Table of Contents

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the

Securities Exchange Act of 1934

 

For the month of

 

March 2019

 

Vale S.A.

 

Praia de Botafogo nº 186, 18º andar, Botafogo
22250-145 Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

 

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

 

 

(Check One) Form 20-F x   Form 40-F o

 

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

 

 

(Check One) Yes o   No x

 

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

 

 

(Check One) Yes o   No x

 

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

 

 

(Check One) Yes o   No x

 

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

 

 

 


Table of Contents

 

Table of Contents:

 

Press Release

 

Signature Page

 

 

2


 

. REPORT FROM ADMINISTRATION 2018 Report from Administration 1

 

Rupture of Dam I in Brumadinho In the early afternoon of January 25th, 2019, there was a rupture of the Dam I in the Córrego do Feijão Mine in Brumadinho (MG) and, since then, Vale has been making every effort to meet the needs of those affected and to mitigate damages. Since the first days following the rupture of the Dam I, Vale’s initiatives have had four main purposes: (i) assistance to the affected people and recovery of the area affected by the rupture of the Dam I, (ii) determination of the causes of the rupture of the Dam I, (iii) assurance of the safety of the upstream structures and of the surrounding communities, and (iv) acceleration of the decommissioning or de-characterization process of our remaining upstream dams. (i) Assistance to the affected people and recovery of the affected area On January 27th, 2019, our Board of Directors established the Extraordinary Independent Consulting Committee for Support and Recovery (“CIAE for Support and Recovery”), dedicated to monitoring the measures to assist the affected people and to recover the area affected by the rupture of the Dam I. The committee is coordinated by Leonardo Pereira, former president of the Brazilian Exchange Commission (Comissão de Valores Mobiliários – CVM), and also includes Ana Cristina Barros and Márcio Gagliato, all external and independent members. Please find below the detailed qualification of the CIAE for Support and Recovery members. Report from Administration 2 Leonardo Pereira - President at CVM from 2012 to 2017. Independent Advisor of the Oversight Advisory Committee of the World Health Organization. Engineer and economist. Masters in Administration from Warwick University and specialization at AOTs, Japan. Visiting Fellow at Harvard Law School for negotiation and corporate governance. Global experience of more than 25 years in the capital markets. Ana Cristina Barros - 30 years dedicated to the defense of the environment and sustainable development. Served as National Secretary of Biodiversity and Forests in the Ministry of Environment. Accomplishments: design and promotion of the Rural Environmental Registry, support for the creation of Conservation Units and national policies for management of indigenous lands, negotiations with the Global Environment Fund and representation of Brazil in the assessment of its Biodiversity Policy by the OECD. Márcio Gagliato - Masters in Social Psychology (PUC) and PhD from the Faculty of Public Health (USP). Technical consultant for United Nations agencies and international non-governmental organizations, more than 12 years of experience in humanitarian responses, including actions in Libya, Iran, Syria, Gaza, South Sudan, Somalia, Zimbabwe among others. Awarded with Fellowship Programme in Human Rights by the University of Columbia (NY). Specialist in emergencies with the Pan American Health Organization and participation in the “Reference Group of the Permanent Interagency Committee on Mental Health and Psychosocial Support in Humanitarian Emergencies”.

 

Similarly, on January 28th, 2019, Vale’s Executive Board established the Crisis Response Committee (“CRC”) to speed up the processes of providing assistance to the affected people and environmental recovery. As part of the emergency measures, approximately four hundred Vale employees were assigned to work in the area, providing care to the affected people, in addition to more than two hundred contractors, acting jointly with the Fire Department, Public Defender and other agencies. In addition to the people assigned to provide assistance, helicopters, equipment, ambulances, beds, and the most diverse forms of support and assistance to those affected were made available. As part of these actions, Vale donated R$ 100,000 to each of the victims’ families, R$ 50,000 per property to those that resided in the self-rescue zone, and R$ 15,000 to those whose business activities were impacted, allowing for the mitigation of the damages from the accident, on an emergency basis. Vale has structures set up for exclusive treatment of the impacted animals that have been rescued, enabling emergency care and recovery so that they can be returned to their homes. In addition to these units, in regards to animal care, we count on the support of veterinary clinics and hospitals in Belo Horizonte. You may find, later on in this document, in the box “Main initiatives” some of the actions realized by Vale. Our purpose is to accelerate the payments of indemnification through negotiation as opposed to judicialization, efficiently serving all the affected people. Report from Administration 3 Preliminary Agreement for Indemnification Reinforcing our commitment towards repairing the damages caused by the rupture of the Dam I, in an expedited and comprehensive manner, Vale signed, at the Court of Appeals of Minas Gerais , at a hearing, a Preliminary Agreement for Indemnification with several public authorities and representatives of those affected, which will allow for anticipating the payments of emergency compensation to every person residing in the city of Brumadinho on the date of rupture of the Dam I. The people living within 1km from the Paraopeba Riverbed, from Brumadinho to the city of Pompéu, will also be assisted, covering nearly 100 thousand people. The agreement also provides for the following measures: •Advance payment of indemnification through monthly payments equivalent to one minimum wage per adult, 1/2 minimum wage per teenager and 1/4 per child, for the period of one year starting from January 25th, 2019. •Independent technical assistance for the affected people to negotiate their individual compensations. •Reimbursement or direct payment of the extraordinary expenses of the State of Minas Gerais, including expenses with transportation, lodging and meals of the officers involved with rescue works and other emergency actions.

 

(ii) Determination of causes of the rupture of the Dam I In order to determine the causes of the rupture of the Dam I in the most efficient way possible, the Board of Directors established, on January 27th, 2019, the Extraordinary Independent Consulting Committee for Investigation (“CIAE for Investigation”). This committee, coordinated by Dr. Ellen Gracie, retired Minister of the Federal Supreme Court, also comprises Jose Francisco Compagno and Manuel de Almeida Martins, all external and independent members, with flawless reputation and experienced in the themes related to their roles. Please find below the detailed qualification of the CIAE for Investigation members. (iii) Assurance of the safety of the upstream structures communities and of the surrounding The third set of measures aims to ensure the safety of the upstream structures and of the surrounding communities. As such, Vale has been continuously investing in the safety and maintenance of its dams, with standards aligned and constantly updated with the most stringent international practices. Vale is adopting a series of preventive measures to increase the safety conditions of its structures, such as the constant monitoring of all of Vale’s structures, specially the upstream ones. In the scope of regulation, the National Mining Agency ("ANM") now requires a non-drained safety factor of at least 1.3. In this context, some of Vale's structures – by Vale’s own initiative - were placed at emergency level 2 and with initiatives from the company to increase their safety and stability. Vale is working to strengthen some of its upstream structures and evaluating engineering solutions for the remainder, as a way to increase the safety of the surrounding population. Report from Administration 4 Dr. Ellen Gracie - Retired Minister of the Federal Supreme Court and of the Electoral Superior Court, President of the Special Committee for Investigation at Petrobras, President of the Special Committee for Investigation at Eletrobras. Jose Francisco Compagno - Leadership Partner of the Forensic Department at EY between 2002 and 2018, and Leadership Partner for Transaction Support from 2001 to 2005. Auditing Partner at Artur Andersen from 1998 to 2001. Director of Auditing at Coopers & Lybrand Auditores Independentes from 1987 to 1998. Graduated in Accounting Sciences at FMU - SP. Member of the Executive Committee at EY from 2016 to 2017. Manuel de Almeida Martins - Civil Engineer graduated from the School of Engineering of the Federal University of Rio de Janeiro (UFRJ) in 1971, with specialization in geotechnical engineering and dam engineering. He carried out activities for thirty years in studies, project detailing, construction monitoring, supervision, quality control, monitoring and assessments on safety of dams and foundation works in large Brazilian companies as a geotechnical engineer and department manager specialized in geotechnics. For the last twenty years, he has worked as an Independent Consultant in geotechnical engineering for infrastructure projects, mainly dams.

 

Vale's goal is to ensure the safety of structures and communities. In this sense, Vale is providing all necessary assistance and support to the impacted communities. With ANM's new regulatory parameters, within two months Vale will be able to state which structures will be resumed with security and stability and which will go through improvement works. On February 15th, 2019, Vale’s Board of Directors decided to create the Extraordinary Independent Consulting Committee for Dam Safety (“CIAESB”), to assist the Board with matters related to the diagnosis of the safety conditions, management and mitigation of the risks related to Vale’s tailings dams. The committee is also tasked with recommending, if needed, measures to be taken to strengthen safety conditions of the dams. The CIAESB, coordinated by Flávio Miguez de Mello, also includes Willy Lacerda and Pedro Repetto, all independent and external members. Please find below the detailed qualification of the CIAESB members. Report from Administration 5

 

Report from Administration 6 Flávio Miguez de Mello - Civil engineer with specialization in hydraulics (1967) from the Federal University of Rio de Janeiro (UFRJ), with master's degree in Geology Science (1975) from UFRJ. Miguez is a reference in engineering of dams. He has taken courses and trainings in the USA, Canada and Portugal, has taught courses at several universities since 1968, has published more than 100 technical papers in Brazil and abroad, and has managed consulting companies and technical institutions in Brazil and abroad, among which, the International Commission of Large Dams, the Brazilian Committee on Dams, the National Academy of Engineering in Brazil, the School of Engineering of UFRJ, and received several academic and professional awards. He has worked on several dam projects in Brazil and abroad. Willy Lacerda - Graduated in Civil Engineering from the Escola Nacional de Engenharia da Universidade do Brasil (1958), Masters’ degree in Geotechnical Engineering from University of California - Berkeley (1969) and PhD in Geotechnical Engineering from University of California - Berkeley (1976). He participated in the creation of the Geotechnical Institute of the city of Rio de Janeiro in 1966. During his teaching as a professor at COPPE - Federal University of Rio de Janeiro (UFRJ), from 1967 to 2007, he supervised over 50 Masters’ theses and 18 PhD dissertations. He has over 150 published papers in journals and academic congress publications. He is currently a collaborating professor at COPPE - Federal University of Rio de Janeiro (UFRJ). He has experience in Civil Engineering, with emphasis in slope stability, mainly acting on the following matters: embankments on soft clay, earth dams, landslides, slope stability, collapsible soils, soil mechanics and tropical soils. He was President of the Brazilian Association of Soil Mechanics and Geotechnical Engineering (ABMS) from 1996 to 2000, where he currently is a partner and permanent member of the Board of Directors. Former president of JTC1 – Joint Technical Committee on Landslides and Engineered Slopes, of the following three international societies: ISSMGE, ISRM and IAEG – from 2006 to 2010, where he currently stands as one of its core members. He received the title of Emeritus professor of UFRJ in October 2010. He was nominated for the National Academy of Engineering in Brazil (ANE) in 2012. He was nominated as Eminent Professor by Escola Politécnica of UFRJ in 2015. He is the coordinator of INCT - Geotechnical Institute for Rehabilitation of Slopes and Plains – REAGEO since 2008. Pedro Repetto - Mr. Repetto is a licensed civil-geotechnical engineer with over 50 years of experience in over 500 projects in 28 countries, including Brazil. Before becoming an independent consultant in 2008, he was Principal and Vice President of URS Corporation in Denver, where he served as Mining Business Line Manager, Office Manager, and Manager of the Engineering Division, the Civil/Geotechnical Group, and the Mining Group. His areas of expertise in the mining industry include tailings storage facilities, heap leach facilities, waste rock dumps, pit slope stability and foundations for mining structures. He has participated in the design and evaluation of dozens of tailings facilities comprising all types of tailings deposition technologies, including conventional slurry, high-density thickened tailings and dry stacking (filtered tailings). Mr. Repetto was a Principal Professor of

 

Vale's objective is to ensure the safety of structures and communities. As such, Vale is providing all necessary assistance and support to the impacted communities. (iv) Acceleration of the decommissioning or de-characterization process of upstream dams The fourth set of measures aims to prevent and further mitigate the risks of accidents involving dams in the future. In fact, the decommissioning or de-characterization process of the existing upstream dams was already underway and, after the rupture, the Company decided to accelerate the process for the remaining dams, which are already inactive. The projects are being prepared and will be submitted for the evaluation of the competent bodies so that the activities of the decommissioning or de-characterization process may start on an urgency basis. After the rupture of the Dam I of Córrego do Feijão, Vale underwent through internal transformations in its structure, processes and personnel. Many initiatives have already been taken and many other initiatives are being planned at the moment, with strengthening, even further, the safety of all of the Company’s operations. the objective of Report from Administration 7 Geotechnical Engineering at Catholic University of Peru for over 20 years. He served as an expert to the Federal Institute for Geosciences and Natural Resources of Germany for the organization and teaching of continuing education courses on mining wastes, including tailings. He has served as a Principal Investigator or co-Principal Investigator for three earthquake engineering research projects sponsored by National Science Foundation.

 

1 Updated on March 25th, 2019 Report from Administration 8 Main initiatives1 Humanitarian Actions From the first moments after the breach of Dam I, at the Córrego do Feijão Mine, in Brumadinho (MG), Vale has given its full support to those affected and their families. Humanitarian assistance includes, among other actions, psychological and social support, emergency medical care, accommodation in hotels, hostels and provisional housing, and a supply of food, personal hygiene items and essentials, medicines, clothing and transportation. Below are details of Vale’s actions in the region: •R$ 2.6 million transferred to the Municipality of Brumadinho to purchase emergency equipment and hire professionals in the health and psychosocial areas, with the objective of increasing the municipality's humanitarian aid to those affected. • R$ 8.4 million invested in state-of-the-art equipment for the Instituto Médico Legal (IML) in Belo Horizonte. • R$ 20 million invested in the support package to the Fire Service of Minas Gerais (CBMMG) for equipment purchase, infrastructure improvements and professional training. • Donations of R$ 100,000 for each affected family that has lost a member due to the breach: 269 payments made. • Donations of R$ 50 thousand, per property, to those who resided in the self-rescue zone: 91 payments made. •Donations of R$ 15 thousand to those who had their business affected (previous registration); 70 payments made. • Donation of R$ 5 thousand to each of the families living in the self-rescue zone of the Sul Superior dam of the Gongo Soco mine in Barão de Cocais: 148 payments made. • R$ 289 million used to purchase medicine, water, equipment and on various logistics costs. • More than 400 professionals currently working in 5 service stations for those affected in Brumadinho, Belo Horizonte, Nova Lima and Itabiritos. • More than 6.8 thousand medical and psychological consultations held. • More than 51 thousand pharmaceutical items purchased. •More than 44 million liters of water for human consumption, animal and agricultural irrigation were distributed to 21 municipalities. • 10 hospitals and health units mobilized to attend those affected. • 322 accommodations units made available.

 

Report from Administration 9 Emergency indemnification •The agreement with competent authorities allows the anticipation of emergency indemnification payment to Brumadinho residents and to people living next to Ri Paraopeba riverbank, between the cities of Brumadinho and Pompeú. •Indemnity amounts: monthly payment of one minimum wage per adult, 50% of the minimum wage per teenager, and 25% of the minimum wage per child, for a period of 12 months, starting from January 25th, 2019. •Vale will keep paying 2/3 of the salaries of all own and third-party employees who died in the breach until the company signs the final indemnity agreement, in addition to maintaining the wages of the missing employees. •Guarantee of employment or salary for own and third-party employees of Brumadinho, until December 31st, 2019. •Health insurance for the family members of deceased employees and third-party contractors, subject to a registration scheme, with coverage throughout the state of Minas Gerais. Widowers or partners will receive lifetime insurance while dependents will be covered until they reach the age of 22. • Psychological assistance to employees until discharge. • R$ 920 in daycare assistance for employees with children up to the age of 3. • R$ 998 in educational assistance for children of employees until they turn 18. Environment and fauna After the rupture of the Dam I, Vale implemented detailed monitoring activities in the river, including daily water and soil sampling and turbidity level analysis. •65 stations for daily water and sediment collection were installed along Paraopeba river, Três Marias reservoir and São Francisco river. The work – a compilation of 300,000 analyses carried out so far – is being conducted by four specialized laboratories hired by Vale and involves approximately 250 professionals. Vale hired the Coordination Department of Graduate Engineering Programs of the Federal University of Rio de Janeiro (Coppe-UFRJ) to evaluate the adopted methodology and validate the data already presented by the four laboratories. The assurance that the river can be recovered came from ecotoxicology tests that measured the effects of chemical elements in organisms that are sensitive to environmental changes, found along the Paraopeba basin

 

Report from Administration 10 and the San Francisco river, including the river mouth in the Atlantic Ocean. Tests with bacteria showed that the previous conditions are being maintained after the plume flow, being non-toxic in 97% of the samples. Regarding the fish contamination analyses, the results demonstrate zero toxicity for 100% of the samples collected from these aquatic organisms so far. Water supply The distribution of piped water by water utilities that supply the cities along the Paraopeba river and the metropolitan region of Belo Horizonte remain unaltered. However, as a preventive measure, Vale has been studying options to strengthen the supply system and to ensure water security for these populations, in the event of potential water shortages in the next drought periods. One example is what is being carried out in Pará de Minas, whose water supply depended on the Paraopeba river. Some emergency measures have already been taken, including the reactivation of three water catchment wells and improvement in the water pumping system in two other streams in the region. Drilling of new wells and surface catchment works are also underway. By the first half of 2020, Vale will build a 50-km pipeline that will collect water from the Pará river to directly supply Pará de Minas. The expected flow is expected to be 284 liters per second, the same quantity that the city collected from the Paraopeba river before the dam rupture. In the future, with the recovery of Paraopeba river, this pipeline will double the capacity to collect water to supply Pará de Minas, becoming a legacy to the city. Fauna • Rental of a farm and installation of a structure for sheltering and treating animals • 468 animals rescued. • 79 fishes rescued. •190 professionals (among veterinarians, biologists and technicians) working with the rescue of the local fauna. Vale also has two structures in place for the exclusive treatment of the affected animals that have been rescued, enabling emergency care and recovery so that they may be returned to their homes: Córrego do Feijão Veterinary Hospital, which is prepared for hospitalization and emergency surgeries, and the Fauna Shelter Farm, located near the city of Brumadinho, which has a medical outpatient clinic for emergency care and a shelter space for animals. Besides these units, considering animal care, we have the support of veterinary hospitals and clinics in Belo Horizonte.

 

Report from Administration 11 Tailings retention works Section 1 (up to 10 Km from the Dam I breach site): •Vale will build a dike (consisting of blocks of compacted rock) for the retention of the thicker and heavier tailings. In parallel, the transport and storage of rocks that will be used in the construction of the structure is in progress. •Vale will install more hydraulic barriers and small dams to assist in the tailings control process. •The company is also studying the implementation of a Water Treatment Station (ETA) to reduce the turbidity of the water in the Ferro-Carvão stream. The purpose is to return the cleaned water to the Paraopeba River. •The company has also begun removing the tailings that blocked a stretch of the Alberto Flores Avenue and the installation of a metal barrier to prevent the tailings from covering the road again. •Construction of a 50-meter metal bridge to restore access to the communities of Parque da Cachoeira and Córrego do Feijão to the central area of Brumadinho. Section 2 (10 to 30 Km area that stretches to the city of Juatuba): •Vale is mobilizing and installing equipment that will be used to dredge the coarsest debris, like sand and stones. The main objectives are cleaning and de-sanding the Paraopeba river channel. •The residue will be collected by two dredgers and will be properly disposed outside of the Permanent Preservation Area (APP) of the river. Section 3 (range of 170 Km of Paraopeba river between Juatuba and the Retiro Baixo Plant): •Installation of five turbidity barriers (membranes): three in the Pará de Minas region and two others in the municipalities of Juatuba and Betim, before the Igarapé Thermoelectric Plant; • Up to this moment, the efficiency of the barriers installed in the river results in a 10% to 15% reduction in the water turbidity levels. Residents and rural producers with activities in the affected region are receiving supplies of water for human consumption, drinking water for animals and irrigation water. The support is intended for farmers and families mapped by Vale, by the Agriculture Department of Brumadinho and by the Company for Technical Assistance and Rural Extension of the State of Minas Gerais (Emater-MG).

 

Report from Administration 12 Dams •The upstream dams, currently inactive, will be decommissioned or de-characterized. •The de-characterization assumes an intervention with the objective of completely stripping the structure of the characteristics that define it as a dam. Regarding the relocations •By determination of the ANM, Vale has raised to Emergency Level 2 alert of the Emergency Action Plan for Mining Dams (PAEBM) at the Sul Superior dam (Barão de Cocais); B3 / B4 and Vargem Grande dams (Nova Lima); and, Forquilha I, II, III and Grupo dams (Ouro Preto). •Vale preventively initiated level 3 of the PAEBM of Sul Superior after the independent audit team reported that the dam was at imminent risk of rupture. The level 3 warning siren was then activated as per the PAEBM's protocol. •Vale has reallocated approximately 700 people that live in the self-rescue zone (area of up to 10 km downstream from the tailings dam) in the municipalities of Barão dos Cocais, Nova Lima and Ouro Preto. •Out of this total amount, approximately 500 people are allocated to hotels and the remainder opted to stay with relatives. •In Brumadinho, the total amount of reallocated people was 265. •Detailing of people reallocated by dam: oBarão de Cocais, Nova Lima and Ouro Preto: Sul Superior: approximately 442 people Forquilhas I, II and III: 4 people B3/B4: 201 people Vargem Grande: 27 people oBrumadinho: Barragem I: 265 people Vale regrets the effects caused on the families of those affected and reiterates that it continues to provide all necessary support to the families until the situation is normalized.

 

Report from Administration 13 Financial and Accounting Impacts of the Rupture of Brumadinho Dam I Shareholders’ remuneration On January 27th, 2019, the Board of Directors determined the suspension of the Shareholders' Remuneration Policy, and consequently the non-payment of dividends and interest on capital, and any other resolution on the shares buyback. For further details on the payment of the minimum legal dividends referring to the year ended on December 31st, 2018, see “Shareholders’ remuneration.” Executive compensation At this same meeting, the Board of Directors also decided to suspend the payment of the variable compensation of the Executive Officers. These amounts will remain suspended until there is more clarity on the results of the ongoing investigation. Accelerated decommissioning or de-characterization plan Vale currently has dams built by the upstream heightening method, all of which are inactive. These structures will undergo de-characterization works and will cease to exist. The estimated numbers calculated on January 29th, 2019, four days after the event, based on preliminary studies, indicated expenditures of R$ 5 billion for the removal and reprocessing of all existing material in the dams, followed by the complete recovery of the areas. Prior to that, previous plans for the decommissioning of these dams were based on methods that ensured the physical and chemical stability of the structures, however, without the removal and processing of the existing tailings. After the event, the Company is working on a detailed plan of individual engineering for each of these dams that will allow their total de-characterization. Up to the present time it is not possible to estimate the costs to be incurred in these de-characterizations and, as soon as a reliable estimate is defined, the Company will disclose and recognize the obligation in 2019. Accounting impacts From an accounting point of view, the rupture of Dam I represents an event subsequent to the financial statements as of December 31st, 2018. Therefore, its accounting impacts will be reflected in the financial statements referring to the year of 2019, beginning with the financial statements for the quarter ended on March 31st, 2019.

 

Report from Administration 14 Vale is subject to significant liabilities and contingencies due to the rupture of Dam I. Vale is already participating in several investigations and judicial and administrative proceedings brought by authorities and by affected people, and new proceedings are expected. Vale is still evaluating these liabilities and contingencies and will make provisions, based on the agreements entered into. Due to the preliminary stage of the investigations and processes, it is not possible to determine a reliable set of results or estimates of the potential exposure related to the rupture of the Dam I at this time. Due to the rupture of the Dam I and the decision to stop operations to accelerate the decommissioning or de-characterization of upstream dams, Vale carried out the write-off of the assets of the Córrego do Feijão Mine and the assets related to upstream dams in Brazil, resulting in an accounting loss that will impact the Company’s balance sheet and income statement in the first quarter of 2019. The costs incurred to date are mainly related to donations, initial indemnification, humanitarian assistance, equipment, legal counsel, among others. Provisions and contingent liabilities Vale is still evaluating the potential liabilities that may arise from the failure of the Dam I. Due to the preliminary stage of the various claims and contingencies, it is not possible to determine a reliable set of results or estimates of the potential exposure. Therefore, the value of other costs related to the failure of the Dam I, which will be recognized in 2019, could not yet be estimated. For more information, refer to the explanatory notes of the financial statements of December 31st, 2018. Investigations, prosecutions and judicial asset freezing As a result of the failure of the Dam I, the state court of Minas Gerais determined, in injunctions handed down in compliance with the interlocutory reliefs filed by the Prosecution Office of the State of Minas Gerais and by the State of Minas Gerais, the unavailability and freezing of the approximate total value of R$ 11 billion from Vale. Of this amount, Vale was ordered to make a judicial deposit of approximately R$ 7.4 billion in compliance with two court orders.

 

Report from Administration 15 The Labor Court, in response to the request of the Labor Prosecution Office in the context of a public-interest civil action, determined: (i) the freezing of R$ 1.6 billion to ensure the indemnification of employees and contractors working in Córrego do Feijão Mine at the moment of the failure of the Dam I; (ii) the maintenance of the payment of wages to the relatives of the employees and contractors who disappeared, until the actual confirmation of life or death; (iii) payment of funeral expenses, transfer of bodies, burial of all its deceased employee and contractors; and, (iv) other administrative measures. The 2nd Civil Court of Nova Lima, at the request of the Public Defender’s Office of the State of Minas Gerais and the Public Prosecution Office of the State of Minas Gerais, determined the freezing of funds on Vale's bank accounts amounting to R$ 1 billion, aiming to ensure potential reimbursements to cover for losses from the removal occurred in the community of São Sebastião de Águas Claras - Macacos. The Court of Barão de Cocais determined the freezing of Vale's funds on the amount of R$ 2.95 billion, aiming to ensure the reimbursements of any potential losses, property and non-property related, suffered by the people affected by removal that occurred or that may occur in relation to Sul Superior Dam, of the Gongo Soco Mine, in Barão de Cocais. The Court of Belo Horizonte determined the presentation of a report issued by an independent technical auditing firm on the stability condition of the Sul Superior structure, in Gongo Soco, and the development of an action plan to be submitted for approval by ANM and Environmental Secretary of the State of Minas Gerais (Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável – SEMAD). The judge on duty refused to grant the request for freezing of Vale’s funds on the amount of R$ 120 million to cover for the cost of the technical auditing of the structures included in the Public Civil Action. In addition, Brazilian Institute of the Environment and Renewable Natural Resources (Instituto Brasileiro de Meio Ambiente e dos Recursos Naturais Renováveis – IBAMA) and SEMAD imposed administrative sanctions in the amount of R$ 250 million and approximately R$ 99 million, respectively. In addition to the processes described above, Vale is a defendant in several other investigations, including criminal investigations, administrative and judicial proceedings, which may result in other asset freezes, payments of fines and indemnifications.

 

Specifically, in regards to indemnifications, the Company has the objective of reaching agreements with the competent authorities in order to efficiently support the affected people and promote the due reparation to the other damages caused. Report from Administration 16 Class actions in the United States Vale and some of its executives were considered defendants in claims for civil class actions in federal courts in New York brought by holders of American Depositary Receipts ("ADR") issued by Vale, based on the U.S. Federal Securities Laws. The lawsuits claim that Vale made false and misleading statements or failed to make disclosures related to the potential risks and hazards of the failure of the Dam I of Córrego do Feijão mine. The plaintiffs did not specify the value of the alleged damages in those actions. Vale intends to defend itself from these proceedings and to prepare a complete defense against these claims. As a consequence of the preliminary nature of these lawsuits, it is not possible to determine a reliable set of results or estimates of the potential exposure at this moment, therefore, it was not possible to estimate the amount of the provision that will be recognized in 2019. For more information, refer to the explanatory notes of the financial statements of December 31st, 2018.

 

Corporate socio-environmental responsibility Investments Throughout 2018, Vale invested R$ 2.1 billion in corporate socio-environmental responsibility. This total is a result of the sum of R$ 1.7 billion invested in environmental protection and conservation and another R$ 421 million regarding social programs. Through the Vale Foundation, the investment was R$ 51 million in social projects that prioritize work and income generation, health and education in 67 municipalities in the states of Pará, Maranhão, Minas Gerais, Espírito Santo, and Rio de Janeiro. For 2019, Vale will have the Social Investment area, created at the end of 2018, with the objective of ensuring effectiveness and compliance of the company's and Vale Foundation's socio-cultural projects. Vale's commitment to climate change was reflected in the establishment of a new goal of reduction of carbon emissions in 2018: 16% by 2030, based on the year 2017, increasing from the previous goal of 5% by 2020. The goals for 2030 were also revised and expanded for water savings and for the recovery of degraded areas. They respectively aim to reduce globally the specific use of new water by 10% and to recover 100,000 hectares of degraded area in our operations and in adjacent areas. With two years of voluntary membership in the Task Force on Climate-related Financial Disclosures (TCFD), Vale prepared, in 2018, scenarios studies recommended for both low carbon saving and failure to meet the target defined in the Paris Agreement. These studies will support the identification of key risks and material opportunities related to climate change. With regard to Human Rights, in 2018, Vale invested in the training in Human Rights for its leadership, with a recommendation to be carried out by all employees. The company is a signatory to the Guiding Principles on Safety and Human Rights, and has its policy on the subject published since 2009. The involvement of employees and managers is reinforced by the Sustainability KPI program, which impacts on variable remuneration and covers critical environmental and social issue indicators. Renova Foundation Report from Administration 17

 

The work performed by the Renova Foundation, with the objective of achieving socio-environmental and socio-economic restoration of the region impacted by the failure of Fundão Dam in 2015, belonging to Samarco, has been evolving consistently. Since November 2015, approximately R$ 5.3 billion have been invested in the programs agreed in the Transaction and Consent Decree (TTAC), with R$ 4.8 billion in remediation actions and R$ 0.4 billion in compensation actions. In the scope of remediation actions, since 2015, approximately R$ 1.3 billion have been paid in indemnities, representing more than 26 thousand people assisted. In 2018, investments totaled more than R$ 2.0 billion, R$ 596 million of which in indemnities. As important socio-environmental milestones, the planting of 800 hectares, the enclosure of APPs (Permanent Preservation Areas) in 37 rural properties and around 1,000 springs in the process of restoration, are expected to reach another 500 in 2019. In the socio-economic context, it is worth highlighting the construction in progress of Novo Bento Rodrigues, and the approval of the urban project of Paracatu for more than 90% of the families, besides the indemnities paid. Commitments One of the socio-environmental commitments assumed by Vale is the decommissioning or de-characterization of all its dams built using the upstream heightening method. The plan was presented to the Brazilian authorities in January 2019, in the face of the tragic failure of Dam I of Córrego de Feijão Mine in Brumadinho (MG), and also plans to de-characterize structures such as tailings dams to reintegrate them into the environment. The initial estimate, based on preliminary studies carried out on January 29th, 2019, indicated expenditures of R$ 5 billion for the removal and reprocessing of all material in the dams, followed by the total recovery of the areas in the process of de-characterization. Prior to the event, plans for the de-characterization of these dams were, up to that moment, based on methods that ensured the physical and chemical stability of structures without necessarily predicting the removal and processing of existing tailings. After the event, the Company is working on a detailed plan of individual engineering for each of these dams that will allow its total de-characterization. Up to the present time it is not possible to define the costs to be incurred in these de-characterizations and as soon as a new solid estimate is defined, the Company will disclose and recognize the obligation in 2019. In order to carry out the decommissioning works of the upstream dams with speed and safety, Vale will temporarily halt the production of the units where the structures are located, with resumption of operations as the decommissioning works are completed. Report from Administration 18

 

Impacts on production Following the Brumadinho dam rupture, Vale´s iron ore fines annualized production was impacted by the equivalent of about 92.8 Mtpy: • 40 Mtpy from Feijão, Vargem Grande and Fábrica complexes, as a result of the following events: (i) on February 4th, 2019 (and again on February 20th, 2019), Vale disclosed its intention to advance the de-characterization/decommissioning process of all its upstream dams; (ii) on February 18th, 2019, ANM published the new Resolution N° 4 recommending higher dam safety parameters; (iii) on February 20th, 2019, Vale confirmed that Vargem Grande, Grupo and Forquilha I, II and III tailings dams safety parameters could be potentially lower than what the new resolution recommended; and, (iv) on February 20th, 2019, ANM promoted inspections to the sites and determined the suspension of activities at the entire Vargem Grande Complex and Fábrica Mine; as informed in the press release “Clarification on the Vargem Grande, Grupo and Forquilha I, II and III dams,” dated March 1st, 2019. 30 Mtpy from Brucutu mine, following the decision held by the Court of the Comarca of Santa Barbara, within the scope of the public civil action no 5000153-77.2019.8.13.0572, filed by the Public Prosecution Office of the State of Minas Gerais (“MPMG”), as informed in the press release “Vale reports on Public Civil Actions,” dated March 25th, 2019. 12.8 Mtpy from Timbopeba mine, following the decision held by the 2nd Civil Court of the Comarca of Ouro Preto, within the scope of the public civil action n° 5000435-60.2019.8.13.0461, filed by the MPMG, as informed in the press release “Vale on the Timbopeba mine operations,” dated March 15th, 2019. 10 Mtpy from Alegria mine, following Vale’s decision to temporarily suspend on a preventive basis the Alegria mine operation, as informed in the press release “Vale informs on operation of the Alegria mine,” dated March 20th, 2019. • • • Pellets production was impacted by 11 Mtpy, as result of the stoppage of the Fábrica and Vargem Grande pelletizing plants, as informed in the press release “Vale announces the decommissioning of all its upstream tailings dams,” dated January 29th, 2019. Transparency Vale presents its Sustainability Report annually as an initiative for transparency and disclosure of information on the main topics related to its business. The sustainability report is produced in accordance with the GRI methodology, the most widely disseminated internationally, and its latest version is available on the company's website. Report from Administration 19

 

Corporate Governance Vale, its leadership and employees guide their behavior by the highest ethical standards. However, if a deviation is suspected, the company has an Ethics and Conduct Office channel that can be used by anyone, including employees, contractors, suppliers, and members of communities within the company's areas of activity. Complaints made to the company's Ethics channel are handled by Vale's Ethics and Conduct Office, an independent area, reporting to the Board of Directors and Fiscal Council, responsible not only for the treatment of complaints received, but also for disclosure of the Company's Code of Ethical Conduct. In 2018, Vale's Board of Directors approved a relevant update to the company's Code of Ethics and Conduct. The new Code has been widely disclosed to employees and is available on the intranet and the internet in 8 languages. In 2018, Vale's Ethics and Conduct Office Channel received 2,709 complaints, with 77.4% of them being investigated. Among the complaints made, 44.6% were confirmed. All confirmed cases are handled through a plan of action defined by the company's managers and approved by the Ethics and Conduct Office. The Ethics and Conduct Office's verifications led to the creation of 3,844 corrective actions, including the termination of 214 employees. Vale continued the progress of corporate governance practices started in 2017 and had its landmark entry into "Novo Mercado" in December, the segment with the highest corporate governance standard in Brazil. Vale is preparing to become a company with pulverized capital by 2020 and is strengthening its corporate governance. In this sense, the Board of Directors revisited most of the company's core policies, such as: (i) Corporate Integrity; (ii) Code of Ethics; (iii) Related Parties; (iv) Socio-environmental; (v) Risk Management; (vi) Remuneration to Shareholders; (vii) Securities Trading; and, (viii) Disclosure of relevant information. Another highlight of 2018 was the review of the Corporate Risk Management model, which involved several areas of the company. It is also worth noting the continuous efforts to increase transparency, especially in relation to remuneration practices, with emphasis to changes in remuneration packages, which have been made in line with the highest international standards, among which: (i) mandatory ownership of shareholding position for Executive Board; (ii) greater discretionary weight in determining individual goals privileging meritocracy; and, (iii) greater weight of long-term variable remuneration. Report from Administration 20

 

2018 was also the first year of disclosure of the Report on the Brazilian Code of Corporate Governance (CBGC), which requires the observation of 31 items covering matters related to ethics and conflict of interest, Board of Directors, executive board, and practices that impact the shareholders. Vale fully adhered to 80% of the practices recommended by the CBGC and, in 17% of practices, the adherence was partial. Operational and economic-financial performance Selected financial indicators Net operating revenues Adjusted EBIT1 Adjusted EBIT margin1 (%) Adjusted EBITDA2 Net income (loss) 134,483 108,532 94,633 48,825 37,150 28,799 36.3% 34.2% 30.4% 61,065 48,992 40,906 25,657 17,627 13,311 1 Excluding on e-off effects. E B IT = E arnings before interest and taxes. E BITDA : E arnings before interest, taxes, depreciation an d am ortization. ² E xcluding o ne-off effects. Reconciliation of EBITDA Consolidated of continuing operations Depreciation, amortization and exhaustion 12,240 11,842 12,107 Net financial result 18,058 9,650 (6,302) Items for Adjusted EBITDA reconciliation Results from equity in associates and joint ventures 693 277 3,242 Dividends and interest received in associates and joint ventures 1,433 1,313 669 Report from Administration 21 Adjusted EBITDA from continuing operations61,06548,99240,906 Impairment and other results in associates and joint ventures2,2408833,940 Special events1,283142228 EBITDA55,41646,37732,827 Income taxes(966)4,6079,567 Net income (loss) from continuing operations26,08420,27817,455 R$ million201820172016 R$ million201820172016

 

Performance of business segments Ferrous Minerals Adjusted EBITDA in the Ferrous Minerals segment was R$ 54.2 billion in 2018, R$ 10.9 billion higher than in 2017, mainly due to the positive impact of the exchange rate variations (R$ 9.1 billion), higher realized prices2 (R$ 3.8 billion), and higher sales volumes (R$ 4.0 billion), which were partially offset by higher costs and expenses (R$ 6.2 billion). Costs and expenses3 of iron ore and pellets totaled R$ 47.1 billion, R$ 6.2 billion4 more than in 2017, mainly due to the higher costs of maritime freight and the increase in the rate of iron ore royalties. The average realized price of iron ore fines, encompassing CFR and FOB sales5, was US$ 66.2/t in 2018, 3.0% above the US$ 64.2/t realized in 2017. The average price of pellets increased from US$ 109.2/t in 2017 to US$ 117.5/t in 2018. Base Metals Adjusted EBITDA of Base Metals was R$ 9.3 billion in 2018, 29% higher than the R$ 7.2 billion registered in 2017, mainly due to higher prices (R$ 2.5 billion), the favorable impact of exchange rate variations (R$ 1.4 billion) and lower expenses (R$ 212 million), which were partially offset by higher costs (R$ 1.3 billion) and lower volumes (R$ 812 million). This reflects Vale's strategic decision to reduce the nickel production profile and prioritize the generation of value over volume. In addition, in line with its strategy of exploiting the potential of Vale's nickel premium products, the average realized price in 2018 was US$ 13,667/t, US$ 545/t above the average LME price of US$ 13,122/t in the year, a nickel price performance 4.2% above LME prices, the highest percentage above the benchmark since 2002. The average realized price of copper decreased by approximately 6.5%, from US$ 5,970/t in 2017 to US$ 5,583/t in 2018, mainly due to the decrease in the market benchmark. Nickel sales volumes decreased from 295,000 t in 2017 to 236,000 t in 2018, also reflecting the strategic decision to reduce nickel production and prioritize the generation of value over volume in the business. Copper sales volumes decreased from 424,000 t in 2017 to 379,000 t in 2018, 2 Excluding the effect of exchange rate variations. 3 Excluding depreciation and amortization. 4 Excluding the effect of exchange rate variations and higher volumes. 5 CFR (Cost and Freight) sales include maritime freight in the price and FOB (Free on Board) sales consider the product delivered at the loading port and therefore do not include sea freight. Report from Administration 22

 

mainly due to the strategic decision to reduce nickel volumes in Canada, which led to lower copper production as a by-product of North Atlantic operations. Coal In 2018, the Coal business faced operational bottlenecks, which were boosted by the rains both at the beginning and the end of the year, affecting the pace of ramp-up and impacting metallurgical coal production. In response, management decided to stabilize the operation by implementing important initiatives, such as: preparation of new mine pits selected for tailings disposal, transfer of knowledge and support from iron ore operations, and expansion of waste removal. The smaller volumes impacted the dilution of the tariff of the Nacala Logistics Corridor, which was in force for the entire year of 2018, but only partially during 2017. Additionally, to a lesser extent, costs were also impacted by the structural changes mentioned above. These combined effects, partially offset by higher prices, were the main factors affecting the adjusted EBITDA for the coal business, which totaled R$ 617 million in 2018 vs. R$ 1.153 billion in 2017. The average realized price of metallurgical coal was US$ 190.6/t in 2018, 10.4% above the US$ 172.7/t achieved in 2017, while the average price of thermal coal increased by 19%, from US$ 71.0/t in 2017 to US$ 84.2/t in 2018. Sales volumes of metallurgical coal were 6.2 Mt in 2018, reducing 0.9 Mt in relation to 2017 due to severe weather conditions at various times of the year and the process of opening new mining fronts. Sales volumes of thermal coal increased from 4.6 Mt in 2017 to 5.4 Mt in 2018. Report from Administration 23

 

Net income Net income in 2018 was R$ 25.7 billion, R$ 8.0 billion higher than in 2017, mainly due to the higher cash generation measured by EBITDA of R$ 12.1 billion and the lower impact of the negative result from discontinued operations of R$ 2.2 billion, which were partially offset by the predominantly non-cash negative effect of the depreciation of the BRL of 14.5% in 2018, which reduced net income by R$ 9.3 billion. Impairments Asset impairments and the recognition of onerous contracts (excluding impairment on investments6) from continuing operations, both with no cash effect, totaled R$ 2.2 billion in 2018, mainly due to the costs of long-term contracts of the Midwest System river transport and port service, which have a guaranteed minimum volume (R$ 1.5 billion). R$ million Other assets 713 Total 2,240 6 From associates and joint ventures. Report from Administration 24 Onerous contracts1,527 Impairment of assetsTotal impairment in 2018 Diversified segments

 

Shareholders’ remuneration As a result of the failure of Dam I of Córrego de Feijão mine in Brumadinho (MG) on January 27th, 2019, Vale’s Board of Directors, at an extraordinary meeting, decided to suspend the Shareholders' Remuneration Policy, and the non-payment dividends and interest on capital, as well as any other resolution on the repurchase of shares of its own issuance. Under Brazilian law, there is an obligation of shareholders' remuneration of 25% of the company's profit in the fiscal year. Vale has already paid remuneration to shareholders at a level significantly above the legal minimum threshold through the payment of interest on capital in the amount of R$ 7.694 billion on September 20th, 2018. This amount was paid as an advance payment on the minimum remuneration for the period ended December 31st, 2018. The net profit to be used as the basis for calculating the mandatory minimum remuneration to the shareholder in 2018 was R$ 22.877 billion, which consists of Vale's net accounting profit in 2018 (R$ 25.657 billion), less the amount of legal minimum reserves and tax incentives (R$ 2.780 billion), in line with applicable legislation. The share of 25% of this amount is equivalent to R$ 5.719 billion. Considering that the distribution of interest on capital is subject to the withholding of 15% of income tax on the part of the shareholders and also taking into account that the regulation defines that the amount of 25% of the profit to be distributed must refer to the net value received by the shareholders after deduction of such taxes, the mandatory minimum remuneration to the shareholder for 2018 – as defined established in the articles of incorporation – was R$ 6.729 billion. by Brazilian law and Report from Administration 25

 

Investments Investments in 2018 remained in line with 2017, totaling US$ 3.784 billion, consisting of US$ 888 million in project executions and US$ 2.896 billion in maintenance of operations. Progress indicators7 2H19 a A dditional net capacity. b Original Cap ex budg eted at US $ 11.5 82 billion vs. current disbursem ent trend of US $ 7.85 0 billion by the end of th e project. Investments in the maintenance of operations increased by US$ 666 million in 2018, mainly due to investments in digital transformation and automation, the return of pelletizing plants, the project to recover iron ore fines from the Gelado dam, and the underground expansion project of Voisey's Bay mine in Canada. US$ million 2016 2017 2018 Projects 3,102 1,617 888 Total 5,190 3,848 3,784 Investment made by business area1 US$ million 2016 2017 2018 Ferrous Minerals 3,248 2,680 2,392 Base Metals 1,057 1,009 1,223 Energy 73 34 12 Steel 201 6 - Total 5,190 3,848 3,784 1 Excluding R& D. ² In 2015 and 2016, corporate investments were allocated to their respective business areas, whereas in previous years they were allocated to Others. Investments in dam management Investments in dam management in Brazil had already been reinforced continuously since the failure of the Fundão dam of Samarco in 2015. These investments are expected to reach R$ 256 million (approximately US$ 70 million) in 2019, according to the budget approved by the 7 In the table, we do not include pre-op erating expe nses in the estim ated Cap ex for the year, althou gh these exp enses are include d in the total estim ated C apex colum n, in line with our approval process by the B oard of D irectors. In ad dition, our estim ate fo r Cap ex of the year is reviewe d only once a year. Report from Administration 26 Others111 Coal612118156 Maintenance of existing operations2,0882,2302,896 Estimated ProjectCapacitystart-up (Mtpa)date Realized CapexEstimated Capex (US$ million)(USD million) Physical progress 2018Total2019 Total Ferrous Minerals projects CLN S11D230 (80)a1H14 to5787,146209 7,679b97%

 

company in 2018, an increase of approximately 180% compared to the R$ 92 million (approximately US$ 30 million) invested in 2015. Investments in dam management Management of dams 111 92 109 180 241 256 ¹ Amounts approved in the company’s business plan for 2019 From 2016 to 2019, investments in dam management will total R$ 786 million (approximately US$ 220 million), being applied to maintenance and safety actions for dams, such as maintenance, monitoring, improvements, audits, risk analysis, revisions of the Emergency Action Plan for Mining Dams (PAEBM), implementation of warning systems, video monitoring and instrumentation, making it the most significant category with respect to investments in waste dumps and tailings dams, representing more than 30% of the total amount invested. Investment in waste dumps and tailings dams 474 226 152 202 221 435 Brazil Other countries Exchange rate R$ / US$ 407 67 2.35 174 52 3.33 131 21 3.49 191 11 3.19 178 43 3.65 225 210 3.76 956 576 456 608 654 845 Management of dams New conventional dams Heightening Waste dumps Others 111 391 168 203 83 92 230 139 109 6 109 115 94 86 52 180 241 96 79 12 241 140 188 81 4 256 222 203 101 63 ¹ Amounts approved in the company’s business plan for 2019 Investments in new dams, all built by the conventional method, reflect the company's operational needs and the implementation schedule of each of the projects in execution. Between 2014 and 2016, important dam building projects of dams have been carried out at Vale, such as the Norte Brucutu Dam (2015) and Forquilha V Dam (2016) in Minas Gerais, and the construction of the Maravilhas III Dam started in 2016. It is important to emphasize that all Vale's new dam constructions follow the conventional construction method, in line with the decision made in 2016, following the failure of Samarco's dam in Mariana, to render inactive and decommission or de-characterize the upstream dams and whose implementation will be accelerated, as stated in the press release of January 29th, 2019. With the continuous increase in dry processing, from 45% in 2014 to 60% in 2018 and 70% in 2023, the investments in new dams and heightening of dams tend to be reduced accordingly. Report from Administration 27 Total investments in waste dumps and tailings dams in Brazil, in R$ In million2014201520162017201820191 Total investments in waste dumps and tailings dams, in US$ R$ million2014201520162017201820191

 

In addition, to treat wet processing tailings, Vale informs that it plans to invest approximately R$ 1.5 billion (about US$ 390 million) in the implementation of dry stacking technology from 2020 onwards, with pilot projects to evaluate the use of technology on an industrial scale. This initiative adds to the acquisition of New Steel for US$ 500 million, announced on December 11th, 2018, with innovative technologies for dry processing of iron ore. Investments in Health and Safety Vale has also made significant investments in health and safety, mainly in electrical rehabilitation, structural rehabilitation and operational adequacy, fire prevention and firefighting systems, as well as other actions aimed at mitigating risks and complying with legal requirements. In 2014 and 2015, Vale executed large projects of electric rehabilitation and firefighting, as well as structural rehabilitation actions and, consequently, investments in 2017 decreased to R$ 479 million. Since then, Vale has been increasing its investments in projects related to health and safety and, in 2018, R$ 673 million were invested, a 41% increase compared to 2017. The 2019 budget approved by the Board of Directors in 2018 foresees an even greater investment in health and safety, representing an increase of 30% in relation to the amount realized in 2018, and the highest amount in the last five years. Investment in health and safety Investments in H&S, in US$ 360 353 198 207 233 291 Brazil 317 178 125 151 184 233 Other countries 43 175 73 56 49 58 Exchange rate R$/US$ 2.35 3.33 3.49 3.19 3.65 3.76 744 593 435 479 673 877 Brazil, in RS$ ¹ Amounts approved in the company’s business plan for 2019 Report from Administration 28 Total investments in H&S in R$ million2014201520162017201820191

 

Debt indicators Vale managed to reach its net debt target of US$ 10 billion, reducing it to US$ 9.650 billion as of December 31, 2018, a decrease of US$ 8.493 billion compared to the position as of December 31, 2017. The leverage, as measured by net debt/LTM8 EBITDA, decreased to 0.6x. In 2018, the benefits of Vale having lower debt levels could be seen in the reduction of gross interest, which was reduced by 31% from US$ 1.697 billion in 2017 to US$ 1.185 billion in 2018. Gross debt totaled US$ 15.466 billion on December 31, 2018, representing a reduction of US$ 1.344 billion compared to September 30, 2018 and US$ 7.023 billion compared to December 31, 2017. The reduction in gross debt compared to 2017 was mainly due to the repayment of US$ 7.753 billion in 2018, including the repurchase of bonds maturing in 2020, 2021, 2022, 2036 and 2042. The average term of the debt remained at 8.9 years on December 31, 2018, in line with the average term of December 31, 2017. The average cost of debt after foreign exchange and interest rate swap transactions was 5.07% per year on December 31, 2018, in line with the value of 5.06% per year on December 31, 2017. Debt indicators Gross debt 29,322 22,489 15,466 Net debt 25,042 18,143 9,650 Gross debt / LTM EBITDA adjusted1 (x) 2.4 1.5 0.9 LTM EBITDA adjusted1 / gross interest expenses (x) 6.8 9.0 14.0 Gross debt / EV2 46.2% 27.4% 19.7% 1 Excluding non-recurring effects 2 EV = market value on 12/28/2018 plus net debt 8 LTM = last twelve months Report from Administration 29 in US$ million201620172018

 

Policy regarding independent auditors Vale has specific internal procedures for the pre-approval of services contracted with its external auditors, in order to avoid conflict of interest or the loss of objectivity of its external independent auditors. Vale's policy, in relation to independent auditors and in the provision of services not related to external auditing, is based on principles that preserve its independence. In line with best corporate governance practices, all services provided by our independent auditors are supported by a letter of independence issued by the auditors and pre-approved by the Fiscal Council. According to CVM Instruction 381/2003, the services contracted with external auditors of the company KPMG Auditores Independentes, for a biennial term until April 2019, for the financial year of 2018 for Vale and its subsidiaries were as follows: 15,544 92.6 Financial Audit Audit Related Services² 51 0.3 1 Percentage relating to total fees of external audit services. 2 Those services are mostly contracted for periods of less than one year. Vale Board of Directors approved the contracting of PricewaterhouseCoopers Auditores Independentes (PwC), replacing KPMG Auditores Independentes (KPMG), to provide audit services for its financial statements for a period of five years beginning in 2019. That service will start to be provided as of the review of the quarterly information (ITRs) for the period ending on June 30th, 2019. The replacement of KPMG by PwC aims to comply with the provisions of art. 31 of CVM Instruction 308/99, which determines the rotation of independent auditors every five years, and was approved by current auditors. Report from Administration 30 Total External Audit Services16,789100.00 Auditing - Sarbanes Oxley Act1,1947.1 Fees in R$ thousandVale and subsidiaries%¹

 

Accounting information Income statement R$ million 2018 2017 2016 Net operating revenue 134,483 108,532 94,633 Cost of goods sold and services provided (81,201) (67,257) (61,143) Gross profit 53,282 41,275 33,490 Gross margin (%) 39.6% 38.0% 35.4% Selling and administrative expenses (1,917) (1,697) (1,755) Research and development expenses (1,376) (1,086) (1,098) Pre-operating and stoppage expenses (984) (1,317) (1,570) Other operational expenses, net (1,613) (1,338) (937) Impairment and others results in non-current assets (3,523) (1,025) (4,168) Operating profit 43,869 34,812 23,962 Financial revenues 1,549 1,532 606 Financial expenses (8,394) (10,512) (9,295) Other financial items (11,213) (670) 14,991 Equity results in associates and joint ventures (693) (277) (3,242) Income (loss) before taxes 25,118 24,885 27,022 Current tax (2,806) (2,664) (3,307) Deferred tax 3,772 (1,943) (6,260) Net income (loss) from continuing operations 26,084 20,278 17,455 Net income (loss) attributable to noncontrolling interest 117 65 (6) 25,967 20,213 17,461 shareholders Discontinued operations Losses from discontinued operations (310) (2,608) (4,159) Income (loss) attributable to noncontrolling interest - (22) (9) Income (loss) from discontinued operations attributable to Vale’s shareholders (310) (2,586) (4,150) Net income (loss) 25,774 17,670 13,296 Net income (prejuízo) attributable to noncontrolling interest 117 43 (15) Net i ncom e (loss) attri butabl e to V al e’ s shareholders 25,657 17,627 13,311 Equity income (loss) by business segment R$ million 2018 2017 2016 Ferrous Minerals 1,540 846 616 Coal 58 63 (18) Base Metals 5 2 (4) Steel (578) (714) 242 Others 120 105 275 Total 1,145 302 1,111 Report from Administration 31 Net income (loss) from continuing operations attributable to Vale’s

 

Balance sheet – consolidated Current 59,256 62,701 73,547 Non-current 51,631 43,965 34,092 Permanent 230,826 221,431 215,057 Total 341,713 328,097 322,696 Liabilities Current 35,285 43,357 36,610 Non-current liabilities 132,745 136,634 152,384 Net assets 173,683 148,106 133,702 Share capital 77,300 77,300 77,300 Reserves 42,502 24,539 13,698 Others 50,601 41,919 36,243 Equity attributable to non-controlling interests 3,280 4,348 6,461 Total 341,713 328,097 322,696 Report from Administration 32 R$ million201820172016 Assets

 

 

Vale’s Performance in 2018

 

www.vale.com vale.ri@vale.com Tel.: (55 21) 3485-3900 Investor Relations André Figueiredo André Werner Carla Albano Miller Fernando Mascarenhas Samir Bassil Bruno Siqueira Clarissa Couri Renata Capanema Department Except where otherwise indicated the operational and financial information in this release is based on the consolidated figures in accordance with IFRS. Our quarterly financial statements are reviewed by the company’s independent auditors. The main subsidiaries that are consolidated are the following: Companhia Portuária da Baía de Sepetiba, Mineração Corumbaense Reunida S.A., Minerações Brasileiras Reunidas S.A. PT Vale Indonesia Tbk, Salobo Metais S.A, Vale International Holdings GMBH, Vale Canada Limited, Vale International S.A., Vale Manganês S.A., Vale Malaysia Minerals Sdn. Bhd., Vale Moçambique S.A., Vale Nouvelle-Calédonie SAS, Vale Oman Pelletizing Company LLC and Vale Oman Distribution Center LLC. This press release may include statements about Vale's current expectations about future events or results (forward-looking statements). 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" “will” and "potential," among others. All forward-looking statements involve various risks and uncertainties. Vale cannot guarantee that these statements will prove correct. These risks and uncertainties include, among others, factors related to: (a) the countries where Vale operates, especially Brazil and Canada; (b) the global economy; (c) the capital markets; (d) the mining and metals prices and their dependence on global industrial production, which is cyclical by nature; and (e) global competition in the markets in which Vale operates. Vale cautions you that actual results may differ materially from the plans, objectives, expectations, estimates and intentions expressed in this presentation. Vale undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information or future events or for any other reason. To obtain further information on factors that may lead to results different from those forecast by Vale, please consult the reports that Vale files with the U.S. Securities and Exchange Commission (SEC), the Brazilian Comissão de Valores Mobiliários (CVM), the French Autorité des Marchés Financiers (AMF) and, in particular, the factors discussed under “Forward-Looking Statements” and “Risk Factors” in Vale’s annual report on Form 20-F. Cautionary Note to U.S. Investors - The SEC permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We present certain information in this presentation, including ‘measured resources,’ ‘indicated resources,’ ‘inferred resources,’ ‘geologic resources’, which would not be permitted in an SEC filing. These materials are not proven or probable reserves, as defined by the SEC, and we cannot assure you that these materials will be converted into proven or probable reserves, as defined by the SEC. U.S. Investors should consider closely the disclosure in our Annual Report on Form 20-K, which may be obtained from us, from our website or at http://http://us.sec.gov/edgar.shtml. The information contained in this press release includes financial measures that are not prepared in accordance with IFRS. These non-IFRS measures differ from the most directly comparable measures determined under IFRS, but we have not presented a reconciliation to the most directly comparable IFRS measures, because the non-IFRS measures are forward-looking and a reconciliation cannot be prepared without unreasonable efforts. Conference call and webcast on Thursday, March 28th Portuguese (non-translated) at 10:00 a.m. Rio de Janeiro time Brazil: (55 11) 3193-1001 or (55 11) 2820-4001 USA and Canada: (1 800) 492-3904 or (1 800) 469-5743 Other countries: (1 646) 828-8246 or (1 646) 291-8936 Access code: VALE English, at 12:00 p.m. Rio de Janeiro time (11:00 a.m. New York time, 3:00 p.m. London time). Brazil: (55 11) 3193-1001 or (55 11) 2820-4001 USA and Canada: (1 866) 262-4553 Other countries: (1 412) 317-6029 Access code: VALE The conference call and presentation will be transmitted live via webcast available at: www.choruscall.com.br/vale/4q18.htm

 

Rupture of Brumadinho Dam I In the early afternoon of January 25th, 2019, there was a rupture of the Dam I in the Córrego do Feijão Mine in Brumadinho (MG) and, since then, Vale has been making every effort to meet the needs of those affected and to mitigate damages. Since the first days following the rupture of the Dam I, Vale’s initiatives have had four main purposes: (i) assistance to the affected people and recovery of the area affected by the rupture of the Dam I; (ii) determination of the causes of the rupture of the Dam I; (iii) ensure the safety of our existing upstream structures and of the communities nearby; and, (iv) acceleration of the decommissioning or de-characterization process of our remaining upstream dams. Extensive details about all those initiatives may be found at the “Report from Administration” published on March 27th, 2019. Vale’s performance in 2018 Selected financial indicators Net operating revenues 9,813 9,543 9,167 Adjusted EBIT 3,699 3,476 3,133 4,3251 Adjusted EBITDA 4,467 4,109 Iron ore - 62% Fe reference price 71.6 66.7 65.6 Net debt 9,650 10,704 18,143 Net operating revenues 36,575 33,967 7.7 Adjusted EBIT 13,242 11,630 13.9 Adjusted EBITDA 16,593 15,338 8.2 Net income (loss) 6,860 5,507 24.6 1 Includes provision for litigation. 3 Capital expenditures3,7843,848(1.6) Adjusted EBITDA margin (%)45%45%1.5 Adjusted EBIT margin (%)36%34%5.9 Total costs and expenses23,72122,7434.3 US$ million20182017% Capital expenditures1,497692977 Net income (loss)3,7861,408771 Adjusted EBITDA margin (%)46%45%45% Adjusted EBIT margin (%)38%36%34% Total costs and expenses6,2346,1006,270 US$ million4Q183Q184Q17

 

Adjusted EBITDA Adjusted EBITDA Net operating revenues 9,813 9,543 9,167 36,575 33,967 SG&A (141) (136) (146) (523) (531) Pre-operating and stoppage expenses (66) (60) (125) (271) (413) Dividends and interests on associates and JVs 120 33 236 388 406 Adjusted EBIT 3,699 3,476 3,133 13,242 11,630 Depreciation, amortization & depletion 768 849 976 3,351 3,708 Adjusted EBITDA 4,467 4,3252 4,109 16,593 15,338 65.6 Iron ore - 62% Fe reference price 71.6 66.7 69.5 65.6 Adjusted EBITDA by business area Ferrous Minerals 4,115 3,960 3,427 14,711 13,553 Base Metals 592 528 815 2,542 2,256 Iron ore - 62% Fe reference price 71.6 66.7 65.6 69.5 65.6 Net operating revenue by business area Ferrous Minerals 7,646 77.9 7,439 78.0 6,698 73.1 27,933 76.4 25,129 74.0 ROM 9 0.1 9 0.1 8 0.1 35 0.1 38 0.1 Manganese ore 70 0.7 61 0.6 88 1.0 288 0.8 289 0.9 Others 118 1.2 105 1.1 110 1.2 439 1.2 445 1.3 Metallurgical coal 351 3.6 284 3.0 306 3.3 1,189 3.3 1,240 3.7 Base Metals 1,613 16.4 1,586 16.6 2,000 21.8 6,703 18.3 6,871 20.2 Copper 582 5.9 452 4.7 744 8.1 2,115 5.8 2,530 7.4 Gold as by-product 152 1.6 150 1.6 157 1.7 606 1.7 587 1.7 Cobalt 64 0.7 65 0.7 79 0.9 313 0.9 258 0.8 Others 72 0.7 93 1.0 67 0.7 296 0.8 400 1.2 2 Includes provision for litigation. 4 Total9,813100.09,543100.09,167100.036,575100.033,967100.0 Others50.040.080.1260.1280.1 Silver as by-product90.150.190.1310.1330.1 PGMs780.81031.1620.73811.02960.9 Nickel7237.48078.594110.33,2318.83,1399.2 Thermal coal1311.31411.5961.04541.23271.0 Coal4824.94254.54024.41,6434.51,5674.6 Ferroalloys410.4430.5470.51660.51800.5 Pellets1,92119.61,62717.01,42215.56,65118.25,65316.6 Iron ore fines5,48755.95,59458.65,02354.820,35455.618,52454.5 US$ million4Q18%3Q18%4Q17%2018%2017% Others(259)(179)(207)(841)(833) Total4,4674,325²4,10916,59315,338 Coal161674181362 US$ million4Q183Q184Q1720182017 Other operational expenses(150)(61)(104)(445)(420) Research and development(125)(87)(104)(373)(340) COGS(5,752)(5,756)(5,791)(22,109)(21,039) US$ million4Q183Q184Q1720182017

 

COGS by business segment US$ million 4Q18 % 3Q18 % 4Q17 % 2018 % 2017 % 67 3,808 66 3,664 63 14,641 66 13,007 62 Ferrous Minerals 3,881 Base Metals 1,260 22 1,383 24 1,558 27 5,363 24 5,989 28 9498 9490 8 1,820 8 1,641 8 Coal 543 Other products 68 1 67 1 79 1 285 1 402 2 Total COGS 5,752 100 5,756 100 5,791 100 22,109 100 21,039 100 738 814 918 3,207 3,484 Depreciation Expenses Administrative 110 118 127 428 463 Services 34 21 29 92 77 Others 16 18 15 62 61 S11D 22 17 43 82 150 Depreciation 18 17 37 82 133 Depreciation 30 35 58 144 224 Financial results Financial expenses (550) (367) (562) (2,345) (3,273) Capitalization of interest 40 50 73 194 370 Shareholder debentures (60) (3) (54) (550) (625) Financial expenses (REFIS) (45) (48) (69) (202) (397) Derivatives¹ 55 (105) (29) (266) 454 Others² (bunker oil, commodities, etc) (28) (25) 104 13 141 Monetary variation (81) (217) (305) (522) (211) ¹ The net derivatives loss of US$ 55 million in 4Q18 is comprised of settlement loss of US$ 32 million and mark-to-market gains of US$ 87 million. ² Other derivatives include bunker oil derivatives which, for 4Q18 were US$51 million. 5 Financial result, net(15)(1,263)(1,287)(4,957)(3,019) Foreign Exchange448(685)(540)(2,247)(467) Currency and interest rate swaps83(80)(133)(279)313 Financial income113111149423478 Others(195)(87)(124)(571)(872) Tax and labor contingencies(7)(7)(10)(31)(52) Gross interest(283)(272)(378)(1,185)(1,697) US$ million4Q183Q184Q1720182017 Expenses ex-depreciation4523094211,4681,480 Other operating expenses15061104445420 Total expenses4823444791,6121,704 Others2223459180 Selling3118199568 R&D12587104373340 Pre-operating and stoppage expenses6660125271413 Stobie & Birchtree43-1650 Depreciation1218216291 Personnel486162212234 US$ million4Q183Q184Q1720182017 SG&A ex-depreciation129118125461440 SG&A141136146523531 COGS, ex-depreciation5,014 4,942 4,873 18,902 17,555

 

Shareholders’ remuneration In light of the breach of Dam I of the Córrego do Feijão mine in Brumadinho (MG, Brazil), on January 27th, 2019, Vale’s Board of Directors decided to suspend of the Shareholder Remuneration Policy, and therefore the non-payment of dividends and interest on capital, as well as any other decisions on shares buyback. By its turn, the Brazilian corporate law and establishes a mandatory shareholder remuneration of 25% of the company’s profits in the fiscal year, a definition that was duly complied with as per the performance in 2018. Vale’s net profit in 2018 was R$ 25.657 billion, out of which the minimum legal reserves and fiscal incentives (R$ 2.780 billion) need to be discounted, following local regulation on the subject. Hence, the net profit to be used as the basis for the calculation of the minimum mandatory shareholder remuneration in 2018 was R$ 22.877 billion. The 25% share of this amount equals to R$ 5.719 billion. Considering that the distribution of interest on capital is subject to a 15% deduction of withholding income tax borne by shareholders, and taking into account that local regulation defines that the 25% of net profit needs to be the net amount of cash received by shareholders after such taxes are applied, the final minimum mandatory shareholder remuneration for the fiscal year of 2018 – as defined by the Brazilian law and established in Vale’s By-laws – was R$ 6.729 billion. Vale has already remunerated over and above this minimum threshold with the payment of dividends / interest on capital of R$ 7.694 billion on September 20th, 2018, which was paid as a component of the minimum remuneration related to the period ended on December 31st, 2018. 6

 

 

CAPEX Project Execution and Sustaining by business area Ferrous Minerals 838 56.0 437 63.2 680 69.6 2,392 63.2 2,680 69.7 Base Metals 595 39.7 223 32.2 259 26.5 1,223 32.3 1,009 26.2 Others - - - - - - 1 0.0 7 0.2 Capital projects progress indicator3 (Mtpy) start-up a Net a dditional capacity. b Original capex bu dget of US $ 11.5 82 billion. Project execution by business area Ferrous Minerals 197 99.5 122 99.2 315 90.8 823 92.7 1,485 91.8 Base Metals - - - - 23 6.6 34 3.8 50 3.1 Power generation 1 0.5 1 0.8 5 1.4 6 0.7 30 1.9 Others - - - - - - 1 0.1 7 0.4 Replacement projects progress indicator³ (Ktpy) Mine Extension 5 5 Gelado 9,700 2H21 384 428 3% 3 Pre-operating expenses were not included in the estimated capex for the year, although included in the total estimated capex column, in line with Vale’s Board of Directors approvals. Estimated capex for the year is only reviewed once a year. 7 ProjectCapacity EstimatedExecuted capexEstimated capex start-up(US$ million)(US$ million) Physical progress 2018Total2019 Total Voisey’s Bay401H211632231,694 1,69417% Total198100.0123100.0347100.0888100.01,617100.0 Coal----51.4242.7452.8 US$ million4Q18%3Q18%4Q17%2018%2017% ProjectCapacityEstimated Executed capexEstimated capex (US$ million)(US$ million) Physical progress 2018Total2019 Total Ferrous Minerals project CLN S11D230 (80)a1H14 to 2H195787,146209 7,679b97% Total1,497100.0692100.0977100.03,784100.03,847100.0 Power generation50.320.360.6120.3340.9 Coal593.9304.3333.41564.11183.1 US$ million4Q18% 3Q18% 4Q17%2018%2017%

 

Sustaining capex by type - 4Q18 Minerals Operations 425 51 415 891 New conventional dams 12 - 17 29 Waste dumps 9 - - 9 Health and Safety 76 2 18 96 Administrative & Others 67 2 11 80 Sustaining capex by business area Ferrous Minerals 641 49.4 315 55.4 365 57.8 1,569 54.2 1,195 53.6 Base Metals 596 45.9 223 39.2 236 37.4 1,189 41,1 959 43.0 Copper 61 4.7 29 5.1 50 7.9 162 5.6 104 4.7 Others - - - - - - - - - - 8 Total1,298100.0569100.0631100.02,896100.02,231100.0 Power generation40.310.210.260.230.1 Nickel53641.3 194 34.118629.51,02735.5856 38.4 Coal594.5305.3284.41325.673.03.3 US$ million4Q18%3Q18%4Q17%2018%2017% Total641595981,298 Social investments and environmental protection30399132 Others1--1 Dam raisings8-1321 Dam management14-2438 US$ millionFerrousCoalBase MetalsTotal

 

Debt indicators Debt indicators Total debt 15,466 16,810 22,489 Total debt / adjusted LTM EBITDA (x) 0.9 1.0 1.5 Net debt / adjusted LTM EBITDA (x) 0.6 0.7 1.2 Adjusted LTM EBITDA / LTM gross interest (x) 14.0 12.8 9.0 9 Net debt9,65010,70418,143 US$ million4Q183Q184Q17

 

VALE Debt breakdown by instrument % Debt amortization schedule1 US$ billion •Devetopment Agencies •CapitalMarkets • Bank loans 2019 2020 2021 2022 2023 Gross oowards debt • As of December 31".2018. Does nol r.dudeaccrued dlar9"5. - 10 67% of debt maturity after 2023

 

11 IFRS 16 - Changes to accounting standards on leasing From 1Q19 onwards Vale will adopt the IFRS 16 accounting standard, issued by IASB in January 2016 with mandatory adoption date of January 1st, 2019. Vale expects the following impacts on its financial reporting: •The majority of leases will be recognized on the balance sheet as the distinction between operating and finance leases is removed. Both assets (the right to use the leased item) and financial liabilities to pay rentals are recognized – exemptions are applied for some short-term leases and leases of low-value items. •Upon adoption, a simplified transition approach will be undertaken, not restating comparative amounts for the year prior to first adoption of the new standard. •Right-of-use assets will be measured at the amount of the lease liability upon adoption. As of now, Vale has a total nominal value (non-NPV) of US$ 2.5 billion of non-cancellable operating lease commitments, and an NPV ranging from US$ 1.8 billion to US$ 2.0 billion will be recognized as right-of-use assets and lease liabilities on the balance sheet from 1Q19 onwards. Therefore, with the changes to IFRS 16, financial liabilities should be expected to increase in line with the increase in assets; by its turn, these changes will generate a favorable impact on EBITDA, as what is currently being accounted as operating leases will be classified as depreciation, with a corresponding positive effect on the EBITDA breakeven, among other indicators. The above-mentioned figures are just an estimate of the impact and, as such, they are still subject to changes as (i) the assessment is still ongoing by a dedicated team and (ii) the new accounting policies may still be modified until Vale presents its 1Q19 Financial Statements.

 

Performance of the business segments Segment information ― 2018, as per footnote of financial statements Revenues others¹ & stoppage¹ associates EBITDA Iron ore fines 20,354 (9,048) (76) (110) (115) 28 11,033 ROM 35 - - - - - 35 Pellets 6,651 (3,393) (11) (26) (19) 154 3,356 Mn & Alloys 454 (290) (3) (1) - - 160 Base Metals 6,703 (4,020) (51) (57) (33) - 2,542 Nickel² 4,610 (3,060) (47) (39) (33) - 1,431 Copper³ 2,093 (960) (4) (18) - - 1,111 ¹ Excluding depreciation and amortization ² Including copper and by-products from our nickel operations ³ Including by-products from our copper operations Segment information ― 4Q18, as per footnote of financial statements Revenues others¹ & stoppage¹ associates EBITDA Iron ore fines 5,487 (2,367) (36) (38) (29) 27 3,044 Pellets 1,921 (961) - (9) (4) 49 996 Others ferrous 118 (82) (1) - (1) - 34 Mn & Alloys 111 (79) - - - - 32 Copper³ 561 (241) (1) (6) - - 313 Total 9,813 (5,014) (279) (125) (48) 120 4,467 ¹ Excluding depreciation and amortization ² Including copper and by-products from our nickel operations ³ Including by-products from our copper operations 12 Others72(63)(224)(53)(4)16(256) Coal482(480)(6)(8)-2816 Base Metals1,613(982)(12)(17)(10)-592 Nickel²1,052(741)(11)(11)(10)-279 ROM9-----9 Expenses Dividends and US$ millionNetCost¹SG&A andR&D¹Pre operatinginterests onAdjusted and JVs Ferrous Minerals7,646(3,489)(37)(47)(34)764,115 Others296(263)(752)(157)(21)56(841) Total36,575(18,902)(906)(373)(189)38816,593 Coal1,643(1,575)(9)(21)-143181 Others ferrous439(313)(4)(1)(1)7127 Expenses Dividends and US$ millionNetCost¹SG&A andR&D¹Pre operatinginterests onAdjusted and JVs Ferrous Minerals27,933(13,044)(94)(138)(135)18914,711

 

 

Ferrous Minerals Adjusted EBITDA of the Ferrous Minerals business segment was US$ 4.115 billion in 4Q18, US$ 155 million higher than in 3Q18, mainly due to higher prices and lower freight costs. Average freight costs were positively impacted by the increased use of Valemaxgeneration in operation. 2nd Vale defined the reference price for its 2019 pellet contracts, resulting in potentially higher price realization on pellet sales. The Metal Bulletin 65% is the new reference index and the premiums for blast furnace and direct reduction pellets remained the same as 2018, US$ 60/t on average. Sales composition - % Iron ore fines and pellets quality premium Iron ore fines quality premium 8.1 8.6 3.9 7.3 3.4 Iron ore fines and pellets total quality premium 11.5 11.0 5.7 10.2 5.3 FERROUS MINERALS ADJUSTED EBITDA MARGIN4 Adjusted EBITDA per ton for Ferrous Minerals, excluding Manganese and Ferroalloys, was US$ 42.3/t in 4Q18, an increase of US$ 2.3/t (5.8%) when compared to the US$ 40.0/t recorded in 3Q18, despite the increase in bunker oil prices (5.4%) and the appreciation of the BRL against the USD (3.6%). 4 Excluding Manganese and Ferroalloys. 13 Pellets weighted average contribution3.42.41.82.91.9 US$/t4Q183Q184Q1720182017

 

Net operating revenue by product Iron ore fines 5,487 5,594 5,023 20,354 18,524 Pellets 1,921 1,627 1,422 6,651 5,653 Manganese & Ferroalloys 111 104 135 454 469 Others 118 105 110 439 445 Total 7,646 7,439 6,698 27,933 25,129 Volume sold Iron ore fines 80,201 83,500 79,603 307,433 288,692 Pellets 15,987 14,250 13,579 56,592 51,775 Manganese ore 442 554 740 1,572 1,825 Ferroalloys 36 37 34 141 132 14 ROM2944763551,5482,637 ‘000 metric tons4Q183Q184Q1720182017 ROM9983538 US$ million4Q183Q184Q1720182017

 

REALIZED PRICES Pricing system breakdown - % Price realization – iron ore fines 15 The percentage of sales recorded under the provisional pricing system in relation to total sales in 4Q18 was in line with 3Q18 and with 2Q18. This new level reflects Vale’s reduced time to market, following the increased number of distribution centers offshore, and therefore being closer to the end customer. The reduction of the share of provisional pricing system sales also improves the predictability of Vale’s results, as it decreases the price adjustments.

 

Average prices Iron ore - Metal Bulletin 65% index 91.6 94.2 84.7 90.4 88.0 Iron ore - 62% Fe reference price 71.6 66.7 65.6 69.5 71.3 Iron ore fines CFR reference (dmt) 78.3 76.6 72.6 76.0 88.0 ROM 32.6 18.7 22.6 22.8 14.4 Manganese ore 158.9 109.1 119.3 162.5 159.0 COSTS IRON ORE COGS - 3Q18 x 4Q18 variation C1 cash costs 1,033 (38) 23 5 (10) 1,023 Others 244 (7) - 18 11 255 Depreciation 279 (11) 10 (9) (10) 269 Iron Ore Fines Costs and Expenses in BRL R$/t 4Q18 3Q18 4Q17 2018 2017 C1 cash costs¹ 48.7 49.1 47.7 49.8 47.2 ¹ Net of depreciation 16 Expenses¹3.62.52.73.22.5 Total52.351.650.453.049.7 Total2,738(114)33(21)(102)2,636 Total costs before depreciation and2,459(103)23(12)(92)2,367 amortization Freight1,182(58)-(35)(93)1,089 Variance drivers US$ million3Q18VolumeExchange rateOthersTotal4Q18 Ferroalloys1,141.11,168.61,361.31,178.51,353.7 Pellets CFR/FOB (wmt)120.1114.2104.7117.5109.2 Iron ore fines CFR/FOB realized price68.467.063.166.264.2 Provisional price at the end of the quarter69.368.072.866.572.7 Iron ore - Metal Bulletin 62% low alumina index75.272.6n.a73.9n.a US$/ metric ton4Q183Q184Q1720182017

 

Iron ore fines cash cost and freight Costs (US$ million) (-) Distribution costs 80 69 54 253 163 (-) Royalties 175 175 134 665 459 Sales volumes (Mt) Total iron ore volume sold 80.5 83.9 80.0 308.9 291.3 (-) Total ROM volume sold 0.3 0.4 0.4 1.5 2.6 /t) (B/C) Freight Maritime freight costs (A) 1,089 1,182 947 3,950 3,064 % of CFR sales (D) 72% 73% 70% 71% 69% Vale's iron ore unit freight cost (US$/t) (A/E) 18.8 19.4 17.0 18.0 15.4 Pellets - EBITDA million million Dividends Received (Leased pelletizing plants) 49 3.1 - - Expenses (Selling, R&D and other) (13) (0.8) (16) (1.1) Iron ore and pellets cash break-even landed in China¹ Vale's iron ore cash cost (ex-ROM, ex-royalties), FOB (US$ /t) 12.8 12.4 14.6 13.6 14.8 Iron ore fines distribution cost² 1.0 0.8 0.7 0.8 0.6 Iron ore fines moisture adjustment 3.1 3.1 3.0 3.1 2.9 Iron ore fines EBITDA break-even (US$/dmt) 30.7 29.8 34.0 31.3 32.6 Iron ore fines pellet adjustment (3.4)(2.4)(1.8)(2.9)(1.9) Iron ore fines and pellets EBITDA break-even (US$/dmt) 27.3 27.4 32.2 28.5 30.8 Iron ore fines sustaining investments 6.7 3.0 4.0 4.3 3.6 Iron ore fines and pellets cash break-even landed in China (US$/dmt) 34.0 30.4 36.1 32.8 34.3 ¹ Measured by unit cost + expenses + sustaining investment adjusted for quality ² Distribution cost per ton calculation method has been revised and adjusted retroactively, now dividing by total sales volume instead of CFR sales volume ³ Net of depreciation and includes dividends received 17 Iron ore fines quality adjustment(8.1)(8.6)(3.9)(7.3)(3.4) Iron ore fines expenses³ & royalties3.12.72.53.12.4 Iron ore fines freight cost (ex-bunker oil hedge)18.819.417.018.015.4 US$/t4Q18 3Q18 4Q1720182017 EBITDA99662.380056.1 Cash Costs (Iron ore, leasing, freight, overhead, energy and other)(961)(60.1)(811)(56.9) 4Q183Q18 US$ US$/wmtUS$ US$/wmt Net Revenues / Realized Price1,921120.21,627114.2 Volume CFR (Mt) (E = C x D)58.061.055.6219.0199.3 Volume sold (ex-ROM) (C)80.283.579.6307.4288.7 Vale's iron ore cash cost (ex-ROM, ex-royalties), FOB (US$12.812.414.613.614.8 FOB at port costs (ex-ROM and ex-royalties) (B)1,0231,0331,1664,1794,263 (-) Maritime freight costs (A)1,0891,1829473,9503,064 FOB at port costs (ex-ROM)1,1981,2081,3004,8454,722 COGS, less depreciation and amortization2,3672,4592,3019,0487,949 4Q183Q184Q1720182017

 

Volume sold by destination – Iron ore and pellets Americas 10,413 10,608 9,994 41,051 38,799 Others 2,866 3,148 2,763 12,136 9,969 China 53,172 56,754 54,181 203,206 196,796 Others 7,139 6,954 5,394 23,566 17,175 Germany 3,926 4,147 4,747 17,135 18,313 Others 6,383 5,396 6,095 24,202 23,751 Rest of the World 2,497 1,599 1,461 7,987 6,207 Selected financial indicators - Ferrous Minerals Net Revenues 7,646 7,439 6,69827,933 25,129 Expenses¹ (37) (6) (22) (94) 5 Pre-operating and stoppage expenses¹ (34) (30) (56) (135) (192) R&D expenses (47) (34) (34)(138)(109) Adjusted EBITDA 4,115 3,960 3,42714,71113,553 Depreciation and amortization (407) (408) (454) (1,672) (1,709) Adjusted EBIT 3,708 3,552 2,97313,039 11,844 ¹ Net of depreciation and amortization Selected financial indicators - Iron ore fines Adjusted EBITDA (US$ million) 3,044 3,083 2,654 11,033 10,346 Adjusted EBITDA (US$/t) 38 37 33 36 36 Selected financial indicators - Pellets Adjusted EBITDA (US$ million) 996 800 675 3,356 2,823 Adjusted EBITDA (US$/t) 62 56 50 59 55 Selected financial indicators - Ferrous ex Manganese and Ferroalloys Adjusted EBITDA (US$ million) 4,083 3,928 3,378 14,551 13,374 Adjusted EBITDA (US$/t) 42 40 36 40 39 ¹ Volume including iron ore fines, pellets and ROM. 18 Volume Sold (Mt)¹96.598.293.5365.6343.1 US$ million4Q183Q184Q1720182017 Volume Sold (Mt)16.014.313.656.651.8 US$ million4Q183Q184Q1720182017 Volume Sold (Mt)80.283.579.6307.4288.7 US$ million4Q183Q184Q1720182017 Adjusted EBIT margin (%)48.547.744.446.747.1 Dividends and interests on associates and JVs76780189130 Costs¹(3,489) (3,416) (3,239) (13,044) (11,410) US$ million4Q183Q184Q1720182017 Total96,48298,22693,537365,573343,104 Middle East4,1533,5732,35112,3138,093 France2,0351,8751,7967,0826,528 Europe12,34411,41812,63848,41948,592 Japan6,7647,3207,51829,03127,442 Asia67,07571,02867,093255,803241,413 Brazil7,5477,4607,23128,91528,830 ‘000 metric tons4Q183Q184Q1720182017

 

 

Base Metals Annual performance 2018 was marked by: (i) the cobalt streaming deal that unlocked Voisey’s Bay expansion, granting Vale higher future exposure to nickel, cobalt and copper resources; (ii) the Base Metals business operating with an enhanced single-furnace flowsheet in Sudbury at the same time that Thompson has fully transitioned to a mine-mill operation; and, (iii) the maintenance of Salobo’s solid performance with sub-US$ 1,000/t unit costs5 and an expansion on the horizon, as the Board approved Salobo III during 4Q18 for start-up in early 2022. Also, in line with the strategy of exploring the potential of Vale’s premium nickel products, the average realized nickel price in 2018 was US$ 13,667/t, US$ 545/t higher than the average LME nickel price of US$ 13,122/t in the year, an aggregate nickel price realization 4.2% above LME prices, the highest percentage above the benchmark since 2002. Average prices Nickel - LME 11,516 13,266 11,584 13,122 10,411 Nickel 12,133 14,092 11,781 13,667 10,654 Copper 5,591 4,895 6,735 5,583 5,970 Gold (US$/oz) 1,179 1,198 1,450 1,254 1,247 Cobalt (US$/t) 49,090 57,706 57,680 62,911 51,513 Base Metals EBITDA overview – 4Q18 North Onça US$ million PTVI Site VNC Site Sossego Salobo Others Base Costs (499) (145) (150) (52) (89) (152) 105 (982) Pre-operating and stoppage (7) - - (1) - - (2) (10) 5 After by-products. 19 R&D(6)(2)(1)(1)(5)(1)(1)(17) EBITDA22357(50)266225123592 Selling and other expenses(26)7-(2)-(1)10(12) Total AtlanticPumaMetals Net Revenues76119710181156405(89)1,613 Silver (US$/oz)13.4213.6015.4814.4315.30 Copper - LME6,1726,1056,8086,5236,166 US$/ metric ton4Q183Q184Q1720182017

 

Nickel operations Nickel operations – EBITDA by operation US$ million 4Q18 3Q18 4Q17 2018 2017 North Atlantic operation¹ 223 148 366 1,022 910 VNC (50) (42) 12 (63) (62) Onça Puma 26 29 32 105 45 Others² 23 55 (13) 131 49 ¹ Includes the operations in Canada and in the United Kingdom. ² Includes the PTVI and VNC off-takes, intercompany sales eliminations, purchase of finished nickel and corporate center allocation for Base Metals. Nickel operations – unit cash cost of sales, net of by-product credits PTVI 6,897 7,084 6,609 7,090 6,515 Onça Puma 7,517 7,938 7,536 7,751 8,642 ¹ North Atlantic figures include Clydach refining costs. EBITDA breakeven – nickel operations¹ ¹ Considering only the cash effect of US$ 400/oz that Wheaton Precious Metals pays for 70% of Sudbury’s gold by-product, nickel operations EBITDA breakeven would increase to US$ 7,646/t. 20 VNC13,79315,1008,42012,40510,053 US$/t4Q183Q184Q1720182017 North Atlantic operations¹4,7039,2344,6246,2275,287 Total2792604411,4311,059 PTVI577045236117

 

SALES REVENUES AND VOLUMES Net operating revenue by product - Nickel operations Nickel 723 807 941 3,231 3,139 Gold as by-product 16 10 13 68 89 PGMs 78 103 62 382 296 Others 5 3 8 24 28 Total 1,052 1,086 1,358 4,610 4,667 Volume sold - Nickel operations Nickel 60 57 80 236 295 Class I nickel 31 32 44 137 158 Class II nickel 7 6 8 21 25 Intermediates 5 4 10 17 37 Copper as by-product 30 21 37 105 143 Silver as by-product ('000 oz) 474 185 383 1,309 1,339 PGMs ('000 oz) 72 90 68 374 350 Cobalt (metric ton) 1,306 1,120 1,368 4,974 5,013 21 Gold as by-product ('000 oz)1211-5774 Class II Battery-suitable nickel1715186174 ‘000 metric tons4Q183Q184Q1720182017 Cobalt646579313258 Silver as by-product6251919 Copper16096250573838 US$ million4Q183Q184Q1720182017

 

Class I products, 31 kt, 51% of nickel sales in 4Q18 Class II Battery-suitable, Class II and Intermediates, 29 kt, 49% of nickel sales in 4Q18 Premiums / discount by nickel product Class I nickel 1,240 1,320 940 Class II Battery-suitable nickel (500) (90) (230) Intermediates (2,970) (2,860) (1,370) 22 Class II nickel50260200 US$/t4Q183Q184Q17

 

Nickel premium/discount by product and average aggregate premiums Nickel COGS - 3Q18 x 4Q18 rate Nickel operations 804 27 (5) (85) (63) 741 Selected financial indicators - Nickel operations Net Revenues 1,052 1,086 1,3584,610 4,667 Expenses¹ (11) (3) (3) (47) (47) Pre-operating and stoppage expenses¹ (10) (8) (25) (33) (75) R&D expenses (11) (11) (15)(39)(49) Adjusted EBITDA 279 260 4411,4311,059 Depreciation and amortization (237) (316) (377) (1,162) (1,372) Adjusted EBIT 42 (56) 64 269 (313) ¹ Net of depreciation and amortization 23 Adjusted EBIT margin (%)4.0(5.2)4.75.8(6.7) Dividends and interests on associates and JVs-----Costs¹(741)(804)(874) (3,060) (3,437) US$ million4Q18 3Q18 4Q1720182017 Depreciation31441(1)(119)(79)235 Total1,11868(6)(204)(142)976 Variance drivers US$ million3Q18VolumeExchangeOthersTotal variation4Q18

 

Copper operations – Salobo and Sossego Copper operations – unit cash cost of sales, net of by-product credits Sossego 2,941 2,822 3,270 3,049 2,935 Copper – EBITDA by operation Sossego 62 52 68 229 273 Details of copper operations’ adjusted EBITDA by operation are as follows: EBITDA breakeven – copper operations6 SALES REVENUES AND VOLUMES Net operating revenue by product - Copper operations Copper 422 356 494 1,542 1,692 Gold as by-product 136 140 144 538 498 Silver as by-product 3 3 4 13 14 Volume sold - Copper operations Copper 74 71 74 274 281 Silver as by-product ('000 oz) 217 211 219 860 840 6 Considering only the cash effect of US$ 400/oz that Wheaton Precious Metals pays for 75% of Salobo’s gold by-product, copper operations EBITDA breakeven would increase to US$ 2,908/t 24 Gold as by-product ('000 oz)117114108427397 ‘000 metric tons4Q183Q184Q1720182017 Total5615006422,0932,204 US$ million4Q183Q184Q1720182017 Salobo251216306882924 Total3132683741,1111,197 US$ million4Q183Q184Q1720182017 Salobo6243516797471,009 US$/t4Q183Q184Q1720182017

 

 

Price realization – Copper operations Copper COGS - 3Q18 x 4Q18 rate Copper operations 226 10 6 (1) 15 241 Selected financial indicators - Copper operations Net Revenues 561 500 642 2,093 2,204 Costs¹ (241) (226) (256) (960) (979) Expenses¹ (1) (2) (9) (4) (15) R&D expenses (6) (4) (3) (18) (13) Dividends and interests on associates and JVs - - - - - Adjusted EBITDA 313 268 374 1,111 1,197 Adjusted EBIT 270 229 320 922 979 Adjusted EBIT margin (%) 48.1 45.8 49.8 44.1 44.4 ¹ Net of depreciation and amortization 25 Depreciation and amortization(43)(39)(54)(189)(218) Pre-operating and stoppage expenses¹-----US$ million4Q183Q184Q1720182017 Depreciation392-2443 Total265126119284 Variance drivers US$ million3Q18VolumeExchangeOthersTotal variation4Q18

 

Coal Annual performance In 2018, the Coal business faced operational bottlenecks, which were augmented by rain in both the beginning and the end of the year, affecting the pace of the ramp-up and impacting the metallurgical coal production. As a response, management decided to stabilize the operation by implementing key initiatives such as: bring coal feed from new mining sections; prepare selected mining pits for future reject disposals; transfer of knowledge and support from Iron Ore operations; and advance the removal of overburden. Lower volumes impacted the dilution of the Nacala Logistics Corridor tariff, which was in place for the full year in 2018, but only partially throughout 2017. Additionally, to a lower extent, costs were also impacted by the above-mentioned structural changes. These combined effects were the main drivers affecting the adjusted EBITDA for the Coal business. The development of new mining sections started in 2H18, with removal of overburden, increasing 29% from 2Q18 to 3Q18 and 10% from 3Q18 to 4Q18, and will continue over 1H19. The planned production is estimated to total 6.5 Mt in 1H19 as per the budget approved in 2018, despite the increase in total tons moved, as a result of lower ROM grade quality of the mine sections being opened. Volume sold Metallurgical coal 1,790 1,611 1,715 6,240 7,178 Net operating revenue by product Metallurgical coal 351 284 306 1,189 1,240 Thermal coal 131 141 96 454 327 Total 482 425 402 1,643 1,567 26 US$ million4Q183Q184Q1720182017 Thermal coal1,6431,5841,2285,3934,602 Total3,4333,1952,94311,63311,780 ‘000 metric tons4Q183Q184Q1720182017

 

Price realization – Metallurgical coal US$/t 4Q18 Price realization – Thermal coal US$/t, 4Q18 Coal prices Metallurgical coal index price¹ 221.5 188.6 204.7 207.2 188.0 Thermal coal index price² 95.9 101.6 92.4 98.1 84.4 Vale’s average realized price 140.4 132.9 136.6 141.2 133.0 ¹ Reference price Premium Low Vol Hard Coking Coal FOB Australia. ² Argus API4 FOB Richards Bay 6000 kg/kcal Nar considering 2017 and 4Q17 and McCloskey FOB Richards Bay considering 2018, 3Q18 and 4Q18. 27 Vale’s thermal coal realized price79.589.278.684.271.0 Vale’s metallurgical coal realized price196.4175.9178.4190.6172.7 US$/ metric ton4Q183Q184Q1720182017

 

Pro-forma cash cost Nacala non-operational tariff² (B) 53.4 53.2 50.2 48.9 26.5 Cost at Nacala Port (D = A+B+C) 137.5 133.2 145.0 133.1 112.2 Pro-forma C1 cash cost (F = D-E) 129.4 125.0 107.0 120.8 96.9 ¹ Includes the inferred NLC tariff components related to fixed and variable costs and excludes royalties ² Includes the inferred NLC tariff components related to sustaining capex, working capital, taxes and other financial items ³ Unitary costs accounts for the period between April and December 2017, reflecting the deconsolidation of the Nacala Logistics Corridor in March 2017. Selected financial indicators - Coal Net Revenues 482 425 402 1,643 1,567 Costs¹ (480) (433) (433) (1,575) (1,354) Expenses¹ (6) 2 (4) (9) (12) R&D expenses (8) (4) (3) (21) (14) Dividends and interests on associates and JVs 28 26 112 143 179 Adjusted EBITDA 16 16 74 181 362 Adjusted EBIT (49) (51) 13 (71) 66 Adjusted EBIT margin (%) (10.2) (12.0) 3.2 (4.3) 4.2 ¹ Net of depreciation and amortization 28 Depreciation and amortization(65)(67)(61)(252)(296) Pre-operating and stoppage expenses¹----(4) US$ million4Q183Q184Q1720182017 NLC’s debt service to Vale (E)8.28.138.112.315.2 Other costs (C)(2.9)0.1(1.3)0.0(3.9) US$/ metric ton4Q183Q184Q1720182017³ Pro-forma operational costs¹ (A)87.179.996.284.289.6

 

ANNEXES SIMPLIFIED FINANCIAL STATEMENTS Income Statement Net operating revenue 9,813 9,543 9,167 36,575 33,967 Cost of goods sold (5,752) (5,756) (5,791) (22,109) (21,039) Gross margin (%) 41.4 39.7 36.8 39.6 38.1 Research and development expenses (125) (87) (104) (373) (340) Other operational expenses (150) (61) (105) (445) (420) Operating profit 2,865 3,271 2,480 11,955 10,930 Financial revenues 113 111 149 423 478 Gains (losses) on derivatives, net 55 (105) (29) (266) 454 Equity results in associates and joint ventures 147 32 (66) 305 98 ventures Income (loss) before taxes 2,955 2,020 1,068 6,816 7,829 Current tax (609) 77 243 (752) (849) Deferred tax 1,485 (724) (85) 924 (646) Net Earnings (loss) from continuing operations 3,831 1,373 1,226 6,988 6,334 Net income (loss) attributable to noncontrolling interest 45 (35) (32) 36 21 stockholders) Earnings (loss) per share (attributable to the Company's stockholders - US$) 0.73 0.27 0.15 1.32 1.06 Company's stockholders - US$) Equity income (loss) by business segment Ferrous Minerals 125 85 110 344 77 (117) 417 137 329 336 Base Metals -1 0 1 3 - - 1 0 1 1 Steel 13 9 (95) (297) (115) 174 (166) (54) (222) (226) 29 Others741547(28)423712(30)(28) Total14710032100(66)10030510098100 Logistics----------Coal3213--1652020 US$ million4Q18%3Q18%4Q17%2018%2017% Diluted earnings (loss) per share (attributable to the0.730.270.151.321.06 Gain (loss) from discontinued operations--(487)(92)(806) Net earnings (attributable to the Company's3,7861,4087716,8605,507 Impairment and others results in associates and joint(42)(20)(59)(487)(180) Monetary and exchange variation367(902)(845)(2,769)(678) Financial expenses(550)(367)(562)(2,345)(3,273) Impairment and others results in non-current assets(714)(172)(417)(899)(294) Pre-operating and stoppage expenses(66)(60)(124)(271)(413) Selling, general and administrative expenses(141)(136)(146)(523)(531) Gross profit4,0613,7873,37614,46612,928 US$ million4Q183Q184Q1720182017

 

Balance sheet Current assets 15,292 15,131 18,954 Cash and cash equivalents 5,784 6,100 4,328 Other financial assets 435 413 2,022 Prepaid income taxes 543 645 781 Others 556 518 538 Non-current assets 13,326 11,986 13,291 Judicial deposits 1,716 1,681 1,986 Recoverable income taxes 544 561 530 Deferred income taxes 6,908 5,713 6,638 Fixed assets 59,572 58,369 66,939 Suppliers and contractors 3,512 4,038 4,041 Other financial liabilities 1,604 885 986 Taxes payable 650 631 697 Provision for income taxes 210 159 355 Dividends and interest on capital - - 1,441 Liabilities related to associates and joint ventures 289 292 326 Others 480 619 992 sale and discontinued operations Loans and borrowing 14,463 15,437 20,786 Taxes payable 3,917 3,858 4,890 Provisions 7,095 6,367 7,027 Gold stream transaction 1,603 1,669 1,849 Total liabilities 43,358 43,845 54,412 Stockholders' equity 44,832 41,641 44,772 Total liabilities and stockholders' equity 88,190 85,486 99,184 30 Others2,0942,0541,463 Liabilities related to associates and joint ventures832761670 Deferred income taxes1,5321,7111,719 Other financial liabilities2,7112,8182,894 Liabilities directly associated with non-current assets held for--1,179 Non-current liabilities34,24734,67541,298 Provisions1,3631,1731,394 Loans and borrowing1,0031,3731,703 Total assets88,19085,48699,184 Liabilities Current liabilities9,1119,17013,114 Others263271267 Recoverable taxes751543638 Other financial assets3,1443,2173,232 Non-current assets held for sale and discontinued operation--3,587 Recoverable taxes8839491,172 Inventories4,4434,0563,926 Accounts receivable2,6482,4502,600 US$ million12/31/20189/30/201812/31/2017 Assets

 

 

Cash flow Cash flows from operating activities: Adjustments to reconcile Equity results and other results in associates and joint ventures (105) (12) 125 182 82 Items of the financial result 15 1,263 1,287 4,957 3,019 Accounts receivable (225) (149) 173 (156) 1,277 Suppliers and contractors (335) 336 (131) (376) 232 Tax assets and liabilities, net (84) 214 (246) 301 (297) Others 407 (203) 262 (506) (615) Interest on loans and financing (217) (248) (352) (1,121) (1,686) Remuneration paid to debentures (41) - (65) (113) (135) Income taxes - settlement program (110) (104) (123) (452) (488) Cash flows from investing activities: Proceeds from disposal of assets and investments 5 116 201 1,481 922 ventures and associates Loans and advances receivable (128) (87) - 2,326 (445) Net cash used in investing activities (1,543) (701) (840) 159 (3,358) Loans and financing Additions 249 211 175 1,225 1,976 Repayments (1,796) (1,169) (3,210) (7,841) (8,998) Dividends and interest on capital - (1,876) (2) (3,313) (1,456) noncontrolling interest Other transactions with noncontrolling interest - - - (17) (98) Net cash provided by (used in) financing activities (2,061) (3,405) (3,039) (11,128) (8,702) discontinuing operations Increase (decrease) in cash and cash equivalents (315) (210) (293) 1,886 138 Effect of exchange rate changes on cash and cash equivalents (1) (59) (98) (313) (60) Non-cash transactions: capitalization 31 Additions to property, plant and equipment - interest405073194370 Cash of subsidiaries disposed---(117)(12) Cash and cash equivalents, end of period5,7846,1004,3285,7844,328 Cash and cash equivalents in the beginning of the period6,1006,3694,7194,3284,262 Increase (decrease) in cash and cash equivalents from---(46)(252) Share buyback program(511)(489)-(1,000)-Dividends and interest on capital attributed to(3)(82)(2)(182)(126) Payments to shareholders: Cash flows from financing activities: Others(15)(45)(168)(86)(138) Dividends and interest on capital received from joint927124245227 Additions to property, plant, equipment and investments(1,497)(692)(978)(3,807)(3,924) Net cash provided by operating activities3,2893,8953,66712,90112,450 Income taxes(167)(220)(74)(676)(563) Derivatives received (paid), net(32)(22)(17)(67)(240) Net cash provided by operations3,8564,4894,29815,33015,562 Cobalt transaction---690-Payroll and related charges155200210(11)372 Inventories(411)(200)157(817)(339) Variation of assets and liabilities Impairment on assets and investments715171-899294 Depreciation, depletion and amortization7688499763,3513,708 Net income (loss) before taxes on income2,9562,0201,0686,8167,829 US$ million4Q183Q184Q1720182017

 

REVENUES, VOLUMES SOLD, PRICES AND MARGINS Net operating revenue by destination North America 438 4.5 587 6.2 638 7.0 2,138 5.8 2,379 7.0 Canada 106 1.1 210 2.2 269 2.9 657 1.8 1,008 3.0 South America 1,098 11.2 937 9.8 1,307 14.3 3,941 10.8 4,078 12.0 Others 201 2.1 162 1.7 158 1.7 693 1.9 603 1.8 China 4,118 42.0 4,266 44.7 3,824 41.7 15,242 41.7 14,018 41.3 South Korea 331 3.4 312 3.3 449 4.9 1,299 3.6 1,399 4.1 Europe 1,663 16.9 1,427 15.0 1,260 13.7 6,107 16.7 5,502 16.2 Italy 191 1.9 110 1.2 162 1.8 553 1.5 521 1.5 Middle East 524 5.3 459 4.8 301 3.3 1,604 4.4 1,085 3.2 Volume sold - Minerals and metals Iron ore fines 80,201 83,500 79,603 307,433 288,692 ROM 294 476 355 1,548 2,637 Pellets 15,987 14,250 13,579 56,592 51,775 Ferroalloys 36 37 34 141 132 Thermal coal 1,643 1,584 1,228 5,393 4,602 Metallurgical coal 1,790 1,611 1,715 6,240 7,178 Copper 104 92 111 379 424 Gold as by-product ('000 oz) 129 125 108 484 471 Silver as by-product ('000 oz) 691 396 602 2,169 2,179 Cobalt (metric ton) 1,306 1,120 1,368 4,974 5,013 Average prices Iron ore fines CFR reference (dmt) 78.3 76.6 72.6 76.0 88.0 ROM 32.6 18.7 22.6 22.8 14.4 Manganese ore 158.9 109.1 119.3 162.5 159.0 Thermal coal 79.5 89.2 78.6 84.2 71.0 Nickel 12,133 14,092 11,781 13,667 10,654 Gold (US$/oz) 1,179 1,198 1,450 1,254 1,247 Cobalt (US$/t) 49,090 57,706 57,680 62,911 51,513 32 Silver (US$/oz)13.4213.6015.4814.4315.30 Copper5,5914,8956,7355,5835,970 Metallurgical coal196.3175.9178.4190.6172.7 Ferroalloys1,1411,1691,3611,1791,354 Pellets CFR/FOB (wmt)120.1114.2104.7117.5109.2 Iron ore fines CFR/FOB realized price68.467.063.166.164.2 US$/ton4Q183Q184Q1720182017 PGMs ('000 oz)729068374350 Nickel605780236295 Manganese ore4425547401,5721,825 ‘000 metric tons4Q183Q184Q1720182017 Rest of the World3523.62242.31882.11,1343.18672.6 Total9,813 100.0 9,543 100.0 9,167 100.036,575 100.0 33,967 100.0 Others1,01010.39499.97247.93,90110.73,59210.6 Germany4624.73683.93744.11,6534.51,3894.1 Others6076.26346.65676.22,3676.52,1836.4 Japan6826.96977.36336.92,7437.52,4567.2 Asia5,73858.5 5,90961.9 5,47359.721,65159.3 20,05659.0 Brazil8979.17758.1 1,14912.53,2488.93,47510.2 Mexico190.2250.3180.21280.3610.2 USA3133.23523.73513.81,3533.71,3103.9 US$ million4Q18% 3Q18% 4Q17%2018%2017%

 

Copper realized price – including North Atlantic copper by-products Operating margin by segment (EBIT adjusted margin) Ferrous Minerals 48.5 47.7 44.4 46.7 47.1 Coal (10.2) (12.0) 3.2 (4.3) 4.2 Base Metals 19.3 10.9 19.2 17.8 9.7 Total¹ 38.3 36.4 34.2 36.2 34.2 ¹ Excluding non-recurring effects 33 %4Q183Q184Q1720182017

 

RECONCILIATION OF IFRS AND “NON-GAAP” INFORMATION (a) Adjusted EBIT¹ Net operating revenues 9,813 9,543 9,167 SG&A (141) (136) (146) Pre-operating and stoppage expenses (66) (61) (124) Dividends and interests on associates and JVs 120 33 236 ¹ Excluding non-recurring effects. ² Includes provision for litigation. (b) Adjusted EBITDA EBITDA defines profit or loss before interest, tax, depreciation and amortization. Vale uses the term adjusted EBITDA to reflect exclusion of gains and/or losses on sale of assets, non-recurring expenses and the inclusion of dividends received from non-consolidated affiliates. However our adjusted EBITDA is not the measure defined as EBITDA under IFRS, and may possibly not be comparable with indicators with the same name reported by other companies. Adjusted EBITDA should not be considered as a substitute for operational profit or as a better measure of liquidity than operational cash flow, which are calculated in accordance with IFRS. Vale provides its adjusted EBITDA to give additional information about its capacity to pay debt, carry out investments and cover working capital needs. The following table shows the reconciliation between adjusted EBITDA and operational cash flow, in accordance with its statement of changes in financial position: Reconciliation between adjusted EBITDA and operational cash flow US$ million 4Q18 3Q18 4Q17 Working capital: Inventories (411) (200) 157 Payroll and related charges 155 200 210 Adjustment for non-recurring items and other effects (118) (33) (236) Income taxes paid - current (167) (220) (74) Interest paid for third parties (217) (248) (352) Derivatives received (paid), net (32) (22) (17) Net cash provided by (used in) operating activities 3,289 3,895 3,667 ¹ Includes provision for litigation. Reconciliation between adjusted EBITDA and net income (loss) Depreciation, depletion and amortization (768) (849) (976) (120) (33) (236) ventures Special events (714) (172) (417) Financial results (15) (1,263) (1,287) Impairment and other results in associates and joint ventures (42) (20) (59) Net income from continuing operations 3,831 1,373 1,226 Net income attributable to Vale's stockholders 3,786 1,408 1,258 ¹ Includes provision for litigation 34 Net income attributable to noncontrolling interests45(35)(32) Income taxes876(647)158 Equity results in associates and joint ventures14732(66) Operating income2,8653,2712,480 Dividends received and interest from associates and joint US$ million4Q183Q184Q17 Adjusted EBITDA4,4674,325 ¹4,109 Participative stockholders' debentures paid(41)-(65) Income taxes paid - settlement program(110)(104)(123) Cash provided from operations3,8564,4894,298 Others3231016 Suppliers(335)336(131) Accounts receivable(225)(149)173 Adjusted EBITDA4,4674,325 ¹4,109 Adjusted EBIT3,6993,4763,133 Other operational expenses(150)(60) ²(105) Research and development(125)(87)(104) COGS(5,752)(5,756)(5,791) US$ million4Q183Q184Q17

 

(c) Net debt Total debt 15,466 16,810 22,489 Cash and cash equivalents¹ 5,816 6,106 4,346 Net debt 9,650 10,704 18,143 ¹ Including financial investments (d) Total debt / LTM Adjusted EBITDA Total debt / LTM Adjusted EBITDA (x) 0.9 1.0 1.5 Total debt / LTM operational cash flow (x) 1.2 1.3 1.8 (e) LTM Adjusted EBITDA / LTM interest payments Adjusted LTM EBITDA / LTM gross interest (x) 14.0 12.8 9.0 LTM operational profit / LTM interest payments (x) 11.2 9.7 6.5 Free Cash Flow 4Q18 Working capital (491) Income taxes & Refis settlement program (277) Others¹ (238) Debt repayment, net (1,547) Increase (decrease) in cash & cash equivalents (315) ¹ Includes derivatives, Samarco, dividends and interest on capital paid to noncontrolling interest, net disposal of assets and investments and others Free Cash Flow 2018 Working capital¹ (875) Income taxes & Refis settlement program (1,128) Net disposal / acquisition of assets and investments² 4,181 Free cash flow 13,043 Shareholders remuneration including buyback (4,495) ¹ Includes cobalt stream ² Includes Nacala Project Finance, Fertilizers transaction and others ³ Includes derivatives, Samarco, dividends and interest on capital paid to noncontrolling interest and others. 35 Increase (decrease) in cash & cash equivalents1,932 Debt repayment, net(6,616) Others³(800) Capex(3,807) Interests on loans(1,121) US$ million2018 EBITDA 201816,593 Shareholders remuneration including buyback(514) Free cash flow1,746 Capex(1,497) Interests on loans(218) US$ million4Q18 EBITDA 4Q184,467 LTM adjusted EBITDA / LTM interest payments (x)14.813.09.1 US$ million4Q183Q184Q17 US$ million4Q183Q184Q17 US$ million4Q183Q184Q17

 

Table of Contents

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Vale S.A.
(Registrant)

 

 

 

 

By:

/s/ André Figueiredo

Date: March 27th, 2019

 

Director of Investor Relations