecting the increase in prices of iron ore.

          In 2016, we borrowed US$6.919 billion under our new and existing financing agreements. Our major new borrowing transactions in 2016 are summarized below.

          In 2016, we received US$1.343 billion as a result of divestments and sales of interests in certain joint ventures and investments. The main divestment transactions in 2016 are described below:

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Uses of funds

          In the ordinary course of business, our principal funding requirements are for capital expenditures, dividend payments and debt service.

          Our capital expenditures in 2016, including the fertilizer business, amounted to US$5.482 billion, including US$3.179 billion for project execution and US$2.302 billion dedicated to sustaining existing operations. For more information about the specific projects for which we have budgeted funds, see Information on the CompanyCapital expenditures.

          We paid total dividends of US$250 million in December 2016 (classified as interest on shareholders' equity). We did not repurchase any of our shares in 2016.

          We paid US$388 million in income tax in 2016, excluding the payments in connection with REFIS, compared to US$544 million in 2015. In connection with our participation in the REFIS, our outstanding commitment totals US$5.419 billion, which will be paid in 142 monthly installments. In 2016, we paid a total of US$417 million in connection with the REFIS.

          In 2016, we repaid US$5.565 billion in debt that was set to mature in future years. Our main liability management transactions in the year are summarized below.

Debt

          As of December 31, 2016, our total outstanding debt was US$29.322 billion (including US$28.691 billion of principal and US$631 million of accrued interest) compared with US$28.853 billion at the end of 2015. As of December 31, 2016, US$472 million of our debt was secured by liens on some of our assets. As of December 31, 2016, the weighted average of the remaining term of our debt was 7.9 years, compared to 8.1 years in 2015.

          As of December 31, 2016, the short-term debt and the current portion of long-term debt was US$1.660 billion, including charges.

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          Our major categories of long-term indebtedness are described below. The principal amounts given below include the current portion of long-term debt and exclude accrued charges.

          We have a variety of credit lines available, including the following, as of December 31, 2016:

          Some of our long-term debt instruments contain financial covenants. In particular, instruments representing approximately 21% of the aggregate principal amount of our total debt require that we maintain, as of the end of each quarter, (a) a consolidated ratio of total debt to adjusted EBITDA for the past 12 months not exceeding 4.5 to one and (b) a consolidated interest coverage ratio of at least 2.0 to one. These covenants appear in our financing agreements with BNDES, with other export and development agencies, and with some other lenders. During the last quarter of 2015, we agreed with lenders under these agreements to amend the leverage ratio to require a ratio of 5.5 to one through the end of 2016 in order to give us flexibility to finalize our investment cycle. As of December 31, 2016, (i) our consolidated ratio of total debt to adjusted EBITDA for the past 12 months was 2.4 to one and (ii) our consolidated interest coverage ratio was 6.9 to one.

          As of December 31, 2016, the corporate guarantees we provided (corresponding to our direct or indirect interest) for the companies Norte Energia S.A. and Companhia Siderúrgica do Pecém S.A. totaled US$361 million and US$1.450 billion, respectively.

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CONTRACTUAL OBLIGATIONS

          The following table summarizes our contractual obligations as of December 31, 2016. This table excludes other common non-contractual obligations that we may have, including pension obligations, deferred tax liabilities and contingent obligations arising from uncertain tax positions, all of which are discussed in the notes to our consolidated financial statements.

 
Payments due by period
 
Total Less than
1 year
2018 2019 2020 Thereafter
 
(US$ million)

Debt less accrued interest

28,691 1,061 3,824 3,449 3,857 16,500

Interest payments(1)

13,635 1,583 1,369 1,211 1,010 8,462

Operating lease obligations(2)

1,029 149 134 131 130 485

Purchase obligations(3)

4,388 2,572 363 186 140 1,127

Total

US$47,743 US$5,365 US$5,690 US$4,977 US$5,137 US$26,574

(1)
Consists of estimated future payments of interest on our loans, financings and debentures, calculated based on interest rates and foreign exchange rates applicable as of December 31, 2016 and assuming that (i) all amortization payments and payments at maturity on our loans, financings and debentures will be made on their scheduled payments dates, and (ii) our perpetual bonds are redeemed on the first permitted redemption date. Amounts do not include derivatives transactions.
(2)
Amounts include fixed payments related to the operating lease contracts for the pellet plants.
(3)
The purchase obligations derive mainly from take or pay contracts, contracts for the acquisition of fuel and the acquisition of raw materials and services. For more information, see note 32 to our consolidated financial statements.


OFF-BALANCE SHEET ARRANGEMENTS

          As of December 31, 2016, we did not have any off-balance sheet arrangements as defined in the Form 20-F not disclosed in our consolidated financial statements.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

          We believe that the following are our critical accounting policies. We consider an accounting policy to be critical if it is important to our financial condition and results of operations and if it requires significant judgments and estimates on the part of our management.

Mineral reserves and useful life of mines

          We regularly evaluate and update our estimates of proven and probable mineral reserves. Our proven and probable mineral reserves are determined using generally accepted estimation techniques. Calculating our reserves requires us to make assumptions about future conditions that are uncertain, including future ore and metal prices, currency prices, inflation rates, mining technology, availability of permits, production and capital costs. Changes in some or all of these assumptions could have a significant impact on our recorded proven and probable reserves.

          The estimated volume of mineral reserves is used as basis for the calculation of depletion of the mineral properties and also for the estimated useful life, which is a major factor to quantify the provision for asset retirement obligation, environmental recovery of mines and impairment of long lived assets. Any changes to the estimates of the volume of mine reserves and the useful lives of assets may have a significant impact on the depreciation, depletion and amortization charges and assessments of impairment.

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Asset retirement obligation

          Expenditures relating to ongoing compliance with environmental regulations are charged against earnings or capitalized as appropriate. These ongoing programs are designed to minimize the environmental impact of our activities.

          We recognize a liability for the fair value of our estimated asset retirement obligations in the period in which they are incurred, if a reasonable estimate can be made. We consider the accounting estimates related to reclamation and closure costs to be critical accounting estimates because:

          Our executive officers define the policies and procedures that are used to evaluate our asset retirement obligations. The future costs of retirement of our mines and processing assets at all our sites are reviewed annually, in each case considering the actual stage of exhaustion and the projected exhaustion date of each mine and site. The future estimated retirement costs are discounted to present value using a credit-adjusted risk-free interest rate.

          As of December 31, 2016, we estimated the fair value of our total asset retirement obligations to be US$2.877 billion.

Impairment of non-current assets and onerous contract

          Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal ("FVLCS") and value in use ("VIU").

          FVLCS is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal. VIU model is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form. VIU is determined by applying assumptions specific to the company's continued use and cannot take into account future development. These assumptions are different to those used in calculating fair value and consequently the VIU calculation is likely to give a different result to a FVLCS calculation.

          The future cash flows are based on the current life-of-mine plan or long-term production plan for the cash-generating unit. Assets that have an indefinite useful life and are not subject to amortization, such as goodwill, are tested annually for impairment.

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          For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash Generating Units (CGUs)). Goodwill is allocated to Cash Generating Units or Cash Generating Units groups that are expected to benefit from the business combinations in which the goodwill arose and are identified in accordance with the operating segment.

          Non-current assets (excluding goodwill) in which the company recognized impairment in the past are reviewed whenever events or changes in circumstances indicate that the impairment may no longer be applicable. In such cases, an impairment reversal will be recognized.

          For onerous contracts, provision is recognized for the present value of certain long-term contracts where the unavoidable cost of meeting the company's obligations exceed the economic benefits to be receive under it.

Fair values of derivatives and other financial instruments

          Derivatives transactions that are not qualified for hedge accounting are classified and presented as an economic hedge, as we use derivative instruments to manage our financial risks as a way of hedging against these risks. Derivative financial instruments are recognized as assets or liabilities in the balance sheet and are measured at their fair values. Changes in the fair values of derivatives are recorded in income statement or in stockholders' equity when the transaction is eligible for effective hedge accounting.

          We use well-known market participants' valuation methodologies to compute the fair value of instruments. To evaluate the financial instruments, we use estimates and judgments related to present values, taking into account market curves, projected interest rates, exchange rates, counterparty (credit) risk adjustments, forward market prices and their respective volatilities, when applicable. We evaluate the impact of credit risk on financial instruments and derivative transactions, and we enter into transactions with financial institutions that we consider to have a high credit quality. The financial institution's credit risk tracking is performed making use of a credit risk valuation methodology that considers, among other information, published ratings provided by international rating agencies and other management judgments.

Deferred income taxes

          We recognize deferred tax effects of tax loss carryforwards and temporary differences in our consolidated financial statements. We record a valuation allowance when we believe that it is probable that tax assets will not be fully recoverable in the future.

          Deferred tax assets arising from tax losses, negative social contribution basis and temporary differences are registered taking into consideration the analysis of future performance, based on economic and financial projections, prepared based on internal assumptions and macroeconomic, trade and tax scenarios that may be subject to changes in future.

          When we prepare our consolidated financial statements, the provision for income tax is calculated individually for each entity in the group based on Brazilian tax rates, on an accrual basis, by applying the differential between the nominal local tax rates (based on rules in force in the location of the entity) and the Brazilian rate.

          Determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance to be recorded against our net deferred tax assets requires significant management judgment, estimates and assumptions about matters that are highly uncertain. For each income tax asset, we evaluate the likelihood of whether some portion or the entire asset will not be realized. The valuation allowance made in relation to accumulated tax loss carryforwards depends on our assessment of the probability of generation of future taxable profits within the legal entity in which the related deferred tax asset is recorded, based on our production and sales plans, commodity prices, operating costs, environmental costs, group restructuring plans for subsidiaries and site reclamation costs and planned capital costs.

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Litigation

          We disclose material contingent liabilities unless the possibility of any loss arising is considered remote, and we disclose material contingent assets where the inflow of economic benefits is probable. We discuss our material contingencies in Note 28 to our consolidated financial statements.

          We record an estimated loss from a loss contingency when information available prior to the issuance of our financial statements indicates that it is probable that an outflow of resources will be required to settle an obligation, and the amount of the loss can be reasonably estimated. In particular, given the nature of Brazilian tax legislation, the assessment of potential tax liabilities requires significant management judgment. By their nature, contingencies will only be resolved when one or more future events occurs or fails to occur, and typically those events will occur a number of years in the future. Assessing such liabilities, particularly in the Brazilian legal environment, inherently involves the exercise of significant management judgment and estimates of the outcome of future events.

          The provision for litigation as of December 31, 2016, totaling US$839 million, consists of provisions of US$534 million for labor, US$84 million for civil, US$214 million for tax and US$7 million for environmental claims. Claims for which the likelihood of loss, in our opinion and based on the advice of our legal counsel, is reasonably possible but not probable, and for which we have not made provisions, amounted to a total of US$13.427 billion as of December 31, 2016, including claims of US$2.418 billion for labor claims, US$1.502 billion for civil claims, US$7.636 billion for tax claims and US$1.871 billion for environmental claims.

Employee post-retirement benefits

          We sponsor defined benefit pension and other post-retirement benefit plans covering some of our employees. The determination of the amount of our obligations for these benefits depends on certain actuarial assumptions. These assumptions are described in Note 29 to our consolidated financial statements and include, among others, the discount rate, the expected long-term rate of return on plan assets and increases in salaries.

Provision related to the dam failure of Samarco Mineração S.A.

          The provision requires the use of assumptions that may be mainly affected by: (i) changes in scope of work required under the Framework Agreement as result of further technical analysis, (ii) uncertainty regarding the timing of resumption of Samarco's operations; (iii) updates in the discount rate; and (iv) resolution of existing and potential legal claims. As a result, future expenditures may differ from the amounts currently provided and changes to key assumptions could result in a material impact to the amount of the provision in future reporting periods.

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RISK MANAGEMENT

          The aim of our risk management strategy is to promote enterprise-wide risk management that supports the achievement of our objectives, financial strength and flexibility and business continuity.

          We developed an integrated framework for managing risk, which considers the impact on our business of not only market risk factors (market risk), but also risks arising from third-party obligations (credit risk), risks associated with inadequate or failed internal processes, people, systems or external events (operational risk) and risks associated with political and regulatory conditions in countries in which we operate (political risk), among others.

          In order to achieve this objective and to further improve our corporate governance practices, our Board of Directors has established a company-wide risk management policy and an Executive Risk Management Committee. The risk management policy requires that we regularly evaluate and monitor the corporate risks on a consolidated basis in order to guarantee that our overall risk level remains in accordance with our strategic guidelines.

          See note 22 to our consolidated financial statements for quantitative information about risks relating to financial instruments, including financial instruments entered into pursuant to our risk management policies.

Market risk

          We are exposed to various market risk factors that can impact our cash flow. An assessment of the potential impact of the consolidated market risk exposure is performed periodically to support the decision making process regarding the risk management strategy, which may incorporate financial instruments, including derivatives. The financial instrument portfolio is monitored on a monthly basis, enabling us to properly evaluate financial results and their impact on cash flow, and ensure correlation between the strategies implemented and the proposed objectives.

          Considering the nature of our business and operations, the main market risk factors that we are exposed to are:

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Credit risk

          We are exposed to credit risk arising from trade receivables, derivative transactions, guarantees, down payment for suppliers and cash investments. Our credit risk management process provides a framework for assessing and managing counterparties' credit risk and for maintaining our risk at an acceptable level.

          We assign an internal credit rating and a credit limit to each counterparty using our own quantitative methodology for credit risk analysis, which is based on market prices, external credit ratings and financial information of the counterparty, as well as qualitative information regarding the counterparty's strategic position and history of commercial relations.

          Based on the counterparty's credit risk, risk mitigation strategies may be used to manage our credit risk. The main credit risk mitigation strategies include non-recourse discount of receivables, insurance instruments, letters of credit, corporate and bank guarantees, mortgages, among others.

          From a geographic standpoint, we have a diversified accounts receivable portfolio, with Asia, Europe and Brazil, the regions with the most significant exposure. According to each region, different guarantees can be used to enhance the credit quality of the receivables. We monitor the counterparty exposure in the portfolio periodically and we block additional sales to customers in delinquency.

          To manage the credit exposure arising from cash investments and derivative instruments, credit limits are approved to each counterparty to which we have credit exposure. We control the portfolio diversification and monitor different indicators of solvency and liquidity of our different counterparties that were approved for trading.

Operational risk

          Operational risk management is the structured approach we take to manage uncertainty related to internal and external events. Internal events consist of inadequate or failed internal processes, people and systems, while external events include natural or third party-caused operational catastrophes, regulatory, political, economic or social actions taken by governments or other key stakeholders.

          We mitigate operational risk with new controls and improvement of existing ones, new mitigation plans and transfer of risk through insurance. We seek a clear view of the major risks we are exposed to, the cost-benefit on mitigation plans and the controls in place to closely monitor the impact of operational risks and to efficiently allocate capital to reduce it.

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III.           SHARE OWNERSHIP AND TRADING

MAJOR SHAREHOLDERS

          Our corporate capital is currently composed of 3,217,188,402 common shares and 2,027,127,718 preferred shares, including 12 golden shares issued to the Brazilian government. Holders of our preferred shares and the golden shares are generally entitled to the same voting rights as holders of common shares, except with respect to the election of members of the Board of Directors, and are entitled to certain preferential dividends as described below. The 12 golden shares owned by the Brazilian government have veto powers over certain actions, such as changes to our name, the location of our headquarters and our corporate purpose as it relates to mining activities.

          Valepar is Vale's controlling shareholder. Valepar is a special-purpose company organized under the laws of Brazil that was incorporated for the sole purpose of holding an interest in Vale. Valepar does not have any other business activity. Valepar acquired its controlling stake in Vale from the Brazilian government in 1997 as part of the first stage of Vale's privatization.

          The following table sets forth information regarding ownership of Vale shares by the shareholders we know beneficially own more than 5% of any class of our outstanding capital stock, and by our directors and executive officers as a group, as of December 31, 2016.

 
Common shares owned % of class Preferred shares owned % of class

Valepar(1)

1,716,435,045 53.9% 20,340,000 1.0%

BNDESPAR(2)

206,378,882 6.5% 66,185,272 3.4%

Capital Group International, Inc.(3)

n/a n/a 202,763,494 10.0%

Capital Research Global Investors(3)

n/a n/a 220,419,398 10.9%

Directors and executive officers as a group

9,300 Less than 1.0% 1,645,064 Less than 1.0%

(1)
See the tables below for information about Valepar's shareholders.
(2)
BNDESPAR is a wholly-owned subsidiary of BNDES. The figures for BNDESPAR do not include common shares owned by Valepar.
(3)
Based on notices provided to the Company pursuant to Brazilian law by Capital Group International, Inc. (CGII) and Capital Research Global Investors (CRGI) in August 2016. According to the notices, (a) CGII and CRGI are part of the same economic group, (b) the economic group also includes Capital World Investors (CWI), which together with CRGI is a division of Capital Research and Management Company, and (c) CWI holds 5,620,000 additional preferred shares, corresponding to 0.28% of Vale's preferred shares.

          The table below sets forth information regarding ownership of Valepar common shares as of December 31, 2016.

 
Common shares owned % of class

Valepar shareholders

   

Litel Participações S.A.(1)

637,443,857 49.00    

Eletron S.A. 

380,708 0.03    

Bradespar S.A.(2)

275,965,821 21.21    

Mitsui

237,328,059 18.24    

BNDESPAR

149,787,385 11.51    

Total

1,300,905,830 100.00%

(1)
Litel also owns 200,864,272 preferred class A shares of Valepar, which represents 71.41% of the preferred class A shares. Litela Participações S.A. ("Litela"), an affiliate of Litel, also owns 80,416,931 preferred class A shares of Valepar, which represents 28.59% of the preferred class A shares.
(2)
Bradespar is controlled by a control group consisting of Cidade de Deus—Cia. Comercial Participações, Fundação Bradesco, NCF Participações S.A. and Nova Cidade de Deus Participações S.A.

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          The table below sets forth information regarding ownership of Litel Participações S.A., one of Valepar's shareholders, as of December 31, 2016.

 
Common shares owned % of class

Litel Participações S.A. shareholders(1)

   

BB Carteira Ativa

222,125,498 80.62

Carteira Ativa II

31,688,469 11.50

Carteira Ativa III

19,115,635 6.94

Singular FIA

2,583,921 0.94

Caixa de Previdência dos Funcionários do Banco do Brasil

168 0.00

Others

658 0.00

Total

275,514,349 100.00 %

(1)
Each of BB Carteira Ativa and Carteira Ativa II is a Brazilian investment fund. BB Carteira Ativa is 100.00% owned by Caixa de Previdência dos Funcionários do Banco do Brasil ("Previ"). Carteira Ativa II is 100% owned by Funcef. Carteira Ativa III is 100% owned by Petros. Singular is 100% owned by Fundo de Investimentos em Cotas de Fundo de Investimento em Ações VRD ("FIC de FI em Ações VRD"). FIC de FI em Ações VRD is 100% owned by Fundação Cesp. Each of Previ, Petros, Funcef and Fundação Cesp is a Brazilian pension fund.

          The shareholders of Valepar are party to a shareholders' agreement dated April 24, 1997, which expires on May 9, 2017 (the "existing Valepar shareholders' agreement"). A new shareholder's agreement among Litel, Litela, Bradespar, Mitsui and BNDESPAR, shareholders of Valepar, dated February 19, 2017 (the "February 2017 shareholders' agreement"), will become effective immediately after expiration of the existing agreement for a period of six months or until the merger of Valepar into Vale. In addition to provisions relating to voting rights and rights of first refusal for the acquisition of the controlling shareholders' shares, which are generally similar to the provisions under the existing shareholder's agreement of Valepar, pursuant to the February 2017 shareholders' agreement, Valepar is expected to make a proposal for eventually enabling Vale to be listed on BM&FBOVESPA's Novo Mercado special segment and making Vale a company without defined control. See —Changes in our shareholding structure and share ownership by controlling shareholders.

          Each of the existing Valepar shareholders' agreement and the February 2017 shareholders' agreement:

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          Pursuant to each of the existing Valepar shareholders' agreement and the February 2017 shareholders' agreement, Valepar cannot support any of the actions described below with respect to Vale without the consent of at least 75% of the holders of Valepar's common shares:

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          The February 2017 shareholders' agreement adds additional actions to this list, including:

          Pursuant to the February 2017 shareholders' agreement, the disposal of shares of Vale owned by Valepar is subject to approval of 95% of the common shares subject to the agreement.

Changes in our shareholding structure and share ownership by controlling shareholders

          If we successfully implement the changes in our shareholder structure described below, Litel, Bradespar, Mitsui and BNDESPAR, which are currently shareholders of Valepar, will become shareholders of Vale and will enter into a new shareholder's agreement (the "proposed Vale shareholders' agreement").

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          Pursuant to the February 2017 shareholders' agreement, Valepar is expected to make a proposal to simplify our shareholding structure and corporate governance, with the purpose of eventually enabling Vale to be listed on BM&FBOVESPA's Novo Mercado special segment and making Vale a company without defined control.

          The initial proposal comprises, beyond the performance of all acts and procedures imposed by the applicable legal provisions and rules, the following indivisible and interdependent steps to simplify our shareholding structure, which are subject to approval by our executive officers, Board of Directors and shareholders:

          Pursuant to item (iii) above, Valepar's shareholders will receive 1.2065 of our common shares for each Valepar share held by them. As a result, we will issue 173,543,667 new common shares, all registered and without par value, in favor of Valepar's shareholders. Consequently, Valepar's shareholders will own 36.73% of our outstanding common stock after the merger of Valepar.

          The R$3,073 million goodwill balance carried on Valepar's financial statements and its future use by Vale will not be subject to capitalization in favor of Valepar's shareholders, but will be for the benefit of all of our shareholders. Valepar will hold at the time of the merger enough cash and cash equivalents to fully settle its liabilities.

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          We cannot predict how long it will take to implement each of these steps or whether they will be successfully implemented. The implementation of the proposal is subject to the approval of the proposal, including the merger of Valepar into us, by the executive officers, board of directors and shareholders of Vale and Valepar, and the acceptance initially by at least 54.09% of class A preferred shares of the voluntary conversion, as mentioned in item (i) above, within the maximum term of 45 days from the shareholders' meeting decision on the matter, resulting in a combined shareholding interest held by the shareholders of less than 50% of our total common shares.

          After the simplification of our corporate ownership structure pursuant to the proposal, we will seek to list our common shares on the Novo Mercado segment of the BM&FBOVESPA. However, such listings are dependent on a number of factors, over which we have no control, including approvals by our shareholders and the applicable regulators, and the conversion of all of our preferred shares into common shares.

          The proposal will also contemplate the execution of a shareholders' agreement at Vale level on the date of effectiveness of the merger of Valepar into us, if the merger is approved, by Litel, Bradespar, Mitsui and BNDESPAR to give us greater stability and to adapt our corporate governance structure during the period of transition to a new corporate structure without defined control. For six months from the date of entry into force of the Vale shareholder's agreement, the controlling shareholders will be under certain restrictive obligations with respect to trading of our shares. The following are key provisions of the proposed Vale shareholders' agreement:

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RELATED PARTY TRANSACTIONS

          We have a policy on related party transactions, which sets forth rules and principles to ensure transparency and arm's-length terms in our transactions with related parties and other situations of potential conflicts of interest. Pursuant to that policy and our bylaws, our Governance and Sustainability Committee is responsible for issuing reports about potential conflicts of interest between us and our shareholders or management and for reviewing the procedure and terms of related party transactions that are submitted to our Board of Directors for approval. Under the policy, if we identify a conflict of interest with a shareholder, then that shareholder or its representative may not participate in any discussions related to the transaction at any shareholders' meeting and will only have access to publicly available information about the matter. The policy also prohibits the extension of any loans to related parties other than our subsidiaries and affiliated companies. For information regarding investments in associate companies and joint ventures and for information regarding transactions with major related parties, see Notes 15 and 31 of our consolidated financial statements.

          We have engaged, and expect to continue to engage, in arm's-length transactions with certain entities controlled by, or affiliated with, our controlling shareholders, including the following:

          Bradespar, a controlling shareholder of Valepar, is controlled by a group of entities that also control Banco Bradesco S.A. ("Bradesco"). Bradesco and its affiliates are full service financial institutions that have performed, and may perform in the future, investment banking, advisory or general financing and banking services for us and our affiliates, from time to time, in the ordinary course of business.

          Previ, a pension fund of the employees of Banco do Brasil S.A. ("Banco do Brasil"), owns 100% of the investment fund BB Carteira Ativa, which holds the majority of the common equity of Litel Participações S.A., which holds 49% of the common equity of Valepar. Banco do Brasil appoints three out of the six members of Previ's senior management. An affiliate of Banco do Brasil is the manager of BB Carteira Ativa. Banco do Brasil is also a full service financial institution, and Banco do Brasil and its affiliates have performed, and may perform in the future, investment banking, advisory or general financing and banking services for us and our affiliates, from time to time, in the ordinary course of business.

          We have commercial relationships in the ordinary course of our business with Mitsui, a large Japanese conglomerate and a shareholder of Valepar. Mitsui has direct investments in some of our subsidiaries, joint ventures and associated companies. Mitsui has a minority stake in our subsidiary MVM Resources International B.V., which controls the Bayóvar (Peru) phosphate operations. Mitsui is also our joint venture partner at VLI. We have an investment agreement with Mitsui in connection with our coal business in Mozambique (see Information on the CompanyBusiness overview—Significant changes in our business).

          BNDES is the Brazilian state-owned development bank and the parent company of one of our major shareholders, BNDESPAR. Below is a description of our main transactions with BNDES:

          We and BNDES are parties to a contract relating to authorizations for mining exploration. This contract, which we refer to as the Mineral Risk Contract, provides for the joint development of certain unexplored mineral deposits that form part of our Northern System, except for our iron ore and manganese ore deposits which were specifically excluded from the contract, as well as proportional participation in any profits earned from the development of such resources. In 2007, the Mineral Risk Contract was extended indefinitely, with specific rules for all exploration projects and exploration targets and mineral rights covered under the contract.

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          BNDES has provided us with credit lines of R$7.3 billion (US$2.2 billion) to finance our investment program, facilities totaling R$985 million (US$302 million) to finance the acquisition of equipment in Brazil, a R$3.9 billion (US$1.2 billion) financing for our CLN 150 Mtpy project and a R$6.2 billion (US$1.9 billion) financing for our S11D project and its infrastructure (CLN S11D). For more information on our transactions with BNDES, see Operating and financial review and prospectsLiquidity and capital resources.

          BNDES holds a total of R$1.289 billion (US$396 million), in debentures of our subsidiary Salobo Metais S.A., with a right to subscribe for Salobo's preferred shares in exchange for part of the outstanding debentures, which right expires two years after Salobo reaches an accumulated revenue equivalent to 200,000 tons of copper.

          BNDES holds debentures issued by Vale exchangeable into common shares of VLI.

          BNDESPAR is in the control group of several Brazilian companies with which we have commercial relationships in the ordinary course of our business.

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DISTRIBUTIONS

          Our shareholders approved our new dividend policy at the shareholders' meeting held on April 25, 2016. Distributions may be classified as "dividends" or "interest on shareholders' equity," for Brazilian tax purposes, and references to "dividends" should be understood to cover all distributions, regardless of their classification, unless otherwise stated. Pursuant to the new dividend policy, our Board of Executive Officers proposes dividend payments to the Board of Directors, which approves the amount of dividend distributions based on the context of the company's business, taking into consideration, among other factors, our debt level and expected future commitments of cash.

          Pursuant to our new dividend policy, dividends will be paid in two installments. The first installment must be proposed by the Executive Officers and, if approved by the Board of Directors, paid in October of each year. The second installment must be proposed during the first three months of the subsequent fiscal year and, if approved by the annual shareholders' meeting, paid in April. The amount of the first installment must be determined based on the accumulated results for the year and expected free cash flow for the remainder of the year. The second installment will be included in the results from the allocation of net income proposed for the preceding fiscal year. The distribution amount of the first installment is expressed in U.S. dollars and payment is made in reais upon the conversion of the proposed amount in U.S. dollars to reais based on the PTAX-Option 5 exchange rate published by the Brazilian Central Bank on the business day prior to the meeting of our Board of Directors on which payment is approved. The distribution amount of the second installment is expressed and paid in reais. Our board of executive officers may propose additional dividend payments to our Board of Directors, based on analysis of our cash flows and the availability of profits or reserves of profits.

          We typically pay the same amount per share on both common and preferred shares. Under Brazilian law and our bylaws, we are required to distribute to our shareholders an annual amount equal to not less than 25% of the distributable amount, referred to as the mandatory dividend, unless the Board of Directors advises our shareholders at our shareholders' meeting that payment of the mandatory dividend for the preceding year is inadvisable in light of our financial condition. For a discussion of dividend distribution provisions under Brazilian corporate law and our bylaws, see Additional information.

          The tax regime applicable to distributions to ADR and to non-resident shareholders will depend on whether those distributions are classified as dividends or as interest on shareholders' equity. See Additional informationTaxation—Brazilian tax considerations.

          By law, we are required to hold an annual shareholders' meeting by April 30 of each year at which an annual dividend may be declared. Additionally, our Board of Directors may declare interim dividends. Under Brazilian corporate law, dividends are generally required to be paid to the holder of record on a dividend declaration date within 60 days following the date the dividend was declared, unless a shareholders' resolution sets forth another date of payment, which, in either case, must occur prior to the end of the fiscal year in which the dividend was declared. A shareholder has a three-year period from the dividend payment date to claim dividends (or payments of interest on shareholders' equity) in respect of its shares, after which we will have no liability for such payments.

          We make cash distributions on the common shares and preferred shares underlying the ADSs in reais to the custodian on behalf of the depositary. The custodian then converts such proceeds into U.S. dollars and transfers such U.S. dollars to be delivered to the depositary for distribution to holders of ADRs net of the depositary's fees. For information on taxation of dividend distributions, see Additional informationTaxation—Brazilian tax considerations.

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          The following table sets forth the cash distributions we paid to holders of common shares and preferred shares for the periods indicated. Amounts have been restated to give effect to stock splits that we carried out in subsequent periods. Amounts are stated before any applicable withholding tax.

 
 
Reais per share  
 
Year Payment date Dividends Interest on equity Total U.S. dollars per share(1) U.S. dollars total
(US$ million)(1)

2012

April 30 1.08 1.08 0.59 3,000

October 31 0.66 0.53 1.19 0.58 3,000

2013

April 30 0.15 0.71 0.86 0.44 2,250

October 31 0.12 0.82 0.94 0.44 2,250

2014

April 30 0.90 0.90 0.41 2,100

October 31 0.34 0.65 0.99 0.41 2,100

2015

April 30 0.60 0.60 0.19 1,000

October 31 0.37 0.37 0.10 500

2016

December 16 0.17 0.17 0.05 250

(1)
As approved by the Board of Directors.


TRADING MARKETS

          Our publicly traded share capital consists of common shares and preferred shares, each without par value. Our common shares and our preferred shares are publicly traded in Brazil on the BM&FBOVESPA, under the ticker symbols VALE3 and VALE5, respectively. Our common shares and preferred shares also trade on the LATIBEX, under the ticker symbols XVALO and XVALP, respectively. The LATIBEX is a non-regulated electronic market created in 1999 by the Madrid stock exchange in order to enable trading of Latin American equity securities.

          Our common ADSs, each representing one common share, and our preferred ADSs, each representing one preferred share, are traded on the New York Stock Exchange ("NYSE"), under the ticker symbols VALE and VALE.P, respectively. Our common ADSs and preferred ADSs are traded on Euronext Paris, under the ticker symbols VALE3 and VALE5, respectively. Citibank N.A. serves as the depositary for both the common and the preferred ADSs. On March 1, 2017, there were 1,365,783,260 ADSs outstanding, 773,593,512 common ADSs and 592,189,748 preferred ADSs, representing 56.6% of our outstanding common shares and 43.4% of our outstanding preferred shares, or 26.5% of our total share capital.

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SHARE PRICE HISTORY

          The following table sets forth trading information for our ADSs, as reported by the New York Stock Exchange and our shares, as reported by the BM&FBOVESPA, for the periods indicated. Share prices in the table have been adjusted to reflect stock splits.

 
BM&F BOVESPA (Reais per share) NYSE (US$ per share)
 
Common share Preferred share Common ADS Preferred ADS
 
High Low High Low High Low High Low

2012

45.87 32.45 53.41 32.12 37.08 15.88 32.50 15.67

2013

44.10 28.39 42.60 26.00 21.49 12.63 20.88 11.47

2014

               

1Q

35.71 29.26 32.73 25.90 15.25 12.42 14.01 10.93

2Q

33.34 28.40 30.12 25.47 15.07 12.62 13.61 11.19

3Q

32.92 26.54 29.36 23.30 14.83 10.87 13.23 9.49

4Q

28.31 18.69 24.80 16.00 11.80 6.86 10.31 5.89

2015

               

1Q

22.84 17.94 20.10 15.45 8.69 5.65 7.63 4.85

2Q

27.06 17.54 20.30 14.95 8.80 5.58 6.66 4.77

3Q

19.94 15.35 16.00 12.27 5.90 4.03 5.00 3.21

4Q

20.79 11.65 16.26 9.32 5.48 3.07 4.31 2.43

2016

               

1Q

17.58 8.60 12.78 6.57 4.65 2.15 3.42 1.60

2Q

21.76 14.02 16.68 11.24 6.07 3.91 4.66 3.02

3Q

19.12 16.02 16.17 12.78 6.07 4.82 5.05 3.79

4Q

31.03 17.65 27.84 15.55 9.16 5.45 8.20 4.78

Last six months

               

October 2016

22.14 17.65 20.80 15.55 6.95 5.45 6.58 4.78

November 2016

31.01 21.61 27.50 20.45 9.10 6.67 8.00 6.30

December 2016

31.03 25.19 27.84 21.78 9.16 7.62 8.20 6.64

January 2017

34.13 25.06 32.38 22.85 10.78 7.62 10.26 6.89

February 2017

36.43 29.92 34.24 28.60 11.52 9.56 10.87 9.10

March 2017

33.32 29.00 31.87 27.29 10.69 9.30 10.26 8.77


DEPOSITARY SHARES

          Citibank N.A. serves as the depositary for our ADSs. ADR holders are required to pay various fees to the depositary, and the depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

          ADR holders are required to pay the depositary amounts in respect of expenses incurred by the depositary or its agents on behalf of ADR holders, including expenses arising from compliance with applicable law, taxes or other governmental charges, facsimile transmission or conversion of foreign currency into U.S. In this case, the depositary may decide in its sole discretion to seek payment by either billing holders or by deducting the fee from one or more cash dividends or other cash distributions. The depositary may recover any unpaid taxes or other governmental charges owed by an ADR holder by billing such holder, by deducting the fee from one or more cash dividends or other cash distributions, or by selling underlying shares after reasonable attempts to notify the holder, with the holder liable for any remaining deficiency.

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          ADR holders are also required to pay additional fees for certain services provided by the depositary, as set forth in the table below.

Depositary service Fee payable by ADR holders

Issuance of ADSs upon deposit of shares, excluding issuances as a result of distributions described in the following item

Up to US$5.00 or less per 100 ADSs (or fraction thereof) issued

Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares)

Up to US$5.00 or less per 100 ADSs (or fraction thereof) held

Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements)

Up to US$5.00 or less per 100 ADSs (or fraction thereof) held

Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs

Up to US$5.00 or less per 100 ADSs (or portion thereof) held

Delivery of deposited property against surrender of ADSs

Up to US$5.00 or less per 100 ADSs (or portion thereof) surrendered

ADS services

Up to US$5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the depositary

          The depositary may deduct applicable depositary fees and charges from the funds being distributed in the case of cash distributions. For distributions other than cash, the depositary will invoice the amount of the applicable depositary fees to the applicable holders.

          In June 2016, we terminated our HDR program, and in July 2016 we concluded the delisting of HDRs from the Hong Kong Stock Exchange.

Additional Charges

          The holders, beneficial owners, persons depositing shares and persons surrendering ADSs for cancellation and for the purpose of withdrawing deposited securities are also subject to the following charges: (i) taxes (including applicable interest and penalties) and other governmental charges; (ii) registration fees as may be applicable from time to time; (iii) reimbursement of certain expenses as provided in the deposit agreement; (iv) the expenses and charges incurred by the depositary in the conversion of foreign currency; (v) certain fees and expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements; and (v) certain fees and expenses incurred in connection with the delivery or servicing of deposited shares, as provided for under the deposit agreement.

          The depositary reimburses us for certain expenses we incur in connection with the ADR programs and other expenses, subject to a ceiling agreed between us and the depositary from time to time. These reimbursable expenses currently include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADR holders. The depositary also agreed to make an additional reimbursement annually based on the issuance and cancellation fees, dividend fees and depositary service fees charged by the depositary to our ADS holders. In this context, for the year ended December 31, 2016, Citibank N.A. reimbursed us US$3.202 million.


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

          Vale did not engage in any share repurchase program during 2016.

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IV.  MANAGEMENT AND EMPLOYEES

MANAGEMENT

Board of Directors

          Our Board of Directors sets general guidelines and policies for our business and monitors the implementation of those guidelines and policies by our executive officers. Our bylaws provide for a Board of Directors consisting of 11 members and 11 alternates, each of whom serves on behalf of a particular director. All members (and their respective alternates) are elected for the same two-year term at a general shareholders' meeting, can be re-elected, and are subject to removal at any time. Our bylaws provide that the chief executive officer cannot serve as chairman of the Board of Directors.

          The Board of Directors holds regularly scheduled meetings on a monthly basis and holds additional meetings when called by the chairman, vice-chairman or any two directors. Decisions of the Board of Directors require a quorum of a majority of the directors and are taken by majority vote. Alternate directors may attend and vote at meetings in the absence of the director for whom the alternate director is acting.

          Ten of our 11 current directors (and ten of our 11 alternate directors) were appointed by Valepar. This includes an additional director appointed by Valepar, because no individual or group of common and preferred shareholders met the thresholds described under our bylaws and Brazilian corporate law. One director and his respective alternate are appointed by our employees, pursuant to our bylaws. Non-controlling shareholders holding common shares representing at least 15% of our voting capital, and preferred shares representing at least 10% of our total share capital, have the right to appoint one member and an alternate to our Board of Directors. Our employees and our non-controlling shareholders each have the right, as a class, to appoint one director and an alternate. The terms of all of our directors and alternate directors will expire at the Ordinary General Shareholder's meeting of 2017.

          The following table lists the current members of the Board of Directors and each director's alternate.

Director(1) Year first
elected
Alternate director(1) Year first
elected

Gueitiro Matsuo Genso (chairman)

2015

Gilberto Antonio Vieira

2015

Fernando Jorge Buso Gomes (vice-chairman)

2015

Moacir Nachbar Junior

2015

Oscar Augusto de Camargo Filho

2003

Eduardo de Oliveira Rodrigues Filho

2011

Dan Antônio Marinho Conrado

2012

Arthur Prado Silva(8)

2015

Marcel Juviniano Barros

2012

Francisco Ferreira Alexandre

2013

Alberto Ribeiro Guth(2)

2015

Marcelo Gasparino da Silva(9)

2016

Lucio Azevedo(3)

2015

Carlos Roberto de Assis Ferreira(3)

2015

Eduardo Refinetti Guardia(4)

2016

Robson Rocha

2011

Eduardo de Salles Bartolomeo(5)

2016

Marcelo Marcolino(10)

2016

Motomu Takahashi(6)

2016

Yoshitomo Nishimitsu

2015

Denise Pauli Pavarina(7)

2017

Luiz Mauricio Leuzinger

2012

(1)
Appointed by Valepar and approved at the shareholders' meeting unless otherwise indicated.
(2)
As a result of the resignation of a member, Mr. Alberto Ribeiro Guth was appointed by the Board of Directors as effective Director on June 25, 2015, and such appointment was ratified by the General Ordinary and Extraordinary Shareholders' Meeting of April 25, 2016.
(3)
Appointed by our employees.
(4)
As a result of the resignation of a member, Eduardo Refinetti Guardia was appointed by the Board of Directors as effective Director on July 27, 2016.
(5)
As a result of the resignation of a member, Eduardo de Salles Bartolomeo was appointed by the Board of Directors as effective Director on September 29, 2016
(6)
As a result of the resignation of a member, Motomu Takahashi was appointed by the Board of Directors as effective Director on April 27, 2016, and such appointment was ratified by the General Extraordinary Shareholders' Meeting of August 12, 2016.
(7)
Denise Pauli Pavarina was appointed by the Board of Directors as effective Director on February 22, 2017.
(8)
As a result of the resignation of an alternate member, Mr. Arthur Prado Silva was appointed by the Board of Directors as alternative member of Mr. Dan Antonio Marinho Conrado on July 29, 2015, and such appointment was ratified by the General Ordinary and Extraordinary Shareholders' Meeting of April 25, 2016.
(9)
Marcelo Gasparino da Silva was appointed by the Board of Directors as alternate on May 25, 2016, and such appointment was ratified by the General Extraordinary Shareholders' Meeting of August 12, 2016.

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(10)
As a result of the resignation of a member, Marcelo Marcolino was appointed by the Board of Directors as alternate Director on September 29, 2016.

          Below is a summary of the business experience, activities and areas of expertise of our current directors.

          Gueitiro Matsuo Genso, 45: Chairman of Vale's Board of Directors since February 2016 (Member of Vale's Board of Directors since March 2015).

          Other current director or officer positions:    Member of the Strategic Committee of Vale since 2015; Chief Executive Officer of Valepar since 2015; and Chief Executive Officer of PREVI—Caixa de Previdência dos Funcionários do Banco do Brasil S.A. since 2015.

          Professional experience:    Executive Officer of Private Customers of Banco do Brasil S.A. from 2014 to 2015; Member of the Board of Directors of the Brazilian Interbank Payment Chamber from 2014 to 2015; Member of the Fiscal Council of Grupo Segurador BB Mapfre from 2011 to 2015; Sector Officer of the Brazilian Bank Federation (Febraban) from 2010 to 2015; Executive Officer of Real Estate Credit of Banco do Brasil S.A. from 2011 to 2014; Executive Officer of Home Loans of Banco do Brasil S.A. from 2011 to 2014; Executive Officer of Loans of Banco do Brasil S.A. from 2010 to 2011; and Executive Officer of Products of Banco Nossa Caixa S.A. from 2009 to 2010.

          Academic background:    Degree in Business Administration from Faculdade SPEI; MBA from Fundação Getúlio Vargas; and MBA in Agribusiness from Escola Superior de Agricultura Luiz de Queiroz.

          Dan Antonio Marinho Conrado, 52: Member of Vale's Board of Directors since October 2012.

          Other current director or officer positions:    Chairman of Valepar's Board of Directors since 2012; and Alternate Member of the Board of Directors of Mapfre BB SH2 Participações S.A. since 2011.

          Professional experience:    Chairman of Vale's Board of Directors from 2012 to 2016; Chief Executive Officer of Valepar from 2012 to 2015; Member of Vale's Strategic Committee from 2012 to 2015; Permanent Participant of Vale's Strategic Committee from 2015 to 2016; Alternate Member of the Board of Directors of Petróleo Brasileiro S.A.—Petrobrás and, Member of the Board of Directors of its wholly owned subsidiary, BR Distribuidora, from July 2015 to November 2015; Member of the Board of Directors of Fras-le S.A. from 2010 to 2013; Member of the Board of Directors of Aliança do Brasil S.A. from 2010 to 2011; and Vice-President of Retail, Distribution and Operations of Banco do Brasil S.A from 2011 to 2012.

