6-K 1 valedfifrs1q25_6k.htm 6-K

 

 

 

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

 

April 2025

 

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 ¨

 

 

 

 
 

   

 
 

Contents

 

Report of independent registered public accounting firm 3
Consolidated Interim Income Statement 4
Consolidated Interim Statement of Comprehensive Income 5
Consolidated Interim Statement of Cash Flows 6
Consolidated Interim Statement of Financial Position 7
 Consolidated Interim Statement of Changes in Equity 9
1. Corporate information 10
2. Basis of preparation of condensed consolidated interim financial statements 10
3. Significant events and transaction related to first quarter of 2025 11
4. Information by business segment and geographic area 11
5. Costs and expenses by nature 14
6. Financial results 15
7. Taxes 15
8. Basic and diluted earnings per share 17
9. Cash flows reconciliation 18
10. Accounts receivable 19
11. Inventories 20
12. Suppliers and contractors 20
13. Other financial assets and liabilities 21
14. Investments in associates and joint ventures 22
15. Acquisitions and divestitures 23
16. Intangibles 23
17. Property, plant, and equipment 24
18. Financial and capital risk management 25
19. Financial assets and liabilities 27
20. Participative shareholders’ debentures 28
21. Loans, borrowings, cash and cash equivalents and short-term investments 28
22. Leases 29
23. Brumadinho dam failure 30
24. Liabilities related to associates and joint ventures 33
25. Provision for de-characterization of dam structures and asset retirement obligations 36
26. Legal proceedings 37
27. Employee benefits 38
28. Equity 39
29. Related parties 40

 

 

2 
 

Report of independent registered public accounting firm

To the shareholders and Board of Directors of

Vale S.A.

 

Results of review of interim financial statements

We have reviewed the accompanying consolidated interim statement of financial position of Vale S.A. and its subsidiaries (the "Company") as of March 31, 2025, and the related consolidated interim income statement and statements of comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2025 and March 31, 2024, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of the Company as of December 31, 2024, and the related consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the year then ended (not presented herein), and in our report dated February 19, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial position as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

 

Basis for review results

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

 

Rio de Janeiro, April 24, 2025

 

/s/ PricewaterhouseCoopers Auditores Independentes Ltda.

 

3 
 

Consolidated Interim Income Statement

In millions of United States dollars, except earnings per share

    Three-month period ended March 31,
  Notes 2025 2024
Net operating revenue 4(b) 8,119 8,459
Cost of goods sold and services rendered 5(a) (5,451) (5,367)
Gross profit   2,668 3,092
       
Operating expenses      
Selling and administrative 5(b) (145) (140)
Research and development   (123) (156)
Pre-operating and operational stoppage 25 (90) (92)
Other operating revenues (expenses), net 5(c) (258) (250)
Impairment and gains (losses) on disposal of non-current assets, net 15(a), 16 and 17 (253) (6)
Operating income   1,799 2,448
       
Financial income 6 116 109
Financial expenses 6 (382) (339)
Other financial items, net 6 451 (207)
Equity results and other results in associates and joint ventures 14 and 24 59 124
Income before income taxes   2,043 2,135
       
Income taxes 7 (647) (448)
       
Net income   1,396 1,687
Net income attributable to noncontrolling interests   2 8
Net income attributable to Vale S.A.'s shareholders   1,394 1,679
       
Basic and diluted earnings per share attributable to Vale S.A.'s shareholders 8    
Common share (US$)   0.33 0.39

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

 

4 
 

Consolidated Interim Statement of Comprehensive Income

In millions of United States dollars

    Three-month period ended March 31,
  Notes 2025 2024
Net income   1,396 1,687
Other comprehensive income (loss):      
Items that will not be reclassified to income statement      
Translation adjustments of the Parent Company   2,612 (1,225)
Retirement benefit obligations   (4) 40
    2,608 (1,185)
       
Items that may be reclassified to income statement      
Translation adjustments of foreign operations   (753) 178
Net investment hedge 18(a.iv) 171 (56)
Reclassification of cumulative translation adjustments to income statement   9 51
    (573) 173
Comprehensive income   3,431 675
       
Comprehensive income attributable to noncontrolling interests   33 6
Comprehensive income attributable to Vale S.A.'s shareholders   3,398 669

 

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

 

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

 

5 
 

Consolidated Interim Statement of Cash Flows

In millions of United States dollars

    Three-month period ended March 31,
  Notes 2025 2024
Cash flow from operations 9(a) 2,534 4,479
Interest on loans and borrowings paid 9(b) (240) (186)
Cash received on settlement of derivatives, net 18(d) 134 43
Payments related to the Brumadinho event 23 (84) (135)
Payments related to de-characterization of dams 25 (79) (119)
Income taxes (including settlement program) paid   (596) (506)
Net cash generated by operating activities   1,669 3,576
       
Cash flow from investing activities:      
Acquisition of property, plant and equipment and intangible assets   (1,255) (1,395)
Payments related to the Samarco dam failure 24 (162) (86)
Dividends received from associates and joint ventures   19 3
Short-term investment   26 (44)
Other investing activities, net   1 3
Net cash used in investing activities   (1,371) (1,519)
       
Cash flow from financing activities:      
Loans and borrowings from third parties 9(b) 1,611 870
Payments of loans and borrowings to third parties 9(b) (940) (62)
Payments of leasing 22 (30) (41)
Dividends and interest on capital paid to Vale S.A.’s shareholders 28(d) (1,979) (2,328)
Shares buyback program 28(c) (275)
Net cash used in financing activities   (1,338) (1,836)
       
Net increase (decrease) in cash and cash equivalents   (1,040) 221
Cash and cash equivalents in the beginning of the period   4,953 3,609
Effect of exchange rate changes on cash and cash equivalents   145 (40)
Effect of transfer the Energy Assets to non-current assets held for sale 15(a) (115)
Cash and cash equivalents from subsidiaries acquired, net   12
Cash and cash equivalents at end of the period   3,955 3,790

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

 

6 
 

Consolidated Interim Statement of Financial Position

In millions of United States dollars

  Notes March 31, 2025 December 31, 2024
Assets      
Current assets      
Cash and cash equivalents 21 3,955 4,953
Short-term investments 21 43 53
Accounts receivable 10 2,144 2,358
Other financial assets 13 277 53
Inventories 11 4,919 4,605
Recoverable taxes 7(e) 1,093 1,100
Other   362 359
    12,793 13,481
Non-current assets held for sale 15(a) 1,894
    14,687 13,481
Non-current assets      
Judicial deposits 26(c) 580 537
Other financial assets 13 262 231
Recoverable taxes 7(e) 1,381 1,297
Deferred income taxes 7(b) 8,309 8,244
Other   1,471 1,317
    12,003 11,626
       
Investments in associates and joint ventures 14 4,625 4,547
Intangibles 16 10,182 10,514
Property, plant, and equipment 17 41,933 39,984
    68,743 55,045
Total assets   83,430 80,152
       
Liabilities      
Current liabilities      
Suppliers and contractors 12 4,403 4,234
Loans and borrowings 21 608 1,020
Leases 22 176 147
Other financial liabilities 13 1,365 1,543
Taxes payable 7(e) 651 574
Settlement program ("REFIS") 7(c) 386 353
Liabilities related to Brumadinho 23 876 714
Liabilities related to associates and joint ventures 24 1,929 1,844
De-characterization of dams and asset retirement obligations 25 937 833
Provisions for litigation 26(a) 156 119
Employee benefits 27 664 1,012
Dividends payable   330
Other   385 367
    12,536 13,090
Liabilities associated with non-current assets held for sale 15(a) 698
    13,234 13,090
Non-current liabilities      
Loans and borrowings 21 14,807 13,772
Leases 22 605 566
Participative shareholders' debentures 20 2,350 2,217
Other financial liabilities 13 2,227 2,347
Settlement program ("REFIS") 7(c) 1,005 1,007
Deferred income taxes 7(b) 175 445

 

7 
 

 

Liabilities related to Brumadinho 23 1,256 1,256
Liabilities related to associates and joint ventures 24 1,908 1,819
De-characterization of dams and asset retirement obligations 25 5,164 4,930
Provisions for litigation 26(a) 948 894
Employee benefits 27 1,155 1,118
Streaming transactions   1,928 1,882
Other   306 281
    33,834 32,534
Total liabilities   47,068 45,624
       
Equity 28    
       
Equity attributable to Vale S.A.'s shareholders   35,207 33,406
Equity attributable to noncontrolling interests   1,155 1,122
Total equity   36,362 34,528
Total liabilities and equity   83,430 80,152

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

 

8 
 

Consolidated Interim Statement of Changes in Equity

In millions of United States dollars

  Notes Share capital Capital reserve Profit reserves Treasury shares Other reserves Cumulative translation adjustments Retained earnings Equity attributable to Vale S.A.’s shareholders Equity attributable to noncontrolling interests Total equity
Balance as of December 31, 2024   61,614 1,139 18,676 (3,911) (729) (43,383) 33,406 1,122 34,528
Net income   1,394 1,394 2 1,396
Other comprehensive income   1,337 (16) 683 2,004 31 2,035
Dividends and interest on capital of Vale S.A.'s shareholders 28(c) (1,596) (1,596) (1,596)
Transaction with noncontrolling interests   (6) (6) (6)
Share-based payment program 27(a) 1 4 5 5
Balance as of March 31, 2025   61,614 1,139 18,417 (3,910) (747) (42,700) 1,394 35,207 1,155 36,362
                       
Balance as of December 31, 2023   61,614 1,139 21,877 (3,504) (1,774) (39,891)                   -   39,461 1,520 40,981
Net income   1,679 1,679 8 1,687
Other comprehensive income   (606) 50 (454) (1,010) (2) (1,012)
Dividends and interest on capital of Vale S.A.'s shareholders 28(c) (2,364) (2,364) (2,364)
Shares buyback program 28(b) (275) (275) (275)
Share-based payment program 27(a) 2 (6) (4) (4)
Balance as of March 31, 2024   61,614 1,139 18,907 (3,777) (1,730) (40,345) 1,679 37,487 1,526 39,013

 

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

 

9 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

1. Corporate information

Vale S.A. (the “Parent Company”) is a public company headquartered in the city of Rio de Janeiro, Brazil. Vale’s share capital consists of common shares, traded on the stock exchange.

