UNITED STATES SECURITIES AND EXCHANGE COMMISSION ...

1 As filed with the SECURITIES and EXCHANGE COMMISSION on April 13, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 Form 20-FANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2017 COMMISSION file number: 001-15030 VALE (Exact name of Registrant as specified in its charter)Federative Republic of Brazil(Jurisdiction of incorporation or organization)Luciano Siani Pires, Chief Financial Officerphone: +55 21 3485 5000 Praia de Botafogo 186 offices 701 1901 Botafogo22250-145 Rio de Janeiro, RJ, Brazil(Address of principal executive offices) SECURITIES registered or to be registered pursuant to Section 12(b) of the Act:Name of Each EXCHANGE onTitle of Each ClassWhich RegisteredCommon shares of Vale, no par value per shareNew York Stock EXCHANGE *American Depositary Shares (evidenced by American Depositary Receipts), each representingNew York Stock Exchangeone common share of Guaranteed Notes due 2020, issued by Vale OverseasNew York Stock Guaranteed Notes due 2021, issued by Vale OverseasNew York Stock Guaranteed Notes due 2022, issued by Vale OverseasNew York Stock Guaranteed Notes due 2026, issued by Vale OverseasNew York Stock Guaranteed Notes due 2034, issued by Vale OverseasNew York Stock Guaranteed Notes due 2036, issued by Vale OverseasNew York Stock Guaranteed Notes due 2039, issued by Vale OverseasNew York Stock Notes due 2042, issued by Vale York Stock EXCHANGE *Shares are not listed for trading, but only in connection with the registration of American Depositary Shares pursuant to therequirements of the New York Stock registered or to be registered pursuant to Section 12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

2 NoneThe number of outstanding shares of each class of stock of Vale as of December 31, 2017 was:5,197,432,081 common shares, no par value per share12 golden shares, no par value per shareIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SECURITIES No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the SECURITIES EXCHANGE Act of No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter)

3 During the preceding12 months (or for such shorter period that the registrant was required to submit and post such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitionof accelerated filer and large accelerated filer in Rule 12b-2 of the EXCHANGE Act. (Check one):Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the EXCHANGE Act. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).

4 Yes No TABLE OF CONTENTSPageForm 20-F cross-reference iiManagement s report on internal controlover financial of ethics and 1 Principal accountant fees and financial filed with SECURITIES regulators ..185 Forward-looking on the companyLines of and financial review of and capital sheet accounting policies and ownership and tradingMajor party price of equity SECURITIES by the issuerand affiliated and Additional informationLegal and articles of controls and other limitationsaffecting security of disclosure controls 20-F CROSS-REFERENCE GUIDEItemForm 20-F captionLocation in this reportPage1 Identity of directors, senior managementand advisersNot applicable 2 Offer statistics and expected timetableNot applicable 3 Key information3A Selected financial dataSelected financial data123B Capitalization and indebtednessNot applicable 3C Reasons for the offer and use ofproceedsNot applicable 3D Risk factorsRisk factors154 Information on the Company4A History and development of thecompanyBusiness overview, Capital expenditures1, 764B Business overviewBusiness overview, Lines of business,Reserves, Regulatory matters1, 30, 67.

5 774C Organizational structureExhibit 8 4D Property, plant and equipmentLines of business, Capital expenditures,Regulatory matters30, 76, 774 AUnresolved staff commentsNone 5 Operating and financial review andprospects5A Operating resultsResults of operations905B Liquidity and capital resourcesLiquidity and capital resources1065C Research and development, patents andlicenses, expenditures765D Trend informationResults of operations905E Off-balance sheet arrangementsOff-balance sheet arrangements111 Critical accounting policies and estimates1125F Tabular disclosure of contractualobligationsContractual obligations1105G Safe harborForward-looking statements146 Directors, senior management andemployees 6A Directors and senior managementManagement1316B CompensationManagement compensation1446C Board practicesManagement Board of directors1456D EmployeesEmployees1476E Share ownershipMajor shareholders,Employees Performance-basedcompensation118, 1487 Major shareholders and related partytransactions7A Major shareholdersMajor shareholders1187B Related party transactionsRelated party transactions1227C Interests of experts and counselNot applicable 8 Financial information8A Consolidated statements and otherfinancial informationFinancial statementsF-1 Distributions124 Legal proceedings1498B Significant changesNot applicable 9 The offer and listing9A Offer and listing detailsShare price history1279B Plan of distributionNot applicable 9C MarketsTrading markets1269D Selling shareholdersNot applicable 9E DilutionNot applicable 9F Expenses of the issueNot applicable iiForm 20-F cross-reference guideItemForm 20-F captionLocation in this reportPage10 Additional information10A Share capitalMemorandum and articlesof association Common shares andgolden shares15910B Memorandum and articles ofassociationMemorandum and articles of association15910C Material contractsLines of business, Results of operations,Related party transactions30, 90.