          Academic background:    Degree in Law from Universidade Dom Bosco; MBA from Universidade Federal do Rio de Janeiro, COPPEAD; and MBA from Instituto de Ensino e Pesquisa em Administração of Universidade Federal de Mato Grosso, Inepad.

          Marcel Juviniano Barros, 54: Member of Vale's Board of Directors since October 2012; and Member of the Executive Development Committee of Vale since February 2013.

          Other current director or officer positions:    Officer of Securities of PREVI—Caixa de Previdência dos Funcionários do Banco do Brasil S.A. since 2012; Member of the Board of Directors of Valepar since 2012; and Member of the Board of PRI—Principles for Responsible Investment of the UN since 2012.

          Professional experience:    Between 1987 and 2012 held several positions at Banco do Brasil S.A., including the position of Union Auditor; and General Secretary of the National Confederation of Financial Branch Workers, where he coordinated international networks from 2008 to 2011.

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          Academic background:    Degree in History from Fundação Municipal de Ensino Superior de Bragança Paulista.

          Eduardo Refinetti Guardia, 51: Member of Vale's Board of Directors since July 2016.

          Other current director or officer positions:    Executive Secretary of the Department of the Treasury since 2016; and Chairman of Banco do Brasil S.A.'s Board of Directors since 2016.

          Professional experience:    Executive Officer of Products of BM&FBOVESPA from 2013 to 2016; and Executive Officer of Finance and Investor Relations of BM&FBOVESPA from 2010 to 2013.

          Academic background:    Degree in Economics from Pontífica Universidade Católica; Master's Degree in Economics from Universidade Estadual de Campinas; and PhD in Economics from Universidade de São Paulo.

          Fernando Jorge Buso Gomes, 60: Vice-Chairman of Vale's Board of Directors since January 2017 (Member of Vale's Board of Directors since April 2015); Coordinator of the Governance Sustainability Committee of Vale since April 2015; and Member of the Financial Committee and the Executive Development Committee of Vale since April 2015.

          Other current director or officer positions:    Executive Officer of Valepar since 2015; Member of the Board of Directors of Valepar since 2015 (and Vice-Chairman of Board of Directors since 2017); Chief Executive Officer and Investor Relations Executive Officer of Bradespar since 2015; Member of the Board of Directors of 2b Capital S.A. since 2014; and Executive Officer of Banco Bradesco BBI S.A. since 2006.

          Professional experience:    Member of the Board of Directors of Sete Brasil S.A. from 2011 to 2015; Chairman of the Board of Directors of Smartia Corretora de Seguros S.A. from 2012 to 2015; Chairman of the Board of Directors of SMR Grupo de Investimentos e Participações S.A. from 2014 to 2015; Member of the Board of Directors of BCPAR S.A. from 2013 to 2015; Member of the Board of Directors of BR Towers S.A. from 2013 to 2014; Member of the Board of Directors of CPFL Energias Renováveis S.A. from 2011 to 2012; and Member of the Board of Directors of LOG Commercial Properties S.A. from 2013 to 2015.

          Academic background:    Degree in Economic Sciences from Integrated College Bennett.

          Oscar Augusto de Camargo Filho, 79: Member of Vale's Board of Directors since September 2003; Member of Vale's Strategy Committee since March 2006; and Coordinator of Vale's Executive Development Committee since November 2003.

          Other current director or officer positions:    Managing Partner of CWH Consultoria Empresarial, since 2003.

          Professional experience:    Member of the Board of Directors of Valepar from 2003 to 2014.

          Academic background:    Degree in Law from Universidade de São Paulo; and Post-graduate Degree in International Marketing from Cambridge University.

          Eduardo de Salles Bartolomeo, 53: Member of Vale's Board of Directors and Strategic Committee since September 2016.

          Other current director or officer positions:    Member of the Board of Directors of Arteris S.A. since 2015; and Member of the Board of Directors of Login Logística Intermodal since 2016.

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          Professional experience:    Executive Officer of Vale from 2007 to 2012; Chief Executive Officer of BHG—Brazilian Hospitality Group from 2013 to 2015; and Member of the Board of Directors of MRS Logística S.A. from 2007 to 2009.

          Academic background:    Degree in Metallurgical Engineering from Universidade Federal Fluminense; MBA from Katholieke Universiteit Leuven; and MBA from Massachusetts Institute of Technology.

          Motomu Takahashi, 63: Member of Vale's Board of Directors since April 2016.

          Other current director or officer positions:    Representative Director and Executive Vice-president of Mitsui & Co. Ltd. since 2016.

          Professional experience:    Executive Vice-President and Chief Operating Officer of the American business unit of Mitsui & Co. Ltd. from 2015 to 2016; Senior Executive Managing Officer and Chief Operating Officer of the American business unit of Mitsui & Co. Ltd. from 2014 to 2015; and Executive Managing Officer and Chief Operating Officer of iron and steel products business unit of Mitsui & Co. Ltd from 2011 to 2014.

          Academic background:    Degree in Economics from Tokyo University; and Advanced Management Program from Harvard Business School.

          Alberto Ribeiro Guth, 57: Member of Vale's Board of Directors since June 2015.

          Other current director or officer positions:    Managing Partner of Angra Partners Gestão de Recursos Ltda. since 2003; Director of Angra Infraestrutura Gestão de Informações Ltda. since 2006; Managing Partner of Angra Partners Participações Ltda. since 2010; Managing Partner of Angra Partners Assessoria Financeira Ltda. since 2010; Member of the Board of Directors of TG Participações S.A. since 2008; Member of the Board of Directors of Via Varejo S.A. since 2012; Member of the Board of Directors of Centrais Elétricas de Santa Catarina S.A.—CELESC since 2015; Executive Officer of Futuretel S.A. since 2012; Executive Officer of Zain Participações S.A. since 2012; Executive Officer of Sul 116 Participações S.A. since 2012; Executive Officer of Newtel Participações S.A. since 2012; Executive Officer of Invitel Legacy S.A. since 2012; Member of the Board of Directors of Estre Ambiental S.A. since 2014; Director of Aconcágua Investimentos e Participações Ltda. since 2013; Member of the Board of Directors of Geradora Aluguel de Máquinas S.A. since 2013; Director of Neustift Participações Ltda. since 2014; and Member of the Board of Directors of Rio Barigui Participações S.A. since 2012; and Member of the Board of Directors of Capinauá Participações S.A. since 2007.

          Professional experience:    Managing Partner of Angra Partners Participações Ltda. from 2010 to 2014, and of Angra Partners Assessoria Financeira Ltda. from 2010 to 2015; Member of the Board of Directors of Ediouro Participações S.A. from 2013 to 2014; Member of the Board of Directors of Companhia Providência Indústria e Comércio S.A. from 2013 to 2014; and Executive Officer of Daleth Participações S.A. from 2012 to 2015.

          Academic background:    Degree in Engineering from Instituto Militar de Engenharia; and MBA in Finance from Wharton Business School.

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          Denise Pauli Pavarina, 53: Member of Vale's Board of Directors since February 2017

          Other current director or officer positions:    Member of the Board of Directors of Valepar since 2017; Member of the Conduct and Ethics Committee of Banco Bradesco S.A. since 2016; Member of the IT Committee of BM&FBOVESPA S.A.—Bolsa de Valores, Mercadorias e Futuro since 2016; Member of the Board of Directors of BM&FBOVESPA S.A.—Bolsa de Valores, Mercadorias e Futuro since 2015; Member of the Advisory Committee for Intermediation Sector of BM&FBOVESPA S.A.—Bolsa de Valores, Mercadorias e Futuro since 2015; Managing Director of BRAM—Bradesco Asset Management S.A. since 2012; Member of the Management Board of Fundação Bradesco since 2009; Member of the Board of Directors of Fundação Instituto de Moléstias do Aparelho Digestivo e da Nutrição since 2012; Member of the Board of Directors (representing ANBIMA) of Instituto BRAIN—Brasil Investimentos & Negócios since 2012; Managing Director of Kirton Bank S.A. and Kirton Gestão de Recursos Ltda. since 2016; Member of the Investment Committee of NEO Capital Mezanino Fundo de Investimentos em Participações since 2010; and Vice-Chairman of the Board of Directors of 2bCapital S.A. since 2014.

          Professional experience:    Adjunct Executive Officer of Banco Bradesco S.A. from 2012 to 2015; Managing Executive Officer of Banco Bradesco S.A. from 2015 to 2017; Member of the Management Board of Fundação Bradesco from 2001 to 2007; President of Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais—ANBIMA from 2012 to 2016; Superintendent Director of BRAM—Bradesco Asset Management S.A. from 2009 to 2012; Member of the Representatives Council (representing ANBIMA) of Confederação Nacional das Instituições Financeiras—CNF from 2012 to 2016; Member of the Consulting Board of Instituto BRAIN—Brasil Investimentos & Negócios from 2012 to 2014; Member of the Strategic Committee (representing ANBIMA) of Instituto BRAIN—Brasil Investimentos & Negócios from 2012 to 2013; and Member of the Board of Directors of 2bCapital S.A. from 2010 to 2014.

          Academic background:    Degree in Economic Sciences from Faculdade Armando Álvares Penteado; Law Degree from Universidade Paulista; and MBA from Institute de Ensino e Pesquisa.

          Lucio Azevedo, 58: Member of Vale's Board of Directors since April 2015.

          Professional experience:    Chairman of Railway Labor Unions in the Brazilian states of Maranhão, Pará and Tocantins since 2013.

          Academic background:    Incomplete secondary education.

          Our bylaws provide for the following technical and advisory committees to the Board of Directors:

          Executive Development Committee, which is responsible for (i) reporting on general human resources policies as submitted by the executive officers to the Board of Directors, (ii) analyzing and issuing reports to the Board of Directors on proposals relating to the annual, global budget for the remuneration of administrators and members of the executive officers, (iii) proposing and updating methodologies and goals for evaluating the performance of our executive officers, and (iv) monitoring the development of the executive officer succession plan.

          The Strategy Committee, which is responsible for reviewing and making recommendations to the Board of Directors concerning (i) the strategic guidelines and plan submitted annually to the Board of Directors by our executive officers, (ii) investment or divestiture opportunities submitted by executive officers and (iii) mergers and acquisitions and other reorganizations.

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          The Finance Committee, which is responsible for (i) reviewing and making recommendations to the Board of Directors concerning our corporate risks and financial policies and the internal financial control systems, compatibility between the level of distributions to shareholders and the parameters established in the annual budget and the consistency between our general dividend policy and capital structure, (ii) evaluating our annual budget and investment plan as well as our annual funding plan and risk exposure limits , (iii) evaluating our risk management procedures and (iv) monitoring the execution of our capital expenditure projects and ongoing budget.

          The Accounting Committee, which is responsible for (i) issuing reports on the Company's annual auditing plan and policies, (ii) tracking and evaluating the Company's internal auditing results and procedures with respect to best practices, as requested by the Board of Directors, and (iii) assisting the Board of Directors, as requested, in appointing and evaluating the annual performance of the designated employee responsible for overseeing the Company's internal auditing procedures.

          The Governance and Sustainability Committee, which is responsible for (i) evaluating and recommending improvements to the effectiveness of our corporate governance practices and the functioning of our Board of Directors, (ii) recommending improvements to the Code of Ethics and Conduct and our management system in order to avoid conflicts of interests between Vale and its shareholders or management, (iii) evaluating related party transactions submitted to our Board of Directors and issuing reports on potential conflicts of interest involving related parties, according to the policy on Related Party Transactions, (iv) evaluating proposals for revision of policies that are not attributed to other committees pursuant to the bylaws or the internal rules or other committees, (v) evaluating proposals for modifying, analyzing and recommending improvements to our sustainability report, (vi) evaluating Vale's performance with respect to sustainability and recommending improvements based on our long-term strategic vision, (vii) assisting our Board of Directors, as requested, in appointing and evaluating the annual performance of our ombudsman (person in charge of receiving reports of violation of our Code of Ethics and Conduct), (viii) assisting the Board of Directors, as requested, in evaluating our ombudsman in respect of matters involving the ombudsman channel and violations of the Code of Ethics and Conduct.

Executive officers

          The executive officers are responsible for day-to-day operations and the implementation of the general policies and guidelines set forth by our Board of Directors. Our bylaws provide for a minimum of six and a maximum of 11 executive officers. The executive officers hold weekly meetings and hold additional meetings when called by any executive officer. Under Brazilian corporate law, executive officers must be Brazilian residents.

          The Board of Directors appoints executive officers for two-year terms and may remove them at any time. The following table lists our current executive officers.

Officer Year of appointment Position Age

Murilo Pinto de Oliveira Ferreira(1)

2011

Chief Executive Officer

63

Luciano Siani Pires

2012

Chief Financial Officer and Executive Officer for Investor Relations

47

Gerd Peter Poppinga(2)

2014

Executive Officer (Ferrous Minerals)

57

Jennifer Anne Maki

2015

Executive Officer (Base Metals)

46

Humberto Ramos de Freitas

2011

Executive Officer (Logistics and Mineral Research)

63

Roger Allan Downey

2012

Executive Officer (Fertilizer, Coal and Strategy)

49

Clovis Torres Junior

2016

Executive Officer (Human Resources, Sustainability, Compliance and General Counsel)

49

(1)
Murilo Pinto de Oliveira Ferreira will not renew his term ending in May 2017. On March 27, 2017, Vale announced the appointment of Fabio Schvartsman as its new Chief Executive Officer. A summary of Mr. Schvartsman's business experience and areas of expertise is provided below.
(2)
Gerd Peter Poppinga was Executive Officer for Base Metals Operations and Information Technology of Vale from November 2011 to November 2014.

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          Below is a summary of the business experience, activities and areas of expertise of our current executive officers.

          Murilo Pinto de Oliveira Ferreira, 63: Chief Executive Officer of Vale and Participant of Vale's Strategy and Disclosure Committees since May 2011.

          Professional experience:    Executive Officer of Vale with responsibility over several different departments from 2005 to 2008, including business development, M&A, steel, energy, nickel and base metals; Chief executive officer of Vale Canada from 2007 to 2008 and member of its board of directors from 2006 to 2007; Chairman of the board of directors of Petrobras from May to November 2015, Alunorte from 2005 to 2008, MRN from 2006 to 2008 and Valesul Alumíno S.A. ("Valesul"), a subsidiary of Vale involved in the production of aluminum, from 2006 to 2008; Member of the board of commissioners of PTVI, from 2007 to 2008. Mr. Ferreira has been a member of the board of directors of several companies, including Usiminas, a Brazilian steel company, from 2006 to 2008, and was a partner at Studio Investimentos, an asset management firm with a focus on the Brazilian stock market, from October 2009 to March 2011.

          Academic background:    Degree in business administration from Fundação Getúlio Vargas in São Paulo; post-graduate degree in business administration and finance from Fundação Getúlio Vargas in Rio de Janeiro; senior executive education program at the IMD Business School in Lausanne, Switzerland.

          Luciano Siani Pires, 47: Chief Financial Officer and Executive Officer for Investor Relations of Vale since August 2012 and Member of Vale's Executive Risk Management and Disclosure Committees since August 2012.

          Professional experience:    Alternate Member of the Board of Directors of Vale, from 2005 to 2007; Global Officer of Strategic Planning, from 2008 to 2009 and in 2011, and Global Officer of Human Resources, from 2009 to 2011 of Vale; Member of the board of directors of Valepar, from 2007 to 2008; Member of the board of directors of Telemar Participações S.A., from 2005 to 2008; Member of the board of directors of Suzano Papel e Celulose S.A., from 2005 to 2008; Several executive positions at BNDES, including executive secretary and chief of staff of the presidency, head of capital markets and head of export finance, from 1992 to 2008; Consultant at McKinsey & Company from 2003 to 2005.

          Academic background:    Degree in mechanical engineering from Pontifícia Universidade Católica do Rio de Janeiro; MBA in finance from the Stern School of Business, New York University.

          Gerd Peter Poppinga, 57: Executive Officer for Ferrous Minerals of Vale since November 2014.

          Other current director or officer positions:    Member of the Board of Directors of Vale International since June 2015.

          Professional experience:    Executive Officer for Base Metals Operations and Information Technology of Vale from November 2011 to November 2014; Executive vice president for Asia Pacific of Vale Canada from November 2009 to November 2011; Director for strategy, business development, human resources and sustainability of Vale Canada from May 2008 to October 2009; Director for strategy and information technology of Vale Canada from November 2007 to April 2008. In connection with his roles at Vale, Mr. Poppinga was also member of the board of directors and the executive board of several companies from 2005 to 2010. From 1985 until 1999, Mr. Poppinga also held several positions at Mineração da Trinidade S.A.—SAMITRI, a publicly held mining company that was acquired by Vale in 2001.

          Academic Background:    Degree in geology from Universität Clausthal—Zellerfeld, Germany; Participated in geostatistics extension course at Universidade Federal de Ouro Preto (UFOP); participated in the executive MBA from Fundação Dom Cabral; negotiation dynamics at INSEAD; Senior leadership program at M.I.T.; Leadership program at IMD Business School, Lausanne, Switzerland; and strategic megatrends with Asia Focus program at Kellogg Singapore.

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          Jennifer Anne Maki, 46: Executive Officer for Base Metals of Vale since November 2015.

          Other current director or officer positions:    President commissioner of PTVI; Member of the board of directors of Vale New Caledonia and Vale's Global Pension Committee; Chairwoman and member of the Canadian pension committee since 2009 and 2007, respectively.

          Professional experience:    Chief financial officer of Vale Canada from 2007 to 2013, prior to which Ms. Maki held positions in the base metals treasury and controllership areas. From 1993 to 2003, she worked at PricewaterhouseCoopers LLP in roles of increasing responsibility.

          Academic background:    Degree in business from Queens University; post-graduate degree in accounting from the Institute of Chartered Accountants of Ontario.

          Humberto Ramos de Freitas, 63: Executive Officer for Logistics and Mineral Research of Vale since November 2011.

          Other current director or officer positions:    Chairman of the board of the Brazilian Association of Port Terminals since May 2009.

          Professional experience:    Member of the board of directors of MRS from December 2010 to October 2012; Logistics Operations Officer of Vale from September 2009 to June 2010; Director for Ports and Navigation of Vale from March 2007 to August 2009; Chief executive officer of Valesul from August 2003 to February 2007; General superintendent of ports of CSN from December 1997 to November 1999.

          Academic background:    Degree in metallurgical engineering from the Escola de Minas de Ouro Preto; Executive development program at the Kellogg School of Management at Northwestern University; Advanced management and business development partnership programs from Fundação Dom Cabral/INSEAD; Senior executive program at MIT; Strategic business planning from McKinsey Consulting; Management training course from the Association of Overseas Technical Scholarship in Tokyo, Japan.

          Roger Allan Downey, 49: Executive Officer for Fertilizer, Coal and Strategy of Vale (Executive Officer for Fertilizer and Coal since May 2012 and for Strategy since 2015).

          Professional experience:    Managing partner of CWH Consultoria Empresarial SC Ltda., a privately-held consulting company, from January 2012 to April 2012; Alternate member of the board of directors of Valepar from February 2012 to April 2012; Chief executive officer of MMX Mineração e Metálicos S.A., a publicly-held mining company, from August 2009 to November 2011; Director of equity research of Banco de Investimentos Credit Suisse (Brasil) S.A., a privately-held brokerage and investment bank, from August 2005 to August 2009; Strategic Marketing Manager for Iron Ore at Vale from 2002 to 2005; Commercial and new business manager of Rio Tinto, a publicly-held mining company, from October 1996 to September 2002; Market coordinator of CAEMI from December 1991 to October 1996.

          Academic background:    Graduate certificate of management and MBA from the University of Western Australia; Graduate diploma in business administration from the Australian National Business School.

          Clovis Torres Junior, 49: Executive Officer for Human Resources, Sustainability, Compliance and General Counsel of Vale since August 2016.

          Other current director or officer positions:    Chairman of the Managing Council of the Brazilian Mining Institute (IBRAM); Vice President of the National Iron and Base Metals Mining Trade Association (SINFERBASE); Member of the Corporate Law Commission of the Brazilian Bar Association (OAB); Member of the Board of Trustees of Fundação Getulio Vargas; Member of the Economics Council of the Rio de Janeiro State Federation of Industry (FIRJAN).

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          Professional experience:    General Counsel and Chief Compliance Officer of Vale, from July 2011 to July 2016; Executive Vice President of Bahia Mineração Ltda., from September 2007 to July 2011; Director of the Corporate Legal Department of Vale, from May 2003 to September 2007; Partner in the law firm Machado, Meyer, Sendaz & Opice Advogados, from December 2000 to May 2003; Senior Lawyer at the International Finance Corporation in the United States, from January 1997 to December 2000; Senior Lawyer at Cargill Agrícola S.A., from August 1995 to January 1997; Senior Lawyer at Clyde & Co International Law Firm, in Brazil and England, from June 1993 to July 1995. From May 2015 to November 2015, Clovis chaired the Board of Directors of Petrobras Distribuidora S.A. and served on the Board of Directors of Petrobras S.A.

          Academic background:    Bachelor Degree in Law from the Catholic University of Salvador and a Master in International Law, Trade and Finance from Tulane Law School, Louisiana, United States; Executive MBA degree from Fundação Getulio Vargas in São Paulo; and several courses on management, leadership, corporate finance and mergers and acquisitions at the Massachusetts Institute of Technology, Harvard University, the International Institute for Management Development (IMD), and INSEAD.

          On March 27, 2017, Vale announced the appointment of Fabio Schvartsman, 63, as its new Chief Executive Officer starting in late May 2017. Mr. Schvartsman has graduate and post-graduate degrees in production engineering from the University of São Paulo and a post-graduate degree in Business Administration from Fundação Getúlio Vargas. He worked for 10 years at Duratex and for 22 years at the Ultra Group, which he left in 2007 as the Ultrapar Holding CFO and managing partner of Ultra S.A. Mr. Schvartsman was CEO of Telemar Participações and of San Antonio International and has been Klabin's CEO since 2011.

Conflicts of interest

          Under Brazilian corporate law, if a director or an executive officer has a conflict of interest with the company in connection with any proposed transaction, such director or executive officer may not vote in any decision of the board of directors or of the board of executive officers regarding such transaction and must disclose the nature and extent of the conflicting interest for transcription in the minutes of the meeting. Under our Policy on Related Party Transactions, any director or executive officer who has a conflict of interest cannot receive any relevant documentation or information and may not participate in any related discussions. None of our directors or executive officers can transact any business with us, except on reasonable or fair terms and conditions that are identical to the terms and conditions prevailing in the market or offered by unrelated parties. For more details about our Policy on Related Party Transactions see Share ownership and tradingRelated party transactions.

Fiscal Council

          We have a fiscal council established in accordance with Brazilian law. The primary responsibilities of the fiscal council under Brazilian corporate law are to monitor management's activities, review the Company's financial statements, and report its findings to the shareholders. Our management is required to obtain the Fiscal Council's pre-approval before engaging independent auditors to provide any audit or permitted non-audit services to Vale or its consolidated subsidiaries. Our Fiscal Council has pre-approved a detailed list of services based on detailed proposals from our auditors up to specified monetary limits. The list of pre-approved services is updated from time to time. Services that are included in this list, or that exceed the specified limits, or that relate to internal controls must be separately approved by the Fiscal Council. The policy also sets forth a list of prohibited services. The Fiscal Council is provided with reports on engagement and performance of the services included in the list on a periodic basis, and it also reviews and monitors the Company's external auditor's independence and objectivity. The Fiscal Council has the power to review and evaluate the performance of the Company's external auditors on an annual basis and make a recommendation to the Board of Directors on whether the Company should remove and replace its existing external auditors. The Fiscal Council may also recommend withholding the payment of compensation to the independent auditors and has the power to mediate disagreements between management and the auditors regarding financial reporting.

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          Under our bylaws and internal regulations, our Fiscal Council is also responsible for evaluating the effectiveness of the procedures for the receipt, retention and treatment of any complaints related to accounting, controls and audit issues, as well as procedures for the confidential, anonymous submission of concerns regarding such matters.

          Brazilian law requires the members of a fiscal council to meet certain eligibility requirements. A member of our Fiscal Council cannot (i) hold office as a member of the board of directors, fiscal council or advisory committee of any company that is a competitor of Vale or otherwise has a conflicting interest with Vale, unless compliance with this requirement is expressly waived by shareholder vote, (ii) be an employee or member of senior management or the Board of Directors of Vale or its subsidiaries or affiliates, or (iii) be a spouse or relative within the third degree by affinity or consanguinity of an officer or director of Vale.

          We are subject to Rule 10A-3 under the Exchange Act, which requires, absent an exemption, that a listed company maintains a standing audit committee composed of members of the Board of Directors that meet specified requirements. In lieu of establishing an independent audit committee, we have given our Fiscal Council the necessary powers to qualify for the exemption set forth in Exchange Act Rule 10A-3(c)(3). We believe our Fiscal Council satisfies the independence and other requirements of Exchange Act Rule 10A-3 that would apply in the absence of our reliance on the exemption.

          Our Board of Directors has determined that one of the members of our Fiscal Council, Mr. Aníbal Moreira dos Santos, is an audit committee financial expert. In addition, Mr. Moreira dos Santos meets the applicable independence requirements for Fiscal Council membership under Brazilian law and the NYSE independence requirements that would apply to audit committee members in the absence of our reliance on the exemption set forth in Exchange Act Rule 10A-3(c)(3).

          Members of the Fiscal Council are elected by our shareholders for one-year terms. The current members of the Fiscal Council and their respective alternates were elected on April 25, 2016. The terms of the members of the Fiscal Council expire at the next annual shareholders' meeting following election.

          Two members of our Fiscal Council (and the respective alternates) may be elected by non-controlling shareholders: one member may be appointed by our preferred shareholders and one member may be appointed by minority holders of common shares pursuant to applicable CVM rules.

          The following table lists the current and alternate members of the Fiscal Council.

Current member Year first elected Alternate Year first elected

Paulo José dos Reis Souza(1)

2016

Paula Bicudo de Castro Magalhães(1)

2016

Raphael Manhães Martins(2)

2015

Julio Sergio de Souza Cardoso(2)

2016

Marcelo Amaral Moraes(3)

2004

Vacant(4)

Aníbal Moreira dos Santos(3)

2005

Oswaldo Mário Pêgo de Amorim Azevedo(3)

2004

Sandro Kohler Marcondes (3)

2016

Sergio Mamede Rosa do Nascimento (3)

2016

(1)
Appointed shareholders of preferred shares.
(2)
Appointed by minority shareholders of common shares.
(3)
Appointed by Valepar.
(4)
Vacant since the General Ordinary Shareholders' meeting of 2014.

          Below is a summary of the business experience, activities and areas of expertise of the members of our Fiscal Council.

          Paulo José dos Reis Souza, 54 Member of Vale's Fiscal Council since April 2016.

          Other current director or officer positions:    Program Director of the Department of the Treasury since 2016.

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          Professional experience:    Subsecretary of Fiscal Policy of the Department of the Treasury from 2015 to 2016; Program Director of the Department of the Treasury from 2011 to 2015; Member of the Fiscal Council of Petróleo Brasileiro S.A.—Petrobras from 2012 to 2016, and from January 2017 to April 2017; Member of the Fiscal Council of Banco do Brasil S.A. from 2012 to 2016; Member of the Fiscal Council of BR Distribuidora from 2008 to 2012; Member of the Fiscal Council of Indústrias Nucleares do Brasil S.A. from 2011 to 2012; and Member of the Fiscal Council of Serviço Federal de Processamento de Dados—SERPRO from 2015 to 2016.

          Academic background:    Degree in Business Administration from Centro Universitário UNA; Specialization in Public Policies and Corporate Governance from Escola Nacional de Administração Públicas—ENAP; and Master Degree in Public Sector Economy from Fundação Getúlio Vargas.

          Raphael Manhães Martins, 34: Member of Vale's Fiscal Council since April 2015.

          Other current director or officer positions:    Member of the Board of Directors of Eternit S.A. since 2015; Member of the Fiscal Council of Light S.A. since 2014; and Attorney for Faoro Advogados since 2010.

          Professional experience:    Alternate Member of the Fiscal Council of Light S.A. from 2012 to 2013; Member of the Fiscal Council of Embratel Participações S.A. from September 2014 to December 2014.

          Academic background:    Degree in Law from Universidade Estadual do Rio de Janeiro.

          Marcelo Amaral Moraes, 49: Member of Vale's Fiscal Council since April 2004.

          Other current director or officer positions:    President of the Fiscal Council of Aceco TI S.A. since 2016; and Member of the Board of Directors of Eternit S.A. since 2016.

          Professional experience:    Managing Director of Capital Dynamics Investimentos Ltda. from 2012 to 2015.

          Academic background:    Degree in Economics from Universidade Federal do Rio de Janeiro; MBA from Universidade Federal do Rio de Janeiro—COPPEAD; and Post-graduate Degree in Corporate Law and Arbitration from Fundação Getúlio Vargas.

          Aníbal Moreira dos Santos, 78: Member of Vale's Fiscal Council since July 2005.

          Professional experience:    From 1998 until his retirement in 2003, Mr. Moreira dos Santos served as Executive Officer of several Caemi Mineração e Metalurgia S.A. subsidiaries, including Caemi Canada Inc., Caemi Canada Investments Inc., CMM Overseas, Ltd., Caemi International Holdings BV and Caemi International Investments NV, and as Chief Accounting Officer of Caemi Mineração e Metalurgia S.A. from 1983 to 2003. He also served as Member of the Fiscal Councils of Log-in S.A. from 2009 to 2014.

          Academic background:    Degree in Accounting from Fundação Getúlio Vargas.

          Sandro Kohler Marcondes, 52: Member of Vale's Fiscal Council since April 2016.

          Other current director or officer positions:    Chief Financial Officer of Neoenergia S.A. since 2016.

          Professional experience:    Member of Vale's Board of Directors from 2007 to 2011; Alternate Member of the Board of Directors of Valepar from 2009 to 2015; Executive Officer of Banco do Brasil S.A. from 2005 to 2016; Alternate Member of the Board of Directors of Banco Patagônia S.A. from 2011 to 2012; Member of the Fiscal Council of PREVI—Caixa de Previdência dos Funcionários do Banco do Brasil S.A. from 2012 to 2014; Member of the Embraer S.A. Fiscal Council from 2014 to 2015; Member of the decision-making body of CASSI—Caixa de Assistência de Funcionários do Branco do Brasil S.A. from 2012 to 2013.

          Academic background:    Degree in Business Administration from Faculdade de Foz do Iguaçu; and Master Degree in Business Administration from the Fundação Getúlio Vargas.

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MANAGEMENT COMPENSATION

          Under our bylaws, our shareholders are responsible for establishing the aggregate compensation we pay to the members of our Board of Directors and our Board of Executive Officers, and the Board of Directors allocates the compensation among its members and the Board of Executive Officers.

          Our shareholders determine this annual aggregate compensation at the general shareholders' meeting each year. In order to establish aggregate director and officer compensation, our shareholders usually take into account various factors, which range from attributes, experience and skills of our directors and executive officers to the recent performance of our operations. Once aggregate compensation is established, our Board of Directors is then responsible for distributing such aggregate compensation in compliance with our bylaws among the directors and executive officers. The Executive Development Committee makes recommendations to the Board concerning the annual aggregate compensation of the executive officers. In addition to fixed compensation, our executive officers are also eligible for bonuses and incentive payments.

Executive officers

          For the year ended December 31, 2016, the amount paid to the executive officers, including compensation accrued for the year and payable at a later date, is set forth in the table below.

 
For the year ended December 31, 2016
 
(US$ million)

Fixed compensation and in kind benefits

7.27

Variable compensation

0.98

Pension, retirement or similar benefits

1.47

Severance

4.66

Social security contributions

2.24

Total paid to the executive officers

16.61

          Fixed compensation and in kind benefits include a base salary in cash, paid on a monthly basis, reimbursement for certain investments in private pension plans, health care, relocation expenses, life insurance, driver and car expenses.

          Variable compensation consists of (i) an annual cash bonus, based on specific targets for each executive officer, approved by our Board of Directors, and (ii) payments tied to the performance of our shares under two programs, the Matching Program and the Performance Shares Units (PSU).

          Under our Matching Program, our executive officers are permitted to purchase a certain number of preferred shares or ADRs in the market within a purchase window through the plan administrator. At the end of a three-year cycle, participants are entitled to receive a reward equivalent to the same number of preferred shares of ADRs held through the end of the cycle. Participants may sell or transfers its preferred shares or ADRs at any time during the vesting period, in which case they forfeit the right to any receive reward with respect to these preferred shares or ADRs. Participation in our Matching Program is mandatory for our Board of Executive Officers in the years in which we pay cash bonuses.

          Under our PSU program, our executive officers receive payments in cash tied to Vale's performance, as compared to a selected group of peer companies, based on the total return (dividend payments and share appreciation) of the common shares of those companies in a four-year cycle.

          Pension, retirement or similar benefits consist of our contribution to Valia, the manager of pension plans sponsored by Vale. Social security contributions are mandatory contributions we are required to make to the Brazilian government for our executive officers.

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Board of Directors

          In 2016, we paid US$1.5 million in aggregate to the members of our Board of Directors for services in all capacities, all of which was fixed compensation. There are no pension, retirement or similar benefits for the members of our Board of Directors. On March 31, 2017, the total number of common shares owned by our directors and executive officers was 22,764, and the total number of preferred shares owned by our directors and executive officers was 2,011,050. None of our directors or executive officers beneficially owns 1% or more of any class of our shares.

Fiscal Council

          We paid an aggregate of US$0.51 million to members of the Fiscal Council in 2016. In addition, the members of the Fiscal Council are reimbursed for travel expenses related to the performance of their functions.

Advisory committees

          We paid an aggregate of US$0.10 million to members of our advisory committees in 2016. Under our bylaws, those members who are directors or officers of Vale are not entitled to additional compensation for participating on a committee. Members of our advisory committees are reimbursed for travel expenses related to the performance of their duties.

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EMPLOYEES

          The following tables set forth the number of our employees by business and by location as of the dates indicated.

 
As of December 31,
By business:
2014 2015 2016

Ferrous minerals

46,832 42,838 42,579

Coal

1,897 1,608 2,039

Base metals

15,564 15,554 15,239

Fertilizer nutrients(1)

6,773 9,181 8,935

Corporate activities

5,465 4,917 4,270

Total

76,531 74,098 73,062

(1)
Discontinued operations.
 
As of December 31,
By location:
2014 2015 2016

South America

60,903 58,830 57,535

North America

6,673 6,773 6,630

Europe

395 385 385

Asia

4,476 4,516 4,499

Oceania

1,706 1,654 1,521

Africa

2,378 1,940 2,492

Total

76,531 74,098 73,062

          We negotiate wages and benefits with a large number of unions worldwide that represent our employees. We have collective agreements with unionized employees at our operations in Australia, Brazil, Canada, Indonesia, Malawi, Mozambique, New Caledonia, Oman, Peru and the United Kingdom.

Wages and benefits

          Wages and benefits for Vale and its subsidiaries are generally established on a company-by-company basis. We establish our wage and benefits programs for Vale S.A. and its subsidiaries, other than Vale Canada. In November 2016, we reached a one-year agreement with the Brazilian unions providing for a salary increase of 8.5% beginning in November 2016. The provisions of our collective bargaining agreements with unions also apply to our non-unionized employees. Vale Canada also establishes wages and benefits for its unionized employees through collective bargaining agreements. In March 2016, Vale Newfoundland & Labrador Limited, a subsidiary of Vale Canada Limited, reached a three-year agreement with the union representing the production and maintenance employees at the Voisey's Bay mine. For non-unionized employees, Vale Canada undertakes an annual review of salaries. We also provide our employees and their dependents with other benefits, including supplementary medical assistance.

Pension plans

          Brazilian employees of Vale and of most of its Brazilian subsidiaries are eligible to participate in pension plans managed by Valia.

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          Most of the participants in plans held by Valia are participants in a plan named "Vale Mais", which Valia implemented in 2000. This plan is primarily a defined contribution plan with a defined benefit feature relating to service prior to 2000 and another defined benefit feature to cover temporary or permanent disability, pension and financial protection to dependents in case of death. Valia also operates a defined benefit plan, closed to new participants since May 2000, with benefits based on years of service, salary and social security benefits. This plan covers retired participants and their beneficiaries, as well as a relatively small number of employees that declined to transfer from the old plan to the "Vale Mais" plan when it was established in May 2000.

          Employees within our Base Metals operations, principally in Canada and the United Kingdom, participate in defined benefit pension plans and defined contribution pension plans. All new employees within our Base Metals operations participate in defined contribution pension plans. Employees in Japan and Taiwan participate in a defined benefit pension plan. Employees in other jurisdictions, including China, Indonesia, Malawi, Switzerland, the United States and Zambia, participate in defined contribution pension plans.

Performance-based compensation

          All Vale parent-company employees may receive incentive compensation each year in an amount based on the performance of Vale, which can range from 0 to 200% of a market-based reference amount, depending on certain targets set, and the cash generation in each period. Similar incentive compensation arrangements are in place at our subsidiaries.

          Qualifying management personnel are eligible to participate in the PSU and Matching programs. See description of these programs under Management compensation—Executive officers.

V.           ADDITIONAL INFORMATION

LEGAL PROCEEDINGS

          We and our subsidiaries are defendants in numerous legal actions in the ordinary course of business, including civil, administrative, tax, social security and labor proceedings. The most significant proceedings are discussed below. Except as otherwise noted below, the amounts claimed, and the amounts of our provisions for possible losses, are stated as of December 31, 2016. See note 28 to our consolidated financial statements for further information.

Legal proceedings related to the failure of Samarco's tailings dam in Minas Gerais

          We are engaged in several legal proceedings relating to the failure of Samarco's tailings dam in the city of Mariana, in the state of Minas Gerais. We have notified our insurers of the dam failure event and related complaints. For further discussion of the principal legal proceedings in which we are engaged, see Information on the Company—Business overview—Failure of Samarco's tailings dam in Minas Gerais. Most of these proceedings are in early stages, and we cannot reasonably estimate the possible loss or range of losses or the timing for a decision.

          We and certain of our officers have been named as defendants in civil class action suits in federal court in New York brought by holders of our securities under U.S. federal securities laws. The plaintiffs allege that we made false and misleading statements or omitted to make disclosures concerning the risks and dangers of the operations of Samarco's Fundão dam and the adequacy of the related programs and procedures. The plaintiffs have not specified an amount of alleged damages in these actions.

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          In March 2016, the judge overseeing the securities class action issued an order consolidating these actions and designating lead plaintiffs and counsel. In July 2016, we filed a motion to dismiss the consolidated amended complaint. On March 23, 2017, the Judge issued a ruling dismissing a significant part of the claims against us and the individual defendants, and allowing the case to continue based on more limited claims. The claims that were not dismissed relate to certain statements contained in our 2013 and 2014 sustainability reports concerning risk mitigation plans, policies and procedures, and certain statements made in a conference call in November 2015 concerning our responsibility for the Fundão dam collapse.

          We believe that the remaining claims have no merit, we will continue vigorously contesting this action. It is not possible to determine a range of outcomes or reliable estimates of the potential exposure at this time, and no provision has been recognized.

          In November 2015, the Brazilian federal government, the states of Minas Gerais and Espírito Santo, certain federal and state authorities and certain entities collectively filed a public civil action before a federal court in Minas Gerais against Samarco and its shareholders, Vale and BHPB. The plaintiffs claimed approximately R$20.2 billion in monetary damages and a number of measures to remediate the environmental damages caused by the Fundão dam failure. Certain claims brought by the plaintiffs refer to specific defendants individually, while other claims are directed at all defendants.

          In December 2015, the federal court in Minas Gerais granted an injunction preventing Vale from selling or otherwise transferring its mining rights in Brazil. In November 2016, the federal court ordered that the defendants: (i) in 90 days, present evidence that the leakage of waste from Fundão tailing dam has been definitely contained; (ii) in six months, present conclusive studies, with the endorsement from the appropriate environmental agencies, regarding an action plan and the feasibility of the withdrawal of mud placed on the banks of Rio Doce river, its affluents and the areas near its estuary; (iii) in 30 days, make a deposit in the total amount of R$1.2 billion to secure future reparation measures. The court has provisionally suspended our obligation to make this R$1.2 billion cash deposit to the extent that we provide the guarantees required under the agreements with MPF described under item c) below.

          In March 2016, we, together with Samarco and BHPB, entered into the Framework Agreement with the federal government, the state governments of Espírito Santo and Minas Gerais and certain other federal and state authorities. See Business overview—Failure of Samarco's tailings dam in Minas Gerais. In January 2017, Samarco, Vale and BHPB entered into two preliminary agreements with the MPF as described below. We expect the Framework Agreement and the agreements with the MPF to be a first step towards the settlement of these actions. Any settlement of these actions is subject to approval by the court.

          In May 2016, the Federal Prosecution Office (MPF) filed a public civil action against Samarco, Vale, BHPB, BNDES and the governmental authorities that are parties to the Framework Agreement. In July 2016, the court excluded all the governmental authorities and BNDES as defendants in this proceeding. In this action, the MPF requested that the court order a broad range of specific actions to be taken by the various parties. The MPF also stated in its complaint that the required remedial measures would have a total value of R$155 billion, based on a comparison with the costs of the Deepwater Horizon oil spill in the Gulf of Mexico in 2010.

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          In this public civil action, the MPF claims monetary damages from the defendants on a joint and several basis as well as other forms of relief, including injunctions (i) ordering the defendants to implement several measures to mitigate or remediate social, economic and environmental impacts arising from the collapse of the Fundão dam, as well as other emergency measures; (ii) preventing the defendants from encumbering or disposing of their assets; (iii) preventing the defendants from paying dividends; (iv) ordering the defendants to deposit R$7.7 billion into a fund, managed by the defendants, for implementation of social, environmental and emergency programs; (v) ordering the defendants to provide collateral in the amount of R$155 billion to secure their compliance with the final court decision; (vi) ordering the defendants to maintain working capital in the amount of R$2 billion initially, and thereafter in an amount equal to 100% of the expenses of the remediation and compensation measures projected for the subsequent twelve months; and (vii) ordering BNDES to take actions under its credit agreements with the defendants, including cessation of further drawings and acceleration of outstanding principal. A preliminary hearing for conciliation was held in September 2016.

          In January 2017, Samarco, Vale and BHPB entered into two preliminary agreements with the Federal Prosecution Office relating to this public civil action and the public civil action brought by the Brazilian government and others. See Business overview—Failure of Samarco's tailings dam in Minas Gerais. The preliminary agreement was partially ratified, pending the appointment of an expert and conclusion of the final agreement. We expect the Framework Agreement and the agreements with the MPF to be a first step towards the settlement of the public civil action brought by the Brazilian government and others, the public civil action brought by MPF and other related proceedings.

          In October 2016, the MPF filed criminal charges before the federal court of Ponte Nova, state of Minas Gerais, against Samarco, Vale, BHPB and a number of individuals who were employees of Samarco or members of Samarco's governance bodies or advisory committees. The charges include murder, physical injury and various environmental crimes due to the failure of Samarco's dam.

          Together with the indictment, the MPF is seeking a pre-judgment attachment order to seize assets from the three companies to secure the payment of the R$20 billion claimed in connection with the failure of Fundão dam and is also seeking the imposition of external monitoring of the companies' ethical and social-environmental matters practices for 10 years.

          A decision is pending on the requests for injunctions against the defendants. The criminal charges were accepted by the judge in November 2016, which initiated the criminal proceeding. We submitted our initial defense in March 2017.