In Brazil, Vale's common shares are listed on B3 under the code VALE3. The Company also has American Depositary Receipts (ADRs), with each representing one common share, traded on the New York Stock Exchange (NYSE) under the code VALE. Additionally, the shares are traded on LATIBEX under the code XVALO, which is an unregulated electronic market established by the Madrid Stock Exchange for the trading of Latin American securities. The Company's shareholding structure is disclosed in note 28.

Vale, together with its subsidiaries (“Vale” or the “Company”), is one of the world's largest producers of iron ore and nickel. The Company also produces iron ore pellets and copper. Nickel and copper concentrates contain by-products such as platinum group metals (PGM), gold, silver, and cobalt. Most of the Company’s products are sold to international markets, through the Company's main trading Company, Vale International S.A. (“VISA”), a wholly owned subsidiary located in Switzerland.

The Company is engaged in greenfield mineral exploration in six countries, including Brazil, USA, Canada, Chile, Peru and Indonesia. It also operates extensive logistics systems in Brazil, Oman and other regions worldwide, including railways, maritime terminals, and ports integrated with mining operations. Additionally, the Company has distribution centers to support its iron ore shipments globally.

Vale also holds investments in energy businesses to meet part of its energy consumption needs through renewable sources.

The Company's operations are organized into two operational segments: "Iron Solutions" and "Energy Transition Metals" (note 4).

Iron Solutions – Comprise iron ore extraction and iron ore pellets and briquettes production.

 

Iron ore. Currently, Vale operates three systems in Brazil for the production and distribution of iron ore. The Northern System (Carajás, State of Pará, Brazil) is fully integrated and comprises three mining complexes, a railway and a maritime terminal. The Southeast System (Quadrilátero Ferrífero, Minas Gerais, Brazil) is fully integrated, consisting of three mining complexes, a railway, a maritime terminal, and a port. The Southern System (Quadrilátero Ferrífero, Minas Gerais, Brazil) consists of two mining complexes and two maritime terminals.
Iron ore pellets and other ferrous product.Currently, Vale has a diversified portfolio of agglomerates, which includes iron ore pellets and briquettes. Vale operates eight pelletizing plants in Brazil and two in Oman.

 

Energy Transition Metals – Includes the production of nickel, copper and its by-products.

 

Nickel. The Company's primary nickel operations are conducted by Vale Canada Limited ("Vale Canada"), which owns mines and processing plants in Canada and Brazil and nickel refining facilities in the United Kingdom and Japan. Vale also holds investments in nickel operations in Indonesia.
Copper. In Brazil, Vale produces copper concentrates at Sossego and Salobo operations, in Carajás, State of Pará. In Canada, Vale produces copper concentrates and copper cathodes associated with its nickel mining operations in Sudbury (located in Ontario), Voisey’s Bay (located in Newfoundland and Labrador), and Thompson (located in Manitoba).
Other energy transition metals. The ore extracted by Vale Canada in Sudbury yields cobalt, PGMs (Platinum Group Metals), silver, and gold as by-products, which are processed at refining facilities in Port Colborne, Ontario. In Canada, Vale also produces refined cobalt at its Long Harbour facilities in Newfoundland and Labrador. The copper operations in Sossego and Salobo in Brazil also yield silver and gold as by-products.

2. Basis of preparation of condensed consolidated interim financial statements

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

The interim financial statements have been prepared to update users on the relevant events and transactions that occurred in the period and must be read together with the financial statements for the year ended December 31, 2024. All accounting policies, accounting estimates and judgments, risk management and measurement methods are the same as those adopted in the preparation of the latest annual financial statements.

 

10 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

These interim financial statements were authorized for issue by the Board of Directors on April 24, 2025.

a) Functional currency and presentation currency

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

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

      Average rate
  Closing rate Three-month period ended March 31,
  March 31, 2025 December 31, 2024 2025 2024
US Dollar ("US$") 5.7422 6.1923 5.8522 4.9515
Canadian dollar ("CAD") 3.9937 4.3047 4.0802 3.6723
Euro ("EUR") 6.1993 6.4363 6.1608 5.3768

 

b) Tariffs applied by the United States of America

The Company is subject to external risk factors related to its operations and its customer portfolio and supply chain profile.

In February 2025, the President of the United States signed an executive order imposing tariffs on products from several countries. The program establishes individualized import tariffs per country, based on a minimum tariff of 10%. The effective date and tariff amounts vary from country to country.

New announcements have been recently disclosed, and the Company is monitoring developments. Until this date, Vale does not expect any significant direct effects on its operations.

3. Significant events and transaction related to first quarter of 2025

Divestment on Energy Assets – In March 2025, the Company signed an agreement with Global Infrastructure Partners for the sale of 70% of its stake in Aliança Geração de Energia S.A., including the assets of Sol do Cerrado solar plant and Risoleta Neves hydroelectric plant (together: "Energy Assets"), for the amount of US$837. As a result, Vale classified the Energy Assets as non-current assets held for sale and recognized an impairment of US$117 in the income statement. Completion of the transaction is expected for 2025 and is subject to customary precedent conditions. Further details are presented in note 15(a) of these interim financial statements.

 

Shareholder remuneration – In February 2025, the Board of Directors approved shareholder remuneration in the amount of US$1,596 (R$9,143 million), which was paid in March 2025. Further details are presented in note 28(c) of these interim financial statements.
Bond issuance and repurchase – In February 2025, the Company issued bonds in the amount of US$750 maturing in 2054. In March 2025, these proceeds were partially used to redeem bonds maturing in 2034, 2036 and 2039 in the total amount of US$329. As a result of the early redemption, Vale paid a premium of US$44, which was recorded in the income statement for the period as a financial expense. Further details are presented in note 9(b) to these interim financial statements.

 

4. Information by business segment and geographic area

The Company’s adjusted EBITDA is defined as operating income or loss, including the EBITDA from interests in associates and joint ventures; and excluding (i) depreciation, depletion, and amortization; and (ii) impairment and gains (losses) on disposal of non-current assets, net and other.

 

11 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

Segment Main activities
Iron Solutions Comprises the extraction and production of iron ore, iron ore pellets, other ferrous products, and its logistic related services.  
Energy Transition Metals Includes the extraction and production of nickel and its by-products (gold, silver, cobalt, precious metals and others), and copper, as well as its by-products (gold and silver).
Other Includes corporate expenses not allocated to the operating segment, research and development of greenfield exploration projects, as well as expenses related to the Brumadinho event and de-characterization of dams and asset retirement obligations.

a) Adjusted EBITDA

    Three-month period ended March 31,
  Notes 2025 2024
Iron ore   2,333 2,507
Iron ore pellets   536 882
Other ferrous products and services   18 70
Iron Solutions   2,887 3,459
       
Nickel   41 17
Copper   546 284
Other energy transition metals   (33) (44)
Energy Transition Metals   554 257
       
Other (i)   (326) (278)
       
Adjusted EBITDA   3,115 3,438
       
Depreciation, depletion and amortization   (704) (714)
Impairment and gains (losses) on disposal of non-current assets, net and other (ii)   (420) (73)
EBITDA from associates and joint ventures   (192) (203)
Operating income   1,799 2,448
       
Equity results and other results in associates and joint ventures 14 59 124
Financial results 6 185 (437)
Income before income taxes   2,043 2,135

(i) Includes US$25 related to expenses of Vale Base Metals Limited that were not allocated to the operating segment for the three-month period ended March 31, 2025.

(ii) Includes adjustments of US$167 for the three-month period ended March 31, 2025 (2024: US$67), to reflect the performance of the streaming transactions at market prices.

 

 

b) Net operating revenue by shipment destination

 

  Three-month period ended March 31, 2025
  Iron Solutions Energy Transition Metals  
  Iron ore Iron ore pellets Other ferrous products and services Total Iron Solutions Nickel and other products Copper Other energy transition metals Total Energy Transition Metals Net operating revenue
China (i) 3,625 3,625 92 162 7 261 3,886
Japan 444 19 463 54 54 517
Asia, except Japan and China 535 38 6 579 98 29 4 131 710
Brazil 249 377 160 786 23 5 28 814
United States of America 54 54 223 20 243 297
Americas, except United States and Brazil 49 49 120 120 169
Germany 82 41 123 142 194 4 340 463
Europe, except Germany 219 33 252 201 356 2 559 811
Middle East, Africa, and Oceania 444 444 8 8 452
Net operating revenue 5,154 1,055 166 6,375 961 741 42 1,744 8,119

 

12 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

  Three-month period ended March 31, 2024
  Iron Solutions Energy Transition Metals  
  Iron ore Iron ore pellets Other ferrous products and services Total Iron Solutions Nickel and other products Copper Other energy transition metals Total Energy Transition Metals Net operating revenue
China (i) 3,662 3,662 72 156 228 3,890
Japan 520 65 585 97 97 682
Asia, except Japan and China 465 39 3 507 91 91 598
Brazil 329 521 145 995 8 3 11 1,006
United States of America 52 52 191 191 243
Americas, except United States and Brazil 121 121 123 62 185 306
Germany 68 35 103 96 127 223 326
Europe, except Germany 241 41 282 168 232 400 682
Middle East, Africa, and Oceania 7 711 718 8 8 726
Net operating revenue 5,292 1,585 148 7,025 854 577 3 1,434 8,459

(i) Includes operating revenue of China Mainland in the amount of US$3,801 (2024: US$3,674) and Taiwan in the amount of US$85 (2024: US$216).

