SEC Comment Letter for Vale S.A. (VALE) (CIK 0000917851) (VALE) — Jun 22, 2017
Vale S.A. (VALE) (CIK 0000917851)
Date: June 22, 2017 · CIK: 0000917851 · Accession: 0000000000-17-021894
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 June 21, 2017 Via E -mail Mr. Luciano Siani Pires Chief Financial Officer Vale S.A. Avenida das Americas 700 – Bloco 8 – Loja 318 22640 – 100 Rio De Janiero, RJ, Brazil
Re: Vale S.A. Form 20-F for the Year Ended December 31, 2016 Filed April 11, 2017 File No. 001 -15030
Dear Mr. Pires :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20 -F for the Year Ended December 31, 2016
Financi al Statements
7. Deferred revenue – Gold stream transaction, page F -27
1. We note a second amendment to your gold stream transaction in August 2016 for (i) cash payment of US$800 million and (ii) an option value resulting from the reduction of the exercise price from US$65.00 to US$43.75 on 10 million warrants from Silver Wheaton Corp (SLW). Please clarify the accounting for this amendment and how you determined the amounts allocated to (i) the sale of the mineral rights and, (ii) the services for gold extraction. Please also clarify the option value and any critical estimates and judgements used in valuation .
Luciano Siani Pires Vale S.A. June 21, 2017 Page 2
8. Income taxes
d) Income taxes – Settlement program (“REFIS”) , page F -29
2. We note your disclosure that at December 31, 2016, the balance of US$5,419 is due in 142 monthly installments, bearing interest at the SELIC rate (Special System for Settlement and Custody). Considering the long term nature of this liability, please disclose the SELIC rate at balance sheet date and specify whether the r ate is fixed.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Brian McAllister at (202 ) 551 -3341 or Nasreen Mohammed, Assistant Chief Accountant, at (202) 551 - 3773 if you have any questions regarding comments on the financial statements and related matters. Please contact me with any questions.
Sincerely,
/s/Craig A rakawa
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Mail Stop 3561 June 21, 2017 Via E -mail Mr. Luciano Siani Pires Chief Financial Officer Vale S.A. Avenida das Americas 700 – Bloco 8 – Loja 318 22640 – 100 Rio De Janiero, RJ, Brazil Re: Vale S.A. Form 20-F for the Year Ended December 31, 2016 Filed April 11, 2017 File No. 001 -15030 Dear Mr. Pires : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20 -F for the Year Ended December 31, 2016 Financi al Statements 7. Deferred revenue – Gold stream transaction, page F -27 1. We note a second amendment to your gold stream transaction in August 2016 for (i) cash payment of US$800 million and (ii) an option value resulting from the reduction of the exercise price from US$65.00 to US$43.75 on 10 million warrants from Silver Wheaton Corp (SLW). Please clarify the accounting for this amendment and how you determined the amounts allocated to (i) the sale of the mineral rights and, (ii) the services for gold extraction. Please also clarify the option value and any critical estimates and judgements used in valuation . Luciano Siani Pires Vale S.A. June 21, 2017 Page 2 8. Income taxes d) Income taxes – Settlement program (“REFIS”) , page F -29 2. We note your disclosure that at December 31, 2016, the balance of US$5,419 is due in 142 monthly installments, bearing interest at the SELIC rate (Special System for Settlement and Custody). Considering the long term nature of this liability, please disclose the SELIC rate at balance sheet date and specify whether the r ate is fixed. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Brian McAllister at (202 ) 551 -3341 or Nasreen Mohammed, Assistant Chief Accountant, at (202) 551 - 3773 if you have any questions regarding comments on the financial statements and related matters. Please contact me with any questions. Sincerely, /s/Craig A rakawa Craig Arakawa Accounting Branch Chief Office of Beverages, Apparel and Mining