          Vale has been named as a defendant in a number of other actions seeking remediation and compensation for environmental, property and personal damages resulting from the Fundão dam failure, including several other public civil actions brought by state prosecutors of Minas Gerais and Espírito Santo and other authorities and civil associations. The claims in these proceedings are generally similar to the claims in the public civil action brought by the Brazilian government and others, the public civil action brought by the MPF and the criminal proceedings described above. These other proceedings include requests for injunctions, pre-judgment attachment of assets and seizure of our bank accounts. Other proceedings and investigations in connection with the dam failure are expected.

          In March 2017, certain holders of debt securities issued by Samarco, who are plaintiffs in a securities class action against Samarco arising out of the failure of the Fundão dam before the Southern District of New York, filed an amended complaint adding Vale and BHPB as defendants in this proceeding. The plaintiffs are seeking damages for alleged violations of securities laws and other claims in connection with the purchase and sale of debt securities issued by Samarco. We will vigorously contest this action, which we believe to be without merit.

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          Samarco is engaged in several other investigations and proceedings claiming damages resulting from the dam failure. Immediately after the dam failure, the environmental authority of the state of Minas Gerais and the DNPM, an agency of the Ministry of Mines and Energy of the Brazilian government, commenced investigation into the causes of the dam failure, and determined the suspension of Samarco's operations pending the conclusion of these investigations.

Tubarão port litigation

          In January 2016, as part of an environmental investigation conducted by the Brazilian federal police, a federal court in the Brazilian state of Espírito Santo ordered the suspension of our activities in the Pier II and the coal pier of the Tubarão Port, due to potential environmental damages resulting from the release of iron ore in the sea area around the Pier II and the coal pier. Our operations in the Pier II and the coal pier of the Tubarão Port were suspended for four days, until the Federal Court of Appeals ("TRF") of the Second Region (Tribunal Regional Federal da Segunda Região) suspended the effects of the injunction. The TRF granted us 60 days to implement certain measures to monitor, control and mitigate the release of iron ore in the terminal. This 60-day period expired on March 25, 2016, and we believe that we are in compliance with the requirements imposed by the TRF. In July 4, 2016, the TRF confirmed the suspension of the effects of the injunction and ordered an expert investigation to confirm that we have properly implemented the measures monitor, control and mitigate the release of iron ore in the terminal.

          As part of this proceeding, we may be required to implement additional measures to prevent or mitigate the release of iron ore in the sea. The environmental investigation is still ongoing. Depending on the outcome of this investigation, the federal police or the federal prosecutors may bring other legal proceedings against us in the future and may seek injunctions to suspend the activities of the Tubarão port.

Onça Puma litigation

          In 2009, the federal prosecutor brought a public civil action against Vale and the Brazilian state of Pará, seeking the suspension of our nickel operations in Onça Puma, in the state of Pará, due to the alleged impact on the Xikrin do Cateté and Kayapó indigenous communities located close to the mining site. The federal prosecutor contends that (i) our operations would be contaminating the water of the Catete River, which crosses the communities, (ii) we have failed to comply with certain conditions under our environmental licenses, and (iii) the state of Pará should not have granted environmental license to this operation.

          In 2015, the federal court in the city of Redenção, state of Pará granted an injunction suspending our nickel operations in Onça Puma and ordering the payment of a cash compensation to the affected indigenous communities. In response to our appeal, the Supreme Court suspended the injunction, and granted us 120 days to implement certain monitoring and other mitigating measures and to comply with certain requirements of our environmental license. Although we have taken all the possible steps for implementation, we were unable to conclude the implementation of these measures because the indigenous communities refused to grant us access to their lands, as determined by court.

          A final decision from the Supreme Court with respect to the injunction for suspension of operations in Onça Puma, following the impossibility to implement the monitoring and mitigating measures, is still pending. In September 2016, the federal court issued a preliminary injunction determining the payment of R$17 million to the indigenous people and ordering us to pay the amount of R$1 million per month for each of Xikrin do Cateté land involved. We have appealed this decision, and the Supreme Court issued a preliminary decision suspending these payments to the indigenous people. We are vigorously contesting this action, which we believe to be without merit.

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Itabira suits

          We are a defendant in two separate actions brought by the municipality of Itabira, in the Brazilian state of Minas Gerais. In the first action, filed in August 1996, the municipality of Itabira alleges that our Itabira iron ore mining operations have caused environmental and social harm, and claims damages with respect to the alleged environmental degradation of the site of one of our mines, as well as the immediate restoration of the affected ecological complex and the performance of compensatory environmental programs in the region. The damages sought, as adjusted from the date of the claim, amount to approximately R$4.702 billion. An expert report favorable to Vale has been issued, but the court granted the municipality's request for additional expert evidence. The elaboration of this additional expert evidence is pending.

          In the second action, filed in September 1996, the municipality of Itabira claims the right to be reimbursed for expenses it has incurred in connection with public services rendered as a consequence of our mining activities. The damages sought, as adjusted from the date of the claim, amount to approximately R$5.440 billion. This proceeding was suspended for a settlement negotiation, but has resumed its normal course as the parties have not reached an agreement, and the evidence production phase will follow.

Public civil action seeking suspension of S11D project

          In May 2016, associations representing the indigenous Xikrin do Cateté people brought a public civil action against Vale, the Federal Environmental Agency (IBAMA), the Federal Indigenous Agency (FUNAI) and the National Bank of Economic and Social Development (BNDES), seeking the suspension of the environmental permitting procedure of our S11D project. The associations contend that FUNAI and IBAMA have failed to conduct the appropriate studies regarding the indigenous people during the environmental permitting procedure, and that the indigenous groups consequently did not provide a required consent. They also requested a monthly payment of R$2 million for each association until the defendants conclude the studies.

          We will take all necessary steps to defend our rights in this public civil action. Applicable legislation provides for mandatory consultation of indigenous communities located within ten kilometers of the project, and these indigenous communities are located more than 12 kilometers away from the project. We have submitted our preliminary defense, and in January 2017 the court denied plaintiffs' request for an injunction suspending our S11D project. This decision is subject to appeal.

Environmental proceedings involving Jangada and Feijão mines

          In June 2016, the environmental authority of the Brazilian state of Minas Gerais ordered the suspension of part of our Jangada and Feijão mines in the Southern System, in order to protect caves located near these mines, under Brazilian legislation for the protection of caves. We have obtained an injunction from the state courts of Minas Gerais suspending the order of the environmental authority, and the environmental authority has appealed. In the event that the injunction is overturned or revoked, we may be required to suspend approximately 50% of our operations at the affected mines, with potential consequences for production volumes, costs or reserves in our iron ore business. Our total production in the mines of Jangada and Feijão in 2016 was 0.3 million metric tons and 8.3 million metric tons, respectively.

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Ministry of Labor proceeding

          In February 2015, following an inspection in the facilities of a company that provided transportation services to us between our mines Mina do Pico and Mina de Fábrica in Minas Gerais, the Ministry of Labor determined that this transportation company had failed to comply with certain obligations relating to health, safety, overtime and other labor matters. By adopting a broad interpretation of the law, the Ministry of Labor concluded that its employees were working in conditions similar to slavery. Upon learning of the findings, we promptly remediated the problems and we eventually terminated the agreement with the transportation company. Nevertheless, the Ministry of Labor made findings against us. We submitted our defense at the administrative level, which was rejected. In June 2016, we commenced judicial proceedings challenging the administrative findings and seeking a ruling that the Ministry of Labor may not classify us as engaging in practices similar to slavery.

CFEM-related proceedings

          We are engaged in numerous administrative and judicial proceedings related to the mining royalty known as the CFEM. For more information about CFEM, see Information on the CompanyRegulatory mattersRoyalties and other taxes on mining activities. These proceedings arise out of a large number of assessments by the DNPM. The proceedings concern different interpretations of DNPM's method of estimating sales, the statute of limitations, due process of law, payment of royalties on pellet sales and CFEM charges on the revenues generated by our subsidiaries abroad. The aggregate amount claimed in the pending assessments is approximately R$6.278 billion, including interest and penalties through December 31, 2016.

          We are contesting DNPM's claims using the available avenues under Brazilian law, beginning with challenges in administrative tribunals and proceeding with challenges in the judicial courts. We have received some favorable and unfavorable decisions, and we cannot predict the amount of time required before final judicial resolutions.

          DNPM's assessments initially covered a period of up to 20 years before their issuances, based on the interpretation that the applicable statute of limitation for CFEM claims would be 20 years. We challenged all the assessments contending that these claims are subject to a 5-year statute of limitation. In December 2015, the Attorney General's Office issued a legal opinion concluding that CFEM claims are subject to a 10-year statute of limitations. This conclusion is consistent with recent decisions of the Superior Court of Justice ("STJ"), and we expect that the DNPM will revise all the assessments to exclude charges that are time barred under this legal opinion.

ICMS tax assessments and legal proceedings

          We are engaged in several administrative and court proceedings relating to additional charges of value-added tax on services and circulation of goods (ICMS) by the tax authorities of different Brazilian states. In each of these proceedings, the tax authorities claim that (i) certain credits we have deducted from our payments of ICMS were not deductible and (ii) we have failed to comply with certain accessory obligations; (iii) we are required to pay the ICMS on electricity purchases and (iv) we are required to pay ICMS in connection with goods that we bring into the State of Pará. We have determined that we have a possible loss in proceedings involving a total estimated amount of R$4.4 billion.

          In connection with a legal proceeding relating to ICMS, prosecutors in the state of Rio de Janeiro are seeking criminal charges against members of management of our subsidiary MBR, alleging tax fraud. The amount involved in the underlying tax proceeding is small (approximately R$7 million), but if these charges are accepted by the court, a criminal proceeding against these individuals will be started. We believe that these allegations are without merit.

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          In addition to the tax assessments described above, the tax authorities of Pará has issued tax assessments asserting that the calculation of ICMS should be based on the market value of the iron ore transported, as opposed to the cost of production of the ore, which we have used to calculate the ICMS owed in years past. We are engaged in two judicial proceedings challenging these tax assessments, one of which covers the years 2007, 2008 and 2009, in an aggregate amount of R$1.08 billion, and the other covering the years 2010, 2011 and 2012, in an aggregate amount of R$1.07 billion, as of December 2016. We have provided a bank guarantee in the full amount in dispute to suspend the collection proceeding while our judicial challenge is pending, as required by Brazilian law. The state attorney of Pará has issued an opinion in our favor, and we are waiting for a decision of the tax authorities, and we have determined that the possibility of a loss in connection with these proceedings is remote.

          Also, the tax authorities of the State of Minas Gerais contend that Vale should also have paid ICMS in relation to the transportation of the iron ore, but in the Company's point of view such taxation is not applicable because the ore was transported directly by Vale. The court decided in our favor with respect to the tax assessment covering the years of 2009 and 2010, in an aggregate amount of R$566 million. The discussion remains in relation to the years of 2011, 2012 and 2013, in the aggregate amount of R$855 million, and we also expect a favorable outcome.

Litigation on Brazilian taxation of foreign subsidiaries

          We are engaged in legal proceedings concerning the contention of the Brazilian federal tax authority (Receita Federal) that we should pay Brazilian corporate income tax and social security contributions on the net income of our non-Brazilian subsidiaries and affiliates. The position of the tax authority is based on Article 74 of Brazilian Provisional Measure 2,158-34/2001 ("Article 74"), a tax regulation issued in 2001.

          In 2013, we significantly reduced the amount in dispute by participating in the REFIS, a federal tax settlement program for payment of amounts relating to Brazilian corporate income tax and social contribution. We settled the claims related to the net income of our non-Brazilian subsidiaries and affiliates from 2003 to 2012, and we continue to dispute the assessments with respect to 1996 to 2002. Under the REFIS, we paid US$2.6 billion in 2013, and we agreed to pay the remaining US$7.0 billion in monthly installments, bearing interest at the SELIC rate. As of December 31, 2016, the remaining balance was US$5.419 billion to be paid in 142 further installments.

          We had initiated a direct legal proceeding (mandado de segurança) in 2003 challenging the tax authority's position. In December 2013, as required by the REFIS statute, we waived the legal arguments with respect to the period between 2003 and 2012.

          We are continuing our direct legal proceeding with respect to the years not included in the REFIS. The total amount in dispute for the period between 1996 and 2002 is R$2.179 billion. In 2014, the Superior Court of Justice (STJ) ruled in our favor on certain of our arguments against those assessments. In particular, the STJ ruled that: (a) Article 74 violates certain provisions under the international treaties against double taxation between Brazil and the countries where some of our subsidiaries are based, so profits realized by Vale's subsidiaries in those jurisdictions are not taxable in Brazil under Article 74; and (b) it is illegal to charge income tax and social contribution tax on our interest in the profits of affiliates that we account for under the equity method. The STJ also ruled that the profits realized by Vale's subsidiaries in the Bermuda are subject to taxation in Brazil under Article 74. The tax authorities filed an appeal before the Federal Supreme Court and a decision is pending.

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PIS/COFINS assessments

          Between 2011 and 2016, we received tax assessments from the Brazilian federal tax authority contending that we incorrectly claimed PIS and COFINS tax credits for the period between 2004 and 2011. PIS and COFINS are taxes imposed by the Brazilian government on our gross revenues, which may be partially offset by credits resulting from PIS and COFINS payments made by our suppliers. The tax authorities claim that (i) some credits we have deducted from our payments of PIS and COFINS were not deductible and (ii) we have not submitted adequate evidence of certain other credits. We are contesting these assessments in the administrative level. The total amount of these tax assessments is R$3.2 billion.

Income tax assessments

          In 2004, a decision of the Brazilian Superior Court of Justice (STJ) granted us the right to deduct the amounts we pay as social security contributions on the net income (CSLL) from our taxable income. In 2006, the Brazilian federal tax authorities commenced a rescission action (ação rescisória) against us, seeking the reversal of the 2004 decision. The rescission action was rejected by the federal court in Rio de Janeiro and by the Federal Court of Appeals of the Second Region (TRF2). The tax authorities have appealed to the Superior Court of Justice (STJ) and to the Supreme Court (STF). If the courts decide for rescission of the 2004 decision, we will no longer be able to deduct the CSLL from our future taxable income, and the decision will determine whether or not we will be required to supplement the income tax payments we made between 2003 and 2016. As of December 31, 2016, the total CSLL deducted from our taxable income between 2003 and 2016 was R$6.414 billion.

Railway litigation

          In 1994, prior to our privatization, we entered into a contract with Rede Ferroviária Federal S.A. ("RFFSA"), the Brazilian federal rail network, to build two railway networks in Belo Horizonte, Brazil, which were to be incorporated into an existing railway segment, in a project called "Transposição de Belo Horizonte." We subsequently entered into a related agreement with the Brazilian government to begin the construction of an alternative railway segment, because the initially agreed segments could not be built. In August 2006, RFFSA (now succeeded as defendant by the Brazilian government) filed a breach of contract claim against us stemming from the 1994 contract regarding the construction of two railway networks.

          Before the RFFSA lawsuit was filed, we filed a claim against RFFSA challenging the inflation adjustment provisions in the contract with RFFSA. We contend that the method of calculation employed by the Brazilian government is not lawful under Brazilian law. Pursuant to a partial settlement of the original RFFSA lawsuit, if the claim is decided in the Brazilian government's favor, then the construction costs of the new railway segment assumed by Vale will offset the damages due from Vale under such claim, representing a significant reduction in the amount we would be required to pay.

          In June 2012, the federal judge rejected both RFFSA's claims and our contractual claim for review of the inflation adjustment provisions. On February 24, 2016, the Federal Court of Appeals (Tribunal Regional Federal) affirmed the June 2012 decision of the federal judge. A request for clarification from RFFSA and our appeal to the Superior Court of Justice (STJ) are pending. The current amount claimed by RFFSA, including adjustments for inflation and interest, is approximately of R$4.3 billion.

Praia Mole suit

          We are among the defendants in a public civil action filed by the federal prosecutor in November 1997 seeking to annul the concession agreements under which the defendants operate the Praia Mole maritime terminal in the Brazilian state of Espírito Santo. In July 2012, the Federal Court of Appeals affirmed the November 2007 decision that rejected the prosecutor's claim and recognized the validity of those concession agreements. The prosecutor has appealed that ruling, and a final decision on the appeal is still pending.

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MEMORANDUM AND ARTICLES OF ASSOCIATION

Company objectives and purposes

          Our corporate purpose is defined by our bylaws to include:

Common shares and preferred shares

          Set forth below is certain information concerning our authorized and issued share capital and a brief summary of certain significant provisions of our bylaws and Brazilian corporate law. This description does not purport to be complete and is qualified by reference to our bylaws (an English translation of which we have filed with the SEC) and to Brazilian corporate law.

          Our bylaws authorize the issuance of up to 3.6 billion common shares and up to 7.2 billion preferred shares, in each case based solely on the approval of the Board of Directors without any additional shareholder approval.

          Each common share entitles the holder thereof to one vote at meetings of our shareholders. Holders of common shares are not entitled to any preference relating to our dividends or other distributions.

          Holders of preferred shares and the golden shares are generally entitled to the same voting rights as holders of common shares, except with respect to the election of members of the Board of Directors, and are entitled to a preferential dividend as described below. Non-controlling shareholders holding common shares representing at least 15% of our voting capital, and preferred shares representing at least 10% of our total share capital, have the right to appoint each one member and an alternate to our Board of Directors. If no group of common or preferred shareholders meets the thresholds described above, shareholders holding preferred or common shares representing at least 10% of our total share capital are entitled to combine their holdings to appoint one member and an alternate to our Board of Directors. Holders of preferred shares, including the golden shares, may elect one member of the permanent Fiscal Council and the respective alternate. Non-controlling holders of common shares may also elect one member of the Fiscal Council and an alternate, pursuant to applicable CVM rules.

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          The Brazilian government holds 12 golden shares of Vale. The golden shares are preferred shares that entitle the holder to the same rights (including with respect to voting and dividend preference) as holders of preferred shares. In addition, the holder of the golden shares is entitled to veto any proposed action relating to the following matters:

Calculation of distributable amount

          At each annual shareholders' meeting, the Board of Directors is required to recommend, based on the executive officers' proposal, how to allocate our earnings for the preceding fiscal year. For purposes of Brazilian corporate law, a company's net income after income taxes and social contribution taxes for such fiscal year, net of any accumulated losses from prior fiscal years and amounts allocated to employees' and management's participation in earnings represents its "net profits" for such fiscal year. In accordance with Brazilian corporate law, an amount equal to our net profits, as further reduced by amounts allocated to the legal reserve, to the fiscal incentive investment reserve, to the contingency reserve or to the unrealized income reserve established by us in compliance with applicable law (discussed below) and increased by reversals of reserves constituted in prior years, is available for distribution to shareholders in any given year. Such amount, the adjusted net profits, is referred to herein as the distributable amount. We may also establish discretionary reserves, such as reserves for investment projects.

          The Brazilian corporate law provides that all discretionary allocations of net profits, including discretionary reserves, the contingency reserve, the unrealized income reserve and the reserve for investment projects, are subject to approval by the shareholders voting at the annual meeting and can be transferred to capital or used for the payment of dividends in subsequent years. The fiscal incentive investment reserve and legal reserve are also subject to approval by the shareholders voting at the annual meeting and may be transferred to capital but are not available for the payment of dividends in subsequent years.

          The sum of certain discretionary reserves may not exceed the amount of our paid-in capital. When such limit is reached, our shareholders may vote to use the excess to pay in capital, increase capital or distribute dividends.

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          Our calculation of net profits and allocations to reserves for any fiscal year are determined on the basis of the unconsolidated financial statements of our parent company, Vale S.A., in reais, prepared in accordance with Brazilian corporate law. Our consolidated financial statements have been prepared in accordance with IFRS using U.S. dollars as the reporting currency and, although our allocations to reserves and dividends will be reflected in these financial statements, investors will not be able to calculate such allocations or required dividend amounts from our consolidated financial statements in U.S. dollars.

Mandatory dividend

          The Brazilian corporate law and our bylaws prescribe that we must distribute to our shareholders in the form of dividends or interest on shareholders' equity an annual amount equal to not less than 25% of the distributable amount, referred to as the mandatory dividend, unless the Board of Directors advises our shareholders at our general shareholders' meeting that payment of the mandatory dividend for the preceding year is inadvisable in light of our financial condition. To date, our Board of Directors has never determined that payment of the mandatory dividend was inadvisable. The Fiscal Council must review any such determination and report it to the shareholders. In addition to the mandatory dividend, our Board of Directors may recommend to the shareholders payment of dividends from other funds legally available therefore. Any payment of interim dividends will be netted against the amount of the mandatory dividend for that fiscal year. The shareholders must also approve the recommendation of the Board of Directors with respect to any required distribution. The amount of the mandatory dividend is subject to the size of the legal reserve, the contingency reserve, and the unrealized income reserve. The amount of the mandatory dividend is not subject to the size of the discretionary tax incentive reserve. See —Calculation of distributable amount.

Dividend preference of preferred shares

          Pursuant to our bylaws, holders of preferred shares and the golden shares are entitled to a minimum annual non-cumulative preferential dividend equal to (i) at least 3% of the book value per share, calculated in accordance with the financial statements which serve as reference for the payment of dividends, or (ii) 6% of their pro rata share of our paid-in capital, whichever is higher. To the extent that we declare dividends in any particular year in amounts which exceed the preferential dividends on preferred shares, and after holders of common shares have received distributions equivalent, on a per share basis, to the preferential dividends on preferred shares, holders of common shares and preferred shares shall receive the same additional dividend amount per share. We regularly have had sufficient distributable amounts to be able to distribute equal amounts to both common and preferred shareholders.

Other matters relating to our preferred shares

          Our bylaws do not provide for the conversion of preferred shares into common shares. In addition, the preferred shares do not have any preference upon our liquidation and there are no redemption provisions associated with the preferred shares.

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Distributions classified as shareholders' equity

          Brazilian companies are permitted to pay limited amounts to shareholders and treat such payments as an expense for Brazilian income tax purposes. Our bylaws provide for the distribution of interest on shareholders' equity as an alternative form of payment to shareholders. The interest rate applied is limited to the Brazilian long-term interest rate, or TJLP, for the applicable period. The deduction of the amount of interest paid cannot exceed the greater of (1) 50% of net income (after the deduction of the provision of social contribution on net profits and before the deduction of the provision of the corporate income tax) before taking into account any such distribution for the period in respect of which the payment is made or (2) 50% of the sum of retained earnings and profit reserves. Any payment of interest on shareholders' equity is subject to Brazilian withholding income tax. See Additional information—Taxation—Brazilian tax considerations. Under our bylaws, the amount paid to shareholders as interest on shareholders' equity (net of any withholding tax) may be included as part of any mandatory and minimum dividend. Under Brazilian corporate law, we are obligated to distribute to shareholders an amount sufficient to ensure that the net amount received, after payment by us of applicable Brazilian withholding taxes in respect of the distribution of interest on shareholders' equity, is at least equal to the mandatory dividend.

Voting rights

          Each common share entitles the holder thereof to one vote at meetings of our shareholders. Holders of preferred shares are entitled to the same voting rights as holders of common shares except for the election of members of the Board of Directors, which will no longer apply in the event of any dividend arrearage, as described below. One of the members of the permanent Fiscal Council and his or her alternate are elected by majority vote of the holders of preferred shares. Holders of preferred shares and common shares may, in certain circumstances, combine their respective holdings to elect members of our Board of Directors, as described under—Common shares and preferred shares.

          The golden shares entitle the holder thereof to the same voting rights as holders of preferred shares. The golden shares also confer certain other significant veto rights in respect of particular actions, as described under—Common shares and preferred shares.

          The Brazilian corporate law provides that non-voting or restricted-voting shares, such as the preferred shares, acquire unrestricted voting rights beginning when a company has failed for three consecutive fiscal years (or for any shorter period set forth in a company's constituent documents) to pay any fixed or minimum dividend to which such shares are entitled and continuing until payment thereof is made. Our bylaws do not set forth any such shorter period.

          Any change in the preferences or advantages of our preferred shares, or the creation of a class of shares having priority over the preferred shares, would require the approval of the holder of the golden shares, who can veto such matters, as well as the approval of the holders of a majority of the outstanding preferred shares, voting as a class at a special meeting.

Shareholders' meetings

          Our Ordinary General Shareholders' Meeting is convened by April of each year for shareholders to resolve upon our financial statements, distribution of profits, election of Directors and Fiscal Council Members, if necessary, and compensation of senior management. Extraordinary General Shareholders' Meetings are convened by the Board of Directors as necessary in order to decide all other matters relating to our corporate purposes and to pass such other resolutions as may be necessary.

          Pursuant to Brazilian corporate law, shareholders voting at a general shareholders' meeting have the power, among other powers, to:

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          Pursuant to CVM recommendations, all general shareholders' meetings, including the annual shareholders' meeting, require no fewer than 30 days' notice to shareholders prior to the scheduled meeting date. Where any general shareholders' meeting is adjourned, 8 days' prior notice to shareholders of the reconvened meeting is required. Pursuant to Brazilian corporate law, this notice to shareholders is required to be published no fewer than three times, in the Diário Oficial do Estado do Rio de Janeiro and in a newspaper with general circulation in the city where we have our registered office, in Rio de Janeiro—Valor Econômico—Estado do Rio de Janeiro is the newspaper currently designated for this purpose. Such notice must contain the agenda for the meeting and, in the case of an amendment to our bylaws, an indication of the meeting's subject matter. In addition, under our bylaws, the holder of the golden shares is entitled to a minimum of 15 days' prior formal notice to its legal representative of any general shareholders' meeting to consider any proposed action subject to the veto rights accorded to the golden shares. See—Common shares and preferred shares.

          A shareholders' meeting may be held if shareholders representing at least one-quarter of the voting capital are present, except as otherwise provided, including for meetings convened to amend our bylaws, which require a quorum of at least two-thirds of the voting capital. If no such quorum is present, notice must again be given in the same manner as described above, and a meeting may then be convened without any specific quorum requirement, subject to the minimum quorum and voting requirements for certain matters, as discussed below. A shareholder without a right to vote may attend a general shareholders' meeting and take part in the discussion of matters submitted for consideration.

          Except as otherwise provided by law, resolutions of a shareholders' meeting are passed by a simple majority vote, abstentions not being taken into account. Under Brazilian corporate law, the approval of shareholders representing at least one-half of the issued and outstanding voting shares is required for the types of action described below, as well as, in the case of the first two items below, a majority of issued and outstanding shares of the affected class:

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          Whenever the shares of any class of capital stock are entitled to vote, each share is entitled to one vote. Annual shareholders' meetings must be held by April 30 of each year. Shareholders' meetings are called, convened and presided over by the chairman or, in case of his absence, by the vice-chairman of our Board of Directors. In the case of temporary impediment or absence of the chairman or vice-chairman of the Board of Directors, the shareholders' meetings may be chaired by their respective alternates, or in the absence or impediment of such alternates, by a director especially appointed by the chairman of the Board of Directors. A shareholder may be represented at a general shareholders' meeting by a proxy appointed in accordance with applicable Brazilian law not more than one year before the meeting, who must be a shareholder, a company officer, a lawyer or a financial institution.

Redemption rights

          Our common shares and preferred shares are not redeemable, except that a dissenting shareholder is entitled under Brazilian corporate law to obtain redemption upon a decision made at a shareholders' meeting approving any of the items listed above, as well as:

          Only holders of shares adversely affected by shareholder decisions altering the rights, privileges or priority of a class of shares or creating a new class of shares may require us to redeem their shares. The right of redemption triggered by shareholder decisions to merge, consolidate or to participate in a centralized group of companies may only be exercised if our shares do not satisfy certain tests of liquidity, among others, at the time of the shareholder resolution. The right of redemption lapses 30 days after publication of the minutes of the relevant general shareholders' meeting, unless, as in the case of resolutions relating to the rights of preferred shares or the creation of a new class of preferred shares, the resolution is subject to confirmation by the preferred shareholders (which must be made at a special meeting to be held within one year), in which case the 30-day term is counted from the publication of the minutes of the special meeting.

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          We would be entitled to reconsider any action giving rise to redemption rights within 10 days following the expiration of such rights if the redemption of shares of dissenting shareholders would jeopardize our financial stability. Any redemption pursuant to Brazilian corporate law would be made at no less than the book value per share, determined on the basis of the last balance sheet approved by the shareholders; provided that if the general shareholders' meeting giving rise to redemption rights occurred more than 60 days after the date of the last approved balance sheet, a shareholder would be entitled to demand that his or her shares be valued on the basis of a new balance sheet dated within 60 days of such general shareholders' meeting.

Preemptive rights

          Each of our shareholders has a general preemptive right to subscribe for shares in any capital increase, in proportion to his or her shareholding. A minimum period of 30 days following the publication of notice of a capital increase is assured for the exercise of the right, and the right is transferable. Under our bylaws and Brazilian corporate law, and subject to the requirement for shareholder approval of any necessary increase to our authorized share capital, our Board of Directors may decide not to extend preemptive rights to our shareholders, or to reduce the 30-day period for the exercise of preemptive rights, in each case with respect to any issuance of shares, debentures convertible into shares or warrants in the context of a public offering. In the event of a capital increase that would maintain or increase the proportion of capital represented by preferred shares, holders of preferred shares will have preemptive rights to subscribe only to newly issued preferred shares. In the event of a capital increase that would reduce the proportion of capital represented by preferred shares, shareholders will have preemptive rights to subscribe for preferred shares, in proportion to their shareholdings, and for common shares only to the extent necessary to prevent dilution of their overall interest in us. In the event of a capital increase that would maintain or increase the proportion of capital represented by common shares, shareholders will have preemptive rights to subscribe only to newly issued common shares. In the event of a capital increase that would reduce the proportion of capital represented by common shares, holders of common shares will have preemptive rights to subscribe for preferred shares only to the extent necessary to prevent dilution of their overall interest in us.

Tag-along rights

          According to Brazilian corporate law, in the event of a sale of control of a company, the acquirer is obliged to offer to holders of voting shares the right to sell their shares for a price equal to at least 80% of the price paid for the voting shares representing control.

Form and transfer of shares

          Our preferred shares and common shares are in book-entry form registered in the name of each shareholder. The transfer of such shares is made under Brazilian corporate law, which provides that a transfer of shares is effected by our transfer agent, Banco Bradesco, upon presentation of valid share transfer instructions to us by a transferor or its representative. When preferred shares or common shares are acquired or sold on a Brazilian stock exchange, the transfer is effected on the records of our transfer agent by a representative of a brokerage firm or the stock exchange's clearing system. Transfers of shares by a foreign investor are made in the same way and are executed by the investor's local agent, who is also responsible for updating the information relating to the foreign investment furnished to the Central Bank of Brazil.

          The BM&FBOVESPA operates a central clearing system through Companhia Brasileira de Liquidação e Custódia, or CBLC. A holder of our shares may participate in this system and all shares elected to be put into the system will be deposited in custody with CBLC (through a Brazilian institution that is duly authorized to operate by the Central Bank of Brazil and maintains a clearing account with CBLC). The fact that such shares are subject to custody with the relevant stock exchange will be reflected in our registry of shareholders. Each participating shareholder will, in turn, be registered in the register of our beneficial shareholders that is maintained by CBLC and will be treated in the same way as registered shareholders.

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SHAREHOLDER DEBENTURES

          At the time of the first stage of our privatization in 1997, we issued shareholder revenue interests known in Brazil as "debêntures participativas" to our then-existing shareholders. The terms of the debentures were established to ensure that our pre-privatization shareholders, including the Brazilian government, would participate alongside us in potential future financial benefits that we derive from exploiting certain mineral resources that were not taken into account in determining the minimum purchase price of our shares in the privatization. In accordance with the debentures deed, holders have the right to receive semi-annual payments equal to an agreed percentage of our net revenues (revenues less value-added tax, transport fee and insurance expenses related to the trading of the products) from certain identified mineral resources that we owned at the time of the privatization, to the extent that we exceed defined thresholds of sales volume relating to certain mineral resources, and from the sale of mineral rights that we owned at that time. Our obligation to make payments to the holders will cease when the relevant mineral resources are exhausted.

          We made available for withdrawal by holders of shareholder debentures US$118 million in 2014, US$65 million in 2015 and US$84 million in 2016. In October 2013, the accumulated sales volume of iron ore from the Northern System reached the relevant threshold established in the debentures deed, which triggered our obligation to make additional semi-annual payments of the premium on iron ore products, starting in 2014. See note 32 to our consolidated financial statements for a description of the terms of the debentures.

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EXCHANGE CONTROLS AND OTHER LIMITATIONS
AFFECTING SECURITY HOLDERS

          Under Brazilian corporate law, there are no restrictions on ownership of our capital stock by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of preferred shares or common shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation, which generally requires, among other things, that the relevant investment be registered with the Central Bank of Brazil. These restrictions on the remittance of foreign capital abroad could hinder or prevent the depositary bank and its agents for the preferred shares or common shares represented by ADSs from converting dividends, distributions or the proceeds from any sale of preferred shares, common shares or rights, as the case may be, into U.S. dollars and remitting such amounts abroad. Delays in, or refusal to grant any required government approval for conversions of Brazilian currency payments and remittances abroad of amounts owed to holders of ADSs could adversely affect holders of ADRs.

          Under Resolution No. 4,373/2014 of the CMN, foreign investors may invest in almost all financial assets and engage in almost all transactions available in the Brazilian financial and capital markets, provided that certain requirements are fulfilled. In accordance with Resolution No. 4,373/2014, the definition of foreign investor includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered outside Brazil.

          Under Resolution No. 4,373/2014, a foreign investor must:

          Resolution No. 4,373/2014 specifies the manner of custody and the permitted means for trading securities held by foreign investors under the resolution. The offshore transfer or assignment of securities or other financial assets held by foreign investors pursuant to Resolution No. 4,373/2014 is prohibited, except for transfers resulting from a corporate reorganization, or occurring upon the death of an investor by operation of law or will.

          Resolution No. 4,373/2014 also provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. It provides that the proceeds from the sale of ADSs by holders of ADRs outside Brazil are not subject to Brazilian foreign investment controls and holders of ADSs who are not residents of a low-tax jurisdiction (país com tributação favorecida), as defined by Brazilian law, will be entitled to favorable tax treatment.

          An electronic registration has been issued to the custodian in the name of the depositary with respect to the ADSs. Pursuant to this electronic registration, the custodian and the depositary are able to convert dividends and other distributions with respect to the underlying shares into foreign currency and to remit the proceeds outside Brazil. If a holder exchanges ADSs for preferred shares or common shares, the holder must, within five business days, seek to obtain its own electronic registration with the Central Bank of Brazil under Law No. 4,131/1962 and Resolution No. 4,373/2014. Thereafter, unless the holder has registered its investment with the Central Bank of Brazil, such holder may not convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such preferred shares or common shares.

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          Under Brazilian law, whenever there is a serious imbalance in Brazil's balance of payments or reasons to foresee a serious imbalance, the Brazilian government may impose temporary restrictions on the remittance to foreign investors of the proceeds of their investments in Brazil, and on the conversion of Brazilian currency into foreign currencies. Such restrictions may hinder or prevent the custodian or holders who have exchanged ADSs for underlying preferred shares or common shares from converting distributions or the proceeds from any sale of such shares, as the case may be, into U.S. dollars and remitting such U.S. dollars abroad. In the event the custodian is prevented from converting and remitting amounts owed to foreign investors, the custodian will hold the reais it cannot convert for the account of the holders of ADRs who have not been paid. The depositary will not invest the reais and will not be liable for interest on those amounts. Any reais so held will be subject to devaluation risk against the U.S. dollar.

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TAXATION

          The following summary contains a description of the principal Brazilian and U.S. federal income tax consequences of the ownership and disposition of preferred shares, common shares or ADSs. You should know that this summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a holder of preferred shares, common shares or ADSs.

          Holders of preferred shares, common shares or ADSs should consult their own tax advisors to discuss the tax consequences of the purchase, ownership and disposition of preferred shares, common shares or ADSs, including, in particular, the effect of any state, local or other national tax laws.

          Although there is at present no treaty to avoid double taxation between Brazil and the United States, both countries' tax authorities have been having discussions that may result in the execution of such a treaty. In this regard, the two countries signed a Tax Information Exchange Agreement on March 20, 2007, which the Brazilian government approved in May 2013. We cannot predict whether or when such a treaty will enter into force or how, if entered into, such a treaty will affect the U.S. holders, as defined below, of preferred shares, common shares or ADSs.

Brazilian tax considerations

          The following discussion summarizes the principal Brazilian tax consequences of the acquisition, ownership and disposition of preferred shares, common shares or ADSs by a holder not deemed to be domiciled in Brazil for purposes of Brazilian taxation ("Non-Brazilian Holder"). It is based on the tax laws of Brazil and regulations thereunder in effect on the date hereof, which are subject to change (possibly with retroactive effect). This discussion does not specifically address all of the Brazilian tax considerations applicable to any particular Non-Brazilian Holder. Therefore, Non-Brazilian Holders should consult their own tax advisors concerning the Brazilian tax consequences of an investment in preferred shares, common shares or ADSs.

          For Brazilian corporations, such as the Company, distributions to shareholders are classified as either dividend or interest on shareholders' equity.

          Amounts distributed as dividends will generally not be subject to Brazilian withholding income tax if the distribution is paid only from profits for the corresponding year, as determined under Brazilian tax principles. Dividends paid from profits generated before January 1, 1996 may be subject to Brazilian withholding income tax at varying rates depending on the year the profits were generated. Dividends paid from sources other than profits as determined under Brazilian tax principles may be subject to withholding tax.

          Amounts distributed as interest on shareholders' equity are generally subject to withholding income tax at the rate of 15%, except where:

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          Interest on shareholders' equity is calculated as interest rate on the sum of the following accounts: (i) share capital, (ii) capital reserves, (ii) profits reserves, (iv) treasury stocks and (v) accumulated losses. The interest rate applied may not exceed the TJLP, the benchmark Brazilian long-term interest rate. In addition, the amount of distributions classified as interest on shareholders' equity may not be more than the greater of (1) 50% of net income (after the deduction of social contribution on net profits but before taking into account such payment of interest and the provision for corporate income tax) for the period in respect of which the payment is made and (2) 50% of the sum of retained earnings and profit reserves.

          Payments of interest on shareholders' equity are deductible for the purposes of corporate income tax and social contribution on net profit, to the extent of the limits described above. The tax benefit to the Company in the case of a distribution by way of interest on shareholders' equity is a reduction in the Company's corporate tax charge by an amount equivalent to 34% of such distribution.

          Taxation of Non-Brazilian Holders on capital gains depends on the status of the holder as either:

          Investors identified in items (i) or (ii) are subject to favorable tax treatment, as described below.

          Capital gains realized by a Non-Brazilian Holder from the disposition of "assets located in Brazil" are subject to taxation in Brazil. Preferred shares and common shares qualify as assets located in Brazil, and the disposition of such assets by a Non-Brazilian Holder may be subject to income tax on the gains assessed, in accordance with the rules described below, regardless of whether the transaction is carried out with another non-Brazilian resident or with a Brazilian resident.

          There is some uncertainty as to whether ADSs qualify as "assets located in Brazil" for this purpose. Arguably, the ADSs constitute assets located in Brazil and therefore the gains realized by a Non-Brazilian Holder on the disposition of ADSs to another non-Brazilian resident should not be subject to income tax in Brazil. However, it is not certain that the Brazilian courts will uphold this interpretation of the definition of "assets located in Brazil" in connection with the taxation of gains realized by a Non-Brazilian Holder on the disposition of ADSs. Consequently, gains on a disposition of ADSs by a Non-Brazilian Holder (whether in a transaction carried out with another Non-Brazilian Holder or a person domiciled in Brazil) may be subject to income tax in Brazil in accordance with the rules applicable to a disposition of shares.

          Although there are arguments to the contrary, the deposit of preferred shares or common shares in exchange for ADSs may be subject to Brazilian income tax if the acquisition cost of the shares being deposited is lower than the average price, determined as either:

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          The positive difference between the average price of the preferred shares or common shares calculated as described above and their acquisition cost will be considered to be a capital gain subject to income tax in Brazil. In some circumstances, there are grounds to conclude that such taxation is not applicable with respect to any 4,373 Holder, provided such holder is not located in a Low Tax Jurisdiction.

          The withdrawal of preferred shares or common shares by holders in exchange for ADSs is not subject to Brazilian income tax, subject to compliance with applicable regulations regarding the registration of the investment with the Central Bank of Brazil.

          For the purpose of Brazilian taxation, the income tax rules on gains related to disposition of preferred shares or common shares vary depending on:

          The gain realized as a result of a transaction on a Brazilian stock exchange is the difference between: (i) the amount in Brazilian currency realized on the sale or disposition and (ii) the acquisition cost, without any adjustment for inflation, of the securities that are the subject of the transaction.

          Through December 31, 2016, any gain realized by a Non-Brazilian Holder on a sale or disposition of preferred shares or common shares carried out on the Brazilian stock exchange was:

          The sale or disposition of common shares carried out on the Brazilian stock exchange is subject to withholding tax at the rate of 0.005% on the sale value. This withholding tax can be offset against the eventual income tax due on the capital gain. A 4,373 Holder that is not resident or domiciled in a Low Tax Jurisdiction is not subject to this withholding tax.

          Beginning on January 1, 2017, the taxation regime for capital gains in Brazil was significantly amended. Under the new regime, capital gains realized by non-Brazilian residents and individuals resident in Brazil are subject to progressive taxation, and the rates range from 15% to 22.5% as described below:

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          We believe that this new regime of capital gains taxation replaces previous instances of taxation at the rate of 15%, but does not change the rate of 25% applicable to residents in a Low Tax Jurisdictions. We expect that the tax authorities will adapt regulations to clarify, among other issues, whether the new regime applies or not to 4,373 Holders, to a residents in a Low Tax Jurisdiction. You should consult your own tax advisors concerning the implications of these rules in light of your particular circumstances.

          With respect to transactions arranged by a broker that are conducted on the Brazilian non-organized over-the-counter market, a withholding income tax at a rate of 0.005% on the sale value is levied on the transaction and can be offset against the eventual income tax due on the capital gain.

          In the case of a redemption of preferred shares, common shares or ADSs or a capital reduction by a Brazilian corporation, the positive difference between the amount received by any Non-Brazilian Holder and the acquisition cost of the preferred shares, common shares or ADSs being redeemed is treated as capital gain and is therefore generally subject to income tax at the progressive rate from 15% to 22.5%, while the 25% rate applies to residents in a Low Tax Jurisdiction.

          Any exercise of pre-emptive rights relating to our preferred shares or common shares will not be subject to Brazilian taxation. Any gain realized by a Non-Brazilian Holder on the disposition of pre-emptive rights relating to preferred shares or common shares in Brazil will be subject to Brazilian income taxation in accordance with the same rules applicable to the sale or disposition of preferred shares or common shares.

          Brazilian law imposes a tax on foreign exchange transactions, or an IOF/Exchange Tax, due on the conversion of reais into foreign currency and on the conversion of foreign currency into reais. Currently, for most foreign currency exchange transactions, the rate of IOF/Exchange Tax is 0.38%.

          The outflow of resources from Brazil related to investments held by a Non-Brazilian Holder in the Brazilian financial and capital markets is currently subject to IOF/Exchange Tax at a zero percent rate. In any case, the Brazilian government may increase such rates at any time, up to 25%, with no retroactive effect.