No customer individually represented 10% or more of the Company’s revenues in the periods presented above.

c) Costs of goods and services rendered

  Consolidated
  Three-month period ended March 31
  2025 2024
Iron Ore 2,810 2,703
Iron Ore Pellets 559 739
Other ferrous products and services 137 110
Iron Solutions 3,506 3,552
     
Nickel 907 773
Copper 339 329
Other Energy Transition Metals 38 35
 Energy Transition Metals 1,284 1,137
     
Depreciation, depletion and amortization 661 678
Cost of goods sold and services rendered 5,451 5,367

 

 

d) Assets by geographic area

  March 31, 2025 December 31, 2024
  Investments in associates and joint ventures Intangible Property, plant and equipment Total Investments in associates and joint ventures Intangible Property, plant and equipment Total
Brazil 2,140 8,515 30,600 41,255 2,046 8,847 28,706 39,599
Canada 1,665 9,531 11,196 1,666 9,452 11,118
Americas, except Brazil and Canada 4 4 3 3
Europe 580 580 589 589
Indonesia 1,886 63 1,949 1,885 61 1,946
Asia, except Indonesia and China 646 646 654 654
China 1 3 4 1 4 5
Oman 599 1 506 1,106 616 515 1,131
Total 4,625 10,182 41,933 56,740 4,547 10,514 39,984 55,045
                 

 

13 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

5. Costs and expenses by nature

a) Cost of goods sold, and services rendered

  Three-month period ended March 31,
  2025 2024
Services 1,022 1,031
Freight 1,015 938
Personnel 673 553
Depreciation, depletion and amortization 661 678
Materials 604 641
Acquisition of products 557 374
Fuel, oil and gas 265 369
Royalties 259 289
Energy 122 169
Others 273 325
Total 5,451 5,367

b) Selling and administrative expenses

  Three-month period ended March 31,
  2025 2024
Personnel 62 67
Services 27 34
Depreciation and amortization 24 10
Other 32 29
Total 145 140

c) Other operating revenues (expenses), net

    Three-month period ended March 31,
  Notes 2025 2024
Expenses related to Brumadinho event 23 (106) (102)
Reversal in provisions related to de-characterization of dam and asset decommissioning obligation, net 25 1 52
Provision for litigations 26(a) (57) (50)
Profit sharing program   (40) (85)
Expenses related with socio-environmental commitments   (14) (12)
Others   (42) (53)
Total   (258) (250)

 

 

14 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

6. Financial results

    Three-month period ended March, 31
  Notes 2025 2024
Financial income      
Short-term investments   98 81
Other   18 28
    116 109
Financial expenses      
Loans and borrowings interest 9(c) (220) (166)
Bond premium repurchase 9(c) (44)
Interest on supplier finance arrangements   (39) (46)
Interest on REFIS   (18) (28)
Interest on lease liabilities 22 (8) (14)
Other   (53) (85)
    (382) (339)
Other financial items, net      
Foreign exchange and indexation losses, net   (352) (373)
Participative shareholders' debentures 20 38 164
Derivative financial instruments, net 18 765 2
    451 (207)
Total   185 (437)

 

7. Taxes

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) released the Pillar Two model rules to reform international corporate taxation. Multinational economic groups within the scope of these rules are required to calculate their effective tax rate in each country where they operate, the “GloBE effective tax rate”.

When the effective GloBE rate of any entity in the economic group, aggregated by jurisdiction where the group operates, is lower than the minimum rate defined at 15%, the multinational group must pay a supplementary amount of tax on profit, referring to the difference between its rate effective GloBE and the minimum tax rate.

The Company is subject to OECD Pillar Two model rules in Australia, Brazil, Canada, Indonesia, Japan, Luxembourg, Malaysia, Netherlands, Singapore, Switzerland and United Kingdom. Therefore, the impacts from Pilar Two are already being considered on the calculation of income tax for these jurisdictions.

However, the Company does not expect material impacts on the calculation of income tax or on the financial statements for the current and future periods, mainly due to the application of the simplifying rules (“Safe Harbor”) in the GloBE computation.

The Company applied the relief from the requirement to recognize and disclose deferred taxes arising from enacted or substantively enacted tax law that implements the Pillar Two model rule, according to IAS 12 – Income taxes.

a) Income tax reconciliation

Income tax expense is recognized based on the estimate of the weighted average effective tax rate expected for the full year, adjusted for the tax effect of certain items that are recognized in full on the interim tax calculation. Therefore, the effective tax rate in the interim financial statements may differ from management’s estimate of the effective tax rate for the year. The reconciliation of the taxes calculated according to the nominal tax rates and the amount of taxes recorded is shown below:

 

 

15 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

    Three-month period ended March 31,
  Notes 2025 2024
Income before income taxes   2,043 2,135
Income taxes at statutory rate (34%)   (695) (726)
Adjustments that affect the taxes basis:      
Tax incentives   412 469
Addition of tax loss carryforward   (60) (156)
Divestment on Energy Assets 15(a) (135)
Effects on tax computation of foreign operations   (112) (10)
Reclassification of cumulative adjustments to the income statement   (3) (17)
Other   (54) (8)
Income taxes   (647) (448)
Current tax   (186) (734)
Deferred tax   (461) 286
Income taxes   (647) (448)

b) Deferred income tax assets and liabilities

  Notes Assets Liabilities Deferred taxes, net
Balance as of December 31, 2024   8,244 445 7,799
Effect in income statement   (423) 38 (461)
Other comprehensive income   2 3 (1)
Transfer between assets and liabilities   (52) (52)
Translation adjustment   548 36 512
Transfer to held for sale (Energy Assets) 15(a) (10) (295) 285
Balance as of March 31, 2025   8,309 175 8,134
         
Balance as of December 31, 2023   9,565 870 8,695
Effect in income statement   245 (52) 297
Other comprehensive income   136 17 119
Transfer between assets and liabilities   31 31
Translation adjustment   (278) (18) (260)
Balance as of March 31, 2024   9,699 848 8,851

 


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

  March 31, 2025 December 31, 2024
Current liabilities 386 353
Non-current liabilities 1,005 1,007
REFIS liabilities 1,391 1,360
     
SELIC rate 14.25 % 12.25 %

The balance mainly relates to the settlement program of claims regarding the collection of income tax and social contribution on equity gains of foreign subsidiaries and associates from 2003 to 2012. This amount bears SELIC interest rate (Special System for Settlement and Custody) and will be paid in monthly installments until October 2028 and the impact of the SELIC over the liability is recorded under the Company’s financial results (note 6).

d) Uncertain tax positions (“UTP”)

The amount under discussion with the tax authorities is US$6,534 as of March 31, 2025 (December 31, 2024: US$5,939), which may reduce tax losses by US$643 as of March 31, 2025 (December 31, 2024: US$596), if the tax authority does not accept the tax treatment adopted by the Company in relation to these matters.

 

16 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

  March 31, 2025 December 31, 2024
  Assessed (i) Potential (ii) Total Assessed (i) Potential (ii) Total
UTPs not recorded on statement of financial position (iii)            
Transfer pricing over the exportation of ores to a foreign subsidiary 3,719 1,734 5,453 3,387 1,608 4,995
Expenses of interest on capital 1,397 1,397 1,262 1,262
Proceeding related to income tax paid abroad 468 468 427 427
Goodwill amortization 802 71 873 743 62 805
Payments to Renova Foundation 330 378 708 301 351 652
Other 461 461 415 415
  7,177 2,183 9,360 6,535 2,021 8,556
             
UTPs recorded on statement of financial position            
Deduction of CSLL in Brazil 168 168 154 154
  168 168 154 154

(i) Includes the tax effects arising from the reduction of the tax losses and negative basis of the CSLL without fines and interest.

(ii) Includes the principal, without fines and interest.

(iii) Based on the assessment of its internal and external legal advisors, the Company believes that the tax treatment adopted for these matters will be accepted in decisions of the higher courts on last instance.

 

e) Recoverable and taxes payables

  Consolidated
  Current assets Non-current assets Current liabilities
  March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
Value-added tax ("ICMS") 247 260 3 3 34 34
Brazilian federal contributions ("PIS" and "COFINS") 179 266 1,053 975 26 12
Income taxes 654 564 325 319 426 317
Financial compensation for the exploration of mineral resources ("CFEM") 55 63
Other 13 10 110 148
Total 1,093 1,100 1,381 1,297 651 574

 

8. Basic and diluted earnings per share

The basic and diluted earnings per share are presented below:

  Three-month period ended March 31,
  2025 2024
Net income attributable to Vale S.A.'s shareholders 1,394 1,679
     
Thousands of shares    
Weighted average number of common shares outstanding 4,268,759 4,285,865
Weighted average number of common shares outstanding and potential ordinary shares 4,273,772 4,289,631
     
Basic and diluted earnings per share    
Common share (US$) 0.33 0.39

 

 

17 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

9. Cash flows reconciliation

a) Cash flow from operating activities

    Three-month period ended March 31,
  Notes 2025 2024
Cash flow from operating activities:      
Income before income taxes   2,043 2,135
Adjusted for:      
Equity results and other results in associates and joint ventures 14 (59) (124)
Impairment and gains (losses) on disposal of non-current assets, net 15(a), 16 and 17 253 6
Review of estimates related to the provision of Brumadinho 23 39 (6)
Review of estimates related to the provision of de-characterization of dams 25 (9) (61)
Depreciation, depletion and amortization   704 714
Financial results, net 6 (185) 437
Changes in assets and liabilities:      
Accounts receivable 10 316 1,935
Inventories 11 (239) (626)
Suppliers and contractors 12 (21) 378
Other assets and liabilities, net   (308) (309)
Cash flow from operations   2,534 4,479

b) Reconciliation of debt to cash flows arising from financing activities

  Quoted in the secondary market Other debt contracts in Brazil Other debt contracts on the international market Total
December 31, 2024 8,539 337 5,916 14,792
Additions 750 861 1,611
Payments (349) (11) (580) (940)
Interest paid (i) (116) (4) (120) (240)
Cash flow from financing activities 285 (15) 161 431
Transfer to held for sale (Energy Assets) (210) (30) (240)
Effect of exchange rate 139 15 2 156
Interest accretion 187 3 86 276
Non-cash changes 116 (12) 88 192
March 31, 2025 8,940 310 6,165 15,415
         
December 31, 2023 7,474 250 4,747 12,471
Additions 870 870
Payments (40) (12) (10) (62)
Interest paid (i) (92) (6) (88) (186)
Cash flow from financing activities (132) (18) 772 622
Effect of exchange rate (9) (7) (16)
Interest accretion 85 6 80 171
Non-cash changes 76 (1) 80 155
March 31, 2024 7,418 231 5,599 13,248

(i) Classified as operating activities in the statement of cash flows.

 

Funding

In March 2025, the Company contracted a loan of US$50 with DBS Bank indexed to SOFR plus spread adjustments and maturing in 2026.
In March 2025, the Company contracted a loan of US$270 with Credit Agricole Bank indexed to SOFR plus spread adjustments and maturing in 2029.
In February 2025, the Company issued bonds of US$750 with a coupon of 6.40% per year, payable semi-annually, and maturing in 2054.
In February 2025, the Company contracted a loan of US$270 with Credit Agricole Bank indexed to SOFR plus spread adjustments and maturing in 2029.
In January 2025, the Company contracted a loan of US$271 with Credit Agricole Bank indexed to SOFR plus spread adjustments and maturing in 2029.
In March 2024, the Company contracted a loan of US$360 with the Japan Bank of International Cooperation (“JBIC”) indexed to SOFR plus spread adjustments and maturing in 2035.

 

18 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

In March 2024, the Company contracted a loan of US$60 with the CIBC indexed to SOFR plus spread adjustments and maturing in 2024.
In February 2024, the Company contracted a loan of US$166 with Banco Santander indexed to SOFR plus spread adjustments and maturing in 2025.
In February 2024, the Company contracted a loan of US$34 with Credit Agricole Bank indexed to SOFR plus spread adjustments and maturing in 2025.
From January to February 2024, the Company contracted a loan of US$250 with Banco Bradesco with a fixed rate maturing in 2025.

Payments

In March 2025, Vale redeemed notes maturing in 2034, 2036 and 2039, in the total amount of US$329 and paid a premium of US$44, recorded as “Bond premium repurchase” in the financial results for the three-month period ended March 31, 2025.
In March 2025, the Company partially settled the loan contracted with The New Development Bank ("NDB"), in the amount of US$150.
In January 2024, the Company paid principal and interest of debentures, in the amount of US$46.

 

c) Non-cash transactions

  Three-month period ended March 31
  2025 2024
Non-cash transactions:    
Additions to PP&E with capitalized loans and borrowing costs 4 5

 

10. Accounts receivable

  Notes March 31, 2025 December 31, 2024
Receivables from contracts with customers      
Third parties      
Iron Solutions   1,197 1,540
Energy Transition Metals   861 788
Other   10 19
Related parties 29(b) 131 63
Accounts receivable   2,199 2,410
Expected credit loss   (55) (52)
Accounts receivable, net   2,144 2,358

Provisionally priced commodities sales - The Company is mainly exposed to iron ore and copper price risk. The determination of the final sales price for these commodities is based on the pricing period outlined in the sales contracts, typically occurring after the revenue recognition date. Consequently, the Company initially recognizes revenue using a provisional invoice. Subsequently, the receivables associated with provisionally priced products are measured at fair value through profit or loss (note 19). Any fluctuations in the value of these receivables are reflected in the Company's net operating revenue.

The sensitivity of the Company’s risk related to the final settlement of provisionally priced accounts receivables is detailed below:

  March 31, 2025
  Thousand metric tons Provisional price (US$/ton) Variation Effect on Revenue  (US$ million)
Iron ore 14,300 102 +/- 10% +/-146
Copper 50 9,351 +/- 10% +/-51

 

 

19 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

11. Inventories

  March 31, 2025 December 31, 2024
Finished products    
Iron Solutions 2,688 2,493
Energy Transition Metals 631 571
  3,319 3,064
     
Work in progress 677 691
Consumable inventory 1,064 988
     
Net realizable value provision (i) (141) (138)
Total of inventories 4,919 4,605

(i) In the three-month period ended March 31, 2025, the effect of provision for net realizable value was US$4 (2024: US$49).

12. Suppliers and contractors

  Notes March 31, 2025 December 31, 2024
Third parties   4,253 4,004
Related parties 29(b) 150 230
Total   4,403 4,234

The financial liabilities presented as Suppliers and contractors in the Company's statement of financial position represent the outstanding balance of invoices with suppliers for purchases of goods and services, being the average due date usually approximately 60 days.

The Company enters into supplier finance arrangements ("Arrangements") as part of the working capital strategy used in the Company's usual operating cycle, being the payment term extension limited to a short-term period. The Company is also party in agreements structured so that certain suppliers can advance their receivables with Vale due to purchases of materials and services, without any type of change in value or payment terms for the Company. These supplier finance arrangements continue to be presented as suppliers in the Company's statement of financial position, as the terms and conditions of the original liabilities were not substantially modified. The carrying amount related to these transactions is shown below:

  March 31, 2025 December 31, 2024
Carrying amount of accounts payable included in the Arrangements of which suppliers have already received payment 1,429 1,343
Carrying amount of accounts payable included in the Arrangements of which suppliers have not yet received payment 6
Total carrying amount relating to Arrangements with suppliers and contractors 1,429 1,349

Financial charges related to the increase in payment terms are recognized in the financial results as interest on supplier finance arrangements (note 6). The financial charges recognized in the income statement for the three-month period ended March 31, 2025 and 2024 due to the Arrangements totaled, respectively, US$39 and US$46.

 

20 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

13. Other financial assets and liabilities

    Current Non-Current
  Notes March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
Other financial assets          
Restricted cash   8 13
Derivative financial instruments 18 274 53 51 15
Investments in equity securities   56 54
Loans - Related parties 29(b) 3 147 149
    277 53 262 231
Other financial liabilities          
Derivative financial instruments 18 44 197 222 428
Other financial liabilities - Related parties 29(b) 283 291
Liabilities related to the concession grant 13(a) 517 467 2,005 1,887
Others   521 588   32
    1,365 1,543 2,227 2,347

a) Liabilities related to the concession grant

  Consolidated Discount rate  
  December 31, 2024 Revision to estimates Monetary and present value adjustments Disbursements Translation adjustment March 31, 2025 March 31, 2025 December 31, 2024 Remaining term of obligations
Payment obligation 1,118 (3) 25 (13) 88 1,215 7,41% - 11,04% 7,32% - 11,04% 33 years
Infrastructure investment 1,236 16 27 (68) 96 1,307 7,18% - 8,19% 7,43% - 8,12% 8 years
  2,354 13 52 (81) 184 2,522      
Current liabilities 467         517      
Non-current liabilities 1,887         2,005      
Liabilities 2,354         2,522      

In December 2020, the Company entered into an agreement with the Federal Government to continue operating its concessions of the Estrada de Ferro Carajás (“EFC”) and Estrada de Ferro Vitória a Minas (“EFVM”) for thirty years more, extending the maturity date from 2027 to 2057.

Vale, the Brazilian National Land Transportation Agency (“ANTT”) and the Brazilian Federal Government, through the Ministry of Transportation (together: “Parties”), had been discussing the general conditions for concession contracts and on December 30,2024, the general basis for the renegotiation were agreed among the Parties and will comply with usual formalities and will be submitted for the authorities’ evaluation and approval. The renegotiation will be performed under the terms of the concession contracts, which remain in force, aiming to promote their modernization and updating.

 

21 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

14. Investments in associates and joint ventures

Associates and joint ventures % ownership December 31, 2024 Equity results in income statement Dividends declared Translation adjustment Other March 31, 2025
Iron Solutions              
Anglo American Minerio de Ferro Brasil S.A 15.00 663 13 (4) 4 676
Companhia Coreano-Brasileira de Pelotização 50.00 75 2 6 83
Companhia Hispano-Brasileira de Pelotização 50.89 42 1 3 46
Companhia Ítalo-Brasileira de Pelotização 50.90 61 1 5 67
Companhia Nipo-Brasileira de Pelotização 51.00 129 2 11 142
MRS Logística S.A. 49.01 591 23 47 661
VLI S.A. 29.60 341 (12) (15) 26 340
Samarco Mineração S.A. (note 24) 50.00
Vale Oman Distribution Center 50.00 616 3 (20) 599
Other 20 1 (21)
    2,538 33 (39) 99 (17) 2,614
Energy Transition Metals              
PT Vale Indonesia Tbk 33.88 1,885 1 1,886
    1,885 1 1,886
Others              
Aliança Norte Energia Participações S.A. 51.00 74 (7) 6 73
Other   50 (1) 4 (1) 52
    124 (7) (1) 10 (1) 125
Equity results in associates and joint ventures   4,547 27 (40) 109 (18) 4,625
Other results in associates and joint ventures     32        
Equity results and other results in associates and joint ventures     59        

 

 

22 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

15. Acquisitions and divestitures

    Three-month period ended March 31, 2025
  Reference 2025 2024
Energy Assets 15(a) and 16 (117)
    (117)

a) Divestment on Energy Assets – In March 2025, the Company signed an agreement with Global Infrastructure Partners (“GIP”) for the sale of 70% of its stake in Aliança Geração de Energia S.A. ("Aliança Energia"), including the operations of Sol do Cerrado solar plant and Risoleta Neves hydroelectric plant, which are assets of the Company and will be transferred to Aliança Energia upon closing of the transaction, for the amount of US$837.

The transaction amount for Vale comprises an estimated cash inflow of US$1 billion, net of an estimated reduction of US$0.2 billion in the remaining investment in Aliança Energia due to a loan that will be assumed by the investee in the context of the transaction.

Aliança Energia operates power generation assets in Brazil, with a portfolio of six hydroelectric plants in the state of Minas Gerais and three operational wind farms in the states of Rio Grande do Norte and Ceará that, together with Sol do Cerrado solar plant and Risoleta Neves hydroelectric plant, both located in Minas Gerais, will henceforth be referred to as the "Energy Assets".

Upon closing, Vale will have energy supply contracts for own use and will lose control over Aliança Energia, being the remaining interest treated as an associate and accounted at the equity method. Completion of the transaction is expected for 2025 and is subject to customary precedent conditions.

As a result of the agreement with GIP, the assets and liabilities associated with the Energy Assets were classified as held for sale in these interim financial statements and the Company recognized an impairment loss in the amount of US$117 in the income statement as "Impairment and gains (losses) on disposal of non-current assets, net".