6 12210D EXCHANGE controlsExchange controls and other limitationsaffecting security holders16710E TaxationTaxation16910F Dividends and paying agentsNot applicable 10G Statement by expertsReserves6710H Documents on displayInformation filed with securitiesregulators18510I Subsidiary informationNot applicable 11 Quantitative and qualitative disclosuresabout market riskRisk management11612 Description of SECURITIES other than equitysecurities12A Debt securitiesNot applicable 12B Warrants and rightsNot applicable 12C Other securitiesNot applicable 12D American Depositary SharesDepositary shares12813 Defaults, dividend arrearages anddelinquenciesNot applicable 14 Material modifications to the rights ofsecurity holders and use of proceedsNot applicable 15 Controls and proceduresEvaluation of disclosure controls andprocedures177 Management s report on internal controlover financial reporting17816 AAudit Committee financial expertManagement Fiscal Council14016 BCode of ethicsCode of ethics and conduct18316 CPrincipal accountant fees and servicesPrincipal accountant fees and services18416 DExemptions from the listing standards foraudit committeesManagement Fiscal Council.

7 Corporategovernance140, 17916 EPurchase of equity SECURITIES by the issuerand affiliated purchasersPurchases of equity SECURITIES by the issuerand affiliated purchasers13016 FChange in registrant s certifyingaccountantNot applicable 16 GCorporate governanceCorporate governance17916 HMine safety disclosureNot applicable 17 Financial statementsNot applicable 18 Financial statementsFinancial statementsF-119 ExhibitsExhibits186iii12 APR2018133804671I. OVERVIEWVale is a stock corporation, or sociedade por a c oes, that was organized on January 11, 1943 under thelaws of the Federative Republic of Brazil for an unlimited period of time. Its head office is located at Praiade Botafogo 186 offices 701-1901 Botafogo, 22250-145 Rio de Janeiro, RJ, Brazil, and its telephonenumber is this report, references to Vale are to Vale References to we, us or the Company are to Valeand, except where the context otherwise requires, its consolidated subsidiaries. References to our ADSs or American Depositary Shares are to our common American Depositary Shares (our common ADSs ),each of which represents one common share of Vale.

8 American Depositary Shares are represented byAmerican Depositary Receipts ( ADRs ) issued by the otherwise specified, we use metric to real, reais or R$ are to the official currency of Brazil, the real (singular) or reais(plural). References to dollars or US$ are to UNITED STATES dollars. References to e are to OVERVIEWSUMMARYWe are one of the largest metals and mining companies in the world, based on market capitalization. Weare the world s largest producer of iron ore and iron ore pellets and the world s largest producer of also produce manganese ore, ferroalloys, metallurgical and thermal coal, copper, platinum groupmetals (PGMs), gold, silver and cobalt. We are presently engaged in greenfield mineral exploration in sixcountries. We operate large logistics systems in Brazil and other regions of the world, including railroads,maritime terminals and ports, which are integrated with our mining operations. In addition, we have adistribution center to support the delivery of iron ore worldwide.

9 Directly and through affiliates and jointventures, we also have investments in energy and steel OverviewThe following table presents the breakdown of total net operating revenues attributable to each of ourlines of business with continuing ended December 31,201520162017(US$ million)(% of total)(US$ million)(% of total)(US$ million)(% of total)Ferrous minerals:Iron ore12, , , , , , and ferrous products , , , , metals:Nickel and other products(1)4, , , (2)1, , , , , , (3) net operating revenuesfrom continuing operations23, , , (1)Includes nickel coproducts (copper) and byproducts (precious metals, cobalt and others).(2)Does not include copper produced in our nickel operations.(3)Includes energy. Iron ore and iron ore pellets. We operate four systems in Brazil for producing anddistributing iron ore, which we refer to as the Northern, Southeastern, Southern andMidwestern Systems. The Northern and the Southeastern Systems are fully integrated,consisting of mines, railroads, maritime terminals and a port.

10 The Southern System consists ofthree mining complexes and two maritime terminals. We also have iron ore pellet operationsin several locations, some of which are conducted through joint ventures. We currentlyoperate nine pellet plants in Brazil and two in Oman. We also have a 50% stake in Samarcoand 25% stakes in two pellet companies in China. Ferroalloys and manganese. We conduct our manganese mining operations throughVale and subsidiaries in Brazil, and we produce several types of manganese ferroalloysthrough a wholly owned subsidiary in Brazil. Nickel. Our principal nickel mines and processing operations are conducted by our whollyowned subsidiary Vale Canada Limited ( Vale Canada ), which has operations in Canada,Indonesia and New Caledonia. We also have nickel operations in On ca Puma, in the Brazilianstate of Par a. We also own and operate, or have interests in, nickel refining facilities in theUnited Kingdom, Japan, China, South Korea and Taiwan.