          Brazilian law imposes a tax on transactions involving securities, or an IOF/Securities Tax, including those carried out on the Brazilian stock exchange. The rate of IOF/Securities Tax applicable to transactions involving publicly traded securities in Brazil is currently zero. The rate of IOF/Securities Tax applicable to a transfer of shares traded on the Brazilian stock exchange to back the issuance of depositary receipts has also been zero since December 24, 2013. However, the Brazilian Government may increase such rates at any time up to 1.5% of the transaction amount per day, but the tax cannot be applied retroactively.

          There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of preferred shares, common shares or ADSs by a Non-Brazilian Holder, except for gift and inheritance taxes which are levied by some states of Brazil on gifts made or inheritances bestowed by a Non-Brazilian Holder to individuals or entities resident or domiciled within such states in Brazil. There are no Brazilian stamp, issue, registration, or similar taxes or duties payable by holders of preferred shares or common shares or ADSs.

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U.S. federal income tax considerations

          This summary does not purport to be a comprehensive description of all the U.S. federal income tax consequences of the acquisition, holding or disposition of the preferred shares, common shares or ADSs. This summary applies to U.S. holders, as defined below, who hold their preferred shares, common shares or ADSs as capital assets and does not apply to special classes of holders, such as:

          This discussion is based on the Internal Revenue Code of 1986, as amended to the date hereof, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, all as in effect on the date hereof. These authorities are subject to differing interpretations and may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. There can be no assurance that the U.S. Internal Revenue Service (the "IRS") will not challenge one or more of the tax consequences discussed herein or that a court will not sustain such a challenge in the event of litigation. This summary does not address the Medicare tax on net investment income, the alternative minimum tax, or any aspect of state, local or non-U.S. tax law.

          YOU SHOULD CONSULT YOUR TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

          This discussion is also based, in part, on representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.

          For purposes of this discussion, you are a "U.S. holder" if you are a beneficial owner of preferred shares, common shares or ADSs that is, for U.S. federal income tax purposes:

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          The term U.S. holder also includes certain former citizens of the United States.

          In general, if you are the beneficial owner of American depositary receipts evidencing ADSs, you will be treated as the beneficial owner of the preferred shares or common shares represented by those ADSs for U.S. federal income tax purposes. Deposits and withdrawals of preferred shares or common shares by you in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes. Your tax basis in such preferred shares or common shares will be the same as your tax basis in such ADSs, and the holding period in such preferred shares or common shares will include the holding period in such ADSs.

          The gross amount of a distribution paid on ADSs, preferred shares or common shares, including distributions paid in the form of payments of interest on capital for Brazilian tax purposes, out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be taxable to you as foreign source dividend income and will not be eligible for the dividends-received deduction allowed to corporate shareholders under U.S. federal income tax law. The amount of any such distribution will include the amount of Brazilian withholding taxes, if any, withheld on the amount distributed. To the extent that a distribution exceeds our current and accumulated earnings and profits, such distribution will be treated as a nontaxable return of capital to the extent of your basis in the ADSs, preferred shares or common shares, as the case may be, with respect to which such distribution is made, and thereafter as a capital gain.

          You will be required to include dividends paid in reais in income in an amount equal to their U.S. dollar value calculated by reference to an exchange rate in effect on the date such distribution is received by the depositary, in the case of ADSs, or by you, in the case of common shares or preferred shares. If the depositary or you do not convert such reais into U.S. dollars on the date they are received, it is possible that you will recognize foreign currency loss or gain, which would be ordinary loss or gain, when the reais are converted into U.S. dollars. If you hold ADSs, you will be considered to receive a dividend when the dividend is received by the depositary.

          Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by certain non-corporate taxpayers, including individuals, will be subject to taxation at the preferential rates applicable to long-term capital gains if the dividends are "qualified dividends." Dividends paid on the ADSs will be treated as qualified dividends if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) the Company was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a passive foreign investment company ("PFIC"). The ADSs are listed on the New York Stock Exchange and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on Vale's audited financial statements and relevant market and shareholder data, Vale believes that it was not treated as a PFIC for U.S. federal income tax purposes with respect to its 2016 taxable year. In addition, based on Vale's audited financial statements and its current expectations regarding the value and nature of its assets, the sources and nature of its income, and relevant market and shareholder data, Vale does not anticipate becoming a PFIC for its 2017 taxable year.

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          Based on existing guidance, it is not entirely clear whether dividends received with respect to the preferred shares and common shares will be treated as qualified dividends (and therefore whether such dividends will qualify for the preferential rates of taxation applicable to long-term capital gains), because the preferred shares and common shares are not themselves listed on a U.S. exchange. In addition, the U.S. Treasury has announced its intention to promulgate rules pursuant to which holders of ADSs, preferred shares or common stock and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures have not yet been issued, it is unclear whether we will be able to comply with them. You should consult your own tax advisors regarding the availability of the reduced dividend tax rate in light of your own particular circumstances.

          Subject to generally applicable limitations and restrictions, you will be entitled to a credit against your U.S. federal income tax liability, or a deduction in computing your U.S. federal taxable income, for Brazilian income taxes withheld by us. You must satisfy minimum holding period requirements to be eligible to claim a foreign tax credit for Brazilian taxes withheld on dividends. The limitation on foreign taxes eligible for credit is calculated separately for specific classes of income. For this purpose dividends paid by us on our shares will generally constitute "passive income." Foreign tax credits may not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities or in respect of arrangements in which a U.S. holder's expected economic profit is insubstantial. You should consult your own tax advisors concerning the implications of these rules in light of your particular circumstances.

          Upon a sale or exchange of preferred shares, common shares or ADSs, you will recognize a capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount realized on the sale or exchange and your adjusted tax basis in the preferred shares, common shares or ADSs. This gain or loss will be long-term capital gain or loss if your holding period in the preferred shares, common shares or ADSs exceeds one year. The net amount of long-term capital gain recognized by individual U.S. holders generally is subject to taxation at preferential rates. Your ability to use capital losses to offset income is subject to limitations.

          Any gain or loss will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, if a Brazilian withholding tax is imposed on the sale or disposition of ADSs, preferred shares or common shares, and you do not receive significant foreign source income from other sources, you may not be able to derive effective U.S. foreign tax credit benefits in respect of such Brazilian withholding tax. You should consult your own tax advisor regarding the application of the foreign tax credit rules to your investment in, and disposition of, ADSs, preferred shares or common shares.

          If a Brazilian tax is withheld on the sale or disposition of shares, the amount realized by a U.S. holder will include the gross amount of the proceeds of such sale or disposition before deduction of the Brazilian tax. See Brazilian tax considerations above.

          Information returns may be filed with the IRS in connection with distributions on the preferred shares, common shares or ADSs and the proceeds from their sale or other disposition. You may be subject to United States backup withholding tax on these payments if you fail to provide your taxpayer identification number or comply with certain certification procedures or otherwise establish an exemption from backup withholding. If you are required to make such a certification or to establish such an exemption, you generally must do so on IRS Form W-9.

          The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished to the IRS.

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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

          Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2016. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

          Our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

          Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate and that the degree of compliance with the policies or procedures may deteriorate.

          Our management has assessed the effectiveness of Vale's internal control over financial reporting as of December 31, 2016 based on the criteria established in "Internal Control—Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on such assessment and criteria, our management has concluded that our internal control over financial reporting was effective as of December 31, 2016. The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by KPMG Auditores Independentes, an independent registered public accounting firm, as stated in their report which appears herein.

          Our management identified no change in our internal control over financial reporting during our fiscal year ended December 31, 2016 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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CORPORATE GOVERNANCE

          Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules: (1) we must satisfy the requirements of Exchange Act Rule 10A-3 relating to audit committees; (2) our chief executive officer must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable NYSE corporate governance rules; (3) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules; and (4) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards. The table below briefly describes the significant differences between our practices and the practices of U.S. domestic issuers under NYSE corporate governance rules.

Section
NYSE corporate governance rule for U.S. domestic issuers Our approach

303A.01

A listed company must have a majority of independent directors. "Controlled companies" are not required to comply with this requirement. We are a controlled company because more than a majority of our voting power for the appointment of directors is controlled by Valepar. As a controlled company, are not required to comply with the majority of independent director requirements. There is no legal provision or policy that requires us to have independent directors.

303A.03

The non-management directors of a listed company must meet at regularly scheduled executive sessions without management. We do not have any management directors.

303A.04

A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties.

"Controlled companies" are not required to comply with this requirement.

We do not have a nominating committee. As a controlled company, we are not required to comply with the nominating/corporate governance committee requirements. However, we do have a Governance and Sustainability Committee, which is an advisory committee to the Board of Directors and may include members who are not directors.

  According to its charter, this committee is responsible, among other matters, for:

 

·    evaluating and recommending improvements to the effectiveness of our corporate governance practices and the functioning of the Board of Directors;

 

·    recommending improvements to our Code of Ethics and Conduct and our management system in order to avoid conflicts of interest between us and our shareholders or management;

 

·    issuing reports on potential conflicts of interest between us and our shareholders or management; and

  The committee's charter requires at least one of its members to be independent. For this purpose, an independent member is a person who:

 

·    does not have any current relationship with us other than being part of a committee, or being a shareholder of the Company;

 

·    does not participate, directly or indirectly, in the sales efforts or provision of services by Vale;

 

·    is not a representative of the controlling shareholders;

 

·    has not been an employee of the controlling shareholder or of entities affiliated with a controlling shareholder; and

 

·    has not been an executive officer of the controlling shareholder.

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Section
NYSE corporate governance rule for U.S. domestic issuers Our approach

303A.05

A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. As a controlled company, we are not required to comply with the compensation committee requirements.

"Controlled companies" are not required to comply with this requirement. However, we have an Executive Development Committee, which is an advisory committee to the Board of Directors and may include members who are not directors. This committee is responsible for:

 

·    reporting on general human resources policies;

 

·    analyzing and reporting on the adequacy of compensation levels for our executive officers;

 

·    proposing and updating guidelines for evaluating the performance of our executive officers; and

 

·    reporting on policies relating to health and safety.

303A.06
303A.07

A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3 under the Exchange Act, with a written charter that covers certain minimum specified duties. In lieu of appointing an audit committee composed of independent members of the Board of Directors, we have established a permanent conselho fiscal, or fiscal council, in accordance with the applicable provisions of Brazilian corporate law, and provided the fiscal council with additional powers to permit it to meet the requirements of Exchange Act Rule 10A-3(c)(3).

  Under our bylaws, the Fiscal Council shall have between three and five members. Under Brazilian corporate law, which provides standards for the independence of the Fiscal Council from us and our management, none of the members of the Fiscal Council may be a member of the Board of Directors or an executive officer. Management does not elect any Fiscal Council member. Our Board of Directors has determined that one of the members of our Fiscal Council meets the New York Stock Exchange independence requirements that would apply to audit committee members in the absence of our reliance on Exchange Act Rule 10A-3(c)(3).

  The responsibilities of the Fiscal Council are set forth in its charter. Under our bylaws, the charter must give the Fiscal Council responsibility for the matters required under Brazilian corporate law, as well as responsibility for:

 

·    establishing procedures for the receipt, retention and treatment of complaints related to accounting, controls and audit issues, as well as procedures for the confidential, anonymous submission of concerns regarding such matters;

 

·    recommending and assisting the Board of Directors in the appointment, establishment of compensation and dismissal of independent auditors;

 

·    pre-approving services to be rendered by the independent auditors;

 

·    overseeing the work performed by the independent auditors, with powers to recommend withholding the payment of compensation to the independent auditors; and

 

·    mediating disagreements between management and the independent auditors regarding financial reporting.

303A.08

Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules. Under Brazilian corporate law, shareholder pre-approval is required for the adoption of any equity compensation plans.

303A.09

A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects. We have not published formal corporate governance guidelines.

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Section
NYSE corporate governance rule for U.S. domestic issuers Our approach

303A.10

A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. We have adopted a formal code of ethical conduct, which applies to our directors, officers and employees. We report each year in our annual report on Form 20-F any waivers of the code of ethical conduct granted for directors or executive officers. Our code of ethical conduct has a scope that is similar, but not identical, to that required for a U.S. domestic company under the NYSE rules.

303A.12

a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. We are subject to (b) and (c) of these requirements, but not (a).

b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A.  

c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.  


CODE OF ETHICS AND CONDUCT

          We have a code of ethics and conduct that applies to our employees and to the members of our Board of Directors and our Board of Executive Officers, including the chief executive officer, the chief financial officer and the principal accounting officer. We have posted this Code of Ethics and Conduct on our website, at: http://www.vale.com (under English Version/Investors/The Company/Corporate Governance/Policies). Copies of our code of ethics and conduct may be obtained without charge by writing to us at the address set forth on the front cover of this Form 20-F. We have not granted any implicit or explicit waivers from any provision of our code of ethics and conduct since its adoption.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

          The following table summarizes the fees billed to us by our independent auditors KPMG Auditores Independentes for professional services in 2016 and 2015:

 
Year ended December 31,
 
2015 2016
 
(US$ thousand)

Audit fees

4,844 6,084

Audit-related fees

206 63

Other fees

6

Total fees

5,050 6,143

          "Audit fees" are the aggregate fees billed by KPMG Auditores Independentes for the audit of our annual financial statements, the audit of the statutory financial statements of our subsidiaries, and reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements. They also include fees for services that only the independent auditor reasonably can provide, including the provision of comfort letters and consents in connection with statutory and regulatory filings and the review of documents filed with the SEC and other capital markets or local financial reporting regulatory bodies. "Audit-related fees" are fees charged by KPMG Auditores Independentes for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit fees."

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INFORMATION FILED WITH SECURITIES REGULATORS

          We are subject to various information and disclosure requirements in those countries in which our securities are traded, and we file financial statements and other periodic reports with the CVM, BM&FBOVESPA, the SEC and the French securities regulator Autorité des Marchés Financiers.

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EXHIBITS

Exhibit Number  
  1    Bylaws of Vale S.A., as amended on May 13, 2015 incorporated by reference to the current report on Form 6-K furnished to the Securities and Exchange Commission on May 14, 2015 (File No.: 001-15030)
  8    List of subsidiaries
10.1 Stock Purchase Agreement, dated as of December 19, 2016, by and among Vale S.A., Vale Fertilizer Netherlands B.V. and The Mosaic Company, incorporated by reference to Exhibit 2.1 to Mosaic's current report on Form 8-K dated December 19, 2016 (File No. 001-32327)
12.1 Certification of Chief Executive Officer of Vale pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
12.2 Certification of Chief Financial Officer of Vale pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
13.1 Certification of Chief Executive Officer and Chief Financial Officer of Vale, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1 Consent of KPMG Auditores Independentes

          The amount of long-term debt securities of Vale or its subsidiaries authorized under any individual outstanding agreement does not exceed 10% of Vale's total assets on a consolidated basis. Vale hereby agrees to furnish the SEC, upon its request, a copy of any instruments defining the rights of holders of its long-term debt or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.

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GLOSSARY

Alumina

Aluminum oxide. It is the main component of bauxite, and extracted from bauxite ore in a chemical refining process. It is the principal raw material in the electro-chemical process from which aluminum is produced.

Aluminum

A white metal that is obtained in the electro-chemical process of reducing aluminum oxide.

Ammonium nitrate

Primarily the ammonium salt of nitric acid and contains no less than 33% nitrogen by weight. Predominantly used in agriculture as a high-nitrogen fertilizer. The compound is used as a component of explosives in mining and is the main component of ANFO, a popular explosive.

Austenitic stainless steel

Steel that contains a significant amount of chromium and sufficient nickel to stabilize the austenite microstructure, giving to the steel good formability and ductility and improving its high temperature resistance. They are used in a wide variety of applications, ranging from consumer products to industrial process equipment, as well as for power generation and transportation equipment, kitchen appliances and many other applications where strength, corrosion and high temperature resistance are required.

A$

The Australian dollar.

Bauxite

A rock composed primarily of hydrated aluminum oxides. It is the principal ore of alumina, the raw material from which aluminum is made.

Beneficiation

A variety of processes whereby extracted ore from mining is reduced to particles that can be separated into ore-mineral and waste, the former suitable for further processing or direct use.

CAD

The Canadian dollar.

CFR

Cost and freight. Indicates that all costs related to the transportation of goods up to a named port of destination will be paid by the seller of the goods.

Coal

Coal is a black or brownish-black solid combustible substance formed by the decomposition of vegetable matter without access to air. The rank of coal, which includes anthracite, bituminous coal (both are called hard coal), sub-bituminous coal, and lignite, is based on fixed carbon, volatile matter, and heating value.

Cobalt

Cobalt is a hard, lustrous, silver-gray metal found in ores, and used in the preparation of magnetic, wear-resistant, and high-strength alloys (particularly for jet engines and turbines). Its compounds are also used in the production of inks, paints, catalysts and battery materials.

Coke

Coal that has been processed in a coke oven, for use as a reduction agent in blast furnaces and in foundries for the purposes of transforming iron ore into pig iron.

Coking Coal

Hard coking coal is the highest value segment of the metallurgical coal market segments (see metallurgical coal) because of its high strength factors to form a strong coke.

Concentration

Physical, chemical or biological process to increase the grade of the metal or mineral of interest.

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Copper

A reddish brown metallic element. Copper is highly conductive, both thermally and electrically. It is highly malleable and ductile and is easily rolled into sheet and drawn into wire.

Copper anode

Copper anode is a metallic product of the converting stage of smelting process that is cast into blocks and generally contains 99% copper grade, which requires further processing to produce refined copper cathodes.

Copper cathode

Copper plate with purity higher than or equal to 99.9% that is produced by an electrolytic process.

Copper concentrate

Material produced by concentration of copper minerals contained in the copper ore. It is the raw material used in smelters to produce copper metal.

CVM

The Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission).

DWT

Deadweight ton. The measurement unit of a vessel's capacity for cargo, fuel oil, stores and crew, measured in metric tons of 1,000 kg. A vessel's total deadweight is the total weight the vessel can carry when loaded to a particular load line.

Electrowon copper cathode

Refined copper cathode is a metallic product produced by an electrochemical process in which copper is recovered from an electrolyte and plated onto an electrode. Electrowon copper cathodes generally contain 99.99% copper grade.

Ferroalloys

Manganese ferroalloys are alloys of iron that contain one or more other chemical elements. These alloys are used to add these other elements into molten metal, usually in steelmaking. The principal ferroalloys are those of manganese, silicon and chromium.

FOB

Free on board. It indicates that the purchaser pays for shipping, insurance and all the other costs associated with transportation of the goods to their destination.

Gold

A precious metal sometimes found free in nature, but usually found in conjunction with silver, quartz, calcite, lead, tellurium, zinc or copper. It is the most malleable and ductile metal, a good conductor of heat and electricity and unaffected by air and most reagents.

Grade

The proportion of metal or mineral present in ore or any other host material.

Hard metallurgical coal

Coal used in the production of steel, comprising multiple segments, including hard coking coal (see hard coking coal), semi-hard coking coal, semi-soft coking coal, all used to produce coke to feed a blast furnace; and, PCI (pulverized coal injection) coal used for direct injection fuel source into the blast furnace (see PCI).

Hematite Ore

Hematite is an iron oxide mineral, but also denotes the high-grade iron ore type within the iron deposits.

Iron ore pellets

Agglomerated ultra-fine iron ore particles of a size and quality suitable for particular iron making processes. Our iron ore pellets range in size from 8 mm to 18 mm.

Itabirite ore

Itabirite is a banded iron formation and denotes the low-grade iron ore type within the iron deposits.

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Lump ore

Iron ore or manganese ore with the coarsest particle size in the range of 6.35 mm to 50 mm in diameter, but varying slightly between different mines and ores.

Manganese ore

A hard brittle metallic element found primarily in the minerals pyrolusite, hausmannite and manganite. Manganese ore is essential to the production of virtually all steels and is important in the production of cast iron.

Metallurgical coal

Coal used in the production of steel, comprising multiple segments, including hard coking coal (see hard coking coal), semi-hard coking coal, semi-soft coking coal, all used to produce coke to feed a blast furnace; and, PCI (pulverized coal injection) coal used for direct injection fuel source into the blast furnace (see PCI). A bituminous hard coal with a quality that allows the production of coke. Normally used in coke ovens for metallurgical purposes.

Mineral deposit(s)

A mineralized body that has been intersected by a sufficient number of closely spaced drill holes and/or underground/surface samples to support sufficient tonnage and grade of metal(s) or mineral(s) of interest to warrant further exploration-development work.

Mineral resource

A concentration or occurrence of minerals of economic interest in such form and quantity that could justify an eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence through drill holes, trenches and/or outcrops. Mineral resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured Resources.

Mt

Million metric tons

Mtpy

Million metric tons per year.

Nickel

A silvery white metal that takes on a high polish. It is hard, malleable, ductile, somewhat ferromagnetic, and a fair conductor of heat and electricity. It belongs to the iron-cobalt group of metals and is chiefly valuable for the alloys it forms, such as stainless steel and other corrosion-resistant alloys.

Nickel laterite

Deposits are formed by intensive weathering of olivine-rich ultramafic rocks such as dunite, peridotite and komatite.

Nickel matte

An intermediate smelter product that must be further refined to obtain pure metal.

Nickel pig iron

A low-grade nickel product, made from lateritic ores, suitable primarily for use in stainless steel production. Nickel pig iron typically has a nickel grade of 1.5-6% produced from blast furnaces. Nickel pig iron can also contain chrome, manganese, and impurities such as phosphorus, sulfur and carbon. Low grade ferro-nickel (FeNi) produced in China through electric furnaces is often also referred to as nickel pig iron.

Nickel sulfide

Formed through magmatic processes where nickel combines with sulfur to form a sulfide phase. Pentlandite is the most common nickel sulfide ore mineral mined and often occurs with chalcopyrite, a common copper sulfide mineral.

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Nitric acid

Nitric acid is manufactured from ammonia and is a key chemical in the manufacture of fertilizers. The acid from the absorption towers typically contains 53-61% nitric acid by mass. Uses for diluted nitric acid other than fertilizer production include metallurgy, cleaning (in food industries) and nylon for the textile industry.

Ntk

Net ton (the weight of the goods being transported excluding the weight of the wagon) kilometer.

Open-pit mining

Method of extracting rock or minerals from the earth by their removal from an open pit. Open-pit mines for extraction of ore are used when deposits of commercially useful minerals or rock are found near the surface; that is, where the overburden (surface material covering the valuable deposit) is relatively thin or the material of interest is structurally unsuitable for underground mining.

Oxides

Compounds of oxygen with another element. For example, magnetite is an oxide mineral formed by the chemical union of iron with oxygen.

Palladium

A silver-white metal that is ductile and malleable, used primarily in automobile-emissions control devices, and electrical applications.

PCI

Pulverized coal injection. Type of coal with specific properties ideal for direct injection via the tuyeres of blast furnaces. This type of coal does not require any processing or coke making, and can be directly injected into the blast furnaces, replacing lump cokes to be charged from the top of the blast furnaces.

Pelletizing

Iron ore pelletizing is a process of agglomeration of ultra-fines produced in iron ore exploitation and concentration steps. The three basic stages of the process are: (i) ore preparation (to get the correct fineness); (ii) mixing and balling (additive mixing and ball formation); and (iii) firing (to get ceramic bonding and strength).

PGMs

Platinum group metals. Consist of platinum, palladium, rhodium, ruthenium, osmium and iridium.

Phosphate

A phosphorous compound, which occurs in natural ores and is used as a raw material for primary production of fertilizer nutrients, animal feeds and detergents.

Pig iron

Product of smelting iron ore usually with coke and limestone in a blast furnace.

Platinum

A dense, precious, grey-white transition metal that is ductile and malleable and occurs in some nickel and copper ores. Platinum is resistant to corrosion and is used primarily in jewelry, and automobile-emissions control devices.

Potash

A potassium chloride compound, chiefly KCl, used as simple fertilizer and in the production of mixture fertilizer.

Precious metals

Metals valued for their color, malleability, and rarity, with a high economic value driven not only by their practical industrial use, but also by their role as investments. The widely-traded precious metals are gold, silver, platinum and palladium.

Primary nickel

Nickel produced directly from mineral ores.

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Probable (indicated) reserves

Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

Proven (measured) reserves

Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, working or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

Real, reais or R$

The official currency of Brazil is the real (singular) (plural: reais).

Reserves (ore/mineral)

The part of a mineral deposit that could be economically and legally extracted or produced at the time of the reserve determination.

ROM

Run-of-mine. Ore in its natural (unprocessed) state, as mined, without having been crushed.

Secondary or scrap nickel

Stainless steel or other nickel-containing scrap.

Seaborne market

Comprises the total ore trade between countries using ocean bulk vessels.

Silver

A ductile and malleable metal used in photography, coins and medal fabrication, and in industrial applications.

Sinter feed (also known as fines)

Iron ore fines with particles in the range of 0.15 mm to 6.35 mm in diameter. Suitable for sintering.

Sintering

The agglomeration of sinter feed, binder and other materials, into a coherent mass by heating without melting, to be used as metallic charge into a blast furnace.

Slabs

The most common type of semi-finished steel. Traditional slabs measure 10 inches thick and 30-85 inches wide (and average 20 feet long), while the output of the recently developed "thin slab" casters is two inches thick. Subsequent to casting, slabs are sent to the hot-strip mill to be rolled into coiled sheet and plate products.

Stainless steel

Alloy steel containing at least 10% chromium and with superior corrosion resistance. It may also contain other elements such as nickel, manganese, niobium, titanium, molybdenum, copper, in order to improve mechanical, thermal properties and service life. It is primarily classified as austenitic (200 and 300 series), ferritic (400 series), martensitic, duplex or precipitation hardening grades.

Thermal coal

A type of coal that is suitable for energy generation in thermal power stations, cement plants and other coal fired ovens/kilns in general industry.

Tpy

Metric tons per year.

Troy ounce

One troy ounce equals 31.103 grams.

Underground mining

Mineral exploitation in which extraction is carried out beneath the earth's surface.

U.S. dollars or US$

The United States dollar.

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SIGNATURES

          The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

  VALE S.A.

 


By:


/s/ MURILO PINTO DE OLIVEIRA FERREIRA

Name: Murilo Pinto de Oliveira Ferreira
Title: Chief Executive Officer

 


By:


/s/ LUCIANO SIANI PIRES

Name: Luciano Siani Pires
Title: Chief Financial Officer

Date: April 10, 2017

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GRAPHIC

Vale S.A. Financial Statements


Contents

 
Page

 


 

Report of independent registered public accounting firm

F-3

Management's Report on Internal Control over Financial Reporting


F-5

Consolidated Income Statement


F-6

Consolidated Statement of Comprehensive Income


F-7

Consolidated Statement of Cash Flows


F-8

Consolidated Statement of Financial Position


F-9

Consolidated Statement of Changes in Equity


F-10

Notes to the Financial Statements


F-12

1. Corporate information


F-12

2. Basis for preparation of the financial statements


F-12

3. Information by business segment and by geographic area


F-17

4. Special events occurred during the year


F-24

5. Costs and expenses by nature


F-25

6. Financial results


F-27

7. Deferred revenue—Gold stream transaction


F-27

8. Income taxes


F-29

9. Basic and diluted earnings (loss) per share


F-32

10. Accounts receivable


F-33

11. Inventories


F-34

12. Recoverable taxes


F-34

13. Other financial assets and liabilities


F-35

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


F-35

15. Investments in associates and joint ventures


F-39

16. Noncontrolling interest


F-43

17. Intangibles


F-45

18. Property, plant and equipment


F-46

19. Impairment and onerous contracts


F-49

20. Loans, borrowings and cash and cash equivalents


F-52

21. Liabilities related to associates and joint ventures


F-56

F-1


Table of Contents

 
Page

 


 

22. Risk management

F-62

23. Financial instruments classification


F-66

24. Fair value estimate


F-69

25. Derivative financial instruments


F-71

26. Provisions


F-79

27. Asset retirement obligations


F-79

28. Litigation


F-80

29. Employee benefits


F-83

30. Stockholders' equity


F-94

31. Related parties


F-99

32. Commitments


F-103

33. Additional information about derivatives financial instruments


F-105

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


F-111

F-2


Table of Contents

LOGO

LOGO


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Vale S.A.
Rio de Janeiro – RJ

          We have audited the accompanying consolidated statements of financial position of Vale S.A. and subsidiaries ("Vale" or "the Company") as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2016. We also have audited Vale's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Vale's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on Vale's internal control over financial reporting based on our audits.

          We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provides a reasonable basis for our opinions.

   

LOGO

F-3


Table of Contents

LOGO

LOGO

          A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

          In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vale S.A. and subsidiaries as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, Vale maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG Auditores Independentes

KPMG Auditores Independentes
 

Rio de Janeiro, Brazil
February 22, 2017

 

   

LOGO

F-4


Table of Contents

GRAPHIC


Management's Report on Internal Control over Financial Reporting

          The management of Vale S.A (Vale) is responsible for establishing and maintaining adequate internal control over financial reporting.

          The Vale's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The company's internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate.

          Vale's management has assessed the effectiveness of the company's internal control over financial reporting as of December 31, 2016 based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such assessment and criteria, Vale's management has concluded that the company's internal control over financial reporting are effective as of December 31, 2016.

          The effectiveness of the company's internal control over financial reporting as of December 31, 2016 has been audited by KPMG Auditores Independentes, an independent registered public accounting firm, as stated in their report which appears herein.

February 22nd, 2017


/s/ Murilo Ferreira


 

Murilo Ferreira
Chief Executive Officer
 

/s/ Luciano Siani


 

Luciano Siani
Chief Financial Officer and Investors Relations
 

F-5


Table of Contents

GRAPHIC


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

 
Year ended December 31
 
Notes 2016 2015 2014

Continuing operations

       

Net operating revenue

3(d) 27,488        23,384        35,124       

Cost of goods sold and services rendered

5(a) (17,650)      (18,751)      (22,790)     

Gross profit

  9,838        4,633        12,334       

Operating expenses

       

Selling and administrative expenses

5(b) (507)      (612)      (1,036)     

Research and evaluation expenses

  (319)      (395)      (662)     

Pre operating and operational stoppage

  (453)      (942)      (975)     

Other operating expenses, net

5(c) (267)      (207)      (1,023)     

  (1,546)      (2,156)      (3,696)     

Impairment of non-current assets and onerous contracts

19 (1,174)      (8,769)      (99)     

Results on measurement or sale of non-current assets

14 (66)      61        (167)     

Operating income (loss)

  7,052        (6,231)      8,372       

Financial income

6 7,968        7,792        3,704       

Financial expenses

6 (6,125)      (18,446)      (9,722)     

Equity results in associates and joint ventures

15 309        (445)      501       

Impairment and other results in associates and joint ventures

15, 19 and 21 (1,220)      (349)      (61)     

Net income (loss) before income taxes

  7,984        (17,679)      2,794       

Income taxes

8      

Current tax

  (943)      (332)      (1,060)     

Deferred tax

  (1,838)      5,581        (543)     

  (2,781)      5,249        (1,603)     

Net income (loss) from continuing operations

  5,203        (12,430)      1,191       

Loss attributable to noncontrolling interests

  (8)      (501)      (308)     

Net income (loss) from continuing operations attributable to Vale's stockholders

  5,211        (11,929)      1,499       

Discontinued operations

14      

Loss from discontinued operations

  (1,227)      (190)      (838)     

Income attributable to noncontrolling interests

  2        10        4       

Loss from discontinued operations attributable to Vale's stockholders

  (1,229)      (200)      (842)     

Net income (loss)

  3,976        (12,620)      353       

Loss attributable to noncontrolling interests

  (6)      (491)      (304)     

Net income (loss) attributable to Vale's stockholders

  3,982        (12,129)      657       

Earnings (loss) per share attributable to Vale's stockholders:

       

Basic and diluted earnings (loss) per share:

9      

Preferred share (US$)

  0.77        (2.35)      0.13       

Common share (US$)

  0.77        (2.35)      0.13       

   

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

F-6


Table of Contents

GRAPHIC


Consolidated Statement of Comprehensive Income
In millions of United States dollars

 
Year ended December 31
 
2016 2015 2014

Net income (loss)

3,976 (12,620 ) 353

Other comprehensive income (loss):

     

Items that will not be reclassified subsequently to the income statement

     

Cumulative translation adjustments

6,460 (18,128 ) (7,436 )

Retirement benefit obligations

     

Gross balance for the year

(112 ) 66 (279 )

Effect of taxes

42 3 85

Equity results in associates and joint ventures, net of taxes

2

(70 ) 69 (192 )

Total items that will not be reclassified subsequently to the income statement

6,390 (18,059 ) (7,628 )

Items that may be reclassified subsequently to the income statement

     

Cumulative translation adjustments

     

Gross balance for the year

(3,603 ) 9,340 3,407

Effect of taxes

(74 ) 904

Transfer of realized results to net income

(75 )

(3,752 ) 10,244 3,407

Available-for-sale financial instruments

     

Gross balance for the year

1 1 (4 )

Transfer of realized results to net income, net of taxes

4

1 1

Cash flow hedge

     

Gross balance for the year

6 828 (290 )

Effect of taxes

(1 ) (7 ) (3 )

Equity results in associates and joint ventures, net of taxes

5 (5 ) (1 )

Transfer of realized results to net income, net of taxes

(3 ) (369 ) (122 )

7 447 (416 )

Total of items that may be reclassified subsequently to the income statement

(3,744 ) 10,692 2,991

Total comprehensive income (loss)

6,622 (19,987 ) (4,284 )

Comprehensive income (loss) attributable to noncontrolling interests

111 (543 ) (330 )

Comprehensive income (loss) attributable to Vale's stockholders

6,511 (19,444 ) (3,954 )

   

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

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GRAPHIC


Consolidated Statement of Cash Flows
In millions of United States dollars

 
Year ended December 31
 
2016 2015 2014

Cash flow from operating activities:

     

Net income (loss) before income taxes from continuing operations

7,984 (17,679 ) 2,794

Continuing operations adjustments for:

     

Equity results in associates and joint ventures

(309 ) 445 (501 )

Results on measurement or sale of non-current assets

(84 ) (213 ) 258

Impairment and others results in associates and joint ventures

1,220 349 61

Impairment of non-current assets and onerous contracts

1,174 8,769 99

Depreciation, amortization and depletion

3,487 3,719 3,869

Financial results, net

(1,843 ) 10,654 6,018

Changes in assets and liabilities:

     

Accounts receivable

(2,744 ) 1,671 2,567

Inventories

288 (217 ) (467 )

Suppliers and contractors

243 658 1,014

Payroll and related charges

133 (578 ) (106 )

Other taxes assets and liabilities, net

(109 ) (222 ) (252 )

Deferred revenue—Gold stream (note 7)

524 532

Other assets and liabilities, net

591 (304 ) 256

Cash provided from operations

10,555 7,584 15,610

Interest on loans and borrowings paid

(1,663 ) (1,457 ) (1,539 )

Derivatives received (paid), net (note 25)

(1,602 ) (1,202 ) (179 )

Interest on participative stockholders' debentures paid

(84 ) (65 ) (112 )

Income taxes

(388 ) (544 ) (491 )

Income taxes—Settlement program

(417 ) (384 ) (494 )

Net cash provided by operating activities from continuing operations

6,401 3,932 12,795

Net cash provided by operating activities from discontinued operations

180 559 309

Net cash provided by operating activities

6,581 4,491 13,104

Cash flow from investing activities continuing:

     

Financial investments redeemed (invested)

12 308 (148 )

Loans and advances—net receipts (payments)

(210 ) (17 ) 364

Guarantees and deposits—net receipts (payments)

(41 ) (67 ) 78

Additions to investments

(239 ) (65 ) (271 )

Additions to property, plant and equipment and intangible (note 3(b))

(4,951 ) (8,114 ) (11,777 )

Dividends and interest on capital received from associates and joint ventures

193 318 568

Proceeds from disposal of assets and investments

543 1,456 1,199

Proceeds from gold stream transaction

276 368

Net cash used in investing activities from continuing operations

(4,417 ) (5,813 ) (9,987 )

Net cash used in investing activities from discontinued operations

(281 ) (346 ) (278 )

Net cash used in investing activities

(4,698 ) (6,159 ) (10,265 )

Cash flow from financing activities from continuing operations:

     

Loans and borrowings (i)

     

Additions

6,994 4,995 2,341

Repayments

(7,717 ) (2,753 ) (1,864 )

Transactions with stockholders:

     

Dividends and interest on capital paid to Vale's stockholders

(250 ) (1,500 ) (4,200 )

Dividends and interest on capital paid to noncontrolling interest

(291 ) (15 ) (66 )

Transactions with noncontrolling stockholders

(17 ) 1,049

Net cash provided by (used in) financing activities from continuing operations

(1,281 ) 1,776 (3,789 )

Net cash provided by (used in) financing activities from discontinuing operations

(17 ) (73 ) (72 )

Net cash provided by (used in) financing activities

(1,298 ) 1,703 (3,861 )

Increase (decrease) in cash and cash equivalents

585 35 (1,022 )

Cash and cash equivalents in the beginning of the year

3,591 3,974 5,321

Effect of exchange rate changes on cash and cash equivalents

86 (418 ) (325 )

Cash and cash equivalents at end of the year

4,262 3,591 3,974

Non-cash transactions:

     

Additions to property, plant and equipment—capitalized loans and borrowing costs

653 761 588

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

   

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

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GRAPHIC


Consolidated Statement of Financial Position
In millions of United States dollars

 
Notes December 31,
2016
December 31,
2015

Assets

     

Current assets

     

Cash and cash equivalents

20 4,262 3,591

Accounts receivable

10 3,663 1,476

Other financial assets

13 363 219

Inventories

11 3,349 3,528

Prepaid income taxes

  159 900

Recoverable taxes

12 1,625 1,404

Others

  557 311

  13,978 11,429

Non-current assets held for sale

14 8,589 4,044

  22,567 15,473

Non-current assets

     

Judicial deposits

28 (c) 962 882

Other financial assets

13 628 282

Prepaid income taxes

  527 471

Recoverable taxes

12 727 501

Deferred income taxes

8 (a) 7,343 7,904

Others

  274 613

  10,461 10,653

Investments in associates and joint ventures

15 3,696 2,940

Intangibles

17 6,871 5,324

Property, plant and equipment

18 55,419 54,102

  76,447 73,019

Total assets

  99,014 88,492

Liabilities

     

Current liabilities

     

Suppliers and contractors

  3,630 3,365

Loans and borrowings

20 1,660 2,506

Other financial liabilities

13 1,086 2,551

Taxes payable

  657 595

Provision for income taxes

  171 241

Liabilities related to associates and joint ventures

21 292

Provisions

26 952 540

Dividends and interest on capital

  798

Others

  896 640

  10,142 10,438

Liabilities associated with non-current assets held for sale

14 1,090 107

  11,232 10,545

Non-current liabilities

     

Loans and borrowings

20 27,662 26,347

Other financial liabilities

13 2,127 2,125

Taxes payable

  4,961 4,085

Deferred income taxes

8 (a) 1,700 1,670

Provisions

26 5,748 5,309

Liabilities related to associates and joint ventures

21 785

Deferred revenue—Gold stream

7 2,090 1,749

Others

  1,685 958

  46,758 42,243

Total liabilities

  57,990 52,788

Stockholders' equity

30    

Equity attributable to Vale's stockholders

  39,042 33,589

Equity attributable to noncontrolling interests

  1,982 2,115

Total stockholders' equity

  41,024 35,704

Total liabilities and stockholders' equity

  99,014 88,492

   

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

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GRAPHIC

Consolidated Statement of Changes in Equity

In millions of United States dollars

 
Share capital Results on
conversion
of shares
Results from
operation with
noncontrolling
interest
Profit
reserves
Treasury
stocks
Unrealized
fair value
gain
(losses)
Cumulative
translation
adjustments
Retained
earnings
Equity
attributable to
Vale's
stockholders
Equity
attributable to
noncontrolling
interests
Total
stockholder's
equity

Balance at December 31, 2013

60,578 (152 ) (400 ) 29,566 (4,477 ) (1,202 ) (20,588 ) 63,325 1,611 64,936

Net income (loss)

657 657 (304 ) 353

Other comprehensive income:

                     

Retirement benefit obligations

(192 ) (192 ) (192 )

Cash flow hedge

(416 ) (416 ) (416 )

Translation adjustments

(2,237 ) 97 (2,098 ) 235 (4,003 ) (26 ) (4,029 )

Transactions with stockholders:

                     

Dividends and interest on capital of Vale's stockholders

(4,200 ) (4,200 ) (4,200 )

Dividends of noncontrolling interest

(8 ) (8 )

Acquisitions and disposal of participation of noncontrolling interest

(49 ) (49 ) (201 ) (250 )

Capitalization of noncontrolling interest advances

127 127

Capitalization of reserves

1,036 (1,036 )

Cancellation of treasury stock

(3,000 ) 3,000  

Realization of reserves

(3,387 ) 3,387  

Appropriation to undistributed retained earnings

79 (79 )

Balance at December 31, 2014

61,614 (152 ) (449 ) 19,985 (1,477 ) (1,713 ) (22,686 ) 55,122 1,199 56,321

Loss

(12,129 ) (12,129 ) (491 ) (12,620 )

Other comprehensive income:

                     

Retirement benefit obligations

70 70 (1 ) 69

Cash flow hedge

447 447 447

Available-for-sale financial instruments

1 1 1

Translation adjustments

(5,371 ) 203 (2,665 )   (7,833 ) (51 ) (7,884 )

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

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GRAPHIC

Consolidated Statement of Changes in Equity (Continued)

In millions of United States dollars

 
Share capital Results on
conversion
of shares
Results from
operation with
noncontrolling
interest
Profit
reserves
Treasury
stocks
Unrealized
fair value
gain
(losses)
Cumulative
translation
adjustments
Retained
earnings
Equity
attributable to
Vale's
stockholders
Equity
attributable to
noncontrolling
interests
Total
stockholder's
equity

Transactions with stockholders:

                     

Dividends and interest on capital of Vale's stockholders

(1,500 ) (1,500 ) (1,500 )

Dividends of noncontrolling interest

(32 ) (32 )

Acquisitions and disposal of participation of noncontrolling interest

(253 ) (336 ) (589 ) 1,455 866

Capitalization of noncontrolling interest advances

36 36

Appropriation to undistributed retained earnings

(12,129 ) 12,129

Balance at December 31, 2015

61,614 (152 ) (702 ) 985 (1,477 ) (992 ) (25,687 ) 33,589 2,115 35,704

Net income (loss)

3,982 3,982 (6 ) 3,976

Other comprehensive income:

                     

Retirement benefit obligations

(70 ) (70 ) (70 )

Cash flow hedge

7 7 7

Available-for-sale financial instruments

1 1 1

Translation adjustments

195 (93 ) 2,387 102 2,591 117 2,708

Transactions with stockholders:

                     

Dividends and interest on capital of Vale's stockholders

(1,061 ) (1,061 ) (1,061 )

Dividends of noncontrolling interest

(268 ) (268 )

Acquisitions and disposal of participation of noncontrolling interest

3 3 (1 ) 2

Capitalization of noncontrolling interest advances

25 25

Appropriation to undistributed retained earnings

3,023 (3,023 )

Balance at December 31, 2016

61,614 (152 ) (699 ) 4,203 (1,477 ) (1,147 ) (23,300 ) 39,042 1,982 41,024

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

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GRAPHIC


Notes to the Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

1.    Corporate information

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

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

2.    Basis for preparation of the financial statements

a) Statement of compliance

          The consolidated financial statements of the Company ("financial statements") present the accounts of the Group and have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

b) Basis of presentation

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

          The comparative information for the years ended December 31, 2015 and 2014 was re-presented for the purposes of applying IFRS 5 "Non-current assets held for sale and discontinued operations" after approval by the Board of Directors of the sale of the fertilizers assets, as presented in Note 14.

          Subsequent events were evaluated through February 22, 2017, which is the date the financial statements were approved by the Board of Directors.

c) Consolidation and investments in associates and joint ventures

          The financial statements reflect the assets, liabilities and transactions of the Parent Company and its direct and indirect controlled entities ("subsidiaries"). Intercompany balances and transactions, which include unrealized profits, are eliminated. Subsidiaries over which control is achieved through other means, such as stockholders agreement, are also consolidated even if the Company does not own a majority of the voting capital.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

2.    Basis for preparation of the financial statements (Continued)

          The entities over which the Company has joint control ("joint ventures") or significant influence, but not control ("associates") are presented in note 15. Those investments are accounted for using the equity method. For interests in joint arrangements not classified as 'joint ventures' ("joint operations"), the Company recognizes its share of assets, liabilities and net income.

          Unrealized gains on downstream or upstream transactions between the Company and its associates and joint ventures are eliminated fully or proportionately to the Company's interest.

          The material consolidated entities in each business segment of are as follows:

 
Location Principal activity
/Business
% ownership % Voting capital % Noncontrolling
interest or
other investors

Direct and indirect subsidiaries

         

Companhia Portuária da Baía de Sepetiba

Brazil Iron ore 100.0 % 100.0 % 0.0 %

Mineração Corumbaense Reunida S.A. 

Brazil Iron ore and manganese 100.0 % 100.0 % 0.0 %

Minerações Brasileiras Reunidas S.A. ("MBR")

Brazil Iron ore 62.5 % 98.3 % 37.5 %

Salobo Metais S.A. 

Brazil Copper 100.0 % 100.0 % 0.0 %

Nacala Corridor Holding Netherlands B.V. 

Netherlands Coal 100.0 % 100.0 % 0.0 %

PT Vale Indonesia

Indonesia Nickel 59.2 % 59.2 % 40.8 %

Vale International Holdings GmbH

Austria Holding and research 100.0 % 100.0 % 0.0 %

Vale Canada Limited

Canada Nickel 100.0 % 100.0 % 0.0 %

Vale International S.A. 

Switzerland Trading and holding 100.0 % 100.0 % 0.0 %

Vale Malaysia Minerals Sdn. Bhd. 

Malaysia Iron ore 100.0 % 100.0 % 0.0 %

Vale Manganês S.A. 

Brazil Manganese and ferroalloys 100.0 % 100.0 % 0.0 %

Vale Moçambique S.A. 

Mozambique Coal 95.0 % 95.0 % 5.0 %

Vale Nouvelle Caledonie S.A.S. 

New Caledonia Nickel 95.0 % 95.0 % 5.0 %

Vale Oman Distribution Center LLC

Oman Iron ore and pelletizing 100.0 % 100.0 % 0.0 %

Vale Oman Pelletizing Company LLC

Oman Pelletizing 70.0 % 70.0 % 30.0 %

          Investments held by investors in Vale's subsidiaries are classified as noncontrolling interests. The Company treats transactions with noncontrolling interests as transactions with equity owners of the Group and as described in note 16.

          For purchases of noncontrolling interests, the difference between any amount paid and the portion acquired of the carrying value of net assets of the subsidiary is recorded in stockholders' equity. Gains or losses on disposals of noncontrolling interest are also recorded in stockholders' equity.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

2.    Basis for preparation of the financial statements (Continued)

          As explained in note 14, the Fertilizer Segment is presented as discontinued operations, which includes the following subsidiaries:

 
Location Principal activity % ownership % Voting capital % Noncontrolling interest or other investors

Direct and indirect subsidiaries

         

Compañia Minera Miski Mayo S.A.C. 

Peru Fertilizers 40.0 % 51.0 % 60.0 %

Vale Fertilizantes S.A. 

Brazil Fertilizers 100.0 % 100.0 % 0.0 %

d) Functional currency and presentation currency

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

          Operations in other currencies are translated into the functional currency using the actual exchange rates in force on the respective transactions dates. The foreign exchange gains and losses resulting from the translation at the exchange rates in force at the end of the year are recognized in the income statement as financial expense or income. The exceptions are transactions for which gains and losses are recognized in the statement of comprehensive income.

          The income statement and balance sheet of the Group's entities which functional currency is different from the presentation currency are translated into the presentation currency as follows: (i) assets, liabilities and stockholders' equity (except components described in item (iii) are translated at the closing rate at the balance sheet date; (ii) income and expenses are translated at the average exchange rates, except for specific transactions that, considering their significance, are translated at the rate at the transaction date and; (iii) capital, capital reserves and treasury stock are translated at the rate at the date of each transaction. All resulting exchange differences are recognized in the comprehensive income as cumulative translation adjustment, and transferred to the income statement when the operations are realized.

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

 
Closing rate Average rate for
the year ended
 
2016 2015 2014 2016 2015 2014

Brazilian Reais ("R$")

3.2591 3.9048 2.6562 3.4833 3.3387 2.3547

Canadian dollar ("CAD")

2.4258 2.8171 2.2920 2.6280 2.6020 2.1308

Australian dollar ("AUD")

2.3560 2.8532 2.1765 2.5876 2.4979 2.1205

Euro ("EUR" or "€")

3.4384 4.2504 3.2270 3.8543 3.6999 3.1205

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

2.    Basis for preparation of the financial statements (Continued)

e) Significant accounting policies

          The accounting policies applied in financial statements are consistent with those adopted and disclosed in the financial statements of prior years. The Company has not early adopted any standards and interpretations that have been issued or amended but which are not yet in force. The accounting policies of subsidiaries, affiliates and joint ventures are adjusted to ensure consistency with the policies adopted by Vale.

          Significant and relevant accounting policies for the understanding of the financial statements were included in the respective notes, with a summary of the recognition and measurement basis used by the Company.

          The brief description of the recent accounting pronouncements issued by the IASB, which are not yet in force, and the current assessment did by the Company of the impacts on its financial statements, subject to changes due to the more analyzes in progress, are detailed below:

          The Company does not plan the early adoption of this new standard. Based on the history of financial instruments traded by the Company, it is not expected significant impacts on financial statements by applying the IFRS 9 requirements.

          The Company plans to adopt the new standard on the required effective date using the full retrospective method with the practical expedients approach for concluded contracts. During 2016, the Company performed a preliminary assessment of IFRS 15, which is subject to changes arising from a more detailed analysis of the contracts that are in process. Based on these preliminary analyzes, management is evaluating whether the freight service should be considered a separate performance obligation or not.

          The Company expects to disclose quantitative information, if any, prior to the adoption of the standard.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

2.    Basis for preparation of the financial statements (Continued)

          The Company has not yet quantified the impact of adopting IFRS 16 on its assets and liabilities. The quantitative effect of the adoption of IFRS 16 will depend specifically on the Company´s decision related to the method of transition, the use of practical expedients approach and exemptions for recognition, and any additional leases that Company will hold. The Company expects to disclose its transition approach and quantitative information prior to adoption, planned for January 1, 2019.

f) Critical accounting estimates and judgments

          The preparation of financial statements requires the use of certain critical accounting estimates, assumptions and judgments by the management of the Company. These estimates are based on the best knowledge and information existing at the balance sheet date. Changes in facts and circumstances may lead to the revision of these estimates. Actual future results may differ from the estimates.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

2.    Basis for preparation of the financial statements (Continued)

          The significant estimates, assumptions and judgments used by Company in these financial statements are as follows:

Note Significant estimates, assumptions and judgments
3(c ) Consolidation
7 Deferred revenue—Gold stream
8 Deferred income taxes
18 Mineral reserves and mine useful life
19 Impairment of non-current assets
21 Liabilities related to associates and joint ventures
24 Fair values of derivatives and others financial instruments
27 Asset retirement obligation
28 Litigation
29 Post-retirement benefits for employees

3.    Information by business segment and by geographic area

          The Company divided its operations into five reportable segments: Ferrous Minerals, Coal, Base Metals, Fertilizers (presented as discontinued operations) and Others. The segments are aligned with products and reflect the structure used by Management to evaluate group performance. The responsible bodies for making operational decisions, allocating resources and evaluating performance include the Executive Boards and the Board of Directors, which use adjusted EBITDA as a measure of performance.

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

          The main activities of the operating segments are as follows:

          Ferrous minerals—Ferrous minerals comprises the production and extraction of ferrous minerals, as iron ore fines, iron ore pellets and its logistic services (railroads, ports and terminals), manganese and ferroalloys and others ferrous products and services.

          Coal—Coal comprises the extraction of metallurgical and thermal coal and its logistic services (railroads, ports and terminals).

          Base metals—Base metals include the production and extraction of non-ferrous minerals, and are presented as nickel and its by-products (ferro-nickel, copper, gold, precious metals and others) and copper (copper concentrated).

          Fertilizers (Discontinued operations)—Fertilizers include the production of the three major groups of nutrients (potash, phosphate and nitrogen) and other fertilizers products. The group of assets related to this segment is classified as "Non-current assets and liabilities held for sale" (note 14).

          Others—The segments of others comprise sales and expenses of other products, services and investments in joint ventures and associate in other business.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

3.    Information by business segment and by geographic area (Continued)

a) Adjusted EBITDA

          The definition of adjusted EBITDA for the Company is the operating income or loss excluding (i) the depreciation, depletion and amortization, (ii) results on measurement or sales of non-current assets, (iii) impairment, (iv) onerous contracts and plus (v) dividends received from associates and joint ventures.

 
Year ended December 31, 2016
 
Net
operating
revenue
Cost of goods
sold and
services
rendered
Sales,
administrative
and other
operating
expenses
Research
and
evaluation
expenses
Pre operating
and
operational
stoppage
Dividends
received from
associates and
joint ventures
Adjusted
EBITDA

Ferrous minerals

             

Iron ore

15,784 (6,622 ) (486 ) (91 ) (150 ) 10 8,445

Pellets

3,827 (2,002 ) (73 ) (13 ) (22 ) 103 1,820

Ferroalloys and manganese

302 (231 ) (4 ) (11 ) 56

Other ferrous products and services

438 (269 ) (8 ) (2 ) (4 ) 155

20,351 (9,124 ) (571 ) (106 ) (187 ) 113 10,476

Coal

839 (872 ) 35 (15 ) (41 ) (54 )

Base metals

             

Nickel and other products

4,472 (3,204 ) (95 ) (78 ) (114 ) 4 985

Copper

1,667 (924 ) (25 ) (5 ) 713

Other base metals products

150 150

6,139 (4,128 ) 30 (83 ) (114 ) 4 1,848

Others

159 (259 ) (157 ) (116 ) (1 ) 76 (298 )

Total of continuing operations

27,488 (14,383 ) (663 ) (320 ) (343 ) 193 11,972

Discontinued operations (Fertilizers)

1,875 (1,545 ) (87 ) (22 ) (16 ) 4 209

Total

29,363 (15,928 ) (750 ) (342 ) (359 ) 197 12,181

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

 
Net
operating
revenue
Cost of goods
sold and
services
rendered
Sales,
administrative
and other
operating
expenses
Research
and
evaluation
expenses
Pre operating
and
operational
stoppage
Dividends
received from
associates and
joint ventures
Adjusted
EBITDA
 
Year ended December 31, 2015

Ferrous minerals

             

Iron ore

12,330 (7,604 ) (398 ) (121 ) (124 ) 22 4,105

Pellets

3,600 (2,121 ) 9 (4 ) (24 ) 225 1,685

Ferroalloys and manganese

162 (175 ) 1 (19 ) (31 )

Other ferrous products and services

470 (341 ) 8 (3 ) (2 ) 8 140

16,562 (10,241 ) (380 ) (128 ) (169 ) 255 5,899

Coal

526 (839 ) (140 ) (22 ) (61 ) 28 (508 )

Base metals

             

Nickel and other products

4,693 (3,393 ) (154 ) (103 ) (411 ) 632

Copper

1,470 (903 ) (32 ) (8 ) (1 ) 526

Other base metals products

230 230

6,163 (4,296 ) 44 (111 ) (412 ) 1,388

Others

133 (139 ) (160 ) (134 ) 35 (265 )

Total of continuing operations

23,384 (15,515 ) (636 ) (395 ) (642 ) 318 6,514

Discontinued operations (Fertilizers)

2,225 (1,469 ) (37 ) (82 ) (70 ) 567

Total

25,609 (16,984 ) (673 ) (477 ) (712 ) 318 7,081

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

 
Net
operating
revenue
Cost of goods
sold and
services
rendered
Sales,
administrative
and other
operating
expenses
Research
and
evaluation
expenses
Pre operating
and
operational
stoppage
Dividends
received from
associates and
joint ventures
Adjusted
EBITDA
 
Year ended December 31, 2014

Ferrous minerals

             

Iron ore

19,301 (9,532 ) (1,258 ) (319 ) (160 ) 44 8,076

Pellets

5,263 (2,705 ) (21 ) (38 ) 482 2,981

Ferroalloys and manganese

392 (261 ) (13 ) (23 ) 95

Other ferrous products and services

741 (565 ) 3 (10 ) 169

25,697 (13,063 ) (1,289 ) (329 ) (221 ) 526 11,321

Coal

739 (1,071 ) (309 ) (18 ) (38 ) 28 (669 )

Base metals

             

Nickel and other products

6,241 (3,710 ) 101 (138 ) (514 ) 1,980

Copper

1,451 (877 ) (12 ) (5 ) (16 ) 541

7,692 (4,587 ) 89 (143 ) (530 ) 2,521

Others

996 (601 ) (329 ) (172 ) (6 ) 14 (98 )

Total of continuing operations

35,124 (19,322 ) (1,838 ) (662 ) (795 ) 568 13,075

Discontinued operations (Fertilizers)

2,415 (1,885 ) (95 ) (72 ) (85 ) 278

Total

37,539 (21,207 ) (1,933 ) (734 ) (880 ) 568 13,353

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

3.    Information by business segment and by geographic area (Continued)

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

 
Year ended December 31
 
2016 2015 2014

Adjusted EBITDA from continuing operations

11,972 6,514 13,075

Depreciation, depletion and amortization

(3,487 ) (3,719 ) (3,869 )

Dividends received from associates and joint ventures

(193 ) (318 ) (568 )

Results on measurement or sale of non-current assets

(66 ) 61 (167 )

Impairment of non-current assets and onerous contracts

(1,174 ) (8,769 ) (99 )

Operating income (loss)

7,052 (6,231 ) 8,372

Financial results, net

1,843 (10,654 ) (6,018 )

Equity results in associates and joint ventures

309 (445 ) 501

Impairment and others results in associates and joint ventures

(1,220 ) (349 ) (61 )

Income taxes

(2,781 ) 5,249 (1,603 )

Income (loss) from continuing operations

5,203 (12,430 ) 1,191

Loss attributable to noncontrolling interests

(8 ) (501 ) (308 )

Income (loss) attributable to Vale's stockholders

5,211 (11,929 ) 1,499

 

 
Year ended December 31
 
2016 2015 2014

Adjusted EBITDA from discontinued operations

209 567 278

Depreciation, depletion and amortization

(347 ) (310 ) (418 )

Dividends received from associates and joint ventures

(4 )

Results on measurement or sale of non-current assets

(1,738 ) (157 ) (1,054 )

Operating income (loss)

(1,880 ) 100 (1,194 )

Financial results, net

20 (147 ) (51 )

Equity results in associates and joint ventures

3 6 4

Income taxes

630 (149 ) 403

Loss from discontinued operations

(1,227 ) (190 ) (838 )

Income attributable to noncontrolling interests

2 10 4

Loss attributable to Vale's stockholders

(1,229 ) (200 ) (842 )
b)
Assets by segment
 
Year ended December 31, 2016
 
Product inventory Investments in
associates and joint
ventures
Property, plant and
equipment and
intangible assets (i)
Additions to
property, plant and
equipment and
intangible (ii)
Depreciation,
depletion and
amortization (iii)

Ferrous minerals

1,134 1,808 34,834 3,246 1,618

Coal

126 285 1,907 612 191

Base metals

1,110 12 23,372 1,057 1,658

Others

3 1,591 2,177 36 20

Total

2,373 3,696 62,290 4,951 3,487

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

3.    Information by business segment and by geographic area (Continued)


 
Year ended December 31, 2015
 
Product inventory Investments in
associates and joint
ventures
Property, plant and
equipment and
intangible assets (i)
Additions to
property, plant and
equipment and
intangible (ii)
Depreciation,
depletion and
amortization (iii)

Ferrous minerals

1,036 1,479 28,202 4,941 1,669

Coal

53 306 1,812 1,539 192

Base metals

1,166 17 23,522 1,555 1,841

Others

3 1,063 2,024 79 17

Discontinued operations (Fertilizers)

295 75 3,866 257 310

Total

2,553 2,940 59,426 8,371 4,029

(i)
Goodwill is allocated mainly in iron ore and nickel segments in the amount of US$1,246 e US$1,835, respectively.
(ii)
Includes only cash effect.
(iii)
Refers to amounts recognized in the income statement.
c)
Investment in associates and joint ventures, intangible and property, plant and equipment by geographic area
 
December 31, 2016 December 31, 2015
 
Investments in
associates and
joint ventures
Intangible Property,
plant and
equipment
Total Investments in
associates and
joint ventures
Intangible Property,
plant and
equipment
Total

Brazil

3,172 4,720 34,509 42,401 2,408 3,285 32,190 37,883

Canada

2,002 10,267 12,269 2 2,039 10,589 12,630

Americas, except Brazil and Canada

185 30 215 157 456 613

Europe

639 639 608 608

Asia

339 4,173 4,512 367 5,219 5,586

Australia

43 43 74 74

New Caledonia

3,087 3,087 3,521 3,521

Mozambique

149 1,715 1,864 442 442

Oman

956 956 1,003 1,003

Other regions

6 6

Total

3,696 6,871 55,419 65,986 2,940 5,324 54,102 62,366
d)
Revenues by geographic area
 
Year ended December 31, 2016
 
Ferrous minerals Coal Base metals Others Total

Americas, except United States and Brazil

334 20 1,172 1,526

United States of America

232 749 24 1,005

Europe

2,559 218 1,854 17 4,648

Middle East/Africa/Oceania

1,252 95 20 1,367

Japan

1,292 121 328 1,741

China

11,985 63 699 12,747

Asia, except Japan and China

912 305 1,173 2,390

Brazil

1,785 17 144 118 2,064

Net operating revenue

20,351 839 6,139 159 27,488

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

3.    Information by business segment and by geographic area (Continued)


 
Year ended December 31, 2015
 
Ferrous minerals Coal Base metals Others Total

Americas, except United States and Brazil

359 18 1,122 1,499

United States of America

30 804 21 855

Europe

2,506 102 1,921 4,529

Middle East/Africa/Oceania

1,009 97 84 1,190

Japan

1,512 74 373 1,959

China

8,400 44 651 9,095

Asia, except Japan and China

1,081 169 990 2,240

Brazil

1,665 22 218 112 2,017

Net operating revenue

16,562 526 6,163 133 23,384

 

 
Year ended December 31, 2014
 
Ferrous minerals Coal Base metals Others Total

Americas, except United States and Brazil

652 3 1,373 21 2,049

United States of America

24 1,099 245 1,368

Europe

3,894 115 2,586 13 6,608

Middle East/Africa/Oceania

1,608 110 149 1,867

Japan

2,566 192 863 6 3,627

China

11,939 76 642 12,657

Asia, except Japan and China

2,189 235 828 3,252

Brazil

2,825 8 152 711 3,696

Net operating revenue

25,697 739 7,692 996 35,124

Accounting policy

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

          Depending on the contract, sales can be recognized when the product is available at the loading port, loaded on the ship, at the port of discharge or on the costumer warehouse. Service revenues are recognized in the amount by which the services are rendered and accepted by the customer.

          In some cases, the sale price is determined on a provisional basis at the date of sale and adjustments to the sales price subsequently occur based on movements in quoted market or contractual prices up to the date of final pricing. Revenue is recognized based on the estimated fair value of the total consideration receivable, and the provisionally priced sales mechanism embedded within these sale arrangements is characterized as a derivative. Therefore, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as operational revenue in the income statement. As of December 31, 2016, US$412 of revenues (2015: US$(274)) were still not settled and were provisionally measured based on iron ore fines and copper forward prices.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

3.    Information by business segment and by geographic area (Continued)

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

4.    Special events occurred during the year

          The special events occurred during the year are those that, in the Company's judgment, significantly impacted the income statement due to their size and nature. To determine whether an event or transaction is non-recurring, the Company considers quantitative and qualitative factors, such as frequency and impact on the result of the year.

          The special events identified by the Company are as follows:

 
Year ended December 31
 
2016 2015 2014

Samarco Provision

(1,109 )

Results on measurement of non-current assets—Fertilizers business

(1,738 )

Impairment of non-current assets and onerous contracts

(1,174 ) (8,769 ) (99 )

Gold stream transaction

150 230

Deferred income tax in foreign jurisdiction

2,952

Total

(3,871 ) (5,587 ) (99 )

2016

          Samarco—In June 2016, the Company recognized in the income statement the amount of US$1,038 (R$3,733) which represented its best estimate of the obligation to comply with the reparation and compensation programs under the Agreement related to the dam failure of Samarco Mineração S.A. The Company also expensed an amount of US$71 (R$234) applied by Samarco to funds its working capital requirements. For more details, see note 21.

          Fertilizers assets—In December 2016, the Company approved the sale of fertilizers assets and the acquisition of a minority interest in The Mosaic Company ("Mosaic"). Vale assessed the net assets of the fertilizer business segment for impairment purposes and a loss in the amount of US$1,738 was recognized. The fertilizers segment is presented as discontinued operations see note 14.

          Impairment of non-current assets and onerous contracts—In 2016, the Company recognized an impairment loss of US$1,174 mainly by the reduction in the nickel price projections, see note 19.

          Gold stream transaction—In 2016, the Company recognized a gain of the result on sale of mineral rights in the amount of US$150, see note 7.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

4.    Special events occurred during the year (Continued)

2015

          Impairment of non-current assets and onerous contracts—In 2015, the Company recognized an impairment loss of US$8,769 mainly by: (i) the reduction in estimated future coal prices combined with the increase of logistics costs and (ii) the reduction the recoverable values of the VNL and VNC CGUs, see note 19.

          Gold stream transaction—In 2015, the Company recognized a gain of the result on sale of mineral rights in the amount of US$230, see note 7.

          Deferred income tax—In 2015, in the first adoption of the Law 12.973, the Company recognized assets deferred income tax related to accumulated losses of subsidiaries abroad in the amount of US$2,952, see note 8.

5.    Costs and expenses by nature

a)
Cost of goods sold and services rendered
 
Year ended December 31
 
2016 2015 2014

Personnel

2,087 2,092 2,756

Materials and services

3,108 2,954 4,306

Fuel oil and gas

1,233 1,207 1,461

Maintenance

2,747 2,518 2,353

Energy

694 482 497

Acquisition of products

511 829 1,607

Depreciation and depletion

3,267 3,236 3,468

Freight

2,509 3,496 3,592

Others

1,494 1,937 2,750

Total

17,650 18,751 22,790

Cost of goods sold

17,148 18,233 21,839

Cost of services rendered

502 518 951

Total of continuing operations

17,650 18,751 22,790

Discontinued operations (Fertilizers)

1,887 1,762 2,274

Total

19,537 20,513 25,064

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

5.    Costs and expenses by nature (Continued)

b)
Selling and administrative expenses
 
Year ended December 31
 
2016 2015 2014

Personnel

209 253 415

Services

72 106 187

Advertising and publicity

8 11 40

Depreciation and amortization

120 131 220

Travel expenses

8 11 23

Taxes and rents

13 16 27

Others

77 84 124

Total of continuing operations

507 612 1,036

Discontinued operations (Fertilizers)

56 40 63

Total

563 652 1,099
c)
Others operational expenses (incomes), net
 
Year ended December 31
 
2016 2015 2014

Provision for litigation

137 11 169

Provision for loss with VAT credits (ICMS)

41 194 116

Profit sharing program

76 15 121

Disposal of materials and inventories

(91 ) 193 187

Gold stream transaction (note 7)

(150 ) (230 )

Others

254 24 430

Total of continuing operations

267 207 1,023

Discontinued operations (Fertilizers)

34 (1 ) 34

Total

301 206 1,057

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

6.    Financial result

 
Year ended December 31
 
2016 2015 2014

Financial expenses

     

Loans and borrowings gross interest

(1,768 ) (1,647 ) (1,727 )

Capitalized loans and borrowing costs

653 761 588

Labor, tax and civil lawsuits

(10 ) (59 ) (91 )

Derivative financial instruments

(484 ) (3,553 ) (1,974 )

Indexation and exchange rate variation (a)

(2,964 ) (13,825 ) (4,848 )

Participative stockholders' debentures

(417 ) 965 (315 )

Expenses of REFIS

(514 ) (547 ) (683 )

Others

(621 ) (541 ) (672 )

(6,125 ) (18,446 ) (9,722 )

Financial income

     

Short-term investments

92 140 181

Derivative financial instruments

1,740 1,076 640

Indexation and exchange rate variation (b)

6,058 6,465 2,675

Others

78 111 208

7,968 7,792 3,704

Financial results, net

1,843 (10,654 ) (6,018 )

Summary of indexation and exchange rate variation

     

Loans and borrowings

5,099 (10,460 ) (3,250 )

Others

(2,005 ) 3,100 1,077

Net (a) + (b)

3,094 (7,360 ) (2,173 )

          As from January 1, 2017 (subsequent event), the Company starts to apply net investment hedge accounting in foreign operation considering Vale International S.A. and Vale International Holding GmbH investments as the hedging objects and designated as hedging instruments the Parent Company third party loans and borrowings (excluding interest) in different currencies denominated in US dollar and euro, amounting to US$8,067 and EUR1,500 (US$1,583) as the hedging instrument, respectively.

          Accordingly, the Company plans to mitigate part of its foreign exchange risk, since foreign exchange gains or losses on the hedging instrument (effective portion) will be recognized in other comprehensive income, thus offsetting same of the gains and losses generated from translating of the net investments in the aforementioned controlled companies. If the hedge relationship is not considered effective, the hedging instrument's exchange variations will be allocated to income statement for the year.

7.    Deferred revenue—Gold stream transaction

          In 2013, the Company entered into a gold transaction with Silver Wheaton Corp. ("SLW") to sell 25% of the gold extracted as a by-product over the life of the Salobo copper mine and 70% of the gold extracted as a by-product of Sudbury nickel mines over the next 17 years. The Company received up-front cash proceeds of US$1,900.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

7.    Deferred revenue—Gold stream transaction (Continued)

          The original transaction was amended in March 2015 and August 2016 to include in each contract an additional 25% of the gold extracted as by-product over a lifetime of the Salobo copper mine. In the first additive, the Company received up-front proceeds of US$900 and in the second additive, (i) an initial cash payment of US$800 and (ii) an option value resulting from the reduction of the exercise price from US$65.00 to US$43.75 on 10 million warrants from SLW held by the Company since 2013 and maturing in 2023.

          Hence, in December 31, 2016 SLW holds the rights to 75% of the contained gold in the copper concentrated from the Salobo mine and 70% of the gold extracted as a by-product of the Sudbury nickel mines.

          As the gold is delivered to SLW, Vale receives payment equal to the lesser of: (i) US$400 per ounce of refined gold delivered (which payments are subject to an annual increase of 1% per year commencing on January 1, 2017 for the original and additional transactions and each subsequent year and (ii) the market reference price on the delivery date.

          Vale may also receive an additional cash payment contingent on its decision to expand its capacity to process Salobo copper ores to more than 28 Mtpy before 2036. Salobo that were still in ramp-up until September, 2016 and will have a total capacity to process 24 Mtpy of run-of-mine (ROM). The contingent additional cash payment could range from US$113 to US$953 depending on ore grade, timing and size of the expansion.

          The transactions were bifurcated into two identifiable components (i) the sale of the mineral rights and, (ii) the services for gold extraction on the portion in which Vale operates as an agent for SLW gold extraction.

          The deferred revenue is recognized based on the units of gold mined compared to the total proven and probable reserves of gold traded with SLW. During the year ended December 31, 2016, 2015 and 2014, the Company recognized US$209, US$106 and US$64, respectively, in the statement of income relating to services rendered in the original and additional transactions.

          The result on sale of mineral rights from the additional transactions of US$150 and US$230 was recognized in the year ended December 31, 2016 and 2015, respectively, under "Other operating expenses, net".

Critical accounting estimates and judgments

          Defining the gain on sale of mineral interest and the deferred revenue portion of the transaction requires the use of critical accounting estimates as follows:

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

8.    Income taxes

a)
Deferred income tax assets and liabilities
 
December 31, 2016 December 31, 2015

Taxes losses carryforward

6,194 6,446

Temporary differences:

   

Employee post retirement obligations

620 587

Provision for litigation

215 228

Provision for assets losses

1,264 692

Fair value of financial instruments

167 823

Allocated goodwill

(2,247 ) (2,272 )

Others

(570 ) (270 )

(551 ) (212 )

Total

5,643 6,234

Assets

7,343 7,904

Liabilities

(1,700 ) (1,670 )

5,643 6,234

          Changes in deferred tax are as follows:

 
Assets Liabilities Total

Balance at December 31, 2014

3,976 3,341 635

Taxes losses carryforward

4,631 (36 ) 4,667

Provision for assets losses

(82 ) (25 ) (57 )

Fair value of financial instruments

(96 )   (96 )

Allocated goodwill

(1,271 ) 1,271

Others

(181 ) 23 (204 )

Effect in income statement

4,272 (1,309 ) 5,581

Transfers between asset and liabilities

142 142

Translation adjustment

(1,297 ) (518 ) (779 )

Other comprehensive income

914 14 900

Acquisition of subsidiary

(11 ) (11 )

Effect of discontinued operations

     

Income tax

(92 ) (92 )

Balance at December 31, 2015

7,904 1,670 6,234

Taxes losses carryforward

(1,307 ) 84 (1,391 )

Provision for assets losses

342 44 298

Fair value of financial instruments

(802 ) (802 )

Allocated goodwill

(342 ) 342

Others

(258 ) 27 (285 )

Effect in income statement

(2,025 ) (187 ) (1,838 )

Transfers between asset and liabilities

167 167

Translation adjustment

900 36 864

Other comprehensive income

(19 ) 14 (33 )

Effect of discontinued operations

     

Income tax

627 627

Transfer to net assets held for sale

(211 ) (211 )

Balance at December 31, 2016

7,343 1,700 5,643

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

8.    Income taxes (Continued)

          Law 12.973—The Brazilian corporate tax law was amended at the end of 2014 and became effective as from fiscal year 2015. The change provided that profits from foreign subsidiaries are taxable in Brazil, on an accrual basis, applying the differential between the nominal local tax rate and the Brazilian tax rates (34%) considering the profit before tax in local GAAP (Generally Accepted Accounting Principles) and local currency. Accordingly, from January 1st, 2015 the results from foreign subsidiaries are recognized on that basis.

          In accordance with article 77 of law 12.973, the losses generated by the foreign subsidiaries, before income taxes and the equity results, may be offset against their future profits, subject to certain conditions.

          In 2015, in the first adoption, the Company recognized deferred income tax assets related to accumulated losses of subsidiaries abroad in the amount of US$2,952.

          The Company projections shows deferred tax assets substantially being realized in the next five years.

          The tax loss carryforward do not expire and in the Brazilian jurisdiction the compensation is limited to 30% of the taxable income for the year. For local results there is no restriction to compensated profits from foreign subsidiaries against previously recorded deferred tax assets.

b) Income tax reconciliation—Income statement

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

 
Year ended December 31
 
2016 2015 2014

Net income (loss) before income taxes

7,984 (17,679 ) 2,794

Income taxes at statutory rates—34%

(2,715 ) 6,011 (950 )

Adjustments that affect the basis of taxes:

     

Income tax benefit from interest on stockholders' equity

87 356 1,123

Tax incentives

344 61 95

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

(1,184 )

Equity results

108 (151 ) 171

Additions (reversals) of tax loss carryforward

(273 ) 1,498 (178 )

Unrecognized tax losses of the year

(708 ) (901 )

Nondeductible effect of impairment

(97 ) (1,865 ) (450 )

Others

473 240 (230 )

Income taxes

(2,781 ) 5,249 (1,603 )

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

8.    Income taxes (Continued)

c) Tax incentives

          In Brazil, Vale has tax incentives to partially reduce the income tax generated by the operations conducted in the North and Northeast regions which includes iron ore, copper, and nickel. The incentive is calculated based on the taxable income of the incentive activity (tax operating income) and takes into account the allocation of tax operating income into different incentives applicable to different tranches of production during the periods specified for each product, generally 10 years. Most of our incentives are expected to expire up to 2024. An amount equal to that obtained with the tax saving must be appropriated in retained earnings reserve account in stockholders' equity, and cannot be distributed as dividends to stockholders.

          In addition to those incentives, 30% of the income tax due based on the tax operating income can be reinvested on the purchase of machinery and equipment, subject to subsequent approval by the regulatory agency responsible, Superintendência do Desenvolvimento da Amazonia (SUDAM) and the Superintendência do Desenvolvimento do Nordeste (SUDENE). The reinvestment is accounted in retained earnings reserve account, which restricts the distribution as dividends to stockholders.

          Vale is subject to the revision of income tax by local tax authorities in a range up to 10 years depending on jurisdiction where we operate.

d) Income taxes—Settlement program ("REFIS")

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

          At December 31, 2016, the balance of US$5,419 (US$458 as current and US$4,961 as non-current) is due in 142 remaining monthly installments, bearing interest at the SELIC rate (Special System for Settlement and Custody) and at December 31, 2015, the balance of US$4,430 (US$345 as current and US$4,085 as non-current) was due in 154 remaining monthly installments.

Accounting policy

          The recognition of income taxes as deferred taxes is based on temporary differences between carrying value and the tax basis of assets and liabilities as well as taxes losses carryforwards. The deferred income taxes assets and liabilities are offset when there is a legally enforceable right on the same taxable entity.

          The deferred taxes assets arising from taxes losses and temporary differences are not recognized when their recovery amount are not probable.

          Income taxes are recognized in the income statement, except for items recognized directly in stockholders' equity. The provision for income tax is calculated individually for each entity in the Group based on Brazilian tax rates, on an accrual basis, by applying the differential between the nominal local tax rates (based on rules in force in the location of the entity) and the Brazilian tax rate.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

8.    Income taxes (Continued)

Critical accounting estimates and judgments

          Deferred tax assets arising from tax losses, negative social contribution basis and temporary differences are registered taking into account the analysis of future performance, considering economic and financial projections, prepared based on internal assumptions and macroeconomic, trade and tax scenarios that may be subject to changes in the future. The assumptions of future profits are based on production and sales planning, commodity prices, operational costs, restructuring plans, reclamation and planned capital costs.

9.    Basic and diluted earnings (loss) per share

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

 
Year ended December 31
 
2016 2015 2014

Basic and diluted earnings (loss) per share from continuing operations:

     

Income (loss) available to preferred stockholders

1,990 (4,555 ) 572

Income (loss) available to common stockholders

3,221 (7,374 ) 927

Total

5,211 (11,929 ) 1,499

Basic and diluted loss per share from discontinued operations:

     

Loss available to preferred stockholders

(469 ) (76 ) (322 )

Loss available to common stockholders

(760 ) (124 ) (520 )

Total

(1,229 ) (200 ) (842 )

Basic and diluted earnings per share:

     

Income (loss) available to preferred stockholders

1,521 (4,631 ) 250

Income (loss) available to common stockholders

2,461 (7,498 ) 407

Total

3,982 (12,129 ) 657

Thousands of shares

     

Weighted average number of shares outstanding—preferred shares

1,967,722 1,967,722 1,967,722

Weighted average number of shares outstanding—common shares

3,185,653 3,185,653 3,185,653

Total

5,153,375 5,153,375 5,153,375

Basic and diluted earnings (loss) per share from continuing operations


 

 

 

Preferred share (US$)

1.01 (2.31 ) 0.29

Common share (US$)

1.01 (2.31 ) 0.29

Basic and diluted loss per share from discontinued operations


 

 

 

Preferred share (US$)

(0.24 ) (0.04 ) (0.16 )

Common share (US$)

(0.24 ) (0.04 ) (0.16 )

Basic and diluted earnings (loss) per share


 

 

 

Preferred share (US$)

0.77 (2.35 ) 0.13

Common share (US$)

0.77 (2.35 ) 0.13

          The Company does not hold dilutive potential ordinary shares outstanding that could result in dilution of earnings per share.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

10.    Accounts receivable

 
December 31, 2016 December 31, 2015

Trade receivables

3,723 1,534

Impairment of trade receivables

(60 ) (58 )

3,663 1,476

Trade receivables related to the steel sector—%

83.44 % 75.32 %

 

 
Year ended December 31
 
2016 2015 2014

Impairment of trade receivables recorded in the income statement

(5 ) 11 (13 )

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

Accounting policy

          Account receivables are financial instruments classified in the category loan and receivables and represent the total amount due from sale of products and services rendered by the Company. The receivables are initially recognized at fair value and subsequently measured at amortized cost, net of impairment losses, when applicable.

          Commercial credit risk management—For the commercial credit exposure, which arises from sales to final customers, the risk management area, in accordance with the current delegation level, approves or request the approval of credit risk limits for each counterparty.

          Vale attributes an internal credit risk rating for each counterparty using its own quantitative methodology for credit risk analysis, which is based on market prices, external credit ratings and financial information of the counterparty, as well as qualitative information regarding the counterparty's strategic position and history of commercial relations.

          Based on the counterparty's credit risk, risk mitigation strategies may be used to manage the Company`s credit risk. The main credit risk mitigation strategies include non-recourse discount of receivables, insurance instruments, letters of credit, corporate and bank guarantees, mortgages, among others.

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

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

11.    Inventories

 
December 31, 2016 December 31, 2015

Product inventory

2,572 3,071

Impairment of product inventory

(199 ) (518 )

2,373 2,553

Consumable inventory


976

975

Total

3,349 3,528

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

Accounting policy

          Inventories are stated at the lower of cost or the net realizable value. The inventory production cost is determined on the basis of variable and fixed costs, direct and indirect costs of production, using the average cost method. An allowance for losses on obsolete or slow-moving inventory is recognized.

12.    Recoverable taxes

          Recoverable taxes are presented net of provisions for losses on tax credits.

 
December 31, 2016 December 31, 2015

Value-added tax

724 755

Brazilian federal contributions

1,599 1,125

Others

29 25

Total

2,352 1,905

Current

1,625 1,404

Non-current

727 501

Total

2,352 1,905

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

13.    Other financial assets and liabilities

 
Current Non-Current
 
December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015

Others financial assets

       

Financial investments

18 28

Loans

180 188

Derivative financial instruments (note 25)

274 121 446 93

Related parties (note 31)

71 70 2 1

363 219 628 282

Others financial liabilities

       

Derivative financial instruments (note 25)

414 2,076 1,225 1,570

Related parties (note 31)

672 475 127 213

Participative stockholders' debentures (note 32(b))

775 342

1,086 2,551 2,127 2,125

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

 
December 31, 2016 December 31, 2015
 
Fertilizers assets
(Discontinued
operations) (i)
Nacala Shipping assets Total Nacala

Assets

         

Accounts receivable

86 6 92 3

Inventories

387 2 389

Other current assets

107 114 221 134

Investments in associates and joint ventures

90 90

Property, plant and equipment and Intangible, net

2,694 4,064 357 7,115 3,907

Other non-current assets

679 3 682

Total assets

4,043 4,189 357 8,589 4,044

Liabilities

         

Suppliers and contractors

280 41 321 93

Other current liabilities

192 13 205 14

Other non-current liabilities

559 5 564  

Total liabilities

1,031 59 1,090 107

Net non-current assets held for sale

3,012 4,130 357 7,499 3,937

(i)
Include the nitrogen assets (US$382) and not include the noncontrolling interest (US$234—note 16).

a) Discontinued operations (Fertilizers assets)

          In December 2016, the Company entered into an agreement with The Mosaic Company ("Mosaic") to sell (i) the phosphate assets located in Brazil, except those mainly related to nitrogen assets located in Cubatão (Brazil); (ii) the control of Compañia Minera Miski Mayo S.A.C., in Peru; (iii) the potassium assets located in Brazil; and (iv) the potash projects in Canada.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

14.    Non-current assets and liabilities held for sale and discontinued operations (Continued)

          The agreed transaction price is US$2.5 billion, of which US$1.25 billion will be paid in cash and US$1.25 billion with 42.3 million common shares to be issued by Mosaic, which at the transaction date represents around 11% of Mosaic's total outstanding common shares. Completion of the transaction is expected for the end of 2017 and is subject to the spin-off of the nitrogen assets from Vale Fertilizantes S.A.; the fulfillment of usual precedent conditions, including the approval of the Administrative Council of Economic Defense (CADE) and other antitrust authorities; and other operational and regulatory matters.

          Vale may receive additional earn-out of the transaction up to US$260 in circumstances where the phosphate price (MAP—Monoammonium Phosphate) and the Real exchange rate exceed certain levels during each of the twelve months periods after the completion of the transaction during two years.

          The assets located in Cubatão, which are mostly dedicated to the operation with nitrogen, will be transferred from Vale Fertilizantes S.A. to an independent legal entity, for which the Company is actively seeking to identify potential buyers.

          Therefore, the fertilizer segment, including Cubatão, is presented as a discontinued operation and the related assets and liabilities were classified as assets and liabilities held for sale, as established by IFRS 5.

          As consequence, the net assets of the fertilizers segment was adjusted to reflect the fair value less cost to sell and a loss of US$1,738 (US$1,147 net of tax) was recognized in the income statement from discontinued operations for the year ended December 31, 2016.

          At the completion of the transaction, the Company will recycle US$75 of the "Cumulative translation adjustments" to the income statement. For the years ended December 31, 2016, 2015 and 2014 the comprehensive income attributable to Vale's stockholders regarding discontinued operations was a loss of US$131, a gain of US$106 and a loss of US$9, respectively.

          The results for the years and the cash flows of discontinued operations of the Fertilizer segment are presented as follows:

 
Year ended December 31
 
2016 2015 2014

Net income of discontinued operations

     

Net operating revenue

1,875 2,225 2,415

Cost of goods sold and services rendered

(1,887 ) (1,762 ) (2,274 )

Operating expenses

(130 ) (206 ) (282 )

Results on measurement or sale of non-current assets

(1,738 ) (157 ) (1,053 )

Operating income (loss)

(1,880 ) 100 (1,194 )

Financial Results, net

20 (147 ) (51 )

Equity results in associates and joint ventures

3 6 4

Loss before income taxes

(1,857 ) (41 ) (1,241 )

Income taxes

630 (149 ) 403

Loss from discontinued operations

(1,227 ) (190 ) (838 )

Income attributable to noncontrolling interests

2 10 4

Loss attributable to Vale's stockholders

(1,229 ) (200 ) (842 )

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

14.    Non-current assets and liabilities held for sale and discontinued operations (Continued)


 
Year ended December 31
 
2016 2015 2014

Cash flow from discontinued operations

     

Operating activities

     

Loss before income taxes

(1,857 ) (41 ) (1,241 )

Adjustments:

     

Equity results in associates and joint ventures

(3 ) (6 ) (4 )

Depreciation, amortization and depletion

347 310 419

Results on measurement or sale of non-current assets

1,738 157 1,053

Others

(20 ) 148 51

Decrease in assets and liabilities

(25 ) (9 ) (266 )

Net cash provided by operating activities

180 559 12

Investing activities

     

Additions to property, plant and equipment

(292 ) (257 ) (36 )

Others

11 (89 ) 55

Net cash provided (used) in investing activities

(281 ) (346 ) 19

Financing activities

     

Repayments

(17 ) (73 ) (72 )

Net cash used in financing activities

(17 ) (73 ) (72 )

Net cash provided (used) by discontinued operations

(118 ) 140 (41 )

b) Coal—Nacala logistic corridor ("Nacala")

          In December 2014, the Company signed an agreement with Mitsui & Co., Ltd. ("Mitsui") to sell 50% of its stake in the Nacala corridor and 15% of Vale´s stake in Vale Moçambique which holds the coal assets. After completion of the transaction, Vale will indirectly own 81% of the Moatize mine (Vale Moçambique) and approximately 50% of Nacala Corridor. Since Nacala will be jointly controlled by Vale and Mitsui the related assets and liabilities were classified as non-current assets held for sale with no impact in the income statement.

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

          As at December 2016, completion of the transaction remains subject to successful completion of the Project Finance and certain government approvals which are expected to occur in 2017.

c) Shipping assets

          In June 2016, Vale approved a plan to dispose of its fleet of eleven ships. As a consequence, the referenced assets were reclassified to non-current assets held for sale and a loss of US$66 was recorded in the income statement as "Results on measurement or sale of non-current assets".

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

14.    Non-current assets and liabilities held for sale and discontinued operations (Continued)

          In the year ended December 31, 2016, the Company concluded the sale of three Very Large Ore Carriers ("VLOC's") for US$269 and four Capesize vessels for US$140. There are four vessels that are still held for sale as at December 31, 2016.

Accounting policy

          A non-current asset is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use.

          The criteria for recognition the non-current assets as held for sale are only considered satisfied when the sale is highly probable and the asset (or disposal group of assets) is available for immediate sale in its present condition. The Company measures the assets held for sale (or group of assets) at the lower of its carrying amount and fair value less costs to sell. If the carrying amount exceeds the fair value less costs to sell an impairment loss is recognized against income. Any subsequent reversal of impairment is recognized only to the extent of the loss previously recognized.

          The assets and liabilities of a disposal group classified as held for sale are presented separately in the statement of financial position.

          The classification as a discontinued operation occurs through disposal, or when the operation meets the criteria to be classified as held for sale if this occurs earlier. A discontinued operation is a component of a Group business comprising cash flows and operations that may be clearly distinct from the rest of the Group and that represents an important separate line of business or geographical area of operations.

          The result of discontinued operations is presented in a single amount in the income statement, including the results after income tax of these operations less any impairment loss. Cash flows attributable to operating, investing and financing activities of discontinued operations are described in a separate note.

          When an operation is classified as a discontinued operation, the income statements of the prior periods are re-presented as if the operation had been discontinued since the beginning of the comparative period.

          Any non-controlling interest relating to disposal group will be presented in the stockholders equity not being reclassified as a held for sale.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

15.    Investments in associates and joint ventures

          The material non-consolidated entities for the Group are as follows:

 
Location Principal activity % ownership % Voting capital % Other investors

Joint ventures

         

Aliança Geração de Energia S.A. (i)

Brazil Energy 55.0 % 55.0 % 45.0 %

Companhia Coreano-Brasileira de Pelotização

Brazil Pellets 50.0 % 50.0 % 50.0 %

Companhia Hispano-Brasileira de Pelotização (i)

Brazil Pellets 50.9 % 51.0 % 49.1 %

Companhia Ítalo-Brasileira de Pelotização (i)

Brazil Pellets 50.9 % 51.0 % 49.1 %

Companhia Nipo-Brasileira de Pelotização (i)

Brazil Pellets 51.0 % 51.1 % 49.0 %

Companhia Siderúrgica do Pecém ("CSP")

Brazil Steel 50.0 % 50.0 % 50.0 %

MRS Logística S.A. 

Brazil Logistics 48.16 % 46.75 % 51.84 %

Samarco Mineração S.A. 

Brazil Pellets 50.0 % 50.0 % 50.0 %

Direct and indirect associates

 

 


 

 

 

Henan Longyu Energy Resources Co., Ltd. 

China Coal 25.0 % 25.0 % 75.0 %

VLI S.A. 

Brazil Logistics 37.6 % 37.6 % 62.4 %

          The associates and joint ventures are accounted for using the equity method.


(i)
Although the Company held majority of the voting capital, the entities are accounted under equity method due to shareholders' agreements where relevant decisions are shared with other parties.

a) Changes during the year

          Changes in investments in associates and joint ventures as follows:

 
2016 2015
 
Associates Joint
ventures
Total Associates Joint
ventures
Total

Balance at January 1st,

1,323 1,617 2,940 2,059 2,074 4,133

Acquisitions

4 580 584

Additions

1 238 239 30 30

Capitalizations

249 249

Disposals

(7 ) (7 ) 79 79

Translation adjustment

175 338 513 (558 ) (653 ) (1,211 )

Equity results in income statement

69 240 309 (137 ) (308 ) (445 )

Equity results from discontinued operations

3 3 6 6

Equity results in statement of comprehensive income

(6 ) (6 )

Dividends declared

(37 ) (165 ) (202 ) (59 ) (36 ) (95 )

Impairment (note 19)

(314 ) (132 ) (446 )

Transfer to held for sale

(90 ) (90 )

Others

(9 ) (9 )   62 62

Balance at December 31,

1,437 2,259 3,696 1,323 1,617 2,940

          The investments by segments are presented in note 3(b).

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

15.    Investments in associates and joint ventures (Continued)

b) Acquisitions and divestiture

2016

          Thyssenkrupp Companhia Siderúrgica do Atlântico Ltd ("CSA")—In April 2016, the Company sold 100% of its interest at CSA (26.87%) for a non-significant amount. The transaction resulted in US$75 loss on recycling the "Cumulative translation adjustments" recognized in the income statement as "Impairment and others results in associates and joint ventures".

          Minas da Serra Geral S.A. ("MSG")—In March 2016, the Company completed the purchase option on additional 50% participation at MSG which was owned by JFE Steel Corporation ("JFE") in the amount of US$17. Vale now holds 100% of MSG's shares.

2015

          Energy generation assets—In December 2013, the Company signed agreements with CEMIG Geração e Transmissão S.A. ("CEMIG GT") to incorporate two joint ventures, Aliança Norte Participações S.A. and Aliança Geração de Energia S.A and exchange of assets and shares. The transaction was completed in the first quarter of 2015, in which Vale received cash proceeds of US$97 and recognized a gain of US$18 as "Impairment and others results in associates and joint ventures" and a gain of US$193 as "Results on measurement or sales of non-current assets".

          Divestiture of Shandong Yankuang International Coking Co., Ltd. ("Yankuang")—The Company completed the sale of its participation in Yankuang, a producer of coking coal, methanol and other products. In this transaction, Vale recognized a gain of US$79 as "Impairment and others results in associates and joint ventures".

          The "Impairment and others results in associates and joint ventures" are as follows:

 
Year ended December 31
 
2016 2015 2014

Samarco provision (note 21)

(1,109 )

Divestiture—Thyssenkrupp Companhia Siderúrgica do Atlântico Ltd

(75 )

Divestiture—Paragominas (i)

(36 )

Divestiture—Shandong Yankuang International Coking Co., Ltd. 

79

Energy generation assets

18

Divestiture—Vale Florestar Fundo de Investimento em Participações

(30 )

Impairment of investments (note 19)

(446 ) (31 )

Total

(1,220 ) (349 ) (61 )

(i)
Mineração Paragominas shares were sold in 2011 and an accounts receivable of US$149 were outstanding. In December, 2016, the Company received US$113 and a loss of US$36 was recognized.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

15.    Investments in associates and joint ventures (continued)

 
 
 
Investments in associates and joint ventures  
Equity results in the income statement Dividends received
 
 
 
 
Year ended December 31
 
 
 
 
 
 
Year ended December 31
 
 
% voting
capital
December 31,
2016
December 31,
2015
 
Associates and joint ventures
% ownership 2016 2016 2015 2014 2015 2014

Ferrous minerals

                   

Baovale Mineração S.A. 

50.00 50.00 26 24 9 4

Companhia Coreano-Brasileira de Pelotização

50.00 50.00 68 62 17 25 30 26 19 16

Companhia Hispano-Brasileira de Pelotização

50.89 51.00 59 57 15 14 24 27 16 11

Companhia Ítalo-Brasileira de Pelotização

50.90 51.00 69 50 16 21 25 9 14 5

Companhia Nipo-Brasileira de Pelotização

51.00 51.11 108 104 29 46 66 41 30 48

MRS Logística S.A. 

48.16 46.75 488 368 57 43 76 10 22 44

Samarco Mineração S.A. (i)

50.00 50.00 (167 ) 392 146 401

VLI S.A. 

37.60 37.60 969 778 36 46 48 8

Zhuhai YPM Pellet Co. 

25.00 25.00 21 23

Others

    13 (2 ) 1

    1,808 1,479 179 26 665 113 255 526

Coal

                   

Henan Longyu Energy Resources Co., Ltd. 

25.00 25.00 285 306 (4 ) (3 ) 32 28 28

Base metals

                   

Korea Nickel Corp. 

25.00 25.00 12 17 (1 ) (3 ) 4

Teal Minerals Inc. 

50.00 50.00 (3 ) (129 ) (35 )

    12 17 (4 ) (132 ) (35 ) 4

Others

                   

Aliança Geração de Energia S.A. 

55.00 55.00 582 481 46 50 39 30

Aliança Norte Energia Participações S.A. 

51.00 51.00 148 81 (6 ) 1

California Steel Industries, Inc. 

50.00 50.00 185 157 33 (27 ) 12 4 6

Companhia Siderúrgica do Pecém

50.00 50.00 527 225 25 (307 ) (44 )

Mineração Rio Grande do Norte S.A. 

40.00 40.00 129 93 48 40 7 32 3 8

Thyssenkrupp Companhia Siderúrgica do Atlântico Ltd. 

(80 ) (60 )

Others

    20 101 (8 ) (13 ) (76 ) 1 2

    1,591 1,138 138 (336 ) (161 ) 76 35 14

Total

    3,696 2,940 309 (445 ) 501 193 318 568

(i)
Note 21

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

15.    Investments in associates and joint ventures (Continued)

c) Summarized financial information

          The summarized financial information about relevant associates and joint-ventures are as follows:

 
December 31, 2016
 
Joint ventures Associates
 
Aliança Geração
de Energia
CSP Pelletizing(i) MRS Logística Henan Longyu VLI S.A.

Current assets

115 743 392 324 903 389

Non-current assets

1,208 3,809 318 1,709 456 4,169

Total assets

1,323 4,552 710 2,033 1,359 4,558

Current liabilities


165

664

109

392

200

677

Non-current liabilities

100 2,835 3 877 19 1,304

Total liabilities

265 3,499 112 1,269 219 1,981

Stockholders' equity

1,058 1,053 598 764 1,140 2,577

Net income (loss)

84 49 152 90 (17 ) 95

 

 
December 31, 2015
 
Joint ventures Associates
 
Aliança Geração
de Energia
CSP Pelletizing(i) MRS Logística Henan Longyu VLI S.A.

Current assets

65 265 350 324 883 503

Non-current assets

915 3,057 313 1,709 529 2,970

Total assets

980 3,322 663 2,033 1,412 3,473

Current liabilities


35

528

118

392

108

511

Non-current liabilities

71 2,344 9 877 80 893

Total liabilities

106 2,872 127 1,269 188 1,404

Stockholders' equity

874 450 536 764 1,224 2,069

Net income (loss)

91 (615 ) 208 90 (11 ) 121

(i)
Aggregate entity information: Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização, Companhia Nipo-Brasileira de Pelotização.

          Stand alone number may differ from number reported herein, since they may be adjusted, when necessary to Vale's accounting policies including eventual goodwill, provisional price adjustment, etc.

Accounting policy

          Joint arrangements investments—Joint arrangements are all entities over which the Group has shared control with one or more parties. Joint arrangement investments are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

15.    Investments in associates and joint ventures (Continued)

          The joint operations are recorded in the financial statements to represent the Group's contractual rights and obligations. Accordingly, any jointly held assets, liabilities, revenues and expenses are accounted for individually in the financial statements. The Company does not have material joint operations.

          Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost in the consolidated balance sheet. The Group's investment in joint ventures includes the goodwill identified in the acquisition, net of any accumulated impairment loss.

          The Group's interest in the profits or losses of its joint ventures is recognized in the income statement and participation in the changes in reserves is recognized in the Group's reserves. When the Group's interest in the losses of an associate or joint venture is equal to or greater than the carrying amount of the investment, including any other receivables, the Group does not recognize additional losses, unless it has incurred obligations or made payments on behalf of the joint venture.

d) Commitments and guarantees

          The commitments and guarantees issued the affiliates and joint ventures are presented in note 32.

16.    Noncontrolling interest

a) Summarized financial information

          The summarized financial information, prior to the eliminations of the intercompany balances and transactions, about subsidiaries with material noncontrolling interest are as follows:

 
December 31, 2016
 
MBR PTVI VNC Compañia Mineradora
Miski Mayo S.A.C.(i)
Others Total

Current assets

583 576 462 107    

Non-current assets

3,182 1,668 2,101 429    

Total assets

3,765 2,244 2,563 536    

Current liabilities


143

145

283

46
   

Non-current liabilities

198 261 1,073 99    

Total liabilities

341 406 1,356 145    

Stockholders' equity


3,424

1,838

1,207

391
   

Equity attributable to noncontrolling interests

1,406 741 40 235 (440 ) 1,982

Net income (loss)

400 2 (807 ) 3    

Income (loss) attributable to noncontrolling interests

165 1 (40 ) 2 (134 ) (6 )

Dividends paid

653 47

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

16.    Noncontrolling interest (Continued)


 
December 31, 2015
 
MBR PTVI VNC Compañia Mineradora
Miski Mayo S.A.C.(i)
Others Total

Current assets

743 567 248 137    

Non-current assets

2,912 1,731 2,388 481    

Total assets

3,655 2,298 2,636 618    

Current liabilities


188

151

518

82
   

Non-current liabilities

155 309 2,715 101    

Total liabilities

343 460 3,233 183    

Stockholders' equity


3,312

1,838

(597

)


435
   

Equity attributable to noncontrolling interests

1,360 741 55 261 (302 ) 2,115

Net income (loss)

250 36 (1,916 ) 16    

Income (loss) attributable to noncontrolling interests

66 15 (373 ) 10 (209 ) (491 )

Dividends paid

116 67

 

 
December 31, 2014
 
MBR PTVI VNC Compañia Mineradora
Miski Mayo S.A.C.(i)
Others Total

Net income (loss)

145 202 (982 ) 7    

Income (loss) attributable to noncontrolling interests

3 82 (191 ) 4 (202 ) (304 )

Dividends paid

41

(i)
Discontinued operation

          Stand alone number may differ from number reported herein, since they may be adjusted, when necessary to Vale's accounting policies including eventual goodwill, provisional price adjustment, etc.

b) Acquisitions and divestments

2016

          There were no significant changes in equity interest in subsidiaries in 2016.

2015

          Sale of minority interest in Minerações Brasileiras Reunidas S.A.—In September 2015, the Company sold 36.4% of the total capital of subsidiary Minerações Brasileiras Reunidas S.A. ("MBR") to an affiliate of Banco Bradesco S.A. (related party) for US$1,089. After the sale, Vale holds 62.5% of the total capital. Vale has an option to repurchase the shares after an initial period.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

17.    Intangibles

          Changes in intangibles are as follows:

 
Goodwill Concessions Right of use Software Total

Balance at December 31, 2014

3,760 2,213 297 550 6,820

Additions

549 128 677

Disposals

(20 ) (20 )

Amortization

(150 ) (42 ) (155 ) (347 )

Impairment (note 19)

(81 ) (81 )

Translation adjustment

(762 ) (778 ) (48 ) (176 ) (1,764 )

Acquisition of subsidiary

39 39

Balance at December 31, 2015

2,956 1,814 207 347 5,324

Cost

2,956 2,588 464 1,025 7,033

Accumulated amortization

(774 ) (257 ) (678 ) (1,709 )

Balance at December 31, 2015

2,956 1,814 207 347 5,324

Additions

1,100 1 13 1,114

Disposals

(12 ) (12 )

Amortization

(248 ) (2 ) (153 ) (403 )

Impairment of discontinued operations (note 14)

(30 ) (30 )

Translation adjustment

188 570 9 61 828

Transfers

77 (68 ) 74 83

Effect of discontinued operations

         

Transfer to net assets held for sale

(33 ) (33 )

Balance at December 31, 2016

3,081 3,301 147 342 6,871

Cost

3,081 4,467 222 1,570 9,340

Accumulated amortization

(1,166 ) (75 ) (1,228 ) (2,469 )

Balance at December 31, 2016

3,081 3,301 147 342 6,871

          a) Goodwill—The goodwill arose from the acquisition of iron ore and nickel business.

          b) Concessions—The concessions refer to the agreements with governments for the exploration and the development of ports and railways. The Company holds railway concessions which are valid over a certain period of time. Those assets are classified as intangible assets and amortized over the shorter of their useful lives and the concession term at the end of which they will be returned to the government.

          c) Right of use—Refers to the usufruct contract between the Company and noncontrolling stockholders to use the shares of Empreendimentos Brasileiros de Mineração S.A. (owner of Minerações Brasileiras Reunidas S.A. shares) and intangible assets identified in the business combination of Vale Canada Limited ("Vale Canada"). The amortization of the right of use will expire in 2037 and Vale Canada's intangible assets will end in September of 2046.

Accounting policy

          Intangibles are carried at the acquisition cost, net of amortization and impairment.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

17.    Intangibles (Continued)

          The estimated useful lives are as follows:

 
Useful life

Concessions

3 to 50 years

Right of use

22 to 31 years

Software

5 years

18.    Property, plant and equipment

          Changes in property, plant and equipment are as follows:

 
Land Building Facilities Equipment Mineral
properties
Others Constructions
in progress
Total

Balance at December 31, 2014

1,069 11,654 10,813 9,287 14,929 10,954 19,416 78,122

Additions(i)

9,499 9,499

Disposals

(3 ) (8 ) (41 ) (81 ) (152 ) (1,554 ) (22 ) (1,861 )

Assets retirement obligations

(334 ) (334 )

Depreciation, amortization and depletion

(547 ) (713 ) (1,066 ) (864 ) (766 ) (3,956 )

Transfers to non-current assets held for sale

(127 ) (127 )

Impairment (note 19)

(13 ) (1,828 ) (838 ) (1,100 ) (801 ) (1,985 ) (1,766 ) (8,331 )

Impairment of discontinued operations (note 14)

(181 ) 6 18 (157 )

Translation adjustment

(292 ) (3,383 ) (3,182 ) (1,846 ) (2,404 ) (2,439 ) (5,327 ) (18,873 )

Transfers

5 3,213 2,253 2,112 238 2,871 (10,692 )

Acquisition of subsidiary

1 119 120

Balance at December 31, 2015

766 9,101 8,292 7,307 10,304 7,206 11,126 54,102

Cost

766 13,707 13,152 12,230 17,054 10,617 11,126 78,652

Accumulated depreciation

(4,606 ) (4,860 ) (4,923 ) (6,750 ) (3,411 ) (24,550 )

Balance at December 31, 2015

766 9,101 8,292 7,307 10,304 7,206 11,126 54,102

Additions(i)

5,240 5,240

Disposals

(1 ) (8 ) (9 ) (19 ) (125 ) (384 ) (20 ) (566 )

Assets retirement obligation

311 311

Depreciation, amortization and depletion

(517 ) (705 ) (906 ) (795 ) (631 ) (3,554 )

Transfers to non-current assets held for sale

(497 ) (497 )

Impairment (note 19)

(1 ) (448 ) (175 ) (110 ) (165 ) (88 ) 70 (917 )

Impairment of discontinued operations (note 14)

(53 ) (65 ) (1,590 ) (1,708 )

Translation adjustment

111 702 960 639 748 861 1,731 5,752

Transfers

26 2,177 1,253 978 230 1,110 (5,857 ) (83 )

Effect of discontinued operations

               

Transfer to net assets held for sale

(124 ) (333 ) (80 ) (1,095 ) (538 ) (62 ) (429 ) (2,661 )

Balance at December 31, 2016

724 10,674 9,471 6,794 8,380 7,515 11,861 55,419

Cost

724 16,678 15,664 11,953 16,066 11,319 11,861 84,265

Accumulated depreciation

(6,004 ) (6,193 ) (5,159 ) (7,686 ) (3,804 ) (28,846 )

Balance at December 31, 2016

724 10,674 9,471 6,794 8,380 7,515 11,861 55,419

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

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

18.    Property, plant and equipment (Continued)

          The net book value of property, plant and equipment pledged to secure judicial claims on December 31, 2016 and 2015 were US$35 and US$44, respectively.

Accounting policy

          Property, plant and equipment are evaluated at the cost of acquisition or construction, net of amortization and impairment.

          Mineral properties developed internally are determined by (i) direct and indirect costs attributed to build the mine site and plant, (ii) financial charges incurred during the construction period, (iii) depreciation of other fixed assets used during construction, (iv) estimated decommissioning and site restoration expenses, and (v) other capitalized expenditures occurred during the development phase (phase when the project demonstrates its economic benefit to the Company, and the Company has ability and intention to complete the project).

          The depletion of mineral properties is determined based on the ratio between production and total proven and probable mineral reserves.

          Property, plant and equipment, other than mineral properties are depreciated using the straight-line method based on the estimated useful lives, from the date on which the assets become available for their intended use and are capitalized, except for land which is not depreciated.

          The estimated useful lives are as follows:

 
Useful life

Buildings

15 to 50 years

Facilities

3 to 50 years

Equipment

3 to 40 years

Others:

 

Locomotives

12 to 25 years

Wagon

30 to 44 years

Railway equipment

5 to 33 years

Ships

20 years

Others

2 to 50 years

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

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

18.    Property, plant and equipment (Continued)

a) Mineral reserves

Critical accounting estimates and judgments

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

          The estimated volume of mineral reserves is used as basis for the calculation of depletion of the mineral properties, and also for the estimated useful life which is a major factor to quantify the provision for asset retirement obligation, environmental recovery of mines and impairment of long lived asset. Any changes to the estimates of the volume of mine reserves and the useful lives of assets may have a significant impact on the depreciation, depletion and amortization charges and assessments of impairment.

b) Expenditures and stripping costs

          (i) Exploration and evaluation expenditures—Expenditures on mining research are accounted for as operating expenses until the effective proof of economic feasibility and commercial viability of a given field can be demonstrated. From then on, the expenditures incurred are capitalized as mineral properties.

          (ii) Expenditures on feasibility studies, new technologies and others research—The Company also conducts feasibility studies for many businesses which it operates including researching new technologies to optimize the mining process. After these costs are proven to generate future benefits to the Company, the expenditures incurred are capitalized.

          (iii) Maintenance costs—Significant industrial maintenance costs, including spare parts, assembly services, and others, are recorded in property, plant and equipment and depreciated through the next programmed maintenance overhaul.

          (iv) Stripping Costs—The cost associated with the removal of overburden and other waste materials ("stripping costs") incurred during the development of mines, before production takes place, are capitalized as part of the depreciable cost of the mineral properties. These costs are subsequently amortized over the useful life of the mine.

          Post-production stripping costs are included in the cost of inventory, except when a new project is developed to permit access to a significant ore deposits. In such cases, the cost is capitalized as a non-current asset and is amortized during the extraction of the ore deposits, over the useful life of the ore deposits.

          Stripping costs are measured at fixed and variable costs directly and indirectly attributable to its removal and, when applicable, net of any impairment losses measured in the same basis adopted for the cash generating unit of which it belongs.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

19.    Impairment and onerous contracts

          The impairment losses (reversals) recognized in the year are presented below:

 
 
Book value
(after
impairment)
as of
December 31,
2016
Income statement
 
 
Impairment (reversals)
 
Assets or
cash-generating unit
Segments by class of assets
2016 2015 2014

Property, plant and equipment and intangible

         

Iron ore

North system 160 (160 ) 55

Coal

Australia 43 27 635 343

Base metals—nickel

Newfoundland (VNL) 1,915 631 3,460

Base metals—nickel

Nouvelle Caledonie (VNC) 3,368 284 1,462 238

Base metals—nickel

Onça Puma 2,076 (252 ) (1,617 )

Coal

Mozambique 1,771 2,403

Iron ore

Midwest system 522

Iron ore

Simandou Project 1,135

Several segments

Other assets 135 127

Impairment of non-current assets

    917 8,412 99

Onerous contracts

    257 357

Impairment of non-current assets and onerous contracts

    1,174 8,769 99

Investments in associates and joint ventures

         

Iron ore

Samarco Mineração S.A. 132

Base metals—Copper

Teal Minerals Inc. 314

Others

Vale Soluções em Energia S.A. 31

Impairment of investments in associates and joint ventures

    446 31

a) Impairment of non-financial assets

          The assets, where a trigger of impairment was identified, were tested using fair value less costs of disposal ("FVLCS") model, except for the pelletizing plant that the value in use ("VIU") model was applied. The FVLCS for each Cash Generating Units ("CGU") was assessed considering "Level 3" fair value measurements, as it is derived from valuation techniques that includes inputs that are not based on observable market data.

          These cash flows were discounted using a post-tax discount rate ranging from 6% to 10%. The discount rate was based on the weighted average cost of capital ("WACC") that reflected the risks specific to the CGU.

          Iron ore and pellets—During 2016, based on new market circumstances, the Company decided to resume Norte´s system pelletizing plant, based on the studies carried out by management that demonstrates its economic feasibility. Accordingly, the Company reversed the full impairments of US$160 recorded in 2013 and 2015.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

19.    Impairment and onerous contracts (Continued)

          Of the total goodwill (note 17), US$1,246 is allocated to the group of ferrous mineral CGUs. The impairment analyses based on FVLCS model indicated that CGUs recoverable amount exceeds its carrying value; therefore, no impairment was recognized in the financial statements.

          In 2015, the Company recognized an impairment loss of US$522 due to lack of competitiveness in the Midwest system as a consequence of a complex logistic system associated with a consistent decline in iron ore prices. Accordingly, long-lived assets were fully impaired.

          In 2014, for the Simandou project, Vale recognized an impairment of US$1,135 related to the revocation of Vale's former 51%-owned subsidiary VBG-Vale BSGR Limited ("VBG") mining concessions in Guinea. During the first quarter of 2015, the investment was sold.

          Coal—The Coal assets in Australia were impacted mainly by the revision of the future mining plans, which resulted in an impairment loss of US$27 in 2016 (US$635 in 2015). The impairment of US$343 registered in 2014 relates to Integra and Isaac Plans operations which were sold during the fourth quarter of 2015.

          In relation to the coal assets in Mozambique, Vale recognized an impairment loss of US$2,403 in 2015 due to the reduction in estimated future coal prices combined with the increase of logistics costs, which decreased the estimated net recoverable amount of these assets. During 2016, no trigger event was identified for the purpose of impairment reassessing or any additional event or circumstance has changed that would indicate that the impairment recognized in 2015 is no longer applicable.

          Nickel—The decrease in long term nickel price projections, that significantly reduced the recoverable values of the VNL and VNC CGUs, combined with significant capital investments in new processing facilities in recent years, resulted in an impairment loss in the amount of US$631 and US$284 (US$3,460 and US$1,462) in 2016 and 2015 year end, respectively.

          The assumption of nickel prices used in the FVLCS calculation for the nickel CGUs is in a range (US$ per ton) from 10,500 to 20,000 (13,000 to 20,000 in 2015). Cash flows used are designed based on the life of each UGC and considering a discount rate ranging from 6% to 8% per year.

          Of the total goodwill (note 17), US$1,835 is allocated to the group of nickel CGUs. The impairment analyses based on FVLCS model demonstrates that nickel CGUs recoverable amount exceeds its carrying value; therefore no impairment was recognized in the financial statements.

          In 2014, the Company identified that the indicators which caused an impairment to be recognized in previous years for Onça Puma were no longer applicable. This was mainly due to Onça Puma's production resuming to normal capacity after the furnace problems in 2012. The total impairment registered in 2012 was reversed in 2014 and 2015.

b) Onerous contract

          The provision recognized in 2016, US$183 is related to the contracts with minimum guaranteed volume for port structure in the Midwest system and US$74 for supply of manganese ore.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

19.    Impairment and onerous contracts (Continued)

          In 2015, the Company recognized a provision related to the fluvial transportation contract with minimal guarantee volume in the amount of US$357 also in the Midwest system.

c) Impairment of investments in associates and joint ventures

          In 2015, the Company recognized an impairment of US$132 in its investment in Samarco (note 21) and US$314 in Teal Minerals Inc. ("Teal"). Teal recognized an impairment of property, plant and equipment due to the revision of future mining plans and the decrease of the copper price.

Accounting policy

          Impairment of non-Financial assets—Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. An impairment loss is recognized for the amount by which the asset´s carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal ("FVLCS") and value in use ("VIU").

          FVLCS is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal. VIU model is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form. Value in use is determined by applying assumptions specific to the Group's continued use and cannot take into account future development. These assumptions are different to those used in calculating fair value and consequently the VIU calculation is likely to give a different result to a FVLCS calculation.

          The future cash flows are based on the current life-of-mine plan or long-term production plan for the cash-generating unit.

          Assets that have an indefinite useful life and are not subject to amortization, such as goodwill, are tested annually for impairment.

          For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash Generating Units (CGUs)). Goodwill is allocated to Cash Generating Units or Cash Generating Units groups that are expected to benefit from the business combinations in which the goodwill arose and are identified in accordance with the operating segment.

          Non-current assets (excluding goodwill) in which the Company recognized impairment in the past are reviewed whenever events or changes in circumstances indicate that the impairment may no longer be applicable. In such cases, an impairment reversal will be recognized.

          Onerous Contracts—For onerous contracts, provision is recognized for the present value of certain long-term contracts where the unavoidable cost of meeting the Company's obligations exceed the economic benefits to be receive under it.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

19.    Impairment and onerous contracts (Continued)

Critical accounting estimates and judgments

          The Company determines its cash flows based on the budgets approved by management, which require the use of the following key assumptions: (i) mineral reserves and mineral resources measured by internal experts; (ii) costs and investments based on the best estimate of projects as supported by past performance; (iii) sale prices consistent with projections available in reports published by industry considering the market price when appropriate; (iv) the life of each cash-generating unit (ratio between production and mineral reserves); and (v) discount rates that reflect specific risks relating to the relevant assets in each cash-generating unit. These assumptions are subject to risk and uncertainty; hence there is a possibility that changes in circumstances will change these projections, which may impact the recoverable amount of the assets.

20.    Loans, borrowings and cash and cash equivalents

a) Net debt

          The Company evaluates the net debt with the objective of ensuring the continuity of its business in the long term, being able to generate value to its stockholders, through the payment of dividends and capital gain.

 
December 31, 2016 December 31, 2015

Debt contracts in the international markets

21,130 21,671

Debt contracts in Brazil

8,192 7,182

Total of loans and borrowings

29,322 28,853

(-) cash and cash equivalents

4,262 3,591

Net debt

25,060 25,262

b) Cash and cash equivalents

          Cash and cash equivalents includes cash, immediately redeemable deposits and short-term investments with an insignificant risk of change in value. They are readily convertible to cash, being US$961 denominated in R$, indexed to the Brazilian Interbank Interest rate ("DI Rate"or"CDI"), US$2,899 denominated in US$, mainly time deposits and US$402 denominated in other currencies.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

20.    Loans, borrowings and cash and cash equivalents (Continued)

c) Loans and borrowings

(i) Total debt

 
Current liabilities Non-current liabilities
 
December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015

Debt contracts in the international markets

       

Floating rates in:

       

US$

234 241 5,489 5,174

EUR

211

Fixed rates in:

       

US$

1,191 13,083 12,923

EUR

1,583 1,633

Other currencies

17 14 209 169

Accrued charges

304 326

555 1,772 20,575 19,899

Debt contracts in Brazil

       

Floating rates in:

       

R$, indexed to TJLP, TR, IPCA, IGP-M and CDI

402 212 5,621 4,709

Basket of currencies and US$ indexed to LIBOR

343 290 1,217 1,342

Fixed rates in:

       

R$

66 63 216 268

Accrued charges

294 169 33 129

1,105 734 7,087 6,448

1,660 2,506 27,662 26,347

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

 
Principal  
 
Bank loans Capital markets Development
agencies
Total Estimated future
interests
payments(i)

2017

59 1,002 1,061 1,583

2018

1,861 791 1,172 3,824 1,369

2019

1,088 1,000 1,361 3,449 1,211

2020

1,593 1,338 926 3,857 1,010

2021

622 1,342 912 2,876 844

Between 2022 and 2025

1,313 3,292 1,212 5,817 2,299

2026 onwards

81 7,490 236 7,807 5,319

6,617 15,253 6,821 28,691 13,635

(i)
Estimated future payments of interest, calculated based on interest rate curves and foreign exchange rates applicable as at December 31, 2016 and considering that all amortization payments and payments at maturity on loans and borrowings will be made on their contracted payments dates. The amount includes the estimated values of future interest payments (not yet accrued), in addition to interest already recognized in the financial statements.

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

20.    Loans, borrowings and cash and cash equivalents (Continued)

          At December 31, 2016, the average annual interest rates by currency are as follows:

 
Average interest rate(i) Total debt

Loans and borrowings

   

Floating rates in:

   

US$

4.92 % 20,615

R$(ii)

10.94 % 6,624

EUR (iii)

3.82 % 1,857

Other currencies

3.35 % 226

  29,322

(i)
In order to determine the average interest rate for debt contracts with floating rates, the Company used the last renegotiated rate at December 31, 2016.
(ii)
R$ denominated debt that bears interest at IPCA, CDI, TR or TJLP, plus spread. For a total of US$4,668, the Company entered into derivative transactions to mitigate the exposure to the cash flow variations of the floating rate debt denominated in R$, resulting in an average cost of 2.42% per year in US$.
(iii)
Eurobonds, for which the Company entered into derivatives to mitigate the exposure to the cash flow variations of the debt denominated in EUR, resulting in an average cost of 4.33% per year in US$.
ii)
Credit and financing lines 
 
 
 
 
 
Available amount
Type
Contractual currency Date of agreement Period
of the
agreement
Total amount December 31, 2016

Credit lines

         

Revolving credit facilities

US$   May 2015 5 years 3,000 3,000

Revolving credit facilities

US$   July 2013 5 years 2,000 2,000

Financing lines

         

BNDES(i)

R$   April 2008 10 years 2,249 88

BNDES—CLN 150

R$   September 2012 10 years 1,196 6

BNDES—S11D e S11D Logística

R$   May 2014 10 years 1,899 629

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

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

iii) Funding

          In January 2016, the Company drew down part of its revolving credit facilities which were fully amortized in November 2016. There was no outstanding debt on this lines at December 31, 2016.

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

20.    Loans, borrowings and cash and cash equivalents (Continued)

          In February 2017 (subsequent event), the Company issued through Vale Overseas Limited guaranteed notes due August 2026 totaling US$1,000. The notes bears 6.250% coupon per year, payable semi-annually, and were sold at a price of 107.793% of the principal amount. The notes will be consolidated with, and form a single series with, Vale Overseas's US$1,000 6.250% notes due 2026 issued on August, 2016, mentioned above. Vale intends to apply the net proceeds from the offering on the earlier redemption of Vale's €750 million notes (due in March 2018), which is expected to occur during March 2017.

iv) Guarantees

          As at December 31, 2016 and 2015, loans and borrowings are secured by property, plant and equipment and receivables in the amount of US$472 and US$495, respectively.

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

v) Covenants

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

Accounting policy

          Loans and borrowings are initially measured at fair value, net of transaction costs incurred and are subsequently carried at amortized cost and updated using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the Income statement over the period of the loan, using the effective interest rate method. The fees paid in obtaining the loan are recognized as transaction costs.

          Loans and borrowing costs are capitalized as part of property, plants and equipment if those costs are directly related to a qualified asset. The capitalization occurs until the qualified asset is ready for its intended use. The average capitalization rate is 37%. Borrowing costs that are not capitalized are recognized in the income statement in the period in which they are incurred.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

21.    Liabilities related to associates and joint ventures

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

a) Framework agreement

          Samarco and its shareholders, Vale S.A. and BHPB, entered into an Agreement ("Framework Agreement") in connection with the US$6.2 billion (R$20.2 billion) lawsuit on March 2, 2016 with the Brazilian federal government, the two Brazilian states affected by the failure (Espírito Santo and Minas Gerais) and other governmental authorities in order to implement the programs for remediation and compensation of the areas and communities affected by Samarco's dam (Fundão) failure.

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

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

          Under the Framework Agreement, Samarco, Vale S.A. and BHPB have agreed to establish a foundation to develop and implement social and economic remediation and compensation, to be funded by Samarco as follows: US$614 (R$2.0 billion) in 2016, US$368 (R$1.2 billion) in 2017 and US$368 (R$1.2 billion) in 2018. From 2019 to 2021, annual contributions to the foundation will range from US$245 (R$800) to US$491 (R$1.6 billion) based on the projects approved for the relevant year. From 2022 onwards, the annual contributions will be determined on the basis of the amount of funding necessary to complete remaining programs approved for each relevant year. The foundation will allocate an annual amount of US$74 (R$240) over 15 years to the implementation of compensation programs, and these annual amounts are included in the annual contributions described above for the first six years. Through the end of 2018, Samarco is expected to provide US$153 (R$500) for sewage collection and treatment and solid waste disposal under the terms of the Framework Agreement.

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

          On June 24, 2016, the Renova Foundation ("Foundation") was constituted, under the Framework Agreement, to develop and implement the socio-economic restoration and compensation programs. The Foundation began its operations in August of 2016.

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

21.    Liabilities related to associates and joint ventures (Continued)

b) Estimates used for the provision

          Samarco initially expected to resume its operations in the last quarter of 2016. Based on this assumption, Samarco´s cash flow projections indicated that it would be able to generate all or a substantial part of the funding required under the Framework Agreement. This assumption was supported by studies of appropriate technical solutions for the resumption of operations, as well as the progress of the work on the remaining dam structures after the failure and the implementation of the socio-economic and socio-environmental programs contemplated in the Framework Agreement.

          In light of the stage of procedures necessary to resume operations and the uncertainties related to the licensing approval by governmental authorities during 2016, Samarco revised its assumption and concluded that was unable to make a reliable estimate of how and when its operations will resume.

          Due to the above, as well as additional uncertainties regarding Samarco's cash flow, Vale S.A. recognized a provision on its interim financial statements as of June 30, 2016, for estimated costs in the amount of US$1,732 (R$5,560) which was discounted at a risk-free rate, resulting in US$1,163 (R$3,733) provision, which represents Vale S.A.'s best estimate of the obligation to comply with the reparation and compensation programs under the Framework Agreement, equivalent to its 50% equity interest in Samarco.

          In August 2016, Samarco issued non-convertible private debentures which were subscribed equally by Vale S.A. and BHPB, and the resources contributed by Vale S.A. were allocated as follows: (i) US$68 (R$222) was used by Samarco in the reparation programs in accordance with the Framework Agreement, and therefore, applied against the provision of US$1,163 (R$3,733) mentioned above; and (ii) US$71 (R$234) was applied by Samarco's to fund its working capital, and recognized in Vale's income statement as "Impairment and other results in associates and joint ventures". Vale S.A. intends to make available short-term facilities in the first half of 2017 of up to US$115 (R$375) to Samarco to support its operations, without undertaking an obligation to Samarco. Funds for working capital requirements will be released as needed by the shareholders subject to achieving certain milestones.

          As a result of constituting the Foundation, most of the reparation and compensation programs were transferred from Samarco. Therefore, Vale S.A. made contributions to the Foundation totaling US$71 (R$ 239) to be used in the programs in accordance with the Framework Agreement.

          As a result of the above mentioned, the movements of the provision during the year are as follows:

 
2016

Balance on January 1,

Provision recognized

1,163

Payments made

(139 )

Discount rate accretion

72

Translation adjustment

(19 )

Balance on December 31,

1,077

Current liabilities

292

Non-current liabilities

785

Liabilities

1,077

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

21.    Liabilities related to associates and joint ventures (Continued)

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

c) Relevant information of Samarco

          Samarco is a Brazilian entity jointly controlled by Vale S.A. and BHPB, in which each shareholder has a 50% ownership interest.

          Samarco operates an integrated enterprise consisting of mining, beneficiation and concentration of low-grade iron ore in the municipality of Mariana, in the State of Minas Gerais, as well as the hauling of such concentrated ore through ore pipelines connecting the its two operating plants located in Minas Gerais and Espírito Santo.

          On November 5, 2015, Samarco experienced the failure of an iron ore tailings dam ("Fundão") in the state of Minas Gerais, which affected communities and ecosystems, including the Rio Doce river. Following the dam failure, the state government of Minas Gerais ordered the suspension of Samarco's operations.

          The summarized financial information about Samarco are as follows:

 
December 31, 2016

Current assets

165

Non-current assets

6,510

Total assets

6,675

Current liabilities

4,853

Non-current liabilities

3,015

Total liabilities

7,868

Stockholders' equity

(1,193 )

Loss

(769 )

          Under Brazilian legislation and the terms of the joint venture agreement, Vale does not have an obligation to provide funding to Samarco. As a result, Vale's investment in Samarco was reduced to zero.

          Since the initial date of the accident, Samarco and its shareholders disbursed the total amount of US$614 (R$2.0 billion) to comply with the obligations under the Framework Agreement.

d) Contingencies related to Samarco accident

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

          The federal government, the two Brazilian states affected by the failure (Espirito Santo and Minas Gerais) and other governmental authorities have initiated a public civil lawsuit against Samarco and its shareholders, Vale S.A. and BHPB, with an estimated value indicated by the plaintiffs of US$6.2 billion (R$20.2 billion).

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

21.    Liabilities related to associates and joint ventures (Continued)

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

          On August 17, 2016, the TRF of the 1st Region rejected the appeal presented by Samarco, Vale S.A. and BHPB against the interim order, and overruled the judicial decision that ratified the Framework Agreement. This decision of the TRF of the 1st Region, among other measures, confirmed a prior injunction that prohibited the defendants from transferring or conveying any of their interest in its Brazilian iron ore concessions, without, however, limiting their production and commercial activities and ordered a deposit with the court of US$368 (R$1.2 billion) by January 2017. This US$368 (R$1.2 billion) cash deposit was provisionally replaced by the guarantees provided for under the agreements with MPF, as described below.

          In January 2017 Samarco, Vale S.A. and BHPB entered into two preliminary agreements with the Federal Prosecutor's Office in Brazil (MPF).

          The first agreement ("First Agreement") aims to outline the process and timeline for negotiations of a Final Agreement ("Final Agreement"), expected to occur by June 30th, 2017. This First Agreement sets the ground for conciliation of two public civil actions which aim to establish socio-economic and socio-environmental remediation and compensation programs for the impacts of the Fundão dam failure, respectively: claim nº 023863-07.2016.4.01.3800, filed by the Federal Prosecutors (amounting to US$48 billion (R$155 billion)), as mentioned in item (ii) below, and claim nº 0069758-61.2015.4.01.3400, filed by the Federal Government, the states of Minas Gerais and Espírito Santo and other governmental authorities (amounting to US$6.2 billion (R$ 20.2 billion)). Both claims were filed with the 12th Judicial Federal Court of Belo Horizonte.