Energy Assets classified as held for sale

  Notes March 31, 2025
Assets    
Cash and cash equivalents   115
Deferred income taxes 7(b) 10
Intangible assets 16 904
Property, plant, and equipment 17 and 22 831
Others   34
Total assets   1,894
     
Liabilities    
Loans and borrowings 9(b) 240
Deferred income taxes 7(b) 295
Others   163
Total liabilities   698

 

 

16. Intangibles

  Notes Goodwill Concessions Software Research and development project Total
Balance as of December 31, 2024   3,038 6,942 84 450 10,514
Additions   75 8 83
Disposals   (2) (2)
Amortization   (74) (12) (86)
Impairment 15(a) (117) (117)
Transfer to held for sale (Energy Assets) 15(a) (131) (770) (3) (904)
Translation adjustment   110 544 6 34 694
Balance as of March 31, 2025   2,900 6,715 86 481 10,182
Cost   2,900 8,435 613 481 12,429
Accumulated amortization   (1,720) (527) (2,247)
Balance as of March 31, 2025   2,900 6,715 86 481 10,182
             
Balance as of December 31, 2023   3,263 7,689 104 575 11,631
Additions   37 14 51
Disposals   (5) (5)
Amortization   (62) (18) (80)
Translation adjustment   (80) (239) (3) (17) (339)
Balance as of March 31, 2024   3,183 7,425 97 553 11,258
Cost   3,183 9,150 632 553 13,518
Accumulated amortization   (1,725) (535) (2,260)
Balance as of March 31, 2024   3,183 7,425 97 553 11,258

 

 

23 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

17. Property, plant, and equipment 

 

  Notes Building and land Facilities Equipment Mineral properties Railway equipment Right of use assets Other Constructions in progress Total
Balance as of December 31, 2024   8,655 8,085 4,038 4,547 2,088 660 2,192 9,719 39,984
Additions (i)   108 1,068 1,176
Disposals and impairments   (6) (2) (2) (7) (12) (120) (149)
Assets retirement obligation 25(b) 86 86
Depreciation, depletion and amortization   (105) (138) (155) (94) (37) (34) (77) (640)
Transfer to held for sale (Energy Assets) 15(a) (24) (306) (358) (1) (37) (48) (57) (831)
Translation adjustment 556 552 216 172 166 18 107 520 2,307
Transfers   277 373 215 (1,059) 89 108 (3)
Balance as of March 31, 2025   9,353 8,564 3,954 3,644 2,306 715 2,270 11,127 41,933
Cost   16,270 14,079 9,822 11,442 4,018 1,531 5,099 11,127 73,388
Accumulated depreciation   (6,917) (5,515) (5,868) (7,798) (1,712) (816) (2,829) (31,455)
Balance as of March 31, 2025   9,353 8,564 3,954 3,644 2,306 715 2,270 11,127 41,933
                     
Balance as of December 31, 2023   10,119 9,239 4,450 6,925 2,612 1,359 2,484 11,208 48,396
Additions (i)                              -   15 1,307 1,322
Disposals   (3) (15) (1) (2) (36) (57)
Assets retirement obligation 25(b)                            -   (53) (53)
Depreciation, depletion and amortization   (113) (143) (186) (127) (40) (47) (83) (739)
Translation adjustment   (292) (274) (104) (185) (81) (11) (63) (307) (1,317)
Transfers   167 245 145 137 32 62 (788)
Balance as of March 31, 2024   9,878 9,052 4,304 6,697 2,521 1,316 2,400 11,384 47,552
Cost   17,069 14,705 10,272 15,371 4,342 2,180 5,297 11,384 80,620
Accumulated depreciation   (7,191) (5,653) (5,968) (8,674) (1,821) (864) (2,897)                                -   (33,068)
Balance as of March 31, 2024   9,878 9,052 4,304 6,697 2,521 1,316 2,400 11,384 47,552

 

(i) Includes capitalized interest, when applicable.

For more details regarding right of use and lease liability see note 22.

 

24 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

18. Financial and capital risk management

Effects of derivatives on the statement of financial position

  March 31, 2025 December 31, 2024
  Assets Liabilities Assets Liabilities
Foreign exchange and interest rate risk 319 262 52 601
Commodities price risk 6 4 16 23
Embedded derivatives 1
Total 325 266 68 625

Net exposure

  March 31, 2025 December 31, 2024
Foreign exchange and interest rate risk 57 (549)
Commodities price risk 2 (7)
Embedded derivatives (1)
Total 59 (557)

Effects of derivatives on the income statement

  Gain (loss) recognized in the income statement
  Three-month period ended March 31,
  2025 2024
Foreign exchange and interest rate risk 764 (14)
Commodities price risk 17
Embedded derivatives 1 (1)
Total 765 2

Effects of derivatives on the cash flows

  Financial settlement inflows (outflows)
  Three-month period ended March 31,
  2025 2024
Foreign exchange and interest rate risk 143 41
Commodities price risk (9) 2
Total 134 43

a) Market risk

a.i) Foreign exchange and interest rates

  Notional Fair value Fair value by year
Flow March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024 2025 2026 2027+
Foreign Exchange and Interest Rate Derivatives US$10.267 US$11.490 57 (549) 209 5 (157)

The sensitivity analysis of these derivative financial instruments is presented as follows:

Instrument's main risk events Fair value Scenario I  (∆ of 25%) Scenario II (∆ of 50%)
R$ depreciation 57 (1,925) (3,907)
US$ interest rate inside Brazil decrease 57 (122) (328)
Brazilian interest rate increase 57 (334) (656)
TJLP interest rate decrease 57 55 52
IPCA index decrease 57 (56) (154)
SOFR interest rate decrease 57 17 (24)
US Treasury rate increase 57 57 57

 

 

25 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

a.ii) Protection program for product prices and input costs

  Notional Fair value Fair value by year
Flow March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024 2025 2026 2027+
Brent crude oil (bbl)              
Options 19,288,125 24,050,625 3 11 3
               
Forward Freight Agreement (days)              
Freight forwards 2,430 3,240 1 (11) 1
               
Fixed price nickel sales protection (ton)              
Nickel forwards 3,870 4,978 (2) (7) (2)

The sensitivity analysis of these derivative financial instruments is presented as follows:

Instrument Instrument's main risk events Fair value Scenario I (∆ of 25%) Scenario II (∆ of 50%)
Brent crude oil (bbl) Decrease in fuel oil price 3 (49) (345)
Forward Freight Agreement (days) Decrease in freight price 1 (12) (25)
Hedge for fixed-price nickel sales (tons) Decrease in nickel price (2) (17) (33)

a.iii) Embedded derivatives in contracts

  Notional Fair value Fair value by year
Flow March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024 2025 2026 2027+
Embedded derivative (pellet price) in natural gas purchase (volume/month)              
Call options 746,667 746,667 (1)

The sensitivity analysis of these derivative financial instruments is presented as follows:

Instrument Instrument's main risk events Fair value

Scenario I

(∆ of 25%)

Scenario II

(∆ of 50%)

Embedded derivative (pellet price) in natural gas purchase agreement (volume/month)        
Embedded derivatives - Gas purchase Pellet price increase (1) (3)

a.iv) Hedge accounting

  Gain (loss) recognized in the other comprehensive income
  Three-month period ended March 31,
  2025 2024
Net investments hedge 171 (56)

 

b) Credit risk management

b.i) Financial counterparties’ ratings

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

The table below presents the ratings in foreign currency as published by Moody’s regarding the main financial institutions used by the Company to contract derivative instruments, cash and cash equivalents transaction.

 

26 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

  March 31, 2025 December 31, 2024
  Cash and cash equivalents and investment Derivatives Cash and cash equivalents and investment Derivatives
Aa2 516 391 1
A1 1,918 87 1,874 28
A2 238 49 520 13
A3 524 13 709 2
Baa1 1 1
Baa2 4 4
Ba1 (i) 417 121 719 18
Ba2 (i) 380 55 788 6
  3,998 325 5,006 68

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

 

19. Financial assets and liabilities

a)Classification

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

 

    March 31, 2025 December 31, 2024
Financial assets Notes Amortized cost At fair value through OCI At fair value through profit or loss Total Amortized cost At fair value through OCI At fair value through profit or loss Total
Current                  
Cash and cash equivalents 21 3,955 3,955 4,953 4,953
Short-term investments 21 43 43 53 53
Derivative financial instruments 18 274 274 53 53
Accounts receivable 10 245 1,899 2,144 374 1,984 2,358
    4,200 2,216 6,416 5,327 2,090 7,417
Non-current                
Judicial deposits 26(c) 580 580 537 537
Restricted cash 13 8 8 13 13
Derivative financial instruments 18 51 51 15 15
Investments in equity securities 13 56 56 54 54
    588 56 51 695 550 54 15 619
Total of financial assets   4,788 56 2,267 7,111 5,877 54 2,105 8,036
                   
Financial liabilities                  
Current                  
Suppliers and contractors 12 4,403 4,403 4,234 4,234
Derivative financial instruments 18 44 44 197 197
Loans and borrowings 21 608 608 1,020 1,020
Leases 22 176 176 147 147
Liabilities related to the concession grant 13(a) 517 517 467 467
Other financial liabilities - Related parties 29 283 283 291 291
Advances and other financial obligations 13 521 521 588 588
    6,508 44 6,552 6,747 197 6,944
Non-current                  
Derivative financial instruments 18 222 222 428 428
Loans and borrowings 21 14,807 14,807 13,772 13,772
Leases 22 605 605 566 566
Participative shareholders' debentures 20 2,350 2,350 2,217 2,217
Liabilities related to the concession grant 13(a) 2,005 2,005 1,887 1,887
Other financial obligations   32 32
    17,417 2,572 19,989 16,257 2,645 18,902
Total of financial liabilities   23,925 2,616 26,541 23,004 2,842 25,846
                   

 

27 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

b) Hierarchy of fair value

    March 31, 2025 December 31, 2024
  Notes Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets                  
Short-term investments 21 43 43 53 53
Derivative financial instruments 18 325 325 68 68
Accounts receivable 10 1,899 1,899 1,984 1,984
Investments in equity securities 13 56 56 54 54
    43 2,280 2,323 53 2,106 2,159
                   
Financial liabilities                  
Derivative financial instruments 18 266 266 625 625
Participative shareholders' debentures 20 2,350 2,350 2,217 2,217
    2,616 2,616 2,842 2,842

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

c) Fair value of loans and borrowings

  March 31, 2025 December 31, 2024
  Carrying amount Fair value Carrying amount Fair value
Quoted in the secondary market:        
Bonds 7,729 7,748 7,267 7,245
Debentures 1,211 1,193 1,272 1,275
Debt contracts in Brazil in:        
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 159 159 185 185
Basket of currencies and bonds in US$ indexed to SOFR 150 156 152 155
Debt contracts in the international market in:        
US$, with variable and fixed interest 6,101 6,294 5,844 5,922
Other currencies, with fixed interest 56 57 63 64
Other currencies, with variable interest 9 8 9 8
Total 15,415 15,615 14,792 14,854

 

20. Participative shareholders’ debentures

  Three-month period ended March 31,    
  2025 2024 Liabilities
  Average price (R$) Financial result Average price (R$) Financial result March 31, 2025 December 31, 2024
Participative shareholders’ debentures 34.73 38 33.70 164 2,350 2,217

On April 1st, 2025 (subsequent event), the Company made available for withdrawal as remuneration the amount of US$132 for the second semester of 2024 (2024: US$153 for the second semester of 2023).

21. Loans, borrowings, cash and cash equivalents and short-term investments

a) Net debt

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

  Notes March 31, 2025 December 31, 2024
Loans and borrowings   15,415 14,792
Leases 22(b) 781 713
Gross debt   16,196 15,505
       
(-) Cash and cash equivalents   3,955 4,953
(-) Short-term investments (i)   43 53
Net debt   12,198 10,499

(i) Substantially comprises investments in an exclusive investment fund, which portfolio is made by committed transactions and certificate of deposits (“CDB”).

 

28 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

b) Cash and cash equivalents

  March 31, 2025 December 31, 2024
R$ 1,312 1,709
US$ 2,444 3,048
Other currencies 199 196
Total 3,955 4,953

c) Loans and borrowings

i)Outstanding balance of loans and borrowings by type and currency
    Current liabilities Non-current liabilities
  Average interest rate (i) March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
Quoted in the secondary market:          
US$ Bonds 6.04% 7,607 7,187
R$ Debentures 7.02% 53 68 1,130 1,191
Debt contracts in Brazil in (ii):          
R$, indexed to TJLP, TR, IPCA, IGP-M and CDI 11.03% 42 41 117 143
Basket of currencies and bonds in US$ indexed to SOFR 6.06% 150 150
Debt contracts in the international market in:          
US$, with variable and fixed interest 5.49% 300 716 5,752 5,042
Other currencies, with fixed interest 5.08% 11 11 42 50
Other currencies, with variable interest 3.98% 9 9
Accrued charges   202 184
Total   608 1,020 14,807 13,772

(i) In order to determine the average interest rate for debt contracts with floating rates, the Company used the rate applicable as of March 31, 2025.

(ii) The Company entered into derivatives to mitigate the exposure to cash flow variations of all floating rate debt contracted in Brazil, resulting in an average cost of 3.22% per year in US$.

The reconciliation of loans and financing with cash flows arising from financing activities is presented in note 9(C).

ii) Future flows of principal and interest of loans and borrowings payments

  Principal

Estimated future

interest payments (i)

 

2025 406 710
2026 156 881
2027 1,686 816
2028 838 760
Between 2029 and 2031 4,478 1,780
2032 onwards 7,649 4,260
Total 15,213 9,207

(i) Based on interest rate curves and foreign exchange rates applicable as of March 31, 2025 and considering that the payments of principal will be made on their contracted payments dates. The amount includes the estimated interest not yet accrued and the interest already recognized in the annual financial statements.

 

Covenants

The Company's main financial covenants require it to maintain certain ratios, such as the leverage ratio and interest coverage ratio. Vale is also subject to non-financial covenants normally practiced in the market, such as compliance with certain governance and environmental standards, among others.

The Company is required to comply with these covenants at the end of each annual reporting period and there are no indications that Vale would have difficulties complying with them on the next measurement date, which will be as of December 31, 2025.

22. Leases

a) Right of use

  December 31, 2024 Additions and contract modifications Depreciation Transfer to held for sale (note 15a) Translation adjustment March 31, 2025
Ports 51 (6) 2 47
Vessels 353 (11) 342
Pelletizing plants 109 92 (12) 9 198
Properties 94 16 (4) (37) 7 76
Energy plants 28 (1) 27
Others 25 25
Total 660 108 (34) (37) 18 715

 

 

29 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

b) Leases liabilities

  December 31, 2024 Additions and contract modifications Payments (i) Interest Transfer to held for sale (note 15a) Translation adjustment March 31, 2025
Ports 54 (5) 1 2 52
Vessels 356 (14) 3 345
Pelletizing plants 126 92 (1) 1 9 227
Properties 107 16 (5) 1 (37) 9 91
Energy plants 43 (1) 1 43
Others 27 (4) 1 (1) 23
Total 713 108 (30) 8 (37) 19 781
Current liabilities 147           176
Non-current liabilities 566           605
Total 713           781

(i) The total amount of the variable lease payments not included in the measurement of lease liabilities was US$8 recorded in the income statement in the three-month period ended March 31, 2025 (2024: US$56).

 

Annual minimum payments and remaining lease term

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

  2025 2026 2027 2028 2029 onwards Total Remaining term (years) Discount rate
Ports 20 13 1 1 18 53 2 to 19 4% to 5%
Vessels 44 54 53 51 188 390 1 to 7 3% to 4%
Pelletizing plants 52 44 41 41 70 248 1 to 8 2% to 6%
Properties 15 19 18 17 106 175 1 to 14 2% to 6%
Energy plants 6 6 5 5 33 55 2 to 6 5%
Others 7 7 4 3 1 22 1 to 4 3% to 6%
Total 144 143 122 118 416 943    

 

23. Brumadinho dam failure

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

As a result of the dam failure, the Company recognized provisions to meet its assumed obligations, including indemnification to those affected by the event, remediation of the impacted areas and compensation to the society. In addition, the Company has incurred expenses, which have been recognized straight to the income statement, in relation to tailings management, communication services, humanitarian assistance, payroll, legal services, water supply, among others.

Effects in the income statements

  Three-month period ended in March 31,
  2025 2024
Integral Reparation Agreement 25 33
Other obligations (64) (27)
Incurred expenses (72) (110)
Insurance 5 2
Expenses related to Brumadinho event (106) (102)

 

30 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

Changes in the provision in the period

 

  December 31, 2024 Revision to estimates Monetary and present value adjustments Disbursements Translation adjustment March 31, 2025
Integral Reparation Agreement            
Payment obligations 304 (4) 9 24 333
Provision for socio-economic reparation and others 327 (11) 11 (10) 25 342
Provision for social and environmental reparation 533 (10) 18 (25) 41 557
  1,164 (25) 38 (35) 90 1,232
Other obligations            
Tailings containment, geotechnical safety and environmental reparation 504 6 16 (30) 39 535
Individual indemnification 49 (1) 2 (10) 3 43
Other 253 59 (2) (9) 21 322
  806 64 16 (49) 63 900
Liability 1,970 39 54 (84) 153 2,132

The cash flow for obligations are estimated for an average period ranging from 5 to 7 years and were discounted to the present value at a rate in real terms, which increased from 7.88% on December 31, 2024, to 8.47% on March 31, 2025.

Judicial Settlement for Integral Reparation

On February 4, 2021, the Company entered into a Judicial Settlement for Integral Reparation (“Global Settlement”), which was under negotiations since 2019, with the State of Minas Gerais, the Public Defender of the State of Minas Gerais and the Federal and the State of Minas Gerais Public Prosecutors Offices, to repair the environmental and social damage resulting from the Dam I rupture. As a result of the Global Settlement, the requests for the reparation of socioenvironmental and socioeconomic damages caused by the dam failure were substantially resolved.

The Settlement for Integral Reparation includes: (i) payment obligations, of which the funds will be used directly by the State of Minas Gerais and Institutions of Justice for socioeconomic and socioenvironmental compensation projects; (ii) socioeconomic projects in Brumadinho and other municipalities; and (iii) compensation of the environmental damage caused by the dam failure. These obligations are projected for an average period of 5 years.

The Settlement for Integral Reparation addresses the diffuse and collective socioeconomic damages resulting from the disaster, with the exception of supervening damages, individual damages and homogeneous individual damages of a divisible nature, in accordance with the claims of the lawsuits not extinguished by the Global Settlement.

For the measures described in items (i) and (ii), the amounts are specified in the agreement. For the execution of the environmental recovery, actions has no cap limit, despite having been estimated in the Settlement for Integral Reparation due to the Company's legal obligation to fully repair the environmental damage caused by the dam failure.. Therefore, although Vale is monitoring this provision, the amount recorded could materially change depending on several factors that are not under the Company’s control.

Other obligations

The Company is also working to ensure geotechnical safety of the remaining structures at the Córrego do Feijão mine, in Brumadinho, and the removal and proper disposal of the tailings of Dam I, including dredging part of the released material and de-sanding from the channel of the river Paraopeba.

For the individual indemnification, Vale and the Public Defendants of the State of Minas Gerais formalized an agreement on April 5, 2019, under which those affected by the Brumadinho’s dam failure may join an individual or family group out-of-court settlement agreements for the indemnification of material, economic and moral damages. This agreement establishes the basis for a wide range of indemnification payments, which were defined according to the best practices and case law of Brazilian Courts, following rules and principles of the United Nations.

a) Legal Proceedings

Class action in the United States

Vale is defending itself against a class action brought before a Federal Court in New York and filed by holders of securities - American Depositary Receipts ("ADRs") - issued by Vale.

 

31 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

The Court will review the admissibility of Vale's Motion for Summary Judgment through the consideration of a pre-motion letter submitted by Vale. Additionally, in 2024, there was a hearing with the Judge to consider Motion for Class Decertification filed by Vale and oral arguments on the relevance of expert opinions presented by the Plaintiffs' experts. A decision from the Court on Vale's requests is currently pending.

In November 2021, a new complaint was filed by eight investment funds that chose to seek redress for alleged damages independently and separately from the class members of the main action, with the same allegations presented in the main class action. A decision from the Court on Vale's preliminary defense ("motion to dismiss") is currently pending.

The likelihood of loss of these proceedings is considered possible. However, considering the current phase of these lawsuits, it is not yet possible to reliably estimate the amount of a potential loss. The amount of damages sought in these claims is unspecified.

 

32 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

Arbitration proceedings in Brazil filed by shareholders, a class association and foreign investment funds

In Brazil, Vale is a defendant in one arbitration filed by 385 minority shareholders and three arbitrations filed by foreign investment funds. Vale was also a defendant in two arbitrations filed by a class association allegedly representing all Vale’s noncontrolling shareholders, which were dismissed in August 2024.

In the four ongoing proceedings, the claimants argue that Vale was aware of the risks associated with the dam and failed to disclose it to its shareholders. Based on such argument, they claim compensation for losses caused by the decrease in share price.

The expectation of loss is classified as possible for the four procedures and, considering the initial phase, it is not possible at this time to reliably estimate the amount of a possible loss.

In one of the proceedings filed by foreign legal entities, the Claimants initially estimated the amount of the alleged losses would be approximately US$313 (R$1,800 million), subject to interest and monetary adjustments. In another proceeding filed by foreign legal entities, the Claimants initially estimated the amount of the alleged losses would be approximately US$679 (R$3,900 million), subject to interest and monetary adjustments. In the procedure presented by minority shareholders, the applicants estimated the alleged losses at approximately US$522 (R$3,000 million), subject to interest and monetary adjustments, which could be increased later, as alleged by the applicants.

The Company disagrees with the ongoing proceedings and understands that, in this case and at the current stage of the proceedings, the probability of loss in the amount claimed by the claimants is remote.

24. Liabilities related to associates and joint ventures

In November 2015, the Fundão tailings dam owned by Samarco Mineração S.A. (“Samarco”) experienced a failure, flooding certain communities and impacting communities and the environment along the Doce River. The dam failure resulted in 19 fatalities and caused property and environmental damage to the affected areas. Samarco is a joint venture equally owned by Vale S.A. and BHP Billiton Brasil Ltda. (‘‘BHPB’’).

Thus, Vale, Samarco, and BHPB entered into agreements with the Federal Union, the States of Minas Gerais and Espírito Santo, and some other federal and state agencies, establishing the creation of socioenvironmental and socioeconomic programs aimed at adopting measures for mitigation, remediation, and compensation of damages. However, the requirements established reparation measures in the agreements could not be fully implemented within the established period, and the involved parties began initiated further negotiations to seek a definitive agreement for the resolution of all obligations related to the dam collapse.

 

a) Definitive Settlement for the full reparation

In October 2024, Vale, Samarco and BHPB, together with the Brazilian Federal Government, the State Governments of Minas Gerais and Espírito Santo, the Federal and State Public Prosecutors’ and Public Defenders’ Offices and other Brazilian public entities (jointly, “the Parties”) entered into a new agreement (“Definitive Settlement”) on integral and definitive reparation of the impacts of Fundão dam collapse, in Mariana, Minas Gerais. The agreement was ratified in November 2024.

The Definitive Settlement replaced all of the previously signed agreements, and addressed Brazilian public authorities the claims related to the Fundão dam collapse, from the perspective of socioenvironmental and socioeconomical damages.

The total amount of the Definitive Settlement is US$31.7 billion (R$170 billion), comprising past and future obligations, to serve the people, communities and environment impacted by the dam failure. It includes:

US$7.9 billion (R$38 billion) already incurred, from the date of the dam collapse until the Definitive Settlement, by Vale, Samarco and BHPB with remediation and compensation measures and, therefore, do not constitute the Company’s provision balance;
US$18 billion (R$100 billion) paid over 20 years to the Federal Government, the States of Minas Gerais and Espírito Santo, the municipalities and which will also be used by Justice Institutions, to fund compensatory actions tied to public policies; and
US$5.8 billion (R$32 billion) in performance obligations executed by Samarco, including initiatives for individual indemnification, resettlement, and environmental recovery. The expectation is that the cash disbursement related to these obligations will occur substantially over the next 3 years.

 

33 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

Samarco has primary responsibility for funding the obligations related to the Definitive Settlement. Vale and BHPB have secondary funding obligations in the proportion to their 50 per cent shareholding in Samarco, in extent to which Samarco may not be able to fund the future cash outflows.

The judicial ratification of the Definitive Settlement ended a series of relevant lawsuits, moved in Brazil. Vale, jointly with BHPB and Samarco, is requiring the archive of these proceedings.

b) Provision related to the Samarco dam failure

The changes on the provision are presented below:

  Total
Balance as of December 31, 2024 3,663
Revision to estimates (2)
Monetary and present value adjustments 54
Disbursements (162)
Translation adjustments 284
Balance as of March 31, 2025 3,837

The cash outflows to meet the obligations are discounted to present value at an annual rate in real terms, which increased from 7.30% on December 31, 2024, to 7.35% on March 31, 2025.

 

34 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

c) Remaining legal proceedings

 

With the Definitive Agreement, the public civil actions brought by the Brazilian Justice Institutions and Brazilian public authorities were substantially resolved and the parameters for compliance with the reparation and compensation for damages were defined. Thus, the remaining most relevant legal proceedings are shown below:

Claims in the United Kingdom and the Netherlands

In July 2024, Vale and BHP have entered into a confidential agreement without any admission of liability pursuant to Vale and BHP will share equally any potential payment obligations arising from the UK and Dutch Claims, described below.

London claim - As a result of the rupture of Samarco’s Fundão dam failure, BHP Group Ltd (“BHP”) was named as defendant in group action claims for damages filed in the courts of England and Wales for various plaintiffs, between individuals, companies and municipalities from Brazil that were supposedly affected by the Samarco dam failure (the “UK Claim”).

The proceedings against BHP are still progressing in London and the oral testimony phase of the first stage of the trial, in which the liability issues of the BHP group companies are dealt with, took place between October 2024 and March 2025. If BHP's liability is confirmed, a second stage trial will be held to discuss and determine the amount of damages, scheduled to begin in October 2026 and is expected to last 22 weeks. The likelihood of loss of these proceedings is considered possible. However, considering the current phase, it is not yet possible to reliably estimate the amount of a potential loss.

Netherlands proceeding - In March 2024, a court in Amsterdam granted a preliminary injunction freezing the shares in Vale Holdings B.V., a wholly owned subsidiary incorporated in the Netherlands, and the economic rights attached to those shares, in guarantee of an amount of approximately US$1,031 (EUR955 million). The freezing orders were issued in anticipation of a legal action to be brought against Vale by certain Brazilian municipalities and an organization that represents individuals and small businesses that claim to have been affected by the collapse of Samarco’s Fundão dam in 2015.

In addition, in 2024, three rogatory letters were fulfilled in Brazil, sent by the Amsterdam court, so that Vale could be notified about the filing of the lawsuit and the seizure orders. In the records of these rogatory letters, Vale has already anticipated its understanding about the lack of jurisdiction of the Dutch Justice to analyze the claims of the initial petition.

In the months that followed, Vale was served with notices of these asset freezes in Brazil, some of which have already been lifted due to the adherence of certain municipalities that were claimants in this case to the Definitive Settlement.

The likelihood of loss of these proceedings is considered possible. However, considering the initial phase, it is not yet possible to reliably estimate the amount of a potential loss.

 

d) Judicial reorganization of Samarco

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

In May 2023, Vale S.A. entered into a binding agreement jointly with BHPB, Samarco and certain creditors which hold together more than 50% of Samarco's debt, setting the parameters of Samarco’s debt restructuring to be implemented through a consensual restructuring plan, which was approved by the creditors, submitted to the JR Court in July 2023, and confirmed by the judge in September 2023.

In December 2023, Samarco’s existing US$4.8 billion of financial debt held by creditors was exchanged for approximately US$3.9 billion of long-term unsecured debt, bearing interest from 2023 to 2031.

After the execution of the plan, Samarco has a lean capital structure, in line with its operational ramp-up and cash flow generation. The plan considers the fund of the reparation and compensation programs capped at US$1 billion from 2024 to 2030, of which US$213 has already been incurred, and additional contributions after that period due to the Samarco’s projected cash flows generation.

 

 

35 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

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

The Company is subject to local laws and regulations, that requires the decommissioning of the assets that Vale operates at the end of their useful lives, therefore, expenses related to the demobilization occur after the end of operational activities and also throughout the life of operations through progressive closures. These obligations are regulated in Brazil at the Federal and State levels by ANM (National Mining Agency) and Environmental Agencies, respectively. Among the requirements, the closure plans must consider the physical, chemical and biological stability of the areas and post-closure actions for the period necessary to verify the effectiveness of the decommissioning. These obligations are accrued and are subject to critical estimates and assumptions applied to the measurement of costs by the Company. Depending on the geotechnical characteristics of the structures, the Company is required to de-characterize the structures, as shown in item a) below.

Effects in the income statement

    Three-month period ended in March 31,
  Notes 2025 2024
De-characterization of upstream geotechnical structures 25(a) 9 61
Obligation for asset decommissioning 25(b) (8) 13
Environmental obligations 25(b) (22)
Total   1 52

 

Provision changes during the period

  Notes De-characterization of upstream geotechnical structures (i) Asset retirement obligations

Environmental obligations

 

Total
Balance as of December 31, 2024   2,213 3,106 444 5,763
Revision to estimates - amounts for closed plants charged to the income statement   (9) 8 (1)
Revision to estimates – capitalized value for operational plants   86 2 88
Disbursements   (79) (35) (19) (133)
Monetary and present value adjustments   44 38 7 89
Transfer to assets held for sale 15(a) (2) (22) (24)
Translation adjustments   173 119 27 319
Balance as of March 31, 2025   2,342 3,320 439 6,101

(i) The cash flow for de-characterization projects are estimated for a period up to 13 years and were discounted to present value at an annual rate in real terms, which increased from 7.36% to 7.46%.

a) De-characterization of upstream geotechnical structures

As a result of the Brumadinho dam failure (note 23) and, in compliance with laws and regulations, the Company has decided to accelerate the plan to “de-characterize” of all its dams and dikes built under the upstream method, located in Brazil. The Company also operates tailings dams in Canada, including upstream compacted dams. However, the Company decided that these dams will be decommissioned using other methods, thus, the provision to carry out the decommissioning of dams in Canada is recognized as “Obligations for decommissioning assets and environmental obligations”, as presented in item (b) below.

These structures are in different stages of maturity, some of them still in the conceptual engineering phase, for which the estimate of expenditures includes in its methodology a high degree of uncertainty in the definition of the total cost of the project in accordance with best market practices.

Operational stoppage and idle capacity

The Company has suspended some operations due to judicial decisions or technical analysis performed by Vale on its geotechnical structures located in Brazil. The Company has been recording losses in relation to the operational stoppage and idle capacity of the Iron Solutions segment in the amounts of US$10 for the three-month period ended March 31, 2025, respectively (2024: US$43).

 

36 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

b) Asset retirement obligations and environmental obligations

  Liability   Discount rate   Cash flow maturity
  March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
Liability by geographical area            
Brazil 1,890 1,784 7.37% 7.38% 2132 2132
Canada 1,616 1,520 1.31% 1.44% 2152 2152
Oman 142 142 3.57% 3.66% 2035 2035
Other regions 111 104 2.76% 2.77% - -
  3,759 3,550        
Operating plants 2,762 2,509        
Closed plants 997 1,041        
  3,759 3,550        

Financial guarantees

The Company has guarantees issued by financial institutions in the amount of US$1,080 as of March 31, 2025 (December 31, 2024: US$1,091), in connection with the asset retirement obligations for its Energy Transition Metals operations. The financial cost of these guarantees is immaterial.

26. Legal proceedings

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

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

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

The lawsuits related to Brumadinho event (note 23) and the Samarco dam failure (note 24) are presented in its specific notes to these financial statements and, therefore, are not disclosed below.

a) Provision for legal and administrative proceedings

Effects in income statements

  Three-month period ended in March 31,
  2025 2024
Tax litigations (2) (4)
Civil litigations (16) (12)
Labor litigations (39) (33)
Environmental litigations (1)
Total (57) (50)

Changes in the provisions in the period

  Tax litigation Civil litigation Labor litigation Environmental litigation Total of litigation provision
Balance as of December 31, 2024 201 290 482 40 1,013
Additions and reversals, net 2 16 39 57
Payments (3) (11) (15) (29)
Indexation and interest 4 4 7 15
Transfer to held for sale (5) (27) (32)
Translation adjustment 16 23 38 3 80
Balance as of March 31, 2025 220 317 551 16 1,104
           
Balance as of December 31, 2023 90 380 514 15 999
Additions and reversals, net 4 12 33 1 50
Payments (25) (22) (47)
Indexation and interest 7 25 (1) 1 32
Translation adjustment (3) (12) (16) (1) (32)
Balance as of March 31, 2024 98 380 508 16 1,002

 

 

37 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

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

Tax litigations – The Company is party to several administrative and legal proceedings related mainly to the incidence of Brazilian federal contributions ("PIS" and "COFINS"), Value-added tax ("ICMS") and other taxes.

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

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

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

 

b) Contingent liabilities

  March 31, 2025 December 31, 2024
Tax litigations 6,457 5,995
Civil litigations 1,402 1,274
Labor litigations 339 292
Environmental litigations 1,146 1,050
Total 9,344 8,611

c) Judicial deposits

  March 31, 2025 December 31, 2024
Tax litigations 370 338
Civil litigations 86 78
Labor litigations 113 110
Environmental litigations 11 11
Total 580 537

d) Guarantees contracted for legal proceedings

In addition to the above-mentioned tax, civil, labor and environmental judicial deposits, the Company contracted US$3.1, billion (December 31, 2024: US$2.9 billion) in guarantees for its lawsuits, as an alternative to judicial deposits.

27. Employee benefits

    Current liabilities Non-current liabilities
  Notes March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
Payroll, related charges and other remunerations   585 934
Charges related to share-based payments 27(a) 16 16
Employee post retirement obligation 27(b) 63 62 1,155 1,118
    664 1,012 1,155 1,118

a) Share-based payments

For the long-term incentive programs, the Company compensation plans includes Matching Program and Performance Share Unit program (“PSU”), with three-year-vesting cycles, respectively, with the aim of encouraging employee’s retention and encouraging their performance. The fair value of the programs is recognized on a straight-line basis on equity, with a corresponding entry in the income statement, over the three-year required service period, net of estimated losses. The charges related to these programs are recorded in liabilities as “Employee benefits”.The fair value of the programs is recognized on a straight-line basis over the three-year required service period, net of estimated losses.

 

38 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

Matching Program

The fair value of the Matching program was estimated using the Company's share price and ADR and the number of shares granted on the grant date. The information by valid programs during the three-month period ended March 31, 2025 is shown below:

  2024 Program 2023 Program 2022 Program
Granted shares 2,244,659 1,330,503 1,437,588
Share price 12.02 15.94 20.03

Performance Shares Units (“PSU”)

The fair value of the PSU program was measured by estimating the performance factor using Monte Carlo simulations for the Return to Shareholders Indicator and health and safety and sustainability indicators. The assumptions used for the Monte Carlo simulations are shown in the table below by valid program during the three-month period ended March 31, 2025, as well as the result used to calculate the expected value of the total performance factor.

  2024 Program 2023 Program 2022 Program
Granted shares 1,873,175 1,177,755 1,709,955
Date shares were granted  April 29, 2024 January 2, 2023 January 3, 2022
Share price 12.49 16.60 13.81
Expected volatility 35.60% 48.33% 39.00%
Expected term (in years) 3 3 3
Expected shareholder return indicator 66.95% 72.42% 51.20%
Expected performance factor 81.56% 69.17% 44.12%

b) Employee post-retirement obligation

Reconciliation of assets and liabilities recognized in the statement of financial position

  March 31, 2025 December 31, 2024
  Overfunded pension plans Underfunded pension plans and other benefits Overfunded pension plans Underfunded pension plans and other benefits
Movements of assets ceiling        
Balance at beginning of the period 860 1,071
Interest income 29 69
Changes on asset ceiling 7 (76)
Translation adjustment 52 (204)
Balance at end of the period 948 860
         
Amount recognized in the statement of financial position        
Present value of actuarial liabilities (3,449) (1,961) (3,346) (1,923)
Fair value of assets 4,504 743 4,316 743
Effect of the asset ceiling (948) (860)
Assets (liabilities) 107 (1,218) 110 (1,180)
         
Current liabilities (63) (62)
Non-current assets (liabilities) (i) 107 (1,155) 110 (1,118)
Assets (liabilities) 107 (1,218) 110 (1,180)

(i) Overfunded pension plans assets are recorded as “Other non-current assets” in the balance sheet.

28. Equity

a) Share capital

As of March 31, 2025, the share capital was US$61,614 corresponding to 4,539,007,580 shares issued and fully paid without par value. The Board of Directors may, regardless of changes to by-laws, approve the issue and cancelation of common shares, including the capitalization of profits and reserves to the extent authorized.

 

39 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

  March 31, 2025
Shareholders Common shares Golden shares Total
Previ (i) 395,783,782 395,783,782
Mitsui&co (i) 286,347,055 286,347,055
Blackrock, Inc (ii) 289,063,618 289,063,618
Total shareholders with more than 5% of capital 971,194,455 971,194,455
Free floating 3,297,584,320 3,297,584,320
Golden shares 12 12
Total outstanding (without shares in treasury) 4,268,778,775 12 4,268,778,787
Shares in treasury 270,228,793 270,228,793
Total capital 4,539,007,568 12 4,539,007,580

(i) Number of shares owned by shareholders, as per statement provided by the custodian, based on shares listed at B3.

(ii) Number of shares as reported in BlackRock, Inc.’s Schedule 13G/A, filed with the SEC.

 

b) Share buyback program

On February 19, 2025, the Board of Directors approved the common shares buyback program, limited to a maximum of 120,000,000 common shares or their respective ADRs, with a term of 18 months started from the end of the ongoing program, detailed below:

  Total of shares repurchased Effect on cash flows
  Three-month period ended March 31,
  2025 2024 2025 2024
Shares buyback program up to 150,000,000 shares (i)        
Acquired by Parent 10,493,300 147
Acquired by wholly owned subsidiaries 9,137,714 128
Total 19,631,014 275

(i) On October 26, 2023 a new share buyback program limited to a maximum of 150,000,000 common shares and their respective ADRs, over the next 18 months started from the end of the program previously on going.

 

 

c) Remuneration approved

The Company's By-laws determines as its minimum mandatory remuneration to Vale shareholders an amount equal to 25% of the net income, after appropriations to legal and tax incentive reserves. The remuneration approved as interest on capital (“JCP”) is gross up with the income tax applicable to Vale’s shareholders. The remuneration to Vale’s shareholders was based on the following resolutions:

On February 19, 2025, the Board of Directors approved dividends to shareholders in the total amount of US$1,596 (R$9,143 million), approved as additional remuneration for the year ended December 31, 2024. This remuneration was fully paid in March 2025.
On February 22, 2024, the Board of Directors approved dividends to shareholders in the total amount of US$2,364 (R$11,722 million), for the year ended December 31, 2023. This remuneration was fully paid in March 2024.

29. Related parties

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

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

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

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

 

40 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

a) Transactions with related parties

  Three-month period ended March 31,
  2025 2024
  Net operating revenue Cost and operating expenses Financial result Net operating revenue Cost and operating expenses Financial result
Joint Ventures            
     Aliança Geração de Energia S.A. (27)
     Pelletizing companies (i) (26) (10) (77) (9)
     MRS Logística S.A. (102) (90)
     Norte Energia S.A. (13) (15)
     Other 7 (65) 9 (21) (3)
  7 (206) (10) 9 (230) (12)
Associates            
     VLI 68 (12) (1) 82 (6) (1)
     PTVI (159)
     Other 3 (1) 3
  68 (171) 2 82 (7) 2
Shareholders            
    Bradesco 129 (39)
     Mitsui 34 61
     Cosan 7 (8) (1)
  41 (8) 129 61 (1) (39)
Total 116 (385) 121 152 (238) (49)

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

 

b) Outstanding balances with related parties

  Assets
  March 31, 2025 December 31, 2024
  Cash and cash equivalents Accounts receivable Dividends receivable and other assets Cash and cash equivalents Accounts receivable Dividends receivable and other assets
Joint Ventures            
     Pelletizing companies (i) 36 34
     MRS Logística S.A. 34 13 32
     Other 4 5
  4 70 18 66
Associates            
     VLI 113 16 19
     PTVI
     Anglo American 150 149
     Other 3 1
  113 169 19 150
Shareholders            
    Bradesco 156 51 261 16
    Banco do Brasil 20 22
    Mitsui 1 7
    Cosan 2 3
  176 3 51 283 10 16
Pension plan 11 16
Total 176 131 290 283 63 232

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

 

41 

Notes to the Consolidated Interim Financial Statements

Expressed in millions of United States dollar, unless otherwise stated

 

 

  Liabilities
  March 31, 2025 December 31, 2024
  Supplier and contractors Financial instruments and other liabilities Supplier and contractors Financial instruments and other liabilities
Joint Ventures        
     Pelletizing companies (i) 9 283 49 291
     MRS Logística S.A. 12 32
     Other 75 66
  96 283 147 291
Associates        
     VLI 3 144 2 47
     PTVI 50 67
     Other 2
  53 144 71 47
Shareholders        
    Bradesco 80 163
    Cosan 1 1
  1 80 1 163
Pension plan 11
Total 150 507 230 501

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

 

c) Key management personnel compensation

During the three-month period ended March 31, 2025, the compensation of the Company’s key management personnel was US$10 (2024: US$11).

 

 

 

42 

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/ Thiago Lofiego
Date: April 24, 2025   Director of Investor Relations