mt-2022-12-31-en

Table of Contents



Management report	Page


Introduction
Company overview	3
History and development of the Company	3
Forward-looking statements	10
Key transactions and events in 2022	11
Sustainable development highlights - leading the decarbonization of the steel industry	14
Risk Factors	20

Business overview
Insurance	47
Business strategy	48
Research and development	49
Sustainable development	56
Products	85
Sales and marketing	89
Intellectual property	89
Government regulations	90
Organizational structure	103

Properties and capital expenditures
Property, plant and equipment	105
Capital expenditures	122
Reserves and Resources (iron ore and coal)	124

Operating and financial review
Economic conditions	150
Operating results	173
Liquidity and capital resources	187
Disclosures about market risk	193
Outlook	195

Management and employees
Directors and senior management	196
Compensation	214
Employees	232
Corporate governance	237

Shareholders and markets
Major shareholders	246
Related party transactions	249
Markets	251
New York Registry Shares	251
Purchases of equity securities by the issuer and affiliated purchasers	252


Share capital	253



	Page
Additional information
Memorandum and Articles of Association	255
Material contracts	264
Exchange controls and other limitations affecting security holders	265
Taxation	266
Evaluation of disclosure controls and procedures	270
Glossary - definitions, terminology and principal subsidiaries	272
Chief executive officer and chief financial officer’s responsibility statement	275

Consolidated financial statements	276
Consolidated statements of operations	277
Consolidated statements of other comprehensive income	278
Consolidated statements of financial position	279
Consolidated statements of changes in equity	280
Consolidated statements of cash flows	281
Notes to the consolidated financial statements	282

Report of the réviseur d’entreprises agréé - consolidated financial statements	395

Introduction

Company overview

ArcelorMittal is one of the world’s leading integrated steel and

mining companies. ArcelorMittal is the largest steel producer in

Europe and among the largest in the Americas, second largest

in Africa and the sixth largest steel producer in the CIS region

and has a smaller but growing presence in Asia.

*Iron ore production includes production from ArcelorMittal Mining Canada G.P.

and ArcelorMittal Infrastructure G.P. ("AMMC"), AM Liberia ("AML") and captive

mines.

ArcelorMittal has steel-making operations in 16 countries,

including 37 integrated and mini-mill steel-making facilities. As of

December 31, 2022, ArcelorMittal had approximately 154,352

employees.

ArcelorMittal produces a broad range of high-quality finished

and semi-finished steel products ("semis"). Specifically,

ArcelorMittal produces flat products, including sheet and plate,

and long products, including bars, rods and structural shapes. It

also produces pipes and tubes for various applications.

ArcelorMittal sells its products primarily in local markets and to a

diverse range of customers in approximately 150 countries,

including the automotive, appliance, engineering, construction

and machinery industries. ArcelorMittal’s mining operations

produce various types of mining products including iron ore

lump, fines, concentrate, pellets, sinter feed and coking coal.

As a global steel producer, the Company is able to meet the

needs of different markets. Steel consumption and product

requirements clearly differ between developed markets and

developing markets. Steel consumption in developed economies

is weighted towards flat products and a higher value-added mix,

while developing markets utilize a higher proportion of long

products and commodity grades. To meet these diverse needs,

the Company maintains a high degree of product diversification

and seeks opportunities to increase the proportion of higher

value-added products in its product mix.

History and development of the Company

ArcelorMittal results from the merger in 2007 of its predecessor

companies Mittal Steel Company N.V. and Arcelor, each of

which had grown through acquisitions over many years. Since

its creation ArcelorMittal has experienced periods of external

growth as well as consolidation and deleveraging (including

through divestment).

ArcelorMittal's success is built on its core values of

sustainability, quality and leadership and the entrepreneurial

boldness that has empowered its emergence as the first truly

global steel and mining company. Acknowledging that a

combination of structural issues and macroeconomic conditions

will continue to challenge returns in its sector, the Company has

adapted its footprint to the new demand realities, redoubled its

efforts to control costs and repositioned its operations with a

view toward outperforming its competitors. ArcelorMittal’s

research and development capability is strong and includes

several major research centers as well as strong academic

partnerships with universities and other scientific bodies.

Against this backdrop, ArcelorMittal's strategy is to leverage four

distinctive attributes that will enable it to capture leading

positions in the most attractive areas of the steel industry’s

value chain, from mining at one end to distribution and first-

stage processing at the other: global scale and scope; superior

technical capabilities; a diverse portfolio of steel and related

businesses, one of which is mining; and financial capabilities.

The Company’s strategy is further detailed under “Business

overview—Business strategy”.

ArcelorMittal’s steel-making operations have a high degree of

geographic diversification. In 2022, approximately 34% of its

crude steel was produced in the Americas, approximately 54%

was produced in Europe and approximately 12% was produced

in other countries, such as Kazakhstan, South Africa and

Ukraine. In addition, ArcelorMittal’s sales of steel products are

spread over both developed and developing markets, which

have different consumption characteristics. ArcelorMittal’s

mining operations are present in North and South America,

Africa, Europe and the CIS region and captive mines are

integrated with the Company's global steel-making facilities.

Management report

Competitive strengths

As shown by the following graph, ArcelorMittal has a diversified

portfolio of steel and mining products to meet a wide range of

customer needs across many steel-consuming sectors,

including automotive, appliance, engineering, construction,

energy and machinery and via distributors.

* Other steel sales mainly represent metal processing, machinery, electrical

equipment and domestic appliances

**Other sales mainly represent mining, chemicals & water, slag, waste, sale of

energy and shipping

The Company believes that the following factors contribute to

ArcelorMittal’s success in the global steel and mining industry:

Market leader in steel. ArcelorMittal had annual achievable

production capacity of approximately 82.1 million tonnes of

crude steel for the year ended December 31, 2022. Steel

shipments for the year ended December 31, 2022 totaled 55.9

million tonnes. ArcelorMittal has significant operations in many

countries which are described in "Properties and capital

expenditures". In addition, many of ArcelorMittal’s operating

units have access to developing markets that are expected to

experience, over time, above-average growth in steel

consumption (such as Central and Eastern Europe, South

America, India, Africa, CIS and Southeast Asia).

The Company sells its products in local markets and through a

centralized marketing organization to customers in

approximately 150 countries. ArcelorMittal’s diversified product

offering, together with its distribution network and research and

development (“R&D”) programs, enable it to build strong

relationships with customers, which include many of the world’s

major automobile and appliance manufacturers. The Company

is a strategic partner to several of the major original equipment

manufacturers (“OEMs”) and has the capability to build long-

term contractual relationships with them based on early vendor

involvement, contributions to global OEM platforms and

common value-creation programs.

A world-class mining business. ArcelorMittal has a global

portfolio of 12 operating units with mines in operation and

development and is among the largest iron ore producers in the

world. In 2022, ArcelorMittal sourced a large portion of its raw

materials from its own mines and facilities including finance

leases. The table below reflects ArcelorMittal's self-sufficiency

through its mining operations in 2022.


Millions of metric tonnes	Consumption	Sourced from own mines/ facilities2	Other sources	Self- sufficiency %
Iron ore	73.0	44.2	28.8	61%
PCI & coal1	30.2	2.7	27.5	9%
Coke	17.5	17.1	0.4	98%
Scrap & DRI	26.1	13.5	12.6	52%

1.Includes coal only for the steelmaking process and excludes steam coal for

power generation. ArcelorMittal's consumption of PCI and coal was 6.0 million

tonnes and 24.2 million tonnes, respectively, for the year ended December 31,

2022.

2.Assumes 100% consumption of ArcelorMittal's iron ore and coal shipments.

The Company has iron ore mining activities in Brazil, Bosnia,

Canada, Kazakhstan, Liberia, Mexico, Ukraine, South Africa and

through its joint venture in India and associate in Canada

(Baffinland). It has coal mining activities in Kazakhstan.

ArcelorMittal’s main mining products include iron ore lump,

fines, concentrate, pellets, sinter feed, metallurgical coals

including hard and weak coals. In addition, ArcelorMittal

produces substantial amounts of direct reduced iron ("DRI")

which is a scrap substitute used in its mini-mill facilities to

supplement external metallic purchases. As of December 31,

2022, ArcelorMittal’s iron ore reserves (including reserves at

mines where ArcelorMittal owns less than 100%, based on

ArcelorMittal's ownership percentage even if ArcelorMittal is

entitled to mine all the reserves, and including reserves for

which use is restricted) were estimated at 4,154 million tonnes

run of mine and its total coal reserves were estimated at 207

million tonnes run of mine. See “Property, Plant and Equipment

—Reserves and Resources (iron ore and coal)” for a detailed list

of the entities with mineral reserves and resources and

ownership structure. The Company’s long-life iron ore and coal

Management report

reserves and resources provide a measure of security of supply

and an important natural hedge against raw material volatility

and global supply constraints. The seaborne iron ore mining

business is managed as a separate segment which enhances

ArcelorMittal’s ability to optimize capital allocation.

ArcelorMittal’s facilities have good access to shipping facilities,

including through ArcelorMittal’s own, or partially owned, 16

deep-water port facilities and linked railway sidings.

Market-leading automotive steel business. ArcelorMittal has

a leading market share with approximately 15% of the worldwide

market share in the automotive steel business as of December

31, 2022, and is a leader in the fast-growing advanced high-

strength steels ("AHSS") segment, specifically for flat products.

ArcelorMittal is the first steel company in the world to embed its

own engineers within an automotive customer to provide

engineering support. The Company begins working with OEMs

as early as five years before a vehicle reaches the showroom, to

provide generic steel solutions, co-engineering and help with the

industrialization of the project. These relationships are founded

on the Company’s continuing investment in R&D and its ability

to provide well-engineered solutions that help make vehicles

lighter, safer and more fuel-efficient.

In 2010, ArcelorMittal initiated a development effort of dedicated

S-in motion® engineering projects. Its S-in motion® line (B,C&D

car segments, SUV, pick-up trucks, light commercial vehicles,

truck cabs, hybrid vehicles, battery electric vehicles ("BEVs")) is

a unique offering for the automotive market that respond to

OEMs’ requirements for safety, fuel economy and reduced CO2

emissions. By utilizing AHSS in the S-in motion® projects,

OEMs can achieve significant weight reduction using the

Company's emerging grades solutions such as Fortiform®, the

Company's third generation AHSS for cold forming, or Usibor®

2000 and Ductibor® 1000, the Company's latest AHSS grades

for hot stamping.