          The First Agreement provides for: (i) the appointment of experts selected by the Federal Prosecutors and paid for by the companies to conduct a diagnosis and follow the progress of the 41 programs under the Framework Agreement signed on March 2nd, 2016 by the companies and the Federal Government and the states of Minas Gerais and Espírito Santo and other governmental authorities and (ii) holding at least eleven public hearings by April 15th, 2017, five of which are to be held in Minas Gerais, three in Espírito Santo and the remainder in the indigenous territories of the Krenak, Comboios and Caieiras Velhas, in order to allow these communities to take part in the definition of the content of the Final Agreement.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

21.    Liabilities related to associates and joint ventures (Continued)

          Under the First Agreement, Samarco, Vale S.A. and BHPB will provide the 12th Judicial Federal Court of Belo Horizonte with a guarantee for fulfillment of the obligations regarding the financing and payment of the socio-environmental and socio-economic remediation programs resulting from the Fundão dam failure, pursuant to the two public civil actions, until the signing of the Final Agreement, amounting to US$675 (R$2.2 billion), of which (i) US$31 (R$100) in financial investments; ii) US$399 (R$1.3 billion) in insurance bonds; and (iii) US$245 (R$800) in assets of Samarco. The guarantee will remain in place until the completion of the negotiations for the Final Agreement or until June 30th, 2017, whichever comes first. In order to implement the First Agreement, it has been requested that the 12th Judicial Federal Court of Belo Horizonte accept such guarantees until the completion of the negotiations and the signing of the Final Agreement, or until the parties reach a new agreement regarding the guarantees. If, by June 30th, the negotiations have not been completed, the Federal Prosecutor's Office may require that the 12th Judicial Federal Court of Belo Horizonte re-institute the order for the deposit of US$368 (R$1.2 billion) in relation to the US$6.2 billion (R$20.2 billion) public civil action, which is currently suspended.

          In addition, the Second Agreement (Second Agreement) was signed, which establishes a timetable to make funds available to remediate the social, economic and environmental damages caused by the Fundão dam failure in the municipalities of Barra Longa, Rio Doce, Santa Cruz do Escalvado and Ponte Nova, amounting to US$61 (R$200).

          The terms of the two Agreements are subject to ratification by the courts.

(ii) Public civil action filed by Federal Prosecution Office

          On May 3, 2016, the Federal Prosecution Office (MPF) filed a public civil action against Samarco and its shareholders and presented several demands, including: (i) the adoption of measures for mitigating the social, economic and environmental impacts resulting from the Fundão dam failure and other emergency measures; (ii) the payment of compensation to the community; and (iii) payments for the collective moral damage. The initial action value claimed by the Federal Prosecution Office (MPF) is US$48 billion (R$155 billion). The first conciliatory hearing was held on September 13, 2016. On November 21, 2016, the court ordered that the defendants be served, and the defendants submitted their defense. Given the negotiations of a potential settlement, the parties jointly requested the suspension of the proceeding, in accordance with the First Agreement.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

21.    Liabilities related to associates and joint ventures (Continued)

(iii) U.S. Securities class action suits

          On May 2, 2016, Vale S.A. and certain of its officers were named as defendants in securities class action suits in the Federal Court in New York brought by holders of Vale's American Depositary Receipts under U.S. federal securities laws. The lawsuits allege that Vale S.A. made false and misleading statements or omitted to make disclosures concerning the risks and dangers of the operations of Samarco's Fundão dam and the adequacy of related programs and procedures. The plaintiffs have not specified an amount of alleged damages in these actions. Vale S.A. intends to vigorously and fully defend itself against the allegations. The litigation is at an early stage. On March 7, 2016, the judge overseeing the securities class actions issued an order consolidating these actions and designating lead plaintiffs and counsel. On April 29, 2016, lead plaintiffs filed a Consolidated Amended Complaint that will serve as the operative complaint in the litigation. In July 2016, Vale S.A. and the individual defendants filed a motion to dismiss the Amended Complaint. In August 2016, the plaintiffs submitted their opposition to the motion to dismiss, to which the defendants replied in September 2016. The decision on the motion to dismiss remains pending.

(iv) Criminal lawsuit

          On October 20, 2016, the MPF brought a criminal lawsuit in the Brazilian Federal Justice Court against Vale S.A., BHPB, Samarco, VogBr Recursos Hídricos e Geotecnia Ltda. and 22 individuals for alleged crimes against the environment, urban planning and cultural heritage, flooding, landslide, as well as for alleged crimes against the victims of the Fundão dam failure.

          On November 16, 2016, the judge received the Federal Prosecutors Office criminal lawsuit and determined the summons of all defendants, granting 30 days each to file their defenses, to count from the day they receive the summon. Vale has already been served and its deadline to present its defense is March 3, 2017.

(v) Other lawsuits

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

          These lawsuits and petitions are at early stages, so it is not possible to determine a range of outcomes or reliable estimates of the potential exposure at this time. No contingent liability has been quantified and no provision was recognized for lawsuits related to Samarco´s dam failure.

Critical accounting estimates and judgments

          The provision requires the use of assumptions that may be mainly affected by: (i) changes in scope of work required under the Framework Agreement as result of further technical analysis, (ii) resolution of uncertainty in respect of the resume the Samarco´s operation; (iii) updates in the discount rate; and (iv) resolution of existing and potential legal claims. As a result, future expenditures may differ from the amounts currently provided and changes to key assumptions could result in a material impact to the amount of the provision in future reporting periods.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

22.    Risk management

          Vale considers that an effective risk management is key to support the achievement of the company objectives and to ensure the financial strength and flexibility of the company and the business continuity.

          Therefore, Vale has developed its risk management strategy in order to provide an integrated approach of the risks the company is exposed to, considering not only the risks generated by variables traded in financial markets (market risk) and those arising from liquidity risk, but also the risk from counterparties obligations (credit risk) and those relating to inadequate or failed internal processes, people, systems or external events (operational risk), among others.

a) Risk management policy

          The Board of Directors established a corporate risk management policy defining principles and guidelines applicable to this process in the company and the corresponding governance structure.

          This policy determines that corporate risks should be measured and monitored, regularly, in an integrated manner, in order to ensure that the company overall risk level remains aligned with its strategic guidelines.

          The Executive Risk Management Committee, created by the Board of Directors, is responsible for supporting the Executive Board in the risk management decisions, issuing opinions and recommendations. It is also responsible for the supervision and revision of the principles and instruments of corporate risk management.

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

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

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

b) Liquidity risk management

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

          See note 20 "Loans, borrowing and cash and cash equivalents" for details on the Group's liquidity risk.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

22.    Risk management (Continued)

c) Credit risk management

          Vale's exposure to credit risk arises from trade receivables, derivative transactions, guarantees, down payment for suppliers and cash investments. Our credit risk management process provides a framework for assessing and managing counterparties' credit risk and for maintaining our risk at an acceptable level.

(i) Commercial credit risk management

          See note 10 "Accounts receivables" for details on commercial credit risk.

(ii) Treasury credit risk management

          To manage the credit exposure arising from cash investments and derivative instruments, credit limits are approved to each counterparty with whom we have credit exposure.

          Furthermore, we control the portfolio diversification and monitor different indicators of solvency and liquidity of the different counterparties that were approved for trading.

d) Market risk management

          Vale is exposed to the behavior of several market risk factors that can impact its cash flow. The assessment of this potential impact arising from the volatility of risk factors and their correlations is performed periodically to support the decision making process regarding the risk management strategy, that may incorporate financial instruments, including derivatives.

          The portfolio of these financial instruments is monitored on a monthly basis, enabling financial results surveillance and its impact on cash flow.

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

e) Foreign exchange and interest rate risk

          The company's cash flow is subjected to volatility of several currencies, as its product are predominantly priced in US dollar, while most of the costs, disbursements and investments are denominated in other currencies, mainly Brazilian real and Canadian dollar.

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

22.    Risk management (Continued)

          Vale implements hedge transactions to protect its cash flow against the market risks that arises from its debt obligations—mainly currency volatility. The hedges cover most of the debts in Brazilian reais and euros. We use swap and forward transactions to convert debt linked to Brazilian real and Euros into US dollar, with volumes, flows and settlement dates similar to those of the debt instruments—or sometimes lower, subject to market liquidity conditions.

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

          Vale has also exposure to interest rates risks over loans and financings. The US Dollar floating rate debt in the portfolio consists mainly of loans including export pre-payments, commercial banks and multilateral organizations loans. In general, such debt instruments are indexed to the LIBOR (London Interbank Offer Rate) in US dollar. We take advantage of the potential correlation between commodity prices and U.S. dollar floating interest rates as a partial natural hedge for our cash flow.

f) Risk of product and input prices

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

g) Operational risk management

          The operational risk management is the structured approach that Vale uses to manage uncertainty related to possible inadequate or failure in internal processes, people, systems and external events, in accordance with the principles and guidelines of ISO 31000.

          The main operational risks are periodically monitored, ensuring the effectiveness of preventive and mitigating key controls in place and the execution of the risk treatment strategy (implementation of new or improved controls, changes in the risk environment, risk sharing by contracting insurance, provisioning of resources, etc.).

          Therefore, the Company seeks to have a clear view of its major risks, the best cost-benefit mitigation plans and the effectiveness of the controls in place, monitoring the potential impact of operational risk and allocating capital efficiently.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

22.    Risk management (Continued)

h) Capital management

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

i) Insurance

          Vale contracts several types of insurance policies, such as operational risk policy, engineering risks insurance (projects), civil responsibility, life insurance policy for their employees, among others. The coverage of these policies is similar to the ones used in general by the mining industry and is issued in line with the objectives defined by the Company, with the corporate risk management policy and the limitation imposed by the insurance and reinsurance global market. In general, the company's assets directly related with its operations are included in the coverage of insurance policies.

          Insurance management is performed with the support of existing insurance committees in the various operational areas of the Company. Among the management instruments, Vale uses captive reinsurance to balance the price on reinsurance contracts with the market, as well as, enable direct access to key international markets of insurance and reinsurance.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

23.    Financial instruments classification

          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:

 
December 31, 2016 December 31, 2015
Financial assets
Loans and
receivables or
amortized cost
At fair value
through net
income
Total Loans and
receivables or
amortized cost
At fair value
through net
income
Derivatives
designated
as hedge
accounting
Total

Current

             

Cash and cash equivalents

4,262 4,262 3,591 3,591

Financial investments

18 18 28 28

Derivative financial instruments

274 274 121 121

Accounts receivable

3,663 3,663 1,476 1,476

Related parties

71 71 70 70

8,014 274 8,288 5,165 121 5,286

Non-current

             

Derivative financial instruments

446 446 93 93

Loans

180 180 188 188

Related parties

2 2 1 1

182 446 628 189 93 282

Total of financial assets

8,196 720 8,916 5,354 214 5,568

Financial liabilities

             

Current

             

Suppliers and contractors

3,630 3,630 3,365 3,365

Derivative financial instruments

414 414 2,023 53 2,076

Loans and borrowings

1,660 1,660 2,506 2,506

Related parties

672 672 475 475

5,962 414 6,376 6,346 2,023 53 8,422

Non-current

             

Derivative financial instruments

1,225 1,225 1,570 1,570

Loans and borrowings

27,662 27,662 26,347 26,347

Related parties

127 127 213 213

Participative stockholders' debentures

775 775 342 342

27,789 2,000 29,789 26,560 1,912 28,472

Total of financial liabilities

33,751 2,414 36,165 32,906 3,935 53 36,894

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

23.    Financial instruments classification (Continued)

          The classification of financial assets and liabilities by currencies are as follows:

 
December 31, 2016
Financial assets
R$ US$ CAD AUD EUR Others
currencies
Total

Current

             

Cash and cash equivalents

961 2,899 45 25 56 276 4,262

Financial investments

1 17 18

Derivative financial instruments

104 170 274

Accounts receivable

337 3,310 1 15 3,663

Related parties

71 71

1,474 6,396 45 25 57 291 8,288

Non-current

             

Derivative financial instruments

400 46 446

Loans

35 96 49 180

Related parties

2 2

437 142 49 628

Total of assets

1,911 6,538 94 25 57 291 8,916

Financial liabilities

             

Current

             

Suppliers and contractors

1,897 948 612 7 96 70 3,630

Derivative financial instruments

317 97 414

Loans and borrowings

752 827 17 64 1,660

Related parties

319 353 672

3,285 2,225 629 7 160 70 6,376

Non-current

             

Derivative financial instruments

1,052 173 1,225

Loans and borrowings

5,869 19,790 209 1,794 27,662

Related parties

127 127

Participative stockholders' debentures

775 775

7,823 19,963 209 1,794 29,789

Total of liabilities

11,108 22,188 838 7 1,954 70 36,165

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

23.    Financial instruments classification (Continued)


 
December 31, 2015
Financial assets
R$ US$ CAD AUD EUR Others
currencies
Total

Current

             

Cash and cash equivalents

816 2,528 12 54 11 170 3,591

Financial investments

28 28

Derivative financial instruments

50 71 121

Accounts receivable

251 1,084 125 10 4 2 1,476

Related parties

70 70

1,187 3,711 137 64 15 172 5,286

Non-current

             

Derivative financial instruments

75 18 93

Loans

27 103 58 188

Related parties

1 1

103 121 58 282

Total of assets

1,290 3,832 195 64 15 172 5,568

Financial liabilities

             

Current

             

Suppliers and contractors

1,499 1,389 335 9 115 18 3,365

Derivative financial instruments

911 1,165 2,076

Loans and borrowings

434 1,992 15 65 2,506

Related parties

475 475

3,319 4,546 350 9 180 18 8,422

Non-current

             

Derivative financial instruments

1,356 214 1,570

Loans and borrowings

5,107 19,439 165 3 1,633 26,347

Related parties

73 140 213

Participative stockholders' debentures

342 342

6,878 19,793 165 3 1,633 28,472

Total of liabilities

10,197 24,339 515 12 1,813 18 36,894

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

24.    Fair value estimate

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

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

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

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

a)
Assets and liabilities measured and recognized at fair value:
 
December 31, 2016 December 31, 2015
 
Level 2 Level 3 Total Level 2 Level 3 Total

Financial assets

           

Derivative financial instruments

405 315 720 214 214

Total

405 315 720 214 214

Financial liabilities

           

Derivative financial instruments

1,008 449 1,639 3,505 141 3,646

Participative stockholders' debentures

775 775 342 342

Total

1,783 449 2,414 3,847 141 3,988

Methods and techniques of evaluation

i) Derivative financial instruments

          Financial instruments are evaluated by calculating their present value through yield curves at the closing dates. The curves and prices used in the calculation for each group of instruments are detailed in the "market curves".

          The pricing method used for European options is the Black & Scholes model. In this model, the fair value of the derivative is a function of the volatility in the price of the underlying asset, the exercise price of the option, the interest rate and period to maturity. In the case of options which income is a function of the average price of the underlying asset over the period of the option, the Company uses Turnbull & Wakeman model. In this model, in addition to the factors that influence the option price in the Black-Scholes model, the formation period of the average price is also considered.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

24.    Fair value estimate (Continued)

          In the case of swaps, both the present value of the assets and liability are estimated by discounting the cash flow by the interest rate of the currency in which the swap is denominated. The difference between the present value of the assets and the liabilities generates its fair value.

          For to the Long Term Interest Rate ("TJLP") swaps, the calculation of the fair value assumes that TJLP is constant, and the projections of future cash flow in Brazilian Reais are made on the basis of the last TJLP disclosed.

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

          The fair value for derivatives classified in level 3 are measured using discounted cash flows and option model valuation techniques with main unobservable inputs discount rates, stock prices and commodities prices.

ii)
Participative stockholders' debentures–Consist of the debentures issued during the privatization process (note 32(b)), which fair values are measured based on the market approach. Reference prices are available on the secondary market.

Critical accounting estimates and judgments

          The fair values of financial instruments that are not traded in active markets are determined using valuation techniques. Vale uses its own judgment to choose between the various methods. Assumptions are based on the market conditions, at the end of the year.

          An analysis of the impact if actual results are different from management's estimates is present on note 33 (sensibility analysis).

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

          The fair value estimate for level 1 is based on market approach considering the secondary market contracts. For loans allocated to level 2, the income approach is adopted and the fair value for both fixed-indexed rate debt and floating rate debt is determined on a discounted cash flows basis using LIBOR future values and Vale's bonds curve.

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

Financial liabilities
Balance Fair value Level 1 Level 2

December 31, 2016

       

Debt principal

28,691 27,375 13,874 13,501

December 31, 2015

       

Debt principal

28,229 26,233 12,297 13,936

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

25.    Derivative financial instruments

a) Derivatives effects on statement of financial position

 
Assets
 
December 31, 2016 December 31, 2015
 
Current Non-current Current Non-current

Derivatives not designated as hedge accounting

       

Foreign exchange and interest rate risk

       

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

132 1 69

IPCA swap

7 61 2 16

Pré-dolar swap

1 23

140 85 71 16

Commodities price risk

       

Nickel

4 2 50 11

Bunker oil

130

134 2 50 11

Others

359 66

359 66

Total

274 446 121 93

 

 
Liabilities
 
December 31, 2016 December 31, 2015
 
Current Non-current Current Non-current

Derivatives not designated as hedge accounting

       

Foreign exchange and interest rate risk

       

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

293 638 799 1,131

IPCA swap

20 57 21 101

Eurobonds swap

7 45 146 29

Euro Forward

46

Pre dollar swap

5 32 93 72

371 772 1,059 1,333

Commodities price risk

       

Nickel

5 2 40 10

Bunker oil

38 924

43 2 964 10

Others

451 227

451 227

Derivatives designated as cash flow hedge accounting

       

Bunker oil

50

Foreign exchange

3

53

Total

414 1,225 2,076 1,570

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

25.    Derivative financial instruments (Continued)

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

 
Year ended December 31
 
Gain (loss) recognized in the income statement Financial settlement inflows(outflows) Gain(loss) recognized in other comprehensive income
 
2016 2015 2014 2016 2015 2014 2016 2015 2014

Derivatives not designated as hedge accounting

                 

Foreign exchange and interest rate risk

                 

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

869 (1,172 ) (437 ) (513 ) (330 ) 4

IPCA swap

78 (61 ) (58 ) (25 ) 7

Eurobonds swap

(19 ) (130 ) (160 ) (142 ) (13 ) 10

Euro forward

(46 )

Pre dollar swap

77 (139 ) (28 ) (90 ) (42 ) 7

959 (1,502 ) (683 ) (770 ) (378 ) 21

Commodities price risk

                 

Nickel

(42 ) (49 ) 9 (30 ) (62 ) 12

Bunker oil

268 (742 ) (533 ) (799 ) (270 ) (90 )

226 (791 ) (524 ) (829 ) (332 ) (78 )

Others

74 (142 ) (5 )

Derivatives designated as cash flow hedge accounting

                 

Bunker oil

(439 ) (81 ) (450 ) (81 ) 435 (423 )

Foreign exchange

(3 ) (42 ) (41 ) (3 ) (42 ) (41 ) 2 17 8

(3 ) (481 ) (122 ) (3 ) (492 ) (122 ) 2 452 (415 )

Total

1,256 (2,916 ) (1,334 ) (1,602 ) (1,202 ) (179 ) 2 452 (415 )

          During 2015, the Company implemented bunker oil purchase cash flows protection program and recognized as cost of goods sold and services rendered and financial expense the amounts of US$439 and US$2,477, respectively. In 2016, all derivatives impacts were charged to financial results.

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

 
Last maturity dates

Currencies and interest rates

July 2023

Bunker oil

December 2017

Nickel

December 2018

Others

December 2027

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

25.    Derivative financial instruments (Continued)

Accounting policy

          Derivatives transactions which are not qualified as hedge accounting are presented as economic hedge, as the Company uses derivative instruments to manage its financial risks as a way of hedging against these risks. Derivative financial instruments are recognized as assets or liabilities in the balance sheet and are measured at their fair values. Changes in the fair values of derivatives are recorded in income statement or in stockholders' equity when the transaction is eligible to be characterized as effective hedge accounting.

          On the beginning of the hedge accounting operations, the Company documents the relationship between hedging instruments and hedged items with the objective of risk management and strategy for carrying out hedging operations. The Company also documents, both initially and on a continuously basis, that its assessment of whether the derivatives used in hedging transactions are highly effective.

          The effective components of changes in the fair values of derivative financial instruments designated as cash flow hedges are recorded as unrealized fair value gain or losses and recognized in stockholders' equity; and their non-effective components recorded in income statement. The amounts recorded in the statement of comprehensive income, will only be transferred to income statement (costs, operating expenses or financial expenses) when the hedged item is actually realized.

Additional information about derivatives financial instruments

In millions of United States dollars, except as otherwise stated

          The risk of the derivatives portfolio is measured using the delta-Normal parametric approach, and considers that the future distribution of the risk factors and its correlations tends to present the same statistic properties verified in the historical data. The value at risk estimate considers a 95% confidence level for a one-business day time horizon.

          There was no cash amount deposited as margin call regarding derivative positions on December 31, 2016. The derivative positions described in this document did not have initial costs associated.

          The following tables detail the derivatives positions for Vale and its controlled companies as of December 31, 2016, with the following information: notional amount, fair value including credit risk, gains or losses in the period, value at risk and the fair value breakdown by year of maturity.

a) Foreign exchange and interest rates derivative positions

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

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

25.    Derivative financial instruments (Continued)

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

 
 
 
 
 
 
 
Financial
Settlement
Inflows
(Outflows)
 
 
 
 
 
Notional  
 
Fair value Value at Risk  
 
 
 
 
 
Fair value by year
 
December 31,
2016
December 31,
2015
 
 
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
Index Average rate 2017 2018 2019+

CDI vs. US$ fixed
rate swap

        (121 ) (783 ) (314 ) 39 48 (170 )

Receivable

R$ 6.289 R$ 5.239 CDI 106,78 %              

Payable

US$ 2.105 US$ 2.288 Fix 3,78 %              

TJLP vs. US$ fixed
rate swap

        (622 ) (1.015 ) (197 ) 62 (207 ) (102 ) (313 )

Receivable

R$ 4.360 R$ 5.484 TJLP + 1,32 %              

Payable

US$ 2.030 US$ 2.611 Fix 1,69 %              

TJLP vs. US$
floating rate swap

        (55 ) (63 ) (2 ) 5 (3 ) (5 ) (47 )

Receivable

R$ 242 R$ 267 TJLP + 0,86 %              

Payable

US$ 140 US$ 156 Libor + –1,23 %              

R$ fixed rate vs.
US$ fixed rate swap

        (13 ) (165 ) (90 ) 23 (4 ) 13 (22 )

Receivable

R$ 1.031 R$ 1.356 Fix 7,69 %              

Payable

US$ 343 US$ 528 Fix –0,73 %              

IPCA vs. US$
fixed rate swap

        (51 ) (105 ) 1 11 7 5,7 (64 )

Receivable

R$ 1.000 R$ 1.000 IPCA + 6,55 %              

Payable

US$ 434 US$ 434 Fix 3,98 %              

IPCA vs. CDI
swap

        42 2 (26 ) 0,4 (20 ) (8 ) 70

Receivable

R$ 1.350 R$ 1.350 IPCA + 6,62 %              

Payable

R$ 1.350 R$ 1.350 CDI 98,58 %              

(ii) Protection program for EUR denominated debt instruments

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

25.    Derivative financial instruments (Continued)

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

 
 
 
 
 
 
 
Financial
Settlement
Inflows
(Outflows)
 
 
 
 
 
Notional  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
 
 
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
Index Average rate 2017 2018 2019+

EUR fixed rate vs. US$ fixed rate swap

        (52) (175) (142) 10 (7) (6) (39)

Receivable

€500 €1.000 Fix 3,75%              

Payable

US$613 US$1.302 Fix 4,29%              

 

 
 
 
 
 
 
 
Financial
Settlement
Inflows
(Outflows)
 
 
 
Notional  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought/
Sold
Average rate
(USD/EUR)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2017

Forwards

€500 B 1,143 (46) 5,8 (46)

(iii) Foreign exchange hedging program for disbursements in CAD

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

          The forward transactions were negotiated over-the-counter and the protected item is part of the CAD denominated disbursements. The financial settlement inflows/outflows are offset by the protected items' losses/gains due to CAD/US$ exchange rate. This program is classified under the hedge accounting requirements, and it was settled in the first quarter of 2016.

 
 
 
 
 
 
 
Financial
Settlement
Inflows
(Outflows)
 
 
 
Notional  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought/
Sold
Average rate
(CAD/USD)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2017

Forwards

CAD 10 B 1,028 (3) (3)

b) Commodities derivative positions

(i) Bunker Oil purchase cash flows protection program

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

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

25.    Derivative financial instruments (Continued)

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

 
 
 
 
 
 
 
Financial
Settlement
Inflows
(Outflows)
 
 
 
Notional (ton)  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought/
Sold
Average rate
(CAD/USD)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2017

Bunker Oil protection

                 

Forwards

0 1.867.500 B 0 (577) (536)

Call options

2.856.000 2.041.500 B 324 130 0 28 130

Put options

2.856.000 2.041.500 S 213 (14) (297) (185) 3 (14)

Total

        116 (873)     116

          As at December 31, 2016 and 2015, excludes US$24 and US$101, respectively, of transactions in which the financial settlement occurs subsequently of the closing month.

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

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

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

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

 
 
 
 
 
 
 
Financial
Settlement
Inflows
(Outflows)
 
 
 
 
Notional (ton)  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought/
Sold
Average strike
(US$/ton)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2017 2018

Fixed price sales protection

               

Nickel forwards

11.615 16.917 B 10.156 (1) (46) (30) 4 (3) 3

Raw material purchase protection

               

Nickel forwards

134 118 S 10.823 0,11 0,10 (0,18) 0,04 0,11

Copper forwards

441 385 S 5.207 (0,14) 0,09 0,04 0,06 (0,14)

Total

        (0,03) 0,19     (0,03)

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

25.    Derivative financial instruments (Continued)

c) Silver Wheaton Corp. warrants

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

 
 
 
 
 
 
 
Financial
Settlement
Inflows
(Outflows)
 
 
 
Notional (quantity)  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought/
Sold
Average strike
(US$/share)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2023

Call options

10.000.000 10.000.000 B 44 44 7 5 44

d) Call options from debentures

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

 
 
 
 
 
 
 
Financial
Settlement
Inflows
(Outflows)
 
 
 
Notional (quantity)  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought/
Sold
Average strike
(R$/share)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2027

Call options

140.239 140.239 S 8.419 (72) (39) 5 (72)

(e) Options related to Minerações Brasileiras Reunidas S.A. ("MBR") shares

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

 
 
 
 
 
 
 
Financial settlement
Inflows (Outflows)
 
 
 
Notional (quantity, in millions)  
 
Fair value Value at Risk Fair value
by year
 
December 3,
2016
December 31,
2015
Bought /
Sold
Average strike
(R$/share)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2017+

Options

2.139 2.139 B/S 1,8 120 15 11 120

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

25.    Derivative financial instruments (Continued)

f) Embedded derivatives in contracts

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

 
 
 
 
 
 
 
Financial settlement
Inflows (Outflows)
 
 
 
Notional (ton)  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought /
Sold
Average strike
(US$/ton)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2017

Nickel forwards

5.626 3.877 S 10.950 0,3 3,0     0,3

Copper forwards

3.684 5.939 S 5.249 1,5 2,0     1,5

Total

        1,9 5,0 2,5 1,9

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

 
 
 
 
 
 
 
Financial settlement
Inflows (Outflows)
 
 
 
 
Notional (volume/month)  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought /
Sold
Average strike
(US$/ton)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2017 2018+

Call options

746.667 746.667 S 179 (2,0) 1,3 (0,0) (2,0)

          In August 2014 the Company sold part of its stake in VLI to an investment fund managed by Brookfield Asset Management ("Brookfield"). The sales contract includes a clause that establishes, under certain conditions, a minimum return guarantee on Brookfield's investment. This clause is considered an embedded derivative, with payoff equivalent to that of a put option and estimated pricing based on our own model and assumptions.

 
 
 
 
 
 
 
Financial settlement
Inflows (Outflows)
 
 
 
Notional (quantity)  
 
Fair value Value at Risk Fair value
by year
 
December 31,
2016
December 31,
2015
Bought /
Sold
Average strike
(R$/share)
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2016
Flow
2027

Put option

1.105.070.863 1.105.070.863 S 3,07 (182) (141) 14 (182)

          For sensitivity analysis of derivative financial instruments, Financial counterparties' ratings and market curves please see note 33.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

26.    Provisions

 
Current liabilities Non-current liabilities
 
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2015

Payroll and related charges (i)

725 375

Onerous contracts (note 19)

101 473 306

Environment Restoration

10 8 111 46

Asset retirement obligations (note 27)

47 89 2,472 2,385

Provisions for litigation (note 28)

839 822

Employee postretirement obligations (note 29)

69 68 1,853 1,750

Provisions

952 540 5,748 5,309

(i)
Includes profit sharing provision US$331 and US$42 for the year ended December 31, 2016 and 2015, respectively.

27.    Asset retirement obligations

          Refers to the costs for the closure of the mines and deactivation of the related mining assets. Changes in the provision of asset retirement obligations and long-term interest rates (per annum, used to discount these obligations to present value and to update the provisions) are as follows:

 
December 31,
2016
December 31,
2015

Balance at beginning of the year

2,474 3,369

Interest expense

115 109

Settlements

(77) (88)

Revisions on cash flows estimates

230 (135)

Translation adjustment

134 (781)

Effect of discontinued operations

   

Transfer to net assets held for sale

(357)

Balance at end of the year

2,519 2,474

Current

47 89

Non-current

2,472 2,385

2,519 2,474

Long-term interest rates (per annum)

   

Brazil

5.73% 7.28%

Canada

0.55% 0.59%

Other regions

1.07% - 8.02% 1.12% - 5.91%

Accounting policy

          The provision refers to costs related to mine closure and reclamation, with the completion of mining activities and decommissioning of assets related to mine. When the provision is recognized, the corresponding cost is capitalized as part of property plant and equipment and is depreciated on the same basis over the related asset and recorded in the income statement.

          The long-term liability is subsequently measured using a long-term risk free discount rate applicable to the liability and recorded in the income statement as financial expenses until the Company makes payments related to mine closure and decommissioning of assets mining.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

27.    Asset retirement obligations (Continued)

          The accrued amounts of these obligations are not deducted from the potential costs covered by insurance or indemnities.

Critical accounting estimates and judgments

          The Company applies judgment and assumptions when measuring its asset retirement obligation. The Company recognizes an obligation under the fair value for asset retirement obligations in the period in which they occur. The Company considers the accounting estimates related to closure costs of a mine as a critical accounting policy because they involve significant values for the provision and are estimated using several assumptions, such as interest rate, cost of closure useful life of the asset considering the current state of closure and the projected date of depletion of each mine. The estimates are reviewed annually.

28.    Litigation

a)
Provision for litigation

          Vale is party to labor, civil, tax and other ongoing lawsuits, at administrative and court levels. Provisions for losses resulting from lawsuits are estimated and updated by the Company, based on analysis from the Company's legal consultants.

          Changes in provision for litigation are as follows:

 
Tax litigation Civil litigation Labor litigation Environmental
litigation
Total of litigation
provision

Balance at December 31, 2014

366 118 706 92 1,282

Additions

178 55 159 392

Reversals

(199) (41) (137) (4) (381)

Payments

(50) (40) (65) (59) (214)

Indexation and interest

52 13 7 3 75

Translation adjustment

(79) (38) (223) (12) (352)

Additions and reversals of discontinued operations

1 12 7 20

Balance at December 31, 2015

269 79 454 20 822

Additions

23 96 243 2 364

Reversals

(37) (63) (122) (5) (227)

Payments

(53) (59) (103) (5) (220)

Indexation and interest

9 16 9 (3) 31

Translation adjustment

20 21 89 5 135

Effect of discontinued operations

         

Net movements of year

(1) 8 (1) 6

Transfers to net assets held for sale

(17) (5) (44) (6) (72)

Balance at December 31, 2016

214 84 534 7 839

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

28.    Litigation (Continued)

          i. Provisions for labor litigation—Consist of lawsuits filed by employees and service suppliers, related to employment relationships mainly in Brazil. The most recurring claims are related to payment of overtime, hours in itinerary, and health and safety. Also the social security in Brazil ("INSS") contingencies are related to legal and administrative disputes between INSS and Vale due to applicability of compulsory social security charges.

b) Contingent liabilities

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

 
December 31,
2016
December 31,
2015

Tax litigation

7,636 5,326

Civil litigation

1,502 1,335

Labor litigation

2,418 1,866

Environmental litigation

1,871 1,381

Total

13,427 9,908

          i—Tax litigation—Our most significant tax-related contingent liabilities result from disputes related to (i) the deductibility of our payments of social security contributions on the net income (CSLL) from our taxable income, (ii) challenges of certain tax credits we deducted from our PIS and COFINS payments, (iii) assessments of CFEM (royalties), and (iv) charges of value-added tax on services and circulation of goods (ICMS), especially relating to certain tax credits we claimed from the sale and transmission of energy, ICMS charges to anticipate the payment in the entrance of goods to Pará State, ICMS charges on our own transportation costs and challenges to other tax credits we claimed. The changes reported in the period resulted, mainly, from new proceedings related to PIS, COFINS, ICMS, CFEM; interest and inflation adjustments in the amounts in dispute.

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

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

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

28.    Litigation (Continued)

c) Judicial deposits

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

 
December 31,
2016
December 31,
2015

Tax litigation

193 211

Civil litigation

62 102

Labor litigation

691 553

Environmental litigation

16 16

Total

962 882

d) Others

          For contingencies related to Samarco Mineração S.A., see note 21.

Accounting policy

          A provision is recognized when the obligation is considered probable and can be measured. The accounting counterpart for the obligation is an expense in income statement. This obligation is updated according to the evolution of the judicial process or interest incurred and can be reversed if the estimate of loss is not considered probable or settled when the obligation is paid.

Critical accounting estimates and judgments

          By their nature, litigations will be resolved when one or more future event occurs or fails to occur. Typically, the occurrence or not of such events is outside the Company's control. Legal uncertainties involve the exercise of significant estimates and judgments by management regarding the results of future events.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits

a) Employee postretirements obligations

          In Brazil, the management of the pension plans is responsibility of Fundação Vale do Rio Doce de Seguridade Social ("Valia") a nonprofit entity with administrative and financial autonomy. The Brazilian plans are as follows:

          Benefit plan Vale Mais ("Vale Mais") and benefit plan Valiaprev ("Valiaprev")—Certain of the Company's employees are participants of plans Vale Mais and Valiaprev with components of defined benefit (specific coverage for death, pensions and disability allowances) and components of defined contributions (for programmable benefits). The defined benefits plan is subject to actuarial evaluations. The defined contribution plan represents a fixed amount held on behalf of the participants. Both Vale Mais and Valiaprev were overfunded as at December 31, 2016 and 2015.

          Defined benefit plan ("Plano BD")—The Plano BD has been closed to new entrants since the year 2000, when the Vale Mais plan was implemented. It is a plan that has defined benefit characteristics, covering almost exclusively retirees and their beneficiaries. It was overfunded as of December 31, 2016 and 2015 and the contributions made by the Company are not relevant.

          Abono complementação benefit plan—The Company sponsors a specific group of former employees entitled to receive additional benefits from Valia normal payments plus post-retirement benefit that covers medical, dental and pharmaceutical assistance. The contributions made by the Company finished in 2014. The abono complementação benefit was overfunded as at December 31, 2016 and 2015.

          Other benefits—The Company sponsors medical plans for employees that meet specific criteria and for employees who use the abono complementação benefit. Although those benefits are not specific retirement plans, actuarial calculations are used to calculate future commitments. As those benefits are related to health care plans they have the nature of underfunded benefits, and are presented as underfunded plans as at December 31, 2016 and 2015.

          The Foreign plans are managed in accordance with their region. They are divided between plans in Canada, United States of America, United Kingdom, Indonesia, New Caledonia, Japan and Taiwan. Pension plans in Canada are composed of a defined benefit and defined contribution component. Currently the defined benefit plans do not allow new entrants. The foreign defined benefit plans are underfunded as at December 31, 2016 and 2015.

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

i. Change in benefit obligation

 
Overfunded
pension plans
Underfunded
pension plans
Other benefits

Benefit obligation as at December 31, 2014

3,728 4,521 1,498

Service costs

20 94 28

Interest costs

359 178 66

Benefits paid

(244 ) (258 ) (65 )

Participant contributions

1

Transfers

8 (8 )

Effect of changes in the actuarial assumptions

(184 ) (70 ) (31 )

Translation adjustment

(1,214 ) (768 ) (273 )

Benefit obligation as at December 31, 2015

2,474 3,689 1,223

Service costs

10 76 (16 )

Interest costs

362 175 66

Benefits paid

(281 ) (259 ) (61 )

Participant contributions

1

Effect of changes in the actuarial assumptions

271 117 75

Transfer to held for sale

(9 ) (59 )

Translation adjustment

515 124 68

Others

123

Benefit obligation as at December 31, 2016

3,343 4,045 1,296

ii. Evolution of assets fair value

 
Overfunded
pension plans
Underfunded
pension plans
Other benefits

Fair value of plan assets as at December 31, 2014

5,029 3,716

Interest income

491 151

Employer contributions

63 132 65

Participant contributions

1

Benefits paid

(244 ) (258 ) (65 )

Return on plan assets (excluding interest income)

(284 ) (8 )

Transfers

5 (5 )

Translation adjustment

(1,626 ) (634 )

Fair value of plan assets as at December 31, 2015

3,435 3,094

Interest income

512 151

Employer contributions

42 99 61

Participant contributions

1

Benefits paid

(281 ) (259 ) (61 )

Return on plan assets (excluding interest income)

281 71

Transfer to held for sale

(13 )

Translation adjustment

717 105

Others

158

Fair value of plan assets as at December 31, 2016

4,694 3,419

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GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

iii. Reconciliation of assets and liabilities recognized in the statement of financial position

 
Plans in Brazil
 
December 31, 2016 December 31, 2015
 
Overfunded
pension plans
Underfunded
pension plans
Other benefits Overfunded
pension plans
Underfunded pension plans Other benefits

Balance at beginning of the year

961 1,301

Interest income

156 130

Changes on asset ceiling and onerous liability

35 (54 )

Translation adjustment

201 (416 )

Transfer to held for sale

(2 )

Balance at end of the year

1,351 961

Amount recognized in the statement of financial position

           

Present value of actuarial liabilities

(3,343 ) (386 ) (227 ) (2,474 ) (248 ) (160 )

Fair value of assets

4,694 257 3,435 214

Effect of the asset ceiling

(1,351 ) (961 )

Liabilities at end of the year

(129 ) (227 ) (34 ) (160 )

Current liabilities

(18 ) (19 )

Non-current liabilities

(129 ) (209 ) (34 ) (141 )

Liabilities at end of the year

(129 ) (227 ) (34 ) (160 )

 

 
Foreign plan
 
December 31, 2016 December 31, 2015
 
Overfunded
pension plans
Underfunded
pension plans
Other benefits Overfunded
pension plans
Underfunded
pension plans
Other benefits

Amount recognized in the statement of financial position

           

Present value of actuarial liabilities

(3,659 ) (1,069 ) (3,441 ) (1,063 )

Fair value of assets

3,162 2,880

Liabilities at end of the year

(497 ) (1,069 ) (561 ) (1,063 )

Current liabilities

(16 ) (35 ) (17 ) (32 )

Non-current liabilities

(481 ) (1,034 ) (544 ) (1,031 )

Liabilities at end of the year

(497 ) (1,069 ) (561 ) (1,063 )

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

 
Total
 
December 31, 2016 December 31, 2015
 
Overfunded
pension plans
Underfunded
pension plans
Other benefits Overfunded
pension plans
Underfunded
pension plans
Other benefits

Balance at beginning of the year

961 1,301

Interest income

156 130

Changes in asset ceiling/ onerous liability

35 (54 )

Translation adjustment

201 (416 )

Transfer to held for sale

(2 )

Balance at end of the year

1,351 961

Amount recognized in the statement of financial position

           

Present value of actuarial liabilities

(3,343 ) (4,045 ) (1,296 ) (2,474 ) (3,689 ) (1,223 )

Fair value of assets

4,694 3,419 3,435 3,094

Effect of the asset ceiling

(1,351 ) (961 )

Liabilities at end of the year

(626 ) (1,296 ) (595 ) (1,223 )

Current liabilities

(16 ) (53 ) (17 ) (51 )

Non-current liabilities

(610 ) (1,243 ) (578 ) (1,172 )

Liabilities at end of the year

(626 ) (1,296 ) (595 ) (1,223 )

iv. Costs recognized in the income statement

 
Year ended December 31
 
2016 2015
 
Overfunded
pension plans
Underfunded
pension plans
Other benefits Overfunded
pension plans
Underfunded
pension plans
Other benefits

Service cost

10 76 (16 ) 20 94 28

Interest on expense on liabilities

362 175 66 359 178 66

Interest income on plan assets

(512 ) (151 ) (491 ) (151 )

Interest expense on effect of (asset ceiling)/ onerous liability

156 132

Total of cost, net

16 100 50 20 121 94

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

v. Costs recognized in the statement of comprehensive income

 
Year ended December 31
 
2016 2015
 
Overfunded
pension plans
Underfunded
pension plans
Other benefits Overfunded
pension plans
Underfunded
pension plans
Other benefits

Balance at beginning of the year

(113 ) (495 ) (95 ) (143 ) (570 ) (132 )

Effect of changes actuarial assumptions

(271 ) (117 ) (75 ) 184 70 31

Return on plan assets (excluding interest income)

281 71 (284 ) (8 )

Change of asset ceiling / costly liabilities (excluding interest income)

(36 ) 70

Others

35 2 1

(26 ) (11 ) (75 ) (30 ) 64 32

Deferred income tax

9 16 17 10 2 (9 )

Others comprehensive income

(17 ) 5 (58 ) (20 ) 66 23

Translation adjustments

(23 ) (6 ) (7 ) 49 10 14

Transfers/ disposal

1 (1 )

Accumulated other comprehensive income

(153 ) (496 ) (160 ) (113 ) (495 ) (95 )

vi. Risks related to plans

          The Administrators of the plans have committed to strategic planning to strengthen internal controls and risk management. This commitment is archived by conducting audits including of internal controls, which aim to mitigate operational market and credit risks. Risks are presented as follow:

          Legal—lawsuits: issuing periodic reports to internal audit and directors contemplating the analysis of lawyers about the possibility of loss (remote, probable or possible), aiming to support the administrative decision regarding provisions. Analysis and ongoing monitoring of developments in the legal scenario and its dissemination within the institution in order to subsidize the administrative plans, considering the impact of regulatory changes.

          Actuarial—the annual actuarial valuation of the benefit plans comprises the assessment of costs, revenues and adequacy of plan funding. It also considers the monitoring of biometric, economic and financial assumptions (asset volatility, changes in interest rates, inflation, life expectancy, salaries and other).

          Market—profitability projections are performed for the various plans and profiles of investments for 10 years in the management study of assets and liabilities. These projections include the risks of investments in various market segments. Furthermore, the risks for short-term market of the plans are monitored monthly through metrics of VaR (Value at Risk) and stress testing. For exclusive investment funds of Valia, the market risk is measured daily by the custodian asset bank.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

          Credit—assessment of the credit quality of issuers by hiring expert consultants to evaluate financial institutions and internal assessment of payment ability of non-financial companies. For assets of non-financial companies, the assessment is conducted a monitoring of the company until the maturity of the security.

vii. Actuarial and economic assumptions and sensitivity analysis

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

          The economic and actuarial assumptions adopted have been formulated considering the long-term period for maturity and should therefore be examined accordingly. In the short term they may not necessarily be realized.

          In the evaluations were adopted the following assumptions:

 
Brazil
 
December 31, 2016 December 31, 2015
 
Overfunded
pension plans
Underfunded
pension plans
Other benefits Overfunded
pension plans
Underfunded
pension plans
Other benefits

Discount rate to determine benefit obligation

10.98% - 11.14% 10.98% 10.98% - 11.09% 13.63% 13.71% 13.63%

Nominal average rate to determine expense/ income

10.98% - 11.14% 10.98% N/A 12.36% 13.71% N/A

Nominal average rate of salary increase

4.85% - 5.95% 6.95% N/A 8.12% 8.12% N/A

Nominal average rate of benefit increase

6.00% 6.00% N/A 6.00% 6.00% N/A

Immediate health care cost trend rate

N/A N/A 8.00% N/A N/A 9.18%

Ultimate health care cost trend rate

N/A N/A 8.00% N/A N/A 9.18%

Nominal average rate of price inflation

4.85% 4.85% 4.85% 6.00% 6.00% 6.00%

 

 
Foreign
 
December 31, 2016 December 31, 2015
 
Underfunded
pension plans
Other benefits Underfunded
pension plans
Other benefits

Discount rate to determine benefit obligation

3.84% 3.90% 4.00% 3.90%

Nominal average rate to determine expense/ income

4.01% N/A 4.80% N/A

Nominal average rate of salary increase

4.05% N/A 3.90% N/A

Nominal average rate of benefit increase

N/A 3.00% N/A 3.00%

Immediate health care cost trend rate

N/A 6.30% N/A 6.30%

Ultimate health care cost trend rate

N/A 4.50% N/A 4.50%

Nominal average rate of price inflation

2.00% 2.00% 2.00% 2.00%

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

          For the sensitivity analysis, the Company considers the effect of 1% in nominal discount rate to determine the actuarial liability. The effects of this change in actuarial liabilities in premise and adopted the average duration of the plan are as follows:

 
December 31, 2016
 
Overfunded
pension plans
Underfunded
pension plans
Other benefits

Nominal discount rate—1% increase

     

Actuarial liability balance

3,069 3,569 1,171

Assumptions made

11.29% 5.55% 6.33%

Nominal discount rate—1% reduction

     

Actuarial liability balance

3,665 4,583 1,469

Assumptions made

9.56% 3.50% 4.02%

viii. Assets of pension plans

          Brazilian plan assets as at December 31, 2016 and 2015 includes respectively (i) investments in a portfolio of Vale's stock in the amount of US$18 and US$4 and (ii) Brazilian Federal Government securities in the amount of US$4,180 and US$2,976.

          Foreign plan assets as at December 31, 2016 and 2015 includes Canadian Government securities in the amount of US$735 and US$675, respectively.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

ix. Overfunded pension plans

          Assets by category are as follows:

 
December 31, 2016 December 31, 2015
 
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Cash and cash equivalents

1 1

Debt securities—Corporate bonds

117 117 94 94

Debt securities—Government bonds

2,612 2,612 1,659 1,659

Investments funds—Fixed Income

2,411 2,411 1,799 1,799

Investments funds—Equity

168 168 44 44

International investments

12 12 29 29

Structured investments—Private Equity funds

217 140 357 138 136 274

Structured investments—Real estate funds

10 10 6 6

Real estate

370 370 319 319

Loans to participants

260 260 249 249

Total

5,420 117 780 6,317 3,670 94 710 4,474

Funds not related to risk plans

      (1,623 )       (1,039 )

Fair value of plan assets at end of year

      4,694       3,435

          Measurement of overfunded plan assets at fair value with no observable market variables (level 3) are as follows:

 
Private
equity funds
Real
estate funds
Real estate Loans to
participants
Total

Balance as at December 31, 2014

253 7 497 404 1,161

Return on plan assets

(84 ) 1 4 47 (32 )

Assets purchases

49 1 1 40 91

Assets sold during the year

(7 ) (28 ) (118 ) (153 )

Translation adjustment

(75 ) (3 ) (156 ) (124 ) (358 )

Transfers in and/ out of Level 3

1 1

Balance as at December 31, 2015

136 6 319 249 710

Return on plan assets

(19 ) 3 33 17

Assets purchases

30 3 2 55 90

Assets sold during the year

(23 ) (17 ) (121 ) (161 )

Translation adjustment

26 1 63 46 136

Transfer to held for sale

(10 ) (2 ) (12 )

Balance as at December 31, 2016

140 10 370 260 780

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

x. Underfunded pension plans

          Assets by category are as follows:

 
December 31, 2016 December 31, 2015
 
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Cash and cash equivalents

24 24 49 49

Equity securities

1,240 1,240 1,106 1,106

Debt securities—Corporate bonds

10 10 12 12

Debt securities—Government bonds

83 736 819 56 684 740

Investments funds—Fixed Income

142 307 449 150 281 431

Investments funds—Equity

92 368 460 86 356 442

International investments

27 27 2 30 32

Structured investments—Private Equity funds

187 187 98 98

Real estate

24 24 20 20

Loans to participants

6 6 5 5

Others

173 173 159 159

Total

1,557 1,472 390 3,419 1,400 1,412 282 3,094

          Measurement of underfunded plan assets at fair value with no observable market variables (level 3) are as follows:

 
Private
equity funds
Real estate Loans to
participants
Others Total

Balance as at December 31, 2014

18 24 7 49

Return on plan assets

5 1 6

Assets purchases

102 186 288

Assets sold during the year

(1 ) (1 )

Translation adjustment

(21 ) (8 ) (3 ) (27 ) (59 )

Transfers in and/ out of Level 3

(1 ) (1 )

Balance as at December 31, 2015

98 20 5 159 282

Return on plan assets

15 9 24

Assets purchases

176 176

Assets sold during the year

(110 ) (110 )

Translation adjustment

8 4 1 5 18

Balance as at December 31, 2016

187 24 6 173 390

xi. Disbursement of future cash flow

          Vale expects to disburse US$165 in 2017 in relation to pension plans and other benefits.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

xii.
Expected benefit paymentsThe expected benefit payments, which reflect future services, are as follows:
 
December 31, 2016
 
Overfunded pension plans Underfunded pension plans Other benefits

2017

92 238 65

2018

98 237 67

2019

104 237 69

2020

110 238 72

2021

117 238 74

2022 and thereafter

602 1,208 402

b) Profit sharing program ("PLR")

          The Company recorded as cost of goods sold and services rendered and other operating expenses related to the PLR US$331 and US$42 for the year ended on December 31, 2016 and 2015, respectively.

c) Long-term compensation plan

          For the long-term awarding of eligible executives, the Company compensation plans includes Matching Program and Performance Share Unit Program—PSU, with three to four years-vesting cycles, respectively, with the aim of encouraging employee's retention and stimulating their performance.

          For the Matching program, the participants can acquire Vale's preferred shares in the market without any benefits being provided by Vale. If the shares acquired are held for a period of three years and the participants keep it employment relationship with Vale, the participant is entitled to receive from Vale an award in shares, equivalent to the number of shares originally acquired by the executive. It should be noted that, although a specific custodian of the shares is defined by Vale, the share initially purchased by the executives have no restriction and can be sold at any time. However, if it's done before the end of the three-year-vesting period, they lose the entitlement of receiving the related award paid by Vale.

          For PSU program, the eligible executives have the opportunity to receive during a four year-vesting cycle, an award equivalent to the market value of a determined number of common shares and conditioned to Vale's performance factor measured as an indicator of total return to the shareholders (TSR). This award is paid in cash and can occur in cumulative installments of 20% (at the end of 2nd year), 30% (at the end of 3rd year) and 50% (at the end of 4th year), conditioned to the performance factor of each year.

          Liabilities of the plans are measured at fair value at every reporting period, based on market rates. Compensation costs incurred are recognized by the defined vesting period of three or four years. At December 31, 2016, 2015 and 2014 the Company recognized in the income statement the amounts of US$37, US$29 and US$61, respectively, related to long term compensation plan.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

Accounting policy

Employee benefits

i. Current benefits—wages, vacations and related taxes

          Payments of benefits such as wages or accrued vacation, as well the related social security taxes over those benefits are recognized monthly in income, on an accruals basis.

ii. Current benefits—profit sharing program

          The Company has the Annual Incentive Program (AIP) based on Team and business units contribution and Company-wide performance through operational cash generation. The Company makes an accrual based on evaluation periodic of goals achieved and Company result, using the accrual basis and recognition of present obligation arising from past events in the estimated outflow of resources in the future. The accrual is recorded as cost of goods sold and services rendered or operating expenses in accordance with the activity of each employee.

iii. Non-current benefits—long-term incentive programs

          The Company has established a procedure for awarding certain eligible executives (Matching and Virtual Shares Programs) with the goal of encouraging employee retention and optimum performance. Plan liabilities are measured at each reporting date, at their fair values, based on market prices. Obligations are measured at each reporting date, at fair values based on market prices. The compensation costs incurred are recognized in income during the vesting period as defined.

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

          The Company has several retirement plans for its employees.

          For defined contribution plans, the Company's obligations are limited to a monthly contribution linked to a pre-defined percentage of the remuneration of employees enrolled in to these plans.

          For defined benefit plans, actuarial calculations are periodically obtained for liabilities determined in accordance with the Projected Unit Credit Method in order to estimate the Company's obligation. The liability recognized in the balance sheet represents the present value of the defined benefit obligation as at that date, less the fair value of plan assets. The Company recognized in the income statement the costs of services, the interest expense of the obligations and the interest income of the plan assets. The remeasurement of gains and losses, return on plan assets (excluding the amount of interest on return of assets, which is recognized in income for the year) and changes in the effect of the ceiling of the active and onerous liabilities are recognized in comprehensive income for the year.

          For overfunded plans, the Company does not recognize any assets or benefits in the balance sheet or income statement until such time as the use of the surplus is clearly defined. For underfunded plans, the Company recognizes actuarial liabilities and results arising from the actuarial valuation.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

29.    Employee benefits (Continued)

Critical accounting estimates and judgments

Post-retirement benefits for employees

          The amount recognized and disclosed depend on a number of factors that are determined based on actuarial calculations using various assumptions in order to determine costs and liabilities. One of these assumptions is selection and use of the discount rate. Any changes to these assumptions will affect the amount recognized.

          At the end of each year the Company and external actuaries review the assumptions that will be used for the following year. These assumptions are used in determining the fair values of assets and liabilities, costs and expenses and the future values of estimated cash outflows, which are recorded in the plan obligations.

30.    Stockholders' equity

a) Share capital

          Stockholders' equity is represented by common shares ("ON") and preferred non-redeemable shares ("PNA") without par value. Preferred shares have the same rights as common shares, with the exception of voting rights to elect members of the Board of Directors. The Board of Directors may, regardless of changes to bylaws, issue new shares (authorized capital), including the capitalization of profits and reserves to the extent authorized.

          The Company repurchases its shares to hold in treasury for future sale or cancellation. These shares are recorded in a specific account as a reduction of stockholders´ equity at their acquisition value and carried at cost. These programs are approved by the Board of Directors with a determined terms and numbers of type of shares.

          Incremental costs directly attributable to the issue of new shares or options are recognized in stockholders' equity as a deduction from the amount raised, net of taxes

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

30.    Stockholders' equity (Continued)

          At December 31, 2016 and 2015, share capital was US$61,614 corresponding to 5,244,316,120 shares issued and fully paid without par value.

 
December 31, 2016
Stockholders
ON PNA Total

Valepar S.A. 

1,716,435,045 20,340,000 1,736,775,045

Brazilian Government (Golden Share)

12 12

Foreign investors—ADRs

786,067,634 610,880,671 1,396,948,305

FMP—FGTS

70,662,746 70,662,746

PIBB—BNDES

741,730 1,171,101 1,912,831

BNDESPar

206,378,882 66,185,272 272,564,154

Foreign institutional investors in local market

262,868,264 825,753,408 1,088,621,672

Institutional investors

104,510,549 133,496,260 238,006,809

Retail investors in Brazil

37,988,150 309,895,202 347,883,352

Shares outstanding

3,185,653,000 1,967,721,926 5,153,374,926

Shares in treasury

31,535,402 59,405,792 90,941,194

Total issued shares

3,217,188,402 2,027,127,718 5,244,316,120

Amounts per class of shares (in millions)

38,525 23,089 61,614

Total authorized shares

3,600,000,000 7,200,000,000 10,800,000,000

b) Profit reserves

          The amount of profit reserves are distributed as follows:

 
Investments
reserve
Legal reserve Tax incentive
reserve
Additional
Remuneration reserve
Total of profit
reserves

Balance as at December 31, 2014

16,794 3,061 130 19,985

Dividends and interest on capital of Vale's stockholders

(1,500 ) (1,500 )

Allocation of loss

(10,859 ) (1,176 ) (94 ) (12,129 )

Translation adjustment

(4,435 ) (900 ) (36 ) (5,371 )

Balance as at December 31, 2015

985 985

Allocation of Income

1,808 204 377 634 3,023

Translation adjustment

195 195

Balance as at December 31, 2016

1,808 1,384 377 634 4,203

          Investment reserve—aims to ensure the maintenance and development of activities that comprise the Company's operations in an amount not exceeding 50% of distributable annual net income, limited to the share capital amount.

          Legal reserve—is a legal requirement for Brazilian public companies to retain 5% of the annual net income up to 20% of the capital. The reserve can only be used to compensate losses or to increase capital.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

30.    Stockholders' equity (Continued)

          Tax incentive reserve—results from the option to designate a portion of the income tax for investments in projects approved by the Brazilian Government as well as tax incentives.

          Additional remuneration reserve—Results from the portion of management proposed remuneration that exceeds the mandatory minimum remuneration of 25% of the adjusted net income as presented below established in the Company's by-laws.

c)
Unrealized fair value gain (losses)
 
Retirement
benefit
obligations
Cash flow hedge Available-for-sale
financial instruments
Conversion
shares
Total gain
(losses)

Balance as at December 31, 2014

(845 ) (453 ) (2 ) (413 ) (1,713 )

Other comprehensive income

70 447 1 518

Translation adjustment

72 131 203

Balance as at December 31, 2015

(703 ) (6 ) (1 ) (282 ) (992 )

Other comprehensive income

(70 ) 7 1 (62 )

Translation adjustment

(36 ) (1 ) (56 ) (93 )

Balance as at December 31, 2016

(809 ) (338 ) (1,147 )

d) Remuneration to the Company's stockholders

          Vale's by-laws determine the minimum remuneration to stockholders of 25% of net income, after adjustments from Brazil's legal requirements which based on our adjusted net income as shown below resulted in R$3,459 (US$1,061). In December, 2016 R$857 (US$250) was anticipated and the remaining balance of R$2,602 (US$811) was accounted for in short term liability as "Dividends and interest on capital". Additionally, in our by-laws preferred shares class A are entitled to receive priority dividends corresponding to (i) at least 3% (three percent) of the shareholders' equity share value, calculated based on the financial statements used as reference for the payment of dividends or (ii) 6% (six percent) calculated over the part of capital represented by this class of shares, whichever is the higher among them. Accordingly, management proposed and the Board of Directors approved the proposal for additional dividends payments of R$2,065 (US$634) to equalize preferred and common share remuneration. The amount was classified as "Additional Remuneration reserve" until it is approved in the annual general meeting. All remuneration paid and proposed during the year was based on interest on equity.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

30.    Stockholders' equity (Continued)

          The proposal of stockholders' remuneration was calculated in R$. The equivalent amount in US$ are as follows:

 
2016

Net income of the year

3,982

Legal reserve

(204 )

Tax incentive reserve

(272 )

Adjusted net income

3,506

Allocation of net income

(1,913 )

Cumulative translation adjustments

102

1,695

Remuneration:

 

Mandatory minimum

1,061

Additional remuneration

634

1,695

Remuneration by nature:

 

Interest on capital

1,695

1,695

Total remuneration per share

0.328883933

          The amounts paid to stockholders, by nature of remuneration, are as follows:

 
Dividends Interest on
capital
Total Amount per share

Amounts paid in 2014

       

First installment—April

2,100 2,100 0.407499945

Second installment—October

717 1,383 2,100 0.407499945

Total

717 3,483 4,200  

Amounts paid in 2015

       

First installment—April

1,000 1,000 0.194047593

Second installment—October

500 500 0.097023796

Total

500 1,000 1,500  

Amounts paid in 2016

       

First installment—December

250 250 0.048511898

Total

250 250  

e) New shareholders' agreement—Subsequent event.

          On February 20, 2017 the Company announced that a new shareholders' agreement was filed at the Company's headquarters, executed by Litel Participações S.A., Litela Participações S.A., Bradespar S.A., Mitsui & Co., Ltd. and BNDES Participações S.A.—BNDESPAR ("Valepar Agreement"), as shareholders of Valepar S.A. ("Valepar"), jointly referred to as "Shareholders", which shall enter into force after the expiration of Valepar's current Shareholders' Agreement on May 10, 2017.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

30.    Stockholders' equity (Continued)

          The Valepar Agreement, along with the standard provisions in connection with voting rights and right of first refusal for the acquisition of the Shareholders' shares, provides for the submission to the Company of a proposal for the purpose of enabling the listing of Vale on BM&FBOVESPA's Novo Mercado special segment (Brazil) and making Vale a company without defined control ("Proposal"). The Proposal is binding on the Shareholders, and it is subject to approval by the Company's corporate bodies. The Valepar Agreement will have a term of 6 months, counting from the date it takes effect.

          The transaction envisaged by the Proposal is composed of a series of indivisible and interdependent steps, whose effectiveness is subject to the successful performance of the other steps. The Proposal comprises, beyond the performance of all acts and procedures imposed by the applicable legal provisions and rules:

          In line with the provisions of item "iii" above, Valepar's shareholders will receive 1.2065 Vale common shares for each Valepar share held by them. As a result, Vale will issue 173,543,667 new common shares, all registered and without par value, in favor of Valepar's shareholders. Consequently, Valepar's shareholders will own a total of 1,908,980,340 Vale common shares after the merger of Valepar.

          The goodwill balance carried on Valepar's financial statements and its potential tax benefit use by Vale will not be subject to capitalization in favor of Valepar's shareholders, but will be for the benefit of all Vale's shareholders. Valepar will hold at the time of the merger enough cash and cash equivalents to fully settle its liabilities.

          The implementation of the Proposal is subject to (i) the approval of the Proposal, including the merger of Valepar into Vale, by Valepar's and Vale's corporate bodies; and (ii) the acceptance by at least 54.09% of class A preferred shares of the voluntary conversion, as mentioned in item "i" above, within the maximum term of 45 days from the shareholders' meeting decision on the matter, resulting in a combined shareholding interest held by the Shareholders of less than 50% of Vale's total common shares. Valepar and the Shareholders will not exercise their voting right at Vale's shareholders' meetings that consider the voluntary conversion of the Vale class A preferred shares into common shares and the merger of Valepar.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

30.    Stockholders' equity (Continued)

          The holders of American Depositary Shares representing class A preferred shares of Vale will be able to elect voluntary conversion into American Depositary Shares representing common shares of Vale, on the same terms available to holders of class A preferred shares. Class A preferred shares, and preferred ADSs, that do not elect voluntary conversion will remain outstanding.

          On the date of effectiveness of the merger of Valepar into Vale, if the merger is approved, the Shareholders will execute a new shareholders' agreement ("Vale Agreement") that will bind only 20% of the totality of Vale's common shares, and will be in force until November 9, 2020, with no provision for renewal.

          For 6 months from the date of entry into force of the Vale Agreement, the Shareholders will be obligated not to transfer, by any means, either directly or indirectly, Vale shares they receive as a result of the implementation of the Proposal ("Lock-Up"), except for (i) the transfer of Vale's shares by the Shareholders to their affiliates and their current shareholders, provided that such transferred shares shall remain subject to the Lock-Up, and (ii) the transfer of shares held by the Shareholders prior to the merger of Valepar.

Accounting policy

          The stockholder's remuneration is paid on dividends and interest on capital. This remuneration is recognized as a liability in the financial statements of the Company based on bylaws. Any amount above the minimum compulsory remuneration approved by the bylaws shall only be recognized in current liabilities on the date that is approved by stockholders.

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

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

31.    Related parties

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

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

31.    Related parties (Continued)

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

 
 
 
 
 
Assets
 
December 31, 2016 December 31, 2015
 
Cash and
cash
equivalents
Derivative
financial
instruments
Accounts
receivable
Related
parties
Cash and
cash
equivalents
Derivative
financial
instruments
Accounts
receivable
Related
parties

Banco Bradesco S.A. 

522 324 37 66

Banco do Brasil S.A. 

57 34 395 16

Companhia Coreano-Brasileira de Pelotização

5 6

Companhia Hispano-Brasileira de Pelotização

1 1 4

Companhia Ítalo-Brasileira de Pelotização

8 8

Companhia Nipo-Brasileira de Pelotização

15 9

Companhia Siderúrgica do Pecem

37

Consórcio Rebocadores da Baia de São Marcos

10 15

Mitsui & Co., Ltd. 

4 1

MRS Logística S.A. 

24 17

VLI

9 12 34 10

Others

46 9 27 17

Total

579 358 107 73 432 82 78 71

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

31.    Related parties (Continued)


 
 
 
 
 
Liabilities
 
December 31, 2016 December 31, 2015
 
Derivative
financial
instruments
Others
liabilities
Related
parties
Loans
and
borrowings
Derivative
financial
instruments
Others
liabilities
Related
parties
Loans
and
borrowings

Aliança Geração de Energia S.A. 

16 38 11

Banco Bradesco S.A. 

250 6 205 54 370

Banco do Brasil S.A. 

45 2,568 250 2,625

BNDES

72 4,432 39 4,066

BNDES Participações S.A. 

414 371

Companhia Coreano-Brasileira de Pelotização

3 59 4 70

Companhia Hispano-Brasileira de Pelotização

39 14 37 7

Companhia Ítalo-Brasileira de Pelotização

99 3 64

Companhia Nipo-Brasileira de Pelotização

3 146 9 112

Consórcio Rebocadores da Baía de São Marcos

8

Ferrovia Centro-Atlântica S.A. 

83 68

Mitsui & Co., Ltd. 

17 11

MRS Logística S.A. 

25 23

Sumic Nickel Netherland B.V

353 352

VLI

3

Others

38 7 30 15

Total

367 144 799 7,420 494 190 688 7,432

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

31.    Related parties (Continued)


 
Year ended December 31
 
2016 2015 2014
 
Net
operating
revenue
Costs
and
expenses
Financial
result
Net
operating
revenue
Costs
and
expenses
Financial
result
Net
operating
revenue
Costs
and
expenses
Financial
result

Aliança Geração de Energia S.A. 

(132 ) 12

Banco Bradesco S.A.(i)

205 (75 ) (24 )

Banco do Brasil S.A.(i)

(456 ) (374 ) (110 )

Baovale Mineração S.A. 

(17 ) (24 )

BNDES(i)

(558 ) (372 ) (199 )

BNDES Participações S.A.(i)

(73 ) (50 ) (41 )

California Steel Industries, Inc. 

12 183 (215 )

Companhia Coreano-Brasileira de Pelotização

(62 ) (6 ) (80 ) (97 )

Companhia Hispano-Brasileira de Pelotização

(43 ) (4 ) (50 ) (47 )

Companhia Ítalo-Brasileira de Pelotização

(49 ) (8 ) (66 ) (49 )

Companhia Nipo-Brasileira de Pelotização

(114 ) (11 ) (106 ) (155 )

Companhia Siderúrgica do Atlântico

(6 )

Companhia Siderúrgica do Pecem

132 (29 )

Ferrovia Centro Atlântica S.A. 

36 (28 ) (2 ) 47 (39 ) (1 ) 59 (61 )

Ferrovia Norte Sul S.A. 

16

Mitsui & Co., Ltd. 

141 (37 ) 187 111 (35 )

MRS Logística S.A. 

(464 ) (489 ) (593 )

Samarco Mineração S.A. 

22 1 127 210

VLI

275 (22 ) 251 350 8

Others

18 (1 ) 2 55 (44 ) 8 102 (42 ) 19

Total

652 (1,004 ) (910 ) 679 (898 ) (864 ) 1,015 (1,294 ) (347 )

(i)
Does not include exchange rate variation.

          The key management personnel remuneration is as follows:

 
Year ended December 31
 
2016 2015 2014

Short-term benefits

     

Wages or pro-labor

8 8 11

Direct and indirect benefits

4 6 7

Bonus

8 12

12 22 30

Long-term benefits

     

Shares based

1 1 1

Termination of position

5 6

18 29 31

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

32.    Commitments

a) Base metals operations

i) Nickel Operations—New Caledonia

          In regards to the construction and installation of the nickel plant in New Caledonia, Vale Canada Limited ("Vale Canada") provided guarantees in respect of a special financing arrangement, structured under French tax law, to BNP Paribas (agent for the benefit of certain French institutional tax investors). The guarantees relate to lease finance payments due from Vale Nouvelle-Calédonie S.A.S. ("VNC") to a special purpose company held by the French tax investors in respect of certain assets of the plant. Consistent with VNC's commitments under the financing structure, these assets were substantially complete as at December 31, 2012. Vale Canada has committed that these assets will operate for a five year period following substantial completion. Vale Canada believes the likelihood of the guarantees being called upon is remote.

ii) Nickel Operations—Indonesia

          In October 2014, Vale subsidiary PT Vale Indonesia Tbk ("PTVI"), a public company in Indonesia, renegotiated its agreement with the Government to operate (known as the Contract of Work ("CoW")). The renegotiation included an undertaking by PTVI to further divest 20% of its shares to Indonesian participants (approximately 20% of PTVI's shares already being registered on the Indonesian stock exchange) within five years. This undertaking will be fulfilled by PTVI's existing major shareholders, being Vale Canada and Sumitomo Metal Mining, Co., Ltd., on a pro rata basis.

iii) Nickel Operations—Canada

          The subsidiaries Vale Canada, Vale Newfoundland & Labrador Limited ("VNLL") and the Province of Newfoundland and Labrador (the "Province") signed a Development Agreement with respect to the development and operation of the Voisey's Bay mine along with certain other obligations with respect to processing in the Province and the export of nickel and copper concentrate. On December 19, 2014, the Sixth Amendment to the Development Agreement was executed. The Sixth Amendment includes operational and other key commitments in the Development Agreement. As such, under the Development Agreement, as amended, VNLL has a potential obligation secured by letters of credit and other security, which may become due and payable in the event that certain commitments in relation to the construction of the underground mine are delayed or not met.

iv) Other

          In the course of the operations the Company has provided other letters of credit, guarantees and surety bonds in the amount of US$1.1 billion that are associated with items such as environment reclamation, asset retirement obligation commitments, insurance, electricity commitments, post-retirement benefits, community service commitments and import and export duties.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

32.    Commitments (Continued)

b) Participative stockholders' debentures

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

          A total of 388,559,056 debentures were issued with a par value of R$0.01 (one cent of Brazilian Real), whose value will be inflation-indexed the General Market Price Index ("IGP-M"), as set out in the Issue Deed. The Company paid as semiannual remuneration the amount of US$84 (R$268) and US$65 (R$209), respectively, for the year ended December 31, 2016 and 2015.

c) Others commitments

          The table below sets forth the annual minimum, required and non-cancelable, future payments related to the contractual obligations assumed by the Company as of December 31.

 
2017 2018 2019 2020 2021 and thereafter

Operating lease

149 134 131 130 485

Purchase obligations

2,572 363 186 140 1,127

Total minimum payments required

2,721 497 317 270 1,612

          Operating lease—Vale has operating lease agreements with its joint ventures Companhia Coreano-Brasileira de Pelotização, Companhia Hispano-Brasileira de Pelotização, Companhia Ítalo-Brasileira de Pelotização and Companhia Nipo-Brasileira de Pelotização (together "pelletizing companies"), in which Vale leases their pelletizing plants. These renewable operating lease agreements have last between 3 and 10 years. The minimum future payments have been calculated considering that all contracts will be renewed automatically.

          The Company also has operating leases for the exploration and processing of iron ore with joint ventures, port operations with third parties and property leases for its operational facilities with third parties.

          The total amount of operational leasing expenses for the year ended on December 31, 2016, 2015 and 2014 were US$266, US$329 and US$348, respectively.

          Purchase obligations—The purchase obligations derive mainly from take or pay contracts, contracts for the acquisition of fuel and the acquisition of raw materials and services.

d) Guarantees provided

          As of December 31, 2016, corporate guarantees provided by Vale (within the limit of its direct or indirect interest) for the companies Norte Energia S.A. and Companhia Siderúrgica do Pecém S.A. totaled US$361 and US$1,450 respectively.

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

33.    Additional information about derivatives financial instruments

a) 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:

Instrument Instrument's main risk events Scenario I Scenario II Scenario III

CDI vs. US$ fixed rate swap

R$ depreciation (121 ) (658 ) (1.195 )

US$ interest rate inside Brazil decrease (121 ) (134 ) (146 )

Brazilian interest rate increase (121 ) (124 ) (127 )

Protected item: R$ denominated debt

R$ depreciation n.a.

TJLP vs. US$ fixed rate swap

R$ depreciation (622 ) (1.115 ) (1.609 )

US$ interest rate inside Brazil decrease (622 ) (648 ) (676 )

Brazilian interest rate increase (622 ) (675 ) (723 )

TJLP interest rate decrease (622 ) (660 ) (700 )

Protected item:R$ denominated debt

R$ depreciation n.a.

TJLP vs. US$ floating rate swap

R$ depreciation (55 ) (88 ) (120 )

US$ interest rate inside Brazil decrease (55 ) (57 ) (60 )

Brazilian interest rate increase (55 ) (59 ) (62 )

TJLP interest rate decrease (55 ) (58 ) (61 )

Protected item: R$ denominated debt

R$ depreciation n.a.

R$ fixed rate vs. US$ fixed rate swap

R$ depreciation (13 ) (102 ) (190 )

US$ interest rate inside Brazil decrease (13 ) (25 ) (38 )

Brazilian interest rate increase (13 ) (41 ) (66 )

Protected item:R$ denominated debt

R$ depreciation n.a.

IPCA vs. US$ fixed rate swap

R$ depreciation (51 ) (168 ) (285 )

US$ interest rate inside Brazil decrease (51 ) (58 ) (66 )

Brazilian interest rate increase (51 ) (78 ) (102 )

IPCA index decrease (51 ) (64 ) (77 )

Protected item: R$ denominated debt

R$ depreciation n.a.

IPCA vs. CDI swap

Brazilian interest rate increase 42 (3 ) (41 )

IPCA index decrease 42 19 (2 )

Protected item: R$ denominated debt linked to IPCA

IPCA index decrease n.a. (19 ) 2

EUR fixed rate vs. US$ fixed rate swap

EUR depreciation (52 ) (216 ) (380 )

Euribor increase (52 ) (58 ) (64 )

US$ Libor decrease (52 ) (71 ) (92 )

Protected item:EUR denominated debt

EUR depreciation n.a. 216 380

EUR Forward

EUR depreciation (46 ) (177 ) (308 )

Euribor increase (46 ) (46 ) (46 )

US$ Libor decrease (46 ) (46 ) (46 )

Protected item:EUR denominated debt

EUR depreciation n.a. 177 308

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

33.    Additional information about derivatives financial instruments (Continued)


Instrument Instrument's main risk events Scenario I Scenario II Scenario III

Bunker Oil protection

       

Forwards and options

Bunker Oil price decrease 116 (11 ) (154 )

Protected item: Part of costs linked to bunker oil prices

Bunker Oil price decrease n.a. 11 154

Nickel sales fixed price protection

       

Forwards

Nickel priced decrease (1 ) (30 ) (59 )

Protected item: Part of nickel revenues with fixed prices

Nickel price fluctuation n.a. 30 59

Purchase protection program

       

Nickel forwards

Nickel price increase 0,1 (0,2 ) (0,6 )

Protected item: Part of costs linked to nickel prices

Nickel price increase n.a. 0,2 0,6

Copper forwards

Copper price increase (0, 1 ) (0,7 ) (1, 4 )

Protected item: Part of costs linked to copper prices

Copper price increase n.a. 0,7 1,4

SLW warrants

SLW stock price decrease 44 23 8

VLI call options

VLI stock value increase (72 ) (109 ) (151 )

Options regarding non-controlling interest in subsidiary

Subsidiary stock value decrease 121 34 (21 )

 

Instrument Main risks Scenario I Scenario II Scenario III

Embedded derivatives—Raw material purchase (nickel)

Nickel price increase 0,3 (15 ) (31 )

Embedded derivatives—Raw material purchase (copper)

Copper price increase 2 (4 ) (9 )

Embedded derivatives—Gas purchase

Pellet price increase (2 ) (4 ) (7 )

Embedded derivatives—Guaranteed minimum return (VLI)

VLI stock value decrease (182 ) (303 ) (473 )

b) Financial counterparties' ratings

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

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

33.    Additional information about derivatives financial instruments (Continued)

          The table below presents the ratings in foreign currency published by agencies Moody's and S&P regarding the main financial institutions that we had outstanding positions as of December 31, 2016.

Long term ratings by counterparty
Moody's S&P

ANZ Australia and New Zealand Banking

Aa2 AA-

Banco Bradesco

Ba3 BB

Banco de Credito del Peru

Baal BBB

Banco do Brasil

Ba3 BB

Banco do Nordeste

Ba3 BB

Banco Safra

Ba3 BB

Banco Santander

Ba3 BB

Banco Votorantim

Ba3 BB

Bank of America

Baal BBB+

Bank of Nova Scotia

Aa3 A+

Bank of Tokyo Mitsubishi UFJ

A1 A

Banpara

Ba3 BB-

Barclays

Baa3 BBB

BBVA

A3 BBB+

BNP Paribas

Al A

BTG Pactual

Ba3 B+

 

Long term ratings by counterparty
Moody's S&P

Caixa Economica Federal

Ba3 BB

Citigroup

Baal BBB+

Credit Agricole

A2 A

Deutsche Bank

A2 BBB+

Goldman Sachs

A3 BBB+

HSBC

A1 A

Intesa Sanpaolo Spa

A3 BBB-

ltau Unibanco

Ba3 BB

JP Morgan Chase & Co

A3 A-

Macquarie Group Ltd

A3 BBB

Morgan Stanley

A3 BBB+

Royal Bank of Canada

Aa2 AA-

Societe Generale

Aa3 AA-

Standard Bank Group

A2 A

Standard Chartered

Baa3

Al BBB+

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

33.    Additional information about derivatives financial instruments (Continued)

c) Market curves

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

(i) Products

Nickel

Maturity
Price (US$/ton) Maturity Price (US$/ton) Maturity Price (US$/ton)

SPOT

10.010 JUN17 10.064 DEC17 10.155

JAN17

9.984 JUL17 10.080 DEC18 10.316

FEB17

10.002 AUG17 10.096 DEC19 10.452

MAR17

10.022 SEP17 10.110 DEC20 10.591

APR17

10.036 OCT17 10.128    

MAY17

10.052 NOV17 10.143    

Copper

Maturity
Price (US$/lb) Maturity Price (US$/lb) Maturity Price (US$/lb)

SPOT

2,51 JUN17 2,51 DEC17 2,51

JAN17

2,51 JUL17 2,51 DEC18 2,50

FEB17

2,51 AUG17 2,51 DEC19 2,50

MAR17

2,51 SEP17 2,52 DEC20 2,49

APR17

2,51 OCT17 2,51    

MAY17

2,51 NOV17 2,51    

Bunker Oil

Maturity
Price (US$/ton) Maturity Price (US$/ton) Maturity Price (US$/ton)

SPOT

332 JUN17 318 DEC17 312

JAN17

328 JUL17 317 DEC18 304

FEB17

324 AUG17 316 DEC19 291

MAR17

322 SEP17 315 DEC20 280

APR17

321 OCT17 314    

MAY17

320 NOV17 313    

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Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

33.    Additional information about derivatives financial instruments (Continued)

(ii) Foreign exchange and interest rates

US$—Brazil Interest Rate

Maturity
Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)

02/01/17

9,28 12/01/17 2,96 04/01/20 3,47

03/01/17

5,93 01/02/18 3,04 07/01/20 3,60

04/03/17

4,54 04/02/18 2,94 10/01/20 3,57

05/02/17

3,98 07/02/18 2,93 01/04/21 3,75

06/01/17

3,63 10/01/18 2,95 04/01/21 3,85

07/03/17

3,32 01/02/19 3,03 07/01/21 3,92

08/01/17

3,22 04/01/19 3,03 10/01/21 4,00

09/01/17

3,11 07/01/19 3,17 01/03/22 4,16

10/02/17

3,04 10/01/19 3,27 01/02/23 4,55

11/01/17

3,01 01/02/20 3,41 01/02/24 5,18

US$ Interest Rate

Maturity
Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)

1M

0,77 6M 1,13 11M 1,19

2M

0,82 7M 1,15 12M 1,19

3M

1,00 8M 1,16 2Y 1,47

4M

1,06 9M 1,17 3Y 1,73

5M

1,10 10M 1,18 4Y 1,92

TJLP

Maturity
Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)

02/01/17

7,50 12/01/17 7,50 04/01/20 7,50

03/01/17

7,50 01/02/18 7,50 07/01/20 7,50

04/03/17

7,50 04/02/18 7,50 10/01/20 7,50

05/02/17

7,50 07/02/18 7,50 01/04/21 7,50

06/01/17

7,50 10/01/18 7,50 04/01/21 7,50

07/03/17

7,50 01/02/19 7,50 07/01/21 7,50

08/01/17

7,50 04/01/19 7,50 10/01/21 7,50

09/01/17

7,50 07/01/19 7,50 01/03/22 7,50

10/02/17

7,50 10/01/19 7,50 01/02/23 7,50

11/01/17

7,50 01/02/20 7,50 01/02/24 7,50

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Table of Contents


GRAPHIC

Notes to the Financial Statements (Continued)

Expressed in millions of United States dollar, unless otherwise stated

33.    Additional information about derivatives financial instruments (Continued)

BRL Interest Rate

Maturity
Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)

02/01/17

13,92 12/01/17 11,70 04/01/20 11,27

03/01/17

13,51 01/02/18 11,59 07/01/20 11,32

04/03/17

13,13 04/02/18 11,37 10/01/20 11,34

05/02/17

12,92 07/02/18 11,21 01/04/21 11,35

06/01/17

12,70 10/01/18 11,15 04/01/21 11,40

07/03/17

12,53 01/02/19 11,07 07/01/21 11,45

08/01/17

12,28 04/01/19 11,10 10/01/21 11,48

09/01/17

12,10 07/01/19 11,12 01/03/22 11,50

10/02/17

11,94 10/01/19 11,17 01/02/23 11,62

11/01/17

11,81 01/02/20 11,22 01/02/24 11,59

Implicit Inflation (IPCA)

Maturity
Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)

02/01/17

7,53 12/01/17 5,44 04/01/20 5,04

03/01/17

7,15 01/02/18 5,33 07/01/20 5,09

04/03/17

6,79 04/02/18 5,16 10/01/20 5,10

05/02/17

6,59 07/02/18 5,04 01/04/21 5,10

06/01/17

6,38 10/01/18 4,98 04/01/21 5,15

07/03/17

6,21 01/02/19 4,91 07/01/21 5,19

08/01/17

5,98 04/01/19 4,93 10/01/21 5,22

09/01/17

5,81 07/01/19 4,94 01/03/22 5,24

10/02/17

5,66 10/01/19 4,97 01/02/23 5,37

11/01/17

5,54 01/02/20 5,00 01/02/24 5,37

EUR Interest Rate

Maturity
Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)

1M

–0,38 6M –0,25 11M –0,21

2M

–0,35 7M –0,23 12M –0,20

3M

–0,33 8M –0,22 2Y –0,16

4M

–0,29 9M –0,22 3Y –0,10

5M

–0,26 10M –0,21 4Y –0,02

CAD Interest Rate

Maturity
Rate (% p.a.) Maturity Rate (% p.a.) Maturity Rate (% p.a.)

1M

0,94 6M 1,10 11M 0,54

2M

0,94 7M 0,92 12M 0,49

3M

0,95 8M 0,79 2Y 1,11

4M

1,02 9M 0,69 3Y 1,26

5M

1,07 10M 0,61 4Y 1,41

Currencies—Ending rates


 
 
 
 
 
 

CAD/US$

0,7443 US$ /BRL 3,2591 EUR/US$   1,0472

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Table of Contents

GRAPHIC

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

Board of Directors
 
Gueitiro Matsuo Genso
Chairman

Fernando Jorge Buso Gomes
Vice-President

Dan Antonio Marinho Conrado
Marcel Juviniano Barros
Eduardo Refinetti Guardia
Motomu Takahashi
Oscar Augusto de Camargo Filho
Eduardo de Salles Bartolomeo
Lucio Azevedo
Alberto Guth


Alternate
Gilberto Antonio Vieira
Moacir Nachbar Junior
Arthur Prado Silva
Francisco Ferreira Alexandre
Robson Rocha
Luiz Mauricio Leuzinger
Yoshitomo Nishimitsu
Eduardo de Oliveira Rodrigues Filho
Marcelo Marcolino
Carlos Roberto de Assis Ferreira
Marcelo Gasparino


Advisory Committees of the Board of Directors

Controlling Committee
Eduardo Cesar Pasa
Moacir Nachbar Junior
Oswaldo Mário Pego de Amorim Azevedo


Executive Development Committee
Oscar Augusto de Camargo Filho
Marcel Juviniano Barros
Fernando Jorge Buso Gomes
Tatiana Boavista Barros Heil

Strategic Committee
Murilo Pinto de Oliveira Ferreira
Gueitiro Matsuo Genso
Luiz Carlos Trabuco Cappi
Oscar Augusto de Camargo Filho
Eduardo de Salles Bartolomeo

Finance Committee
Gilmar Dalilo Cezar Wanderley
Fernando Jorge Buso Gomes
Eduardo de Oliveira Rodrigues Filho
Marcelo Marcolino
Governance and Sustainability Committee
Fernando Jorge Buso Gomes
Fernando Santos do Nascimento
Eduardo de Oliveira Rodrigues Filho
Priscila Valle Costa de Oliveira
Ricardo Simonsen

Fiscal Council

Marcelo Amaral Moraes
Chairman

Paulo José dos Reis Souza
Sandro Kohler Marcondes
Aníbal Moreira dos Santos
Raphael Manhães Martins


Alternate
Paula Bicudo de Castro Magalhães
Sergio Mamede Rosa do Nascimento
Oswaldo Mário Pego de Amorim Azevedo
Julio Sergio de Souza Cardozo

Executive Officers

Murilo Pinto de Oliveira Ferreira
Chief Executive Officer

Clovis Torres Junior
Executive Officer (Human Resources, Health & Safety,
Sustainability, Energy, Mergers and Acquisitions,
Governance, Corporate Integrity, Legal and Tax)


Luciano Siani Pires
Executive Officer (Finance and Investors Relations)

Roger Allan Downey
Executive Officer (Fertilizers, Coal and Strategy)

Gerd Peter Poppinga
Executive Officer (Ferrous)

Humberto Ramos de Freitas
Executive Officer (Logistics and Mineral Research)

Jennifer Anne Maki
Executive Officer (Base Metals)



Rogerio Nogueira
Investors Relations and Controller Director

Murilo Muller
Controllership Executive Manager

Dioni Brasil
Accounting Manager
TC-CRC-RJ 083305/O-8

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