S-in motion® projects for electrical cars in the C-segment as

well as for the plug-in hybrid C-segment were completed in

2019. There are multiple specificities for BEVs: shorter front

module, necessity to protect batteries against crash, lowering of

the center of gravity, huge additional weight due to batteries,

etc. These specificities require rethinking crash management. S-

in Motion® BEV for SUV is a catalog of steel solutions adapted

to this new type of vehicles. Advanced and especially ultra-high

strength steels, innovative press hardened steels, laser welded

blanks are especially highlighted as key solutions for an optimal

performance (safety/weight) and battery safety. The growth of

various types of electric vehicles will impact design and

manufacturing. For instance, new large mass batteries change

the mass distribution of a vehicle and impact the design and

manufacturing of the chassis and wheels. Battery protection

provides another example: both the battery box and body

structure have to protect the battery in the event of a crash.

AHSS products are among the most affordable solutions on the

market for these specific applications. In a context where the

supply of electric vehicles, and especially BEVs are expected to

grow quickly, new projects have been launched to address

these new trends.

In the automotive industry, ArcelorMittal mainly supplies the

geographic markets where its production facilities are located in

Europe, North and South America, South Africa and China

through Valin ArcelorMittal Automotive Steel Co., Ltd (“VAMA”),

its joint venture with Hunan Valin. VAMA’s product mix is

oriented toward higher value products and mainly toward the

OEMs to which the Company sells tailored solutions based on

its products. With sales and service offices worldwide,

production facilities in North and South America, South Africa,

Europe and China, ArcelorMittal believes it is uniquely

positioned to supply global automotive customers with the same

products worldwide. The Company has multiple joint ventures

and has also developed a global downstream network of

partners through its distribution solutions activities. This

provides the Company with a proximity advantage in virtually all

regions where its global customers are present.

In 2020, ArcelorMittal was OEM qualified for galvanized

Fortiform® 980 material, and sourced for the first time ever on

all new vehicle platforms launching throughout 2021 and 2022.

Fortiform® 980 is an advanced grade of steel designed

specifically for the auto industry, it offers leading-edge

formability and strength with superior weldability. In 2022, the

automotive industry’s priority turned towards the simplification of

the vehicle manufacturing complexity linked to the rising

importance of electrical vehicles. ArcelorMittal’s response is the

ArcelorMittal Multi-Part Integration™ ("MPI") concept integrating

a large number of parts into one single component combining

PHS (Usibor®) and laser welding technology. Examples of MPI

are the rear H-Frame and the double door ring. In 2022, the

Company launched an H-frame project in China with Dongfeng

Voyah, and after the huge success of MPI door-ring concepts in

the U.S. and China (5 million parts produced in 2022), the

Company succeeded in a breakthrough of Door-Ring concept

with several OEMs in Europe.

Sustainability (with focus on CO2 emission reduction in the

supply chain) has become a key requirement in the automotive

industry linked to the importance of sustainability in the holistic

electrical vehicle marketing concept. In 2021, ArcelorMittal has

launched two solutions under the XCarb™ brand: XCarb™

green steel certificates and XCarb™ recycled and renewable

produced, which was well received in industry and automotive

markets. The first XCarb® recycled and renewably produced

steels have been successfully launched. Hot Rolled steels are

already available in Europe, exhibiting strongly reduced global

warming potential and Usibor® XCarb™ recycled and

Management report

renewably produced was announced in July 2022 to be in the

final stages of development as part of the partnership with

Gestamp. See "—Sustainable development highlights - leading

the decarbonization of the steel industry".

For further details on the new products under development, see

"Business overview—Research and development”.

Diversified and efficient producer. As a global steel

manufacturer with a leading position in many markets,

ArcelorMittal benefits from scale and production cost efficiencies

in various markets and a measure of protection against the

cyclicality of the steel industry and raw materials prices.

•Diversified production process. In 2022, approximately

44.3 million tonnes of crude steel were produced

through the basic oxygen furnace process and

approximately 14.7 million tonnes through the electric

arc furnace ("EAF") process. This provides

ArcelorMittal with greater flexibility in its raw material

and energy use, and increased ability to meet varying

customer requirements in the markets it serves.

•Product and geographic diversification. By operating a

portfolio of assets diversified across product segments

and geographic areas, ArcelorMittal benefits from a

number of natural hedges. As a global steel producer

with a broad range of high-quality finished and semi-

finished steel products, ArcelorMittal is able to meet the

needs of diverse markets. Steel consumption and

product requirements vary between mature economy

markets and developing economy markets. Steel

consumption in mature economies is largely from flat

products and a higher value-added mix, while

developing markets utilize a higher proportion of long

products and commodity grades. As developing

economies mature and as market needs evolve, local

customers will require increasingly advanced steel

products. To meet these diverse needs, ArcelorMittal

maintains a high degree of product diversification and

seeks opportunities to increase the proportion of its

product mix consisting of higher value-added products.

•Upstream integration. ArcelorMittal believes that its

own raw material production provides it with a

competitive advantage over time. Additionally,

ArcelorMittal benefits from the ability to optimize its

steel-making facilities’ efficient use of raw materials, its

global procurement strategy and the implementation of

company-wide knowledge management practices with

respect to raw materials. Certain of the Company’s

operating units also have access to infrastructure, such

as deep-water port facilities, railway sidings and

engineering workshops that lower transportation and

logistics costs.

•Downstream integration. ArcelorMittal’s downstream

integration, primarily through its Europe segment for

distribution solutions, enables it to provide customized

steel solutions to its customers more effectively. The

Company’s downstream assets have cut-to-length,

slitting and other processing facilities, which provide

value additions and help it to maximize operational

efficiencies.

Dynamic responses to market challenges and

opportunities. ArcelorMittal’s management team has a strong

track record and extensive experience in the steel and mining

industries. In line with its deleveraging focus at the time, it

announced in August 2019 that it had identified opportunities to

unlock up to $2 billion in value from its asset portfolio over the

then- following two years. In 2020, the Company completed its

goal with the sale of ArcelorMittal USA to Cleveland-Cliffs.

In 2020, the Company successfully reduced fixed costs,

including through temporary measures, in line with lower

production resulting from the impacts of the COVID-19

pandemic. This reduction was achieved through significant

savings in labor cost (including temporary salary reductions,

utilizing the available economic unemployment schemes to

match workforce to operating rates, temporary layoffs,

reduction/elimination of contractors, reduced overtime, etc.),

reduction in repairs and maintenance expenses (given lower

operating rates) and savings in selling, general and

administrative expenses. The comprehensive measures taken

to “variabilize” fixed costs were critical to protecting profitability

and cash flows. As economic activity recovered during the year,

the Company responded by restarting or increasing production,

leading to the reversal of some of these temporary savings. At

the same time, the Company remained focused on structural

cost improvements to appropriately position its fixed cost base

for the post-COVID-19 operating environment. These savings

were expected to limit the increase in fixed costs as activity and

production levels recovered, thus leading to lower fixed costs

per tonne. In total, $1.0 billion of structural cost improvements

were identified within this fixed cost reduction program which

was expected to be fully realized in 2022. In 2021, the Company

achieved $0.6 billion of fixed cost savings relating to its

previously announced $1.0 billion structural improvement plan.

Savings were achieved through productivity gains and footprint

optimization (following closures at Kraków, coke plant in

Florange, and Saldanha); and SG&A savings including a 20%

reduction in corporate office costs including headcount

reduction. The Company did not make progress against its plan

related to repairs and maintenance following the decision taken

to maintain such expenditures at higher levels to ensure

operational reliability.

Management report

In February 2022, the Company announced a new three-year

$1.5 billion value plan focused on creating value through well-

defined commercial and operational initiatives. This plan did not

include the impact of strategic capital expenditure projects

(which will be followed separately). The plan includes

commercial initiatives, including volume/mix improvements and

operational improvements (primarily in variable costs). The plan

aimed at protecting operating income potential of the business

from rising inflationary pressures, improving its relative

competitive position vis-a-vis its peers and supporting

sustainably higher profits.

The value plan has progressed during 2022 and is on track.

Several actions were taken in 2022 which yielded improvement

of $0.4 billion (approximately 25% of the plan). Examples of the

initiatives undertaken are as follows:

•Commercial: Projects to improve cost to manufacture

value-added products; and increase higher added

value mix (e.g. Magnelis products and AHSS)

•Operational: Improvement of fuel rates in blast

furnaces; substitution of purchased coke through

improved performance of coke oven batteries;

purchasing gains through local sourcing initiatives

With the ongoing focus to execute and deliver the value plan

initiatives, the Company anticipates improvements in excess of

$1.1 billion over the next 2 years.

Proven expertise in acquisitions and turnarounds.

ArcelorMittal’s management team has proven expertise in

successfully acquiring and subsequently integrating operations,

as well as turning around underperforming assets within tight

timeframes. The Company takes a disciplined approach to

investing and uses teams with diverse areas of expertise from

different business units across the Company to evaluate new

assets, conduct due diligence and monitor integration and post-

acquisition performance. The Company has grown through a

series of acquisitions and by improving the operating

performance and financial management at acquired facilities. In

particular, ArcelorMittal seeks to improve acquired businesses

by eliminating operational bottlenecks, addressing any historical

under-investments and increasing the capability of acquired

facilities to produce higher quality steel. The Company

introduces focused capital expenditure programs, implements

company-wide best practices, balances working capital, ensures

adequate management resources and introduces safety and

environmental improvements at acquired facilities. ArcelorMittal

believes that these operating and financial measures have

improved the operating performance and the quality of steel

produced at such facilities.

In recent years, the Company has focused on improving its

costs through its Action 2020 program and non-core asset

disposals as well as through some strategic M&A activity

including significant acquisitions in 2022. In 2020, the Company

sold ArcelorMittal USA and on April 14, 2021, the Company

created a joint venture (Acciaierie d'Italia) with the Italian

government. In 2022, in the framework of its decarbonization

strategy, ArcelorMittal acquired four scrap metal recycling

businesses in Europe in order to enhance its scrap supply

security and sufficiency as well as an 80% interest in

voestalpine's world-class Hot Briquetted Iron ("HBI") plant in

Texas subsequently renamed ArcelorMittal Texas HBI LLC

("ArcelorMittal Texas HBI"). It also announced the acquisition of

Companhia Siderúrgica do Pecém (‘CSP’) in Brazil, a world

class asset, producing the highest quality slab at a globally

competitive cost. The acquisition is expected to close during the

first quarter of 2023. For further details please see "Introduction

—Key transactions and events in 2022".

Sustainability leadership.

ArcelorMittal is committed to leading the industry’s efforts to

decarbonize, and to being part of the solution to the world

reaching net-zero by 2050. In addition to its 2050 net-zero

target, the Company has recently set a group target of reducing

its CO2 emissions intensity by 25% by 2030, and in its European

operations, by 35% by 2030 (scope 1 and 2 emissions). As

innovation is central to the Company's success with the onus it

places on research and development ("R&D") with the goal of

ensuring ArcelorMittal is at the forefront of the evolution of

steelmaking processes and products, the Company has

developed the industry’s broadest and most flexible suite of low-

emissions steelmaking technologies and has integrated them

into two pathways, Smart Carbon and Innovative-DRI, both of

which hold the potential to deliver carbon-neutral steelmaking.

Other information

ArcelorMittal is a public limited liability company (société

anonyme) that was incorporated for an unlimited period under

the laws of the Grand Duchy of Luxembourg on June 8, 2001.

ArcelorMittal is registered at the R.C.S. Luxembourg under

number B 82.454.

The mailing address and telephone number of ArcelorMittal’s

registered office are:

ArcelorMittal

24-26, Boulevard d’Avranches

L-1160 Luxembourg

Grand Duchy of Luxembourg

Telephone: +352 4792-1

Management report

ArcelorMittal’s agent for U.S. federal securities law purposes is:

ArcelorMittal Sales & Administration LLC

833 W. Lincoln Highway, Suite 200E,

Schererville, IN 46375

Telephone: +219 256 7303

Internet site

ArcelorMittal maintains an Internet site at

www.arcelormittal.com. Information contained on or otherwise

accessible through this Internet site is not a part of this annual

report. All references in this annual report to this Internet site

and to any other Internet sites (other than to specific documents

furnished to or filed with the SEC and specifically incorporated

by reference herein) are inactive textual references and are for

information only.

The SEC maintains an internet site that contains reports, proxy

and information statements, and other information regarding

issuers that file electronically with the SEC at www.sec.gov.

ArcelorMittal produces a range of publications to inform its

shareholders. These documents are available in various

formats: they can be viewed online or downloaded. Please refer

to www.arcelormittal.com, where they can be located within the

Investors menu, under Financial Reports, or within the

Corporate Library.

Any request for documents may be sent to:

company.secretary@arcelormittal.com or ArcelorMittal’s

registered office.

Sustainable development

ArcelorMittal’s sustainable development information is detailed

in the Integrated Annual Review that will be published during the

second quarter of 2023 and will be available within the

Corporate Library on www.arcelormittal.com. For further

information, please refer to the section "Sustainable

Development".

ArcelorMittal as parent company of the ArcelorMittal group

ArcelorMittal, incorporated under the laws of Luxembourg, is the

parent company of the ArcelorMittal group and is expected to

continue this role during the coming years. The Company has

no branch offices.

Listings

ArcelorMittal’s shares (also referred to as "ordinary shares" or

"common shares" throughout this report) are traded on several

exchanges: New York (MT), Amsterdam (MT), Paris (MT),

Luxembourg (MT) and on the Spanish stock exchanges of

Barcelona, Bilbao, Madrid and Valencia (MTS). Its primary stock

exchange regulator is the Luxembourg CSSF ("Commission de

Surveillance du Secteur Financier"). ArcelorMittal’s CSSF issuer

number is E-0001.

ArcelorMittal’s 5.50% Mandatorily Convertible Subordinated

Notes ("MCNs") due 2023 issued in May 2020 are listed on the

New York Stock Exchange.

Indexes

ArcelorMittal is a member of more than 145 indices including:

STOXX Europe 600, S&P Europe 350, CAC40, MSCI Pan-Euro,

Bloomberg World Index, IBEX 35, Euronext Paris CAC Basic

Materials Index, DAXglobal Steel EUR Price and Euronext

Amsterdam AEX Basic Materials Index. Recognized for its

commitments to sustainable development, ArcelorMittal is also

included in the FTSE4Good Index, Euronext Vigeo Europe 120

and the Euronext Most Advanced Benelux 20. Further,

ArcelorMittal has been participating in CDP Climate since 2005

and the United National Global Compact since 2003.

Share price performance

During 2022, the price of ArcelorMittal shares decreased by

18% in dollar terms compared to 2021 year on year; the chart

below shows a comparison between the performance of

ArcelorMittal’s shares and the Eurostoxx600 Basic Resource

(SXPP).

Management report

Capital return policy

On May 4, 2022, at the annual general meeting of shareholders,

the shareholders approved the dividend of $0.38 per share

proposed by the Board of Directors. The dividend amounted to

$332 million and was paid on June 10, 2022.

In accordance with its capital return policy, the Company

expects to pay a base annual dividend (to be progressively

increased over time). In addition, 50% of the amount of free

cash flow (calculated as net cash provided by operating

activities less purchases of property, plant and equipment and

intangibles ("capital expenditures") less dividends paid to non-

controlling shareholders) remaining after paying the base annual

dividend is allocated to a share buyback program. Should the

ratio of net debt to operating income (loss) less depreciation,

impairment and special items be greater than 1.5x then the

share buyback will not be made.

During 2022, as part of its capital return policy and pursuant to

the authorization given by the annual general meeting of

shareholders on June 8, 2021 and May 4, 2022, ArcelorMittal

completed two share buyback programs and announced a third

share buyback program which remains outstanding. Including

the $8.7 billion from share buyback programs that were

completed in 2020 and 2021 and $2.9 billion from shares

repurchased during 2022, the Company returned in total $10.5

billion to shareholders under the above-mentioned capital return

policy. Considering the shares repurchased in 2022, a further

approximately $0.1 billion of repurchases will be undertaken to

complete the 2022 capital return. Additional buybacks under the

outstanding buyback program announced in July 2022 will be

allocated to the 2023 capital return (targeting 50% of post-

dividend free cash flow as per the policy). To ensure sufficient

allocation for the 2023 capital return, the Company will request

additional authority from shareholders at the annual general

meeting of shareholders in May 2023. For further information on

buybacks see section "Purchases of equity securities by the

issuer and affiliated purchasers" below.

In February 2023, the Board of Directors recommended an

increase of the base annual dividend to $0.44/share (from

$0.38/share paid in 2022) to be paid in two equal installments in

June 2023 and December 2023, subject to the approval of

shareholders at the annual general meeting of shareholders in

May 2023.

Investor relations

ArcelorMittal has a dedicated investor relations team at the

disposal of analysts and investors. By implementing high

standards of financial information disclosure and providing clear,

regular, transparent and even-handed information to all its

shareholders, ArcelorMittal aims to be the first choice for

investors in the sector.

To meet this objective and provide information to fit the needs of

all parties, ArcelorMittal implements an active and broad

investor communications policy: conference calls, road shows

with the financial community, regular participation at investor

conferences, plant visits and meetings with individual investors.

ArcelorMittal’s senior management plans to meet investors and

shareholder associations in road shows throughout 2023.

Management report

Depending on their geographical location, investors may use the

following e-mails or contact numbers to reach the investor

relations team:


investor.relations@arcelormittal.com	+44 203 214 2893
creditfixedincome@arcelormittal.com	+33 1 7192 1026

Sustainable responsible investors

The Investor Relations team is also a source of information for

the growing sustainable responsible investment community. The

team organizes special events on ArcelorMittal’s corporate

responsibility strategy and answers all requests for information

sent to the Group at investor.relations@arcelormittal.com or

may be contacted at +44 7435 192 206.

Financial calendar

The schedule is available on ArcelorMittal’s website

www.arcelormittal.com under Investors, Financial calendar.


Financial results*:
Results for the 1st quarter 2023	May 4, 2023
Results for the 2nd quarter 2023 and 6 months 2023	July 27, 2023
Results for the 3rd quarter 2023	November 9, 2023
Meeting of shareholders:
Annual general meeting of shareholders	May 2, 2023

* Earnings results are issued before the opening of the stock exchanges on which ArcelorMittal

is listed.

Contact the investor relations team according to the information

detailed above or please visit www.arcelormittal.com/corp/

investors/contact.

Cautionary Statement Regarding Forward-Looking Statements

This annual report contains forward-looking statements based

on estimates and assumptions. This annual report contains

forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995. Forward-looking

statements include, among other things, statements concerning

the business, future financial condition, results of operations and

prospects of ArcelorMittal, including its subsidiaries. These

statements usually contain the words “believes”, “plans”,

“expects”, “anticipates”, “intends”, “estimates” or other similar

expressions. For each of these statements, you should be

aware that forward-looking statements involve known and

unknown risks and uncertainties. Although it is believed that the

expectations reflected in these forward-looking statements are

reasonable, there is no assurance that the actual results or

developments anticipated will be realized or, even if realized,

that they will have the expected effects on the business,

financial condition, results of operations or prospects of

ArcelorMittal.

These forward-looking statements speak only as of the date on

which the statements were made, and no obligation has been

undertaken to publicly update or revise any forward-looking

statements made in this annual report or elsewhere as a result

of new information, future events or otherwise, except as

required by securities and other applicable laws and regulations.

A detailed discussion of principal risks and uncertainties which

may cause actual results and events to differ materially from

such forward-looking statements is included in the section titled

“Risk factors”.

All information that is not historical in nature and disclosed

under “Operating and financial review” is deemed to be a

forward-looking statement.

Market information

This annual report includes industry data and projections about

the Company’s markets obtained from industry surveys, market

research, publicly available information and industry

publications. Statements on ArcelorMittal’s competitive position

contained in this annual report are based primarily on public

sources including, but not limited to, published information from

the Company's competitors. Industry publications generally

state that the information they contain has been obtained from

sources believed to be reliable but that the accuracy and

completeness of such information is not guaranteed and that the

projections they contain are based on a number of significant

assumptions. The Company has not independently verified this

data or determined the reasonableness of such assumptions. In

addition, in many cases the Company has made statements in

this annual report regarding its industry and its position in the

industry based on internal surveys, industry forecasts and

market research, as well as the Company’s experience. While

these statements are believed to be reliable, they have not been

independently verified.

Financial information

This annual report contains the audited consolidated financial

statements of ArcelorMittal and its consolidated subsidiaries,

including the consolidated statements of financial position as of

December 31, 2022 and 2021, and the consolidated statements

of operations, other comprehensive income, changes in equity

and cash flows for each of the years ended December 31, 2022,

2021 and 2020. ArcelorMittal’s consolidated financial statements

were prepared in accordance with International Financial

Reporting Standards (“IFRS”) as issued by the International

Accounting Standards Board (“IASB”) and as adopted by the

European Union.

The financial information and certain other information

presented in a number of tables in this annual report have been

rounded to the nearest whole number or the nearest decimal.

Therefore, the sum of the numbers in a column may not conform

exactly to the total figure given for that column. In addition,

Management report

certain percentages presented in the tables in this annual report

reflect calculations based upon the underlying information prior

to rounding and, accordingly, may not conform exactly to the

percentages that would be derived if the relevant calculations

were based on the rounded numbers. This annual report

includes net debt, operating working capital and free cash flow,

which are non-GAAP financial measures. ArcelorMittal believes

net debt, operating working capital and free cash flow to be

relevant to enhance the understanding of its financial position

and provides additional information to investors and

management with respect to the Company’s operating cash

flows, capital structure and credit assessment. In addition, it

refers to “special” items in its capital return policy which will be

used to determine if the base dividend will be paid. “Special”

items relate to events or charges that the Company does not

consider to be part of the normal income generating potential of

the business. Items may qualify as “special” although they may

have occurred in prior years or are likely to recur in following

years. Non-GAAP financial measures should be read in

conjunction with and not as an alternative for, ArcelorMittal’s

financial information prepared in accordance with IFRS. Such

non-GAAP measures may not be comparable to similarly titled

measures applied by other companies.

Key transactions and events in 2022

During 2022, ArcelorMittal completed several financing and

liability management transactions. Please refer to the "Business

overview—Liquidity and capital resources" and "Operating and

financial review—Liquidity and capital resources—Financings"

of this report for a summary of these transactions.

•On January 14, 2022, ArcelorMittal announced that 45

million treasury shares had been cancelled to keep the

number of treasury shares within appropriate levels. This

cancellation took into account the shares already

purchased under the $1 billion share buyback announced

on November 17, 2021, which was completed on December

28, 2021. As a result of these cancellations, ArcelorMittal

had 937,809,772 shares in issue (compared to 982,809,772

before the cancellation).

•On March 3, 2022, ArcelorMittal announced its decision to

idle its steelmaking operations in Kryvyi Rih, Ukraine in

order to ensure the safety and security of its employees and

assets. The process to safely idle all blast furnaces while

maintaining asset integrity commenced on the same day.

On April 11, 2022, blast furnace No. 6 (approximately 20%

of Kryvyi Rih capacity) was restarted to resume low levels

of pig iron production. Iron ore production was

approximately at 55% of capacity during the first half of

2022. During the third quarter, iron ore production was

temporarily suspended due to weaker demand and logistic

constraints but restarted in early October 2022 at

approximately 25% level. Key production assets have not

been seriously damaged at the date of this report (as a

result of the missile strike at the plant premises on

December 5, 2022).

•On March 30, 2022 Votorantim S.A. exercised its put option

right under its shareholders’ agreement with the Company

to sell its entire equity interest in ArcelorMittal Brasil to the

Company, following the acquisition of Votorantim S.A.'s long

steel business in Brazil in 2018, which became a wholly-

owned subsidiary of ArcelorMittal Brasil. ArcelorMittal Brasil

calculated the put option exercise price in the amount of

BRL 0.8 billion ($0.2 billion), but Votorantim S.A. has

indicated that it does not agree with ArcelorMittal Brasil’s

calculation of the exercise price. The definition of the final

put option exercise price is now subject to arbitration

proceedings.

•On April 26, 2022, ArcelorMittal announced that it had

completed its $1 billion share buyback program announced

on February 11, 2022 under the authorization given by the

annual general meeting of shareholders of June 8, 2021. By

market close on April 25, 2022, ArcelorMittal had

repurchased 31,751,960 shares for a total value of €911

million (equivalent to $1 billion) at an approximate average

price per share of €28.68 ($31.49).

•On May 18, 2022, ArcelorMittal announced that 60 million

treasury shares had been cancelled to keep the number of

treasury shares the Company holds within appropriate

levels. This cancellation took into account shares already

purchased under the $1 billion share buyback announced

on May 5, 2022. As a result of this cancellation,

ArcelorMittal had 877,809,772 shares in issue (compared to

937,809,772 before the cancellation).

•On May 31, 2022, Acciaierie d’Italia Holding and Ilva signed

an amendment to the Ilva lease agreement (with a

conditional purchase obligation) to, among other changes,

extend the longstop date for the fulfillment of the conditions

precedent (and, therefore, the term of the lease of the Ilva

business) by two years (i.e., until May 31, 2024). In parallel,

ArcelorMittal and Invitalia signed an amendment to their

investment agreement (i) to extend the latest date for the

second equity injection to May 31, 2024 so as to coincide

with the latest date for the fulfillment of the conditions

precedent for the purchase of the Ilva business assets and

(ii) to reflect certain other circumstances. At the end of

December 2022, in order to address the financial

consequences on the Acciaierie d’Italia group of the

unprecedented spike in energy costs caused by the Ukraine

crisis, ArcelorMittal, the Italian Government and Invitalia

agreed, among other things, to accelerate the funding

originally envisaged to occur in connection with the

Management report

acquisition of Ilva’s assets, consisting in particular of €680

million from Invitalia and €70 million from ArcelorMittal

(corresponding to an equivalent amount of receivables

towards the Acciaierie d’Italia Group), in the form of a

convertible shareholder loan made available on February

14, 2023, as a result of which, upon conversion, Invitalia’s

stake in ADI Holding will be increased to 60% and

ArcelorMittal’s will reduce to 40%. The settlement of

Invitalia’s shareholder loan was completed on February 17,

2023. The latest amendment to the investment agreement

also introduced a partial modification to the company’s

governance effective as of the end of the term of the current

board of directors (set to expire with the approval of the

2023 financial statements), when Invitalia will become

entitled to appoint the CEO (subject to ArcelorMittal’s

approval) and ArcelorMittal to appoint the chairman (subject

to Invitalia’s approval) and each party will continue to

appoint two more board members. Also, as from the

conversion of the shareholder loans into capital, Invitalia will

have the right to transfer to any third party an interest of no

more than 20% of the share capital of Acciaierie d’Italia

Holding, subject however to ArcelorMittal’s right of first

refusal.

•On June 9, 2022, ArcelorMittal announced that it had

completed its $1 billion share buyback program announced

on May 5, 2022 under the authorization given by the annual

general meeting of shareholders of May 4, 2022 bringing

the total 2022 buybacks completion to $2 billion as of such

date. By market close on June 8, 2022, ArcelorMittal had

repurchased 33,349,597 shares for a total value of €943

million (equivalent to $1 billion) at an approximate average

price per share of €28.26 ($29.99). The shares acquired

under the program are intended (i) to meet ArcelorMittal’s

obligations under debt obligations exchangeable into equity

securities (ii) to reduce ArcelorMittal’s share capital, and/or

(iii) to meet ArcelorMittal’s obligations arising from

employee share programs.

•On June 30, 2022, ArcelorMittal completed the acquisition

of an 80% shareholding in voestalpine’s world-class HBI

plant located in Corpus Christi, Texas for total consideration

of $817 million. The state-of-the-art plant, which was

opened in October 2016, is one of the largest of its kind in

the world. It has an annual capacity of two million tonnes of

HBI, a high-quality feedstock made through the direct

reduction of iron ore which is used to produce high-quality

steel grades in an EAF, but which can also be used in blast

furnaces, resulting in lower coke consumption. HBI is a

premium, compacted form of Direct Reduced Iron ("DRI")

developed to overcome issues associated with shipping

and handling DRI. The facility is ideally located with its own

deep-water port and unused land on the site which provides

options for further development. voestalpine has retained a

20% interest in the plant with a corresponding offtake

agreement with an initial ten-year term renewable as long

as voestalpine retains any interest in ArcelorMittal Texas

HBI. ArcelorMittal would own 100% of any future

development. The remaining balance of production will be

delivered to third parties under existing supply contracts,

and to ArcelorMittal facilities, including to AM/NS Calvert in

Alabama, upon the commissioning of its 1.5 million tonne

EAF. Pursuant to the purchase agreement, voestalpine's

20% interest is subject to a call option exercisable by

ArcelorMittal upon termination of the offtake agreement or

failure by voestalpine to purchase the offtake volume. In

addition, voestalpine has a put option exercisable on the

fifth, tenth and fifteenth anniversary of the acquisition date

with an exercise price defined as the lower of equity value

increased by an annual contractual return and fair value

and for which the Company recognized a $177 million

liability at inception.

•On July 29, 2022, the Company announced a new share

buyback program of 60,431,380 shares (approximately $1.4

billion based on share price as of July 26, 2022) to be

completed by the end of May 2023 (subject to market

conditions) under the authorization given by the annual

general meeting of shareholders of May 4, 2022, bringing

the total 2022 buybacks announced as of such date to

approximately $3.4 billion. This is the maximum shares

purchasable under current shareholder authorization. The

Significant Shareholder has decided not to participate in the

program consistent with the position announced on

February 25, 2022. The shares acquired under the program

are intended to meet ArcelorMittal’s obligations under debt

obligations exchangeable into equity securities; to reduce

ArcelorMittal’s share capital, and/or to meet ArcelorMittal’s

obligations arising from employee share programs.

In addition, the Company announced or completed the following

additional acquisitions:

•On February 28, 2022, ArcelorMittal acquired John Lawrie

Metals Limited, a UK based leading consolidator of ferrous

scrap metal, for total consideration of £35 million ($43

million net of cash acquired of $5 million) as part of its

strategy of increasing the use of scrap steel to lower CO2

emissions from steelmaking in both the EAF and blast

furnace routes.

•On May 2, 2022, ArcelorMittal completed the acquisition of

Architectural Steel Limited, a UK based manufacturer of

bespoke metal fabrications and flashings for building

envelopes to strengthen ArcelorMittal Downstream

Solutions' construction business within the Europe

Management report

segment. Total consideration was £36 million ($39 million

net of cash acquired of $6 million).

•On May 9, 2022, in order to strengthen the Company's

plate operations in the Europe reportable segment in

selected downstream and distribution activities,

ArcelorMittal increased its interest in the former associate

Centro Servizi Metalli S.p.A., a stainless plate processing

business with operations mainly in Italy and Poland, from

49.29% to 91.68% through the acquisition of a 42.39%

controlling stake for €13.5 million ($7 million net of cash

acquired of $7 million).

•On July 1, 2022, the Company completed the acquisition of

three subsidiaries from environmental services and

recycling company ALBA International Recycling (ALBA

Metall Süd Rhein-Main GmbH, ALBA Electronics Recycling

GmbH and ALBA Metall Süd Franken GmbH) active in

ferrous and non-ferrous metal recycling in Germany for total

consideration of $65 million of which €51 million ($45

million net of cash acquired of $9 million) in cash and

deferred consideration of $11 million.

•On July 28, 2022, ArcelorMittal announced it had signed an

agreement with the shareholders of CSP to acquire CSP for

an enterprise value of approximately $2.2 billion. The

acquisition is expected to close during the first quarter of

2023 as the Company obtained final approval by CADE

(Brazilian antitrust). CSP is a world-class operation,

producing high-quality slab at a globally competitive cost.

CSP’s state-of-the-art steel facility in the state of Ceará in

northeast Brazil was commissioned in 2016 and produced

its first slabs in June of that year. It operates a three million

tonne capacity blast furnace and has access via conveyors

to the Port of Pecém, a large scale, deep water port located

10 kilometers from the plant. CSP operates within Brazil’s

first Export Processing Zone, and benefits from various tax

incentives including a low corporate income tax rate. The

acquisition brings several strategic benefits to ArcelorMittal,

including the potential to:

–Expand the Company’s position in the high-growth

Brazilian steel industry.

–Capitalize on the significant planned third-party

investment to form a clean electricity and green

hydrogen hub in Pecém.

–Add 3 million tonnes of high-quality and cost-

competitive slab capacity, with the potential to supply

slab intra-group or to sell into North and South

America.

–Allow for further expansions by the Company, such as

the option to add primary steelmaking capacity

(including direct reduced iron) and rolling and finishing

capacity.

–Capture over $50 million of identified synergies,

including SG&A, procurement and process

optimization.

The state of Ceará has ambitions to develop a low-cost

green hydrogen hub. The Pecém Green Hydrogen Hub, a

partnership between the Pecém Complex and Linde, a

leading global industrial gases and engineering company, is

a large-scale green hydrogen project at the Port of Pecém

which is targeting to produce up to 5 GW of renewable

energy and 900,000 tonnes per year of green hydrogen in a

series of phases. The first phase, which the partnership

currently expects to be completed over the course of the

next five years, targets the construction of 100-150 MW of

renewable energy capacity.

•On December 29, 2022, ArcelorMittal announced it signed

an agreement to acquire Polish scrap metal recycling

business, Zakład Przerobu Złomu (“Złomex”). The

transaction's closing, which is subject to customary

regulatory approvals is expected during the first half of

2023. Zlomex operates scrap yards in Krakow and Warsaw

which last year processed and shipped almost 400,000

tonnes of ferrous scrap metal. Zlomex supplies a range of

steel mills and foundries with well-established relationships

and has also been a long-standing supplier to

ArcelorMittal’s steel plants in Dąbrowa Górnicza and

Warsaw. Zlomex is focused on ferrous scrap metal and has

in 2022 expanded its Krakow operations with the installation

of a new shredder and separation equipment and has

invested into an enlargement of its Warsaw yard.

ArcelorMittal is committed to supporting Zlomex’s ongoing

growth strategy.

Recent Developments

•On January 3, 2023, in the framework of its decarbonization

strategy, ArcelorMittal completed the acquisition of Riwald

Recycling ("Riwald"), a state-of-the-art ferrous scrap metal

recycling business based in the Netherlands for total

consideration of €85 million subject to certain post-closing

adjustments. Riwald operates two fully certified scrap metal

yards in Almelo and Beverwijk, the Netherlands, both of

which have direct port access. Riwald processed over

330,000 tonnes of ferrous scrap metal in 2021. It sources

material from a wide range of suppliers including industrial

companies, OEMs, demolition companies, traders, car

dismantling companies and regional and national

government. Riwald utilizes high-specification technical

equipment in the separation of materials. This ensures a

high purity of materials at the end of the process and

maximizes the recovery from all types of scrap and waste it

collects.

Management report

Sustainable development highlights - leading the

decarbonization of the steel industry

•On January 25, 2022, ArcelorMittal announced a $5 million

investment in H2Pro through its XCarb™ Innovation Fund,

bringing the fund’s total investment commitments to $180

million since its launch in March 2021. The investment is

part of a $75 million Series B fundraise by H2Pro, with other

investors including Temasek, Horizons Ventures,

Breakthrough Energy Ventures and Yara. H2Pro is

developing a disruptive way of producing hydrogen from

water. Similar to electrolysis, its technology, E-TAC

(Electrochemical – Thermally Activated Chemical), uses

electricity to split water into hydrogen and oxygen. Unlike

conventional electrolysis however, hydrogen and oxygen

are generated separately in different steps – an

Electrochemical step and a Thermally Activated Chemical

step. The technology was developed at Technion, Israel

Institute of Technology. E-TAC water splitting offers energy

efficiency of over 95%, significantly higher than traditional

water electrolysis technologies which typically deliver

energy efficiency of around 70%. E-TAC is also expected to

prove more cost effective than traditional electrolysis, with

capital expenditures anticipated to be broadly halved,

alongside lower operational costs. H2Pro is targeting

producing hydrogen at a cost of under $2/kg by 2023, when

its first commercial, megawatt scale project is anticipated to

move into production, and at a targeted cost of under $1/kg

by 2030.

•On February 4, 2022, ArcelorMittal announced an

acceleration of its decarbonization process with a €1.7

billion investment program by 2030 at its French

steelmaking sites in Fos-sur-Mer and Dunkirk with support

from the French Government while maintaining equivalent

production capacities. This investment will enable a

profound transformation of steelmaking in France and a

total reduction of close to 40% or 7.8 million tonnes per

year in ArcelorMittal’s CO2 emissions in France by 2030.

This transformation aims for a 10% reduction in greenhouse

gas emissions from the manufacturing industry in France

and to put France’s steelmaking industry on the path of the

Paris Agreement. In Fos-sur-Mer, ArcelorMittal will build an

EAF, which will complement the ladle furnace announced in

March 2021 and supported by France’s recovery plan,

‘France Relance’. Together these investments will turn Fos-

sur-Mer into a reference site for the production of low

carbon, circular steel, made from recycled steel. In Dunkirk,

ArcelorMittal will build a 2.5 million tonne DRI unit to

transform iron ore using hydrogen instead of coal. This DRI

will be coupled with an innovative technology electric

furnace and completed by an additional EAF. Other

investments are already under way to continue to increase

the proportion of scrap steel used. The new industrial

facilities are expected to gradually replace 3 out of 5 of

ArcelorMittal’s blast furnaces in France by 2030 (2 out of 3

in Dunkirk, 1 out of 2 in Fos-sur-Mer).

•On March 17, 2022, ArcelorMittal announced an

investment, with the support of the French government, to

create a new production unit for electrical steels at its

Mardyck site in the north of France. With this new unit,

which will specialize in the production of electrical steels for

the engines of electric vehicles and which complements

ArcelorMittal’s existing electrical steels plant in Saint-Chély

d’Apcher, in the south of France, all of the group's electrical

steels will be produced in France, strengthening France’s

electromobility sector. This project is supported by the

French government as part of France 2030. As part of this

contribution to the electromobility sector, ArcelorMittal’s

electrical steels will contribute to achieving the European

Union’s goals on the reduction of CO2 emissions.

•On March 22, 2022, ArcelorMittal announced that it had

established a strategic partnership with Greenko Group,

India’s leading energy transition company, to develop a

‘round the clock’ renewable energy project with 975 MW of

nominal capacity. The $0.6 billion project will combine solar

and wind power and be supported by Greenko’s hydro

pumped storage project, which helps to overcome the

intermittent nature of wind and solar power generation. The

project provides for 250 MW of uninterrupted renewable

power to be supplied annually to AMNS India

(ArcelorMittal’s joint venture company in India) under a 25-

year off-take agreement to be entered into with AMNS India

(starting in mid-2024). The project will be owned and

funded by ArcelorMittal. Greenko will design, construct and

operate the renewable energy facilities in Andhra Pradesh,

Southern India. This will result in over 20% of the electricity

requirement at AMNS India’s Hazira plant coming from

renewable sources, reducing carbon emissions by

approximately 1.5 million tonnes per year. The project

provides an attractive return on investment for ArcelorMittal

and offers AMNS India the dual benefits of lower electricity

costs and lower CO2 emissions. The Company is studying

the option to develop a second phase which would double

the installed capacity.

•On April 29, 2022, ArcelorMittal published its 2021

integrated annual review, ‘Smarter steels for people and

planet’. The review underpins the Company’s commitment

to transparent reporting. It has been produced to reflect the

guiding principles of the Value Reporting Foundation and in-

line with the Global Reporting Index (GRI) Sustainability

Reporting Standards, the United Nations Global Compact,

and the European Union’s Directive 2014/95/EU on non-

financial reporting. The Integrated Annual Review is a

Management report

central element in the Company’s commitment to engage

stakeholders and communicate the Company's financial

and non-financial performance. It provides an overview of

the Company’s performance in 2021, outlines progress

against its strategic priorities, and details its short- and

long-term plans.

•On May 2, 2022, ArcelorMittal announced that it has

successfully tested the use of green hydrogen in the

production of DRI at its steel plant in Contrecoeur, Québec.

ArcelorMittal’s ambition is to lead the decarbonization of the

steel industry and this test is an important milestone in the

Company’s journey to produce zero carbon emissions steel

via the DRI-based steelmaking route using green hydrogen

as an input. The objective of the test was to assess the

ability to replace the use of natural gas with green hydrogen

in the iron ore reduction process. During this first test, 6.8%

of natural gas was replaced with green hydrogen during a

24-hour period, which contributed to a measurable

reduction in CO2 emissions. The green hydrogen used in

the test was produced by a third-party owned electrolyzer

(device that produces green hydrogen from electricity and

water) and was then transported to Contrecoeur. This is a

major step forward since the iron ore reduction process

alone contributes to more than 75% of ArcelorMittal Long

Products Canada’s (“AMLPC”) overall CO2 emissions.

AMLPC is evaluating the possibility of carrying out further

tests in the coming months by increasing the use of green

hydrogen at the DRI plant, which could eventually reduce

CO2 emissions in Contrecoeur by several hundred

thousand tonnes per year. The potential use of electrolysers

to produce green hydrogen in Contrecoeur will depend on

certain criteria, particularly the availability of sufficient

electricity to power the units.

•On May 24, 2022, ArcelorMittal announced that it had

achieved ResponsibleSteel™ certification for its Asturias

Cluster in Spain, and ArcelorMittal Méditerranée in France –

the Company’s first sites to be certified in both France and

Spain.

•On May 25, 2022, ArcelorMittal launched the XCarb™

Accelerator Program to support breakthrough technology

start-up and drive decarbonization. Breakthrough

technology start-ups worldwide have been invited to submit

applications to compete for investment from ArcelorMittal’s

XCarb™ Innovation Fund, which aims to invest up to $100

million annually in such transformative technologies, and

access to ArcelorMittal’s advice and expertise in innovation,

research and development, technology commercialization

and business mentorship.

•On May 25, 2022, ArcelorMittal announced that it had

signed a non-binding Memorandum of Understanding with

SNIM, an iron ore mining company based in Mauritania, to

evaluate the opportunity to jointly develop a pelletization

plant and a DRI production plant in Mauritania. A pre-

feasibility study is expected to be completed during the first

half of 2023 to give better insight into the viability of the

potential project which would take advantage of

Mauritania’s potential for renewable electricity generation

and green hydrogen production.

•On May 31, 2022, HyDeal España, an industrial joint

venture formed by ArcelorMittal, Enagás, Grupo Fertiberia

and DH2 Energy, announced partnerships with four

engineering, procurement and construction firms: VINCI

Construction, Técnicas Reunidas, PowerChina Guizhou

Engineering and TSK. HyDeal España aims to deliver

competitive renewable hydrogen to an industrial complex in

Asturias from facilities based in northern Spain. The total

installed capacity is targeting 9.5 GW of solar power and

7.4 GW of electrolyzers. Production is targeted to start by

the end of 2025, to produce about 150,000 tonnes of

renewable hydrogen per year from 2026 and reach 330,000

tonnes in 2030. ArcelorMittal and Grupo Fertiberia have

announced their intention to contract, together with other

key off-takers, the supply of 6.6 million tonnes of renewable

hydrogen over 20 years.

•On June 1, 2022, ArcelorMittal and the government of

Spain signed an agreement in which the government has

committed financial support for the decarbonization of the

Company’s steelmaking sites in Asturias and in Sestao, in

the Basque Country. The agreement was signed on the

occasion of the World Economic Forum in Davos,

Switzerland, at a signing ceremony attended by the CEO of

ArcelorMittal Aditya Mittal and the Spanish Minister of

Industry Reyes Maroto. The funding, which is part of the

government’s Recovery and Resilience Plan, will support

the construction of an electric arc furnace and DRI plant in

Gijón, which are crucial to the Company’s CO2 emissions

reduction goals in Europe. The implementation of this

project represents the first step of the Company’s

decarbonization journey in Asturias. In order to implement

the described transformation of the site in Asturias, an

application has been submitted under the EU’s CEEAG

framework, and on February 17, 2023, the European

Commission approved, under EU state aid rules, a €460

million Spanish measure to support ArcelorMittal España in

construction of the new DRI installation in Gijón.

•On June 14, 2022, ArcelorMittal published a concept for a

low-carbon emissions steel standard to help incentivize the

decarbonization of steelmaking globally and support the

creation of market demand for physical steel products

which would be classified as lower, and ultimately near-

Management report

zero, carbon emissions steel. The concept's main aspects

are the following:

–Dual scoring system which provides customers with a life

cycle assessment (LCA) value alongside a rating system

which measures progress towards near-zero

–Designed to incentivize the decarbonization of both primary

and secondary steelmaking

–Provides transparency and consistency across steel

products for customers

–Supports the development of markets for low-carbon

emissions steel

The creation of clear definitions for low-carbon emissions

physical steel is an important component of ‘demand pull’

and ‘supply push’ mechanisms that are required to support

the steel industry in its transition to net zero by 2050. Clear

definitions will also help inform targeted policy to support

the scale-up and commercialization of these near-zero

technologies.

•On June 22, 2022, ArcelorMittal and energy company RWE

announced the signing of a memorandum of understanding

to work together to develop, build and operate offshore

wind farms and hydrogen facilities that will supply the

renewable energy and green hydrogen required to produce

low-emissions steel in Germany. The partnership centers

on driving forward the production of carbon-neutral steel,

with a plan to replace coal with wind power and green

hydrogen as the main source of energy in steel production

at ArcelorMittal’s steelmaking sites in Germany. The

partnership includes assessing options for joint participation

in tenders for offshore wind farm sites in the North Sea

(depending on amendments to the Wind Energy at Sea Act

currently under way) and jointly looking for areas where

electrolysis plants can be built to supply the steel

production sites in Bremen and Eisenhüttenstadt.

•On July 21, 2022, ArcelorMittal and automotive supplier

Gestamp announced that they had successfully tested the

use of low-carbon emissions steel for use in car parts that

will ultimately be used in the production of vehicles in

Europe. The two companies have signed an agreement to

strengthen cooperation on sustainability, specifically in the

production of low-carbon emissions steel parts and are

working closely to ensure that ArcelorMittal’s steel meets all

Gestamp’s technical requirements. In this process,

Gestamp has a very important role in validating the low-

carbon emissions steel produced by ArcelorMittal in order to

meet the standards of excellence its automotive clients

need. Gestamp’s R&D team has developed a detailed,

step-by-step procedure to validate and homologate

ArcelorMittal’s low-carbon emissions steel for use in vehicle

production. Using Usibor® 1500 made with XCarb®

recycled and renewably produced substrate, Gestamp has

successfully trialed the first parts (such as a car’s tunnel

and seat reinforcements) in press-hardenable steel, which

is ultra-high-strength and therefore enables car

manufacturers to achieve excellent weight reductions

across the vehicle. XCarb® recycled and renewably

produced is a decarbonized product made with a very high

proportion of recycled steel in an EAF and 100% renewable

electricity. The steel used by Gestamp has a carbon

footprint that is almost 70% lower than the same product

made without XCarb® recycled and renewably produced.

These are major steps forward in Gestamp’s ESG strategy

to decarbonize their supply chain and contribute to the

mitigation of climate change, collaborating to make this low-

carbon emissions steel project a tangible reality and

therefore more sustainable vehicles.

•On September 12, 2022, ArcelorMittal and quarried

materials group SigmaRoc entered into a strategic joint

venture agreement to create a new company producing

lime, an essential purifying additive used in steel production

as well as numerous other industrial applications. The

partners will leverage their materials and manufacturing

expertise to produce 900,000 tons a year of a high-quality

material. The operations will be located close to Dunkirk’s

harbor and the ArcelorMittal steelworks – who will be the

main consumer of the lime produced – allowing for shorter

transportation of the finished product. To transform the

quicklime production process, the new company aims at

reusing heat recovered from the ArcelorMittal plant, and at

using biofuels in its process to replace the use of natural

gas in the production process and reduce its CO2

emissions. Its strategic location will allow the company to

be a part of Dunkirk’s CO2 hub. The combination of these

CO2 reduction initiatives will allow the company to offer net-

zero lime. Under the terms of the agreement, each of

SigmaRoc and ArcelorMittal will take a 47.5% ownership

stake in the joint venture. In the first phase of roll out, the

new company will be responsible for the construction of

three new lime kilns in Dunkirk. Initial planning has

commenced on permitting and kiln specification for these

operations, with final permitting approval expected toward

the end of 2023 and commissioning in 2025. Long term

supply and offtake agreements will be entered into between

the joint venture partners.

•On September 22, 2022, ArcelorMittal announced that

ArcelorMittal Poland had received ResponsibleSteel™

certification, following a successful audit carried out by DNV

Poland which confirmed that the business fulfills the criteria

required to earn certification against the ResponsibleSteel

Standard. ArcelorMittal Poland is the first cluster of sites to

be certified in Eastern Europe by ResponsibleSteel, the

Management report

industry’s first global multi-stakeholder standard and

certification initiative.

•On September 27, 2022, the Luxembourg Ministry of the

Economy and ArcelorMittal signed a memorandum of

understanding which sets the stage for the development of

projects enabling Luxembourg's steel plants to embark on

the path of carbon neutral steel production. The first

package of projects, with an estimated value of €100

million, will consist of a transformation of the Belval steel

plant with a new EAF. This investment aims to improve

energy efficiency and increase steel production capacity by

almost 15% to 2.5 million tons of steel per year, thus

establishing self-sufficiency in steel production capacity in

Luxembourg to cover the needs of finished rolled products.

At a later stage, the residual carbon footprint will be

addressed by a wave of new technological developments,

such as replacing natural gas in the rolling mill reheating

furnaces with alternative energy resources. In a second

phase, ArcelorMittal aims to make Bissen the first carbon-

neutral site of ArcelorMittal Wire Solutions by investing in

the modernization of its wire drawing and galvanizing lines

through the use of state-of-the-art technology. Studies to

confirm the feasibility of these projects have been launched

and the decision to proceed will depend on the results.

Investments up to €30 million could be made in several

stages over the next five years.

•On October 4, 2022, ArcelorMittal announced it had

invested a further $17.5 million in Form Energy Inc. ("Form

Energy") via its XCarb® Innovation Fund. The investment,

which is part of Form’s oversubscribed $450 million Series

E financing round, is the second investment ArcelorMittal

has made in the company, following its initial investment of

$25 million announced in July 2021. Form Energy was

founded in 2017 and is developing, manufacturing, and

commercializing a new class of cost-effective, multi-day

energy storage systems that will enable a reliable and fully

renewable electric grid year-round. It is currently engaged

in a robust site selection process for its first full scale

battery manufacturing facility. Starting with identifying over

100 initial sites across 16 states, Form Energy has

narrowed the site selection to three states and expects to

make an announcement in this regard before the end of the

year. At the time of ArcelorMittal’s initial investment in Form

Energy, the two parties also signed a joint development

agreement to explore the potential for ArcelorMittal to

provide DRI, tailored to specific requirements, to Form

Energy as the iron input into their battery technology. Work

falling under this agreement to define the operational

modifications to produce a specially modified DRI product

for Form Energy’s batteries has progressed well and plans

are being put in place for larger scale production trials.

•On October 13, 2022, ArcelorMittal, in the presence of the

governments of Canada and Ontario, broke ground on its

CAD$1.8 billion investment decarbonization project at the

ArcelorMittal Dofasco plant in Hamilton, Ontario, Canada,

which it had confirmed on February 15, 2022, following the

announcement on February 15, 2022, that the Government

of Ontario would invest CAD$500 million in the project,

which followed the previous announcement in July 2021

that the Government of Canada would invest CAD$400

million in the project. The investment is expected to reduce

annual CO2 emissions at ArcelorMittal’s Hamilton, Ontario

operations by approximately 3 million tonnes, which

represents approximately 60% of emissions. This means

the Hamilton plant will transition away from the blast

furnace-basic oxygen furnace steelmaking production route

to the DRI – EAF production route, which carries a

significantly lower carbon footprint and removes coal from

the ironmaking project. The new 2.5 million tonne capacity

DRI furnace will initially operate on natural gas but will be

constructed ‘hydrogen ready’ so it can be transitioned to

utilize green hydrogen as a clean energy input as and when

a sufficient, cost-effective supply of green hydrogen

becomes available. Construction on the new assets is

scheduled to be completed in 2026, at which point a 12 to

18 month transition phase will begin with both steelmaking

streams 5BF-BOF and DRI-EAF active. The transition is

scheduled to be completed by 2028. In addition to the new

DRI facility, the project also involves the construction of an

EAF capable of producing 2.4 million tonnes of high-quality

steel through ArcelorMittal Dofasco’s existing casting,

rolling and finishing facilities. Modification of ArcelorMittal

Dofasco’s existing EAF facility and continuous casters will

also be undertaken to align productivity, quality and energy

capabilities between all assets in the new footprint.

•On October 27, 2022, ArcelorMittal, Mitsubishi Heavy

Industries Engineering ("MHIENG"), a pioneer in carbon

capture technology, leading global resources company,

BHP, along with Mitsubishi Development Pty Ltd announced

a collaboration on a multi-year trial of MHIENG’s carbon

capture technology with ArcelorMittal, following the signing

of a funding agreement between the parties. The

companies will also conduct a feasibility and design study

to support progress to full scale deployment. The

agreement, which involves a trial at ArcelorMittal’s steel

plant in Gent, Belgium and another site in North America,

brings together the expertise of the various partners in

identifying ways to enhance carbon capture and utilization

and/or storage ("CCUS") technologies in the hard-to-abate

steelmaking industry. The industry is estimated to account

Management report

for around seven-to-nine per cent of global greenhouse gas

("GHG") emissions. CCUS has the potential to be a key

technology for reducing emissions from existing global blast

furnaces, which are anticipated to remain a significant

portion of steel production over coming decades. The IEA

estimates CCUS technology needs to apply to more than

53 per cent of primary steel production by 2050, equivalent

to 700 Mtpa of CO2, for the Net Zero Emissions scenario.

There are no full scale operational CCUS facilities in blast

furnace steelmaking operations at present, with only a

limited number of small capacity carbon capture or

utilization pilots underway or in the planning phases

globally. However, later this year ArcelorMittal Gent will

commission its Steelanol project, a scale demonstration

plant that will capture carbon-rich process gases from the

blast furnace and convert them into ethanol. To further

understand how carbon capture technology can be

incorporated into existing steel plants, ArcelorMittal is

facilitating the trial at its five million-tonnes-a-year steel

plant in Gent, Belgium, and at another location in North

America, with MHIENG supplying its proprietary technology

and supporting the engineering studies. BHP and Mitsubishi

Development, as key suppliers of high-quality steelmaking

raw materials to ArcelorMittal’s European operations, will

fund the trial that is anticipated to run for multiple years. In

Gent, the trial will have two phases. The first phase involves

separating and capturing the CO2 top gas from the blast

furnace at a rate of around 300kg of CO2 a day – a

technical challenge due to the differing levels of

contaminants in the top gas. The second phase involves

testing the separating and capture of CO2 from the off-

gases in the hot strip mill reheating furnace, which burns a

mixture of industrial gases including coke gas, blast furnace

gases and natural gas. The parties plan to install the mobile

test unit in one of ArcelorMittal’s North American DRI plants,

to test MHIENG’s technology in this steelmaking route.

•On November 3, 2022, ArcelorMittal announced it had

invested $25 million in nuclear innovation company

TerraPower through its XCarb® Innovation Fund. The

investment is part of an $830 million equity raise

TerraPower has concluded, which is the largest private

raise among advanced nuclear companies. TerraPower,

which was founded by Bill Gates in 2008, entered the

nuclear energy arena because the company’s founders saw

clean energy as the pathway to lift billions out of poverty. It

has spent the last decade investing in and developing

ground-breaking nuclear technologies. Its flagship

technology is Natrium™, which features a cost-competitive

sodium fast reactor combined with a molten salt energy

storage system. This combination will provide clean, flexible

energy and integrate seamlessly into power grids with high

penetrations of renewables. TerraPower is experiencing

significant growth, and is currently building its first

Natrium™ reactor, a TerraPower and GE Hitachi

technology, as part of the U.S. Department of Energy’s

Advanced Reactor Demonstration Program ("ARDP"). The

facility, being constructed near the site of a retiring coal

plant in Kemmerer, Wyoming, will feature a 345 MWe

sodium fast reactor alongside an energy storage system

that can boost output to 500 MWe during peak demand.

Large scale, first-of-a-kind, energy generation projects like

the Natrium™ project take years to come to fruition, and

TerraPower is targeting an in-service date for the project

within this decade.

•On December 8, 2022, ArcelorMittal inaugurated its flagship

CCU project at its steel plant in Ghent, Belgium. The €200

million ‘Steelanol’ project is a first of its kind for the

European steel industry. Utilizing cutting edge carbon

recycling technology developed by ArcelorMittals' project

partner LanzaTech, the CCU plant uses biocatalysts to

transform carbon-rich waste gases from the steelmaking

process and from waste biomass into advanced ethanol,

which can then be used as a building block to produce a

variety of chemical products including transport fuels,

paints, plastics, clothing and even cosmetic perfume, hence

helping to support the decarbonization efforts of the

chemical sector. The advanced ethanol will be jointly

marketed by ArcelorMittal and LanzaTech under the

Carbalyst® brand name. Once production reaches full

capacity, the Steelanol plant will produce 80 million liters of

advanced ethanol, almost half of the total current advanced

ethanol demand for fuel mixing in Belgium. It aims to

reduce annual carbon emissions from the Ghent plant by

125,000 tonnes. Other partners involved in the Steelanol

project are Primetals Technologies and E4tech.

ArcelorMittal Belgium expects to inaugurate in Ghent

another first for the European steel industry, with its ‘Torero’

project set to come on stream in the first quarter of 2023.

The €35 million Torero project is designed to process

sustainable biomass (initially in the form of waste wood that

cannot be used in other applications) for use as a raw

material input into the blast furnace, hence lowering the

volume of fossil coal used. This project aims to reduce

annual carbon emissions in Ghent by 112,500 tonnes.

ArcelorMittal Belgium intends to add a second reactor to its

Torero project in Ghent over the next two years, hence

doubling the size of the project.

•During 2022 and early 2023, in the context of its

decarbonization strategy, ArcelorMittal completed the

acquisitions of an 80% shareholding in voestalpine’s HBI

plant located in Corpus Christi, Texas and acquired or

announced the acquisition of four specialist scrap metal

Management report

recyclers. See section "Key transactions and events" for

further details.

Recent Developments

•On January 10, 2023, ArcelorMittal Europe – Flat Products

and Gonvarri Industries signed a Memorandum of

Understanding to cooperate more closely on reducing CO2

emissions and strengthening both companies’ sustainability

performance in the automotive market. Gonvarri Industries

is a leading company in flat steel processing with annual

production of around 5 million tonnes of processed steel

and is a major customer of ArcelorMittal Europe – Flat

Products.

•On January 27, 2023, ArcelorMittal announced it invested

$36 million in Boston Metal. The transaction is the

Company’s largest single initial investment to date through

its XCarb® Innovation Fund. ArcelorMittal’s investment has

led a $120 million Series C fundraising round undertaken by

Boston Metal. Other participants in the round include

Microsoft’s Climate Innovation Fund and Site Ground

Capital, who join Boston Metal’s existing shareholder

Ventures, mining majors Vale and BHP, BMW i Ventures

and several cleantech venture capital funds. Founded in

2013, Boston Metal is developing and commercializing a

patented Molten Oxide Electrolysis (MOE) platform for

decarbonizing primary steelmaking. MOE uses electricity to

produce molten steel through a direct, one-step process.

The MOE cell is capable of processing a wide range of iron

ore grades through high temperature electrolysis, producing

relatively impurity-free liquid steel with no accompanying

CO2 emissions. As a fully customizable steel manufacturing

solution, the modular MOE cells can be scaled until desired

production capacity is reached. Boston Metal has raised

over $200 million in three fundraising rounds and grown

from a team of eight employees in 2018 to over 100 today.

It is targeting commercialization of its technology by 2026.

•On February 6, 2023, ArcelorMittal announced the creation

of a partnership with market leader Guardini, coated steel

manufacturer Cooper Coated Coil (CCC) and coatings

manufacturer ILAG to launch a new range of bakeware with

a reduced environmental impact. The result of the four-way

partnership and a three-year development process is

XBake, a range of sustainable bakeware that is sourced

with ArcelorMittal’s XCarb® green steel certificates, and

made with an innovative per-and polyfluoroalkyl substances

("PFAS")-free, non-stick coating that was developed by

ILAG and is applied to steel coils by CCC. XBake was

launched at Ambiente, the world's largest and most

important international consumer-goods fair, in Frankfurt on

February 3, 2023, at a ceremony involving all four

companies.

•On February 17, 2023, the European Commission

approved, under EU state aid rules, a €55 million German

measure to support ArcelorMittal Hamburg in building the

demonstration plant for the production of green steel using

renewable hydrogen.

•On March 2, 2023, ArcelorMittal and KIRCHHOFF

Automotive, which develops and produces complex metal

and hybrid structures for body-in-white and chassis,signed

a memorandum of understanding (MoU) which focuses on

developing low carbon-emissions steel for cars and trucks.

The agreement covers a number of different areas of

development and steel solutions, but its principal focus is to

strengthen the two companies’ collaboration on

sustainability topics. This includes a project to develop and

test the use of ArcelorMittal’s XCarb® recycled and

renewably produced Usibor1500® (which is made with

recycled steel and 100% renewable electricity) in the high-

strength parts that KIRCHHOFF Automotive supplies to

leading OEMs in Europe, Asia, and North America.

Management report

RISK FACTORS AND CONTROL

ArcelorMittal’s business, financial condition, results of operations, reputation or prospects could be materially and adversely affected by

one or more of the risks and uncertainties described below.

Summary of risk factors

The Company's business is subject to numerous risks and uncertainties, including those highlighted under “Detailed risk factors” below.

These risks are divided into six categories:

–risks related to the global economy and the mining and steel industry;

–risks related to ArcelorMittal's operations;

–risks related to ArcelorMittal's mining activities;

–risks related to ArcelorMittal's acquisitions and investments;

–risks related to ArcelorMittal's financial position and organizational structure;

–legal and regulatory risks.

They include, but are not limited to, the following:


I.	Risks related to the global economy and the mining and steel industry
a)	Prolonged low steel and (to a lesser extent) iron ore prices and/or low steel demand would have an adverse effect on ArcelorMittal’s results of operations.
b)	Volatility in the supply and prices of raw materials, energy and transportation, and volatility in steel prices or mismatches between steel prices and raw material prices could adversely affect ArcelorMittal’s results of operations.
c)	Excess capacity and oversupply in the steel industry and in the iron ore mining industry have in the past and may continue in the future to weigh on the profitability of steel producers, including ArcelorMittal.
d)	Unfair trade practices, import tariffs and/or barriers to free trade could negatively affect steel prices and ArcelorMittal’s results of operations in various markets.
e)	Russia’s invasion of Ukraine, international reaction to it (in particular in the form of sanctions) and any regional or global escalation of the conflict, could adversely affect the Company’s business, results of operations and financial condition.
f)	Developments in the competitive environment in the steel industry could have an adverse effect on ArcelorMittal’s competitive position and hence its business, financial condition, results of operations or prospects.
g)	Competition from other materials and alternative steel-based technologies could reduce market prices and demand for steel products and thereby reduce ArcelorMittal’s cash flows and profitability.
II.	Risks related to ArcelorMittal's operations
a)	ArcelorMittal’s level of profitability and cash flow currently is and, depending on market and operating conditions, may in the future be, substantially affected by its ability to reduce costs and improve operating efficiency.
b)	The Group’s carbon emissions intensity reduction targets are based on current assumptions with respect to the costs, government and societal support for the reduction of carbon emissions in particular regions and the advancement of technology and infrastructure related to the reduction of carbon emissions over time. Future developments may affect such assumptions, and this may render the achievement of ArcelorMittal’s targets more difficult, or even impossible to achieve for cost or other reasons.
c)	ArcelorMittal has incurred and may incur in the future operating costs when production capacity is idled or increased costs to resume production at idled facilities.
d)	ArcelorMittal could experience labor disputes that may disrupt its operations and its relationships with its customers and its ability to rationalize operations and reduce labor costs in certain markets may be limited in practice or encounter implementation difficulties.
e)	Disruptions to ArcelorMittal’s manufacturing processes caused for example by equipment failures, natural disasters, accidents, epidemics, pandemics, geopolitical conflicts or extreme weather events could adversely affect its operations, customer service levels and financial results and liabilities.
f)	ArcelorMittal’s insurance policies provide limited coverage, potentially leaving it uninsured against some business risks.
g)	ArcelorMittal’s reputation and business could be materially harmed as a result of data breaches, data theft, unauthorized access or successful hacking.
III.	Risks related to ArcelorMittal’s mining activities
a)	ArcelorMittal’s mining operations are subject to risks associated with mining activities.
b)	ArcelorMittal’s reserve and resource estimates may materially differ from mineral quantities that it may be able to actually recover; ArcelorMittal’s estimates of mine life may prove inaccurate; and market price fluctuations and changes in operating and capital costs may render certain ore reserves uneconomical to mine.
c)	ArcelorMittal faces rising extraction costs over time as reserves deplete.


IV.	Risks related to ArcelorMittal’s acquisitions and investments
a)	ArcelorMittal has grown through acquisitions and may continue to do so. Failure to manage external growth and difficulties completing planned acquisitions or integrating acquired companies could harm ArcelorMittal’s future results of operations, financial condition and prospects.
b)	ArcelorMittal may encounter further difficulties with respect to ArcelorMittal Italia (renamed Acciaierie d'Italia) ("ADI").
c)	ArcelorMittal faces risks associated with its acquisition, via a joint venture, of AMNS India.
d)	ArcelorMittal’s greenfield, brownfield and other investment projects are subject to financing, execution and completion risks.
e)	ArcelorMittal faces risks associated with its investments in joint ventures and associates.
V.	Risks related to ArcelorMittal’s financial position and organizational structure
a)	Changes in assumptions underlying the carrying value of certain assets, including as a result of adverse market conditions, could result in the impairment of such assets, including intangible assets such as goodwill.
b)	ArcelorMittal's indebtedness could have an adverse impact on its results of operations and financial position, and the market's perception of ArcelorMittal's leverage may affect its share price.
c)	ArcelorMittal’s ability to fully utilize its recognized deferred tax assets depends on its profitability and future cash flows.
d)	Underfunding of pension and other post-retirement benefit plans at some of ArcelorMittal’s operating subsidiaries could require the Company to make substantial cash contributions to pension plans or to pay for employee healthcare, which may reduce the cash available for ArcelorMittal’s business.
e)	ArcelorMittal’s results of operations could be affected by fluctuations in foreign exchange rates, particularly the euro to U.S. dollar exchange rate, as well as by exchange controls imposed by governmental authorities in the countries where it operates.
f)	The Significant Shareholder has the ability to exercise significant influence over the outcome of shareholder votes.
g)	ArcelorMittal is a holding company that depends on the earnings and cash flows of its operating subsidiaries, which may not be sufficient to meet future operational needs or for shareholder distributions, and loss-making subsidiaries may drain cash flow necessary for such needs or distributions.
VI.	Legal and regulatory risks
a)	ArcelorMittal is subject to strict environmental, health and safety laws and regulations that could give rise to a significant increase in costs and liabilities.
b)	Laws and regulations restricting emissions of greenhouse gases could force ArcelorMittal to incur increased capital and operating costs and could have a material adverse effect on ArcelorMittal’s results of operations, financial condition and reputation.
c)	The income tax liability of ArcelorMittal may substantially increase if the tax laws and regulations in countries in which it operates change or become subject to adverse interpretations or inconsistent enforcement.
d)	ArcelorMittal is subject to economic policy, military, political, social and legal risks and uncertainties in the emerging markets in which it operates or proposes to operate, and these uncertainties may have a material adverse effect on ArcelorMittal’s business, financial condition, results of operations or prospects.
e)	ArcelorMittal is subject to an extensive, complex and evolving regulatory framework which may expose it and its subsidiaries, joint ventures and associates to investigations by governmental authorities, litigation and fines, in relation, among other things, to antitrust and compliance matters. The resolution of such matters could negatively affect the Company’s strategy, operations, profitability and cash flows in a particular period or harm its reputation.
f)	ArcelorMittal is currently and in the future may be subject to legal proceedings or product liability claims, the resolution of which could negatively affect the Company’s profitability and cash flows in a particular period.
g)	Changes to global data privacy laws and cross-border personal data transfer requirements could adversely affect ArcelorMittal's business and operations.
h)	U.S. investors may have difficulty enforcing civil liabilities against ArcelorMittal and its directors and senior management.

Detailed risk factors

I. Risks related to the global economy and the mining and steel

industry

Prolonged low steel and (to a lesser extent) iron ore prices

and/or low steel demand would have an adverse effect on

ArcelorMittal’s results of operations.

As an integrated producer of steel and iron ore, ArcelorMittal’s

results of operations are sensitive to the market prices of, and

demand for, steel and iron ore in its markets and globally. The

impact of market steel prices on its results is direct while the

impact of market iron ore prices is both direct and indirect, as

ArcelorMittal sells iron ore on the market to third parties (in

which case it benefits from higher iron ore market prices), and

indirect, as iron ore is a principal raw material used in steel

production and fluctuations in its market price are typically and

eventually (with the timing dependent on steel market

conditions) passed through to steel prices (with any lags in

passing on higher prices “squeezing” steel margins, as

discussed below). Steel and iron ore prices are affected by

supply and demand trends and inventory cycles. In terms of

demand, steel and iron ore prices are sensitive to trends in

cyclical industries, such as the automotive, construction,

appliance, machinery, equipment and transportation industries,

which are significant markets for ArcelorMittal’s products (with

automotive being particularly significant). More generally, steel

and iron ore prices are sensitive to macroeconomic fluctuations

in the global economy which are impacted by many factors

Management report

ranging from trade and geopolitical tensions to global and

regional monetary policy to specific disruptive events such as

pandemics and natural disasters. In the past, substantial price

decreases during periods of economic weakness have not

always been offset by commensurate price increases during

periods of economic strength. In addition, as further discussed

below, excess supply relative to demand for steel in local

markets generally results in increased exports and drives down

regional or global prices. In terms of inventory, steel stocking

and destocking cycles affect apparent demand for steel and

hence steel prices and steel producers’ profitability. For

example, steel distributors may accumulate substantial steel

inventories in periods of low prices and, in periods of rising real

demand for steel from end-users, steel distributors may sell

steel from inventory (destock), thereby delaying the effective

implementation of steel price increases. Conversely, steel price

decreases can sometimes develop their own momentum, as

customers adopt a “wait and see” attitude and destock in the

expectation of further price decreases.

As a result of these factors, steel and iron ore prices fluctuate

substantially and have come under pressure at various points in

recent periods. In 2019, steel market conditions deteriorated

significantly due to a decline in steel prices (lower demand in

Europe and the U.S., higher imports in Europe and additional

domestic supply and the effect of customer destocking in the

U.S.) and higher raw material costs (particularly in iron ore due

to supply-side developments), resulting in a negative price-cost

effect. This led to substantial inventory-related and impairment

charges and hence sharply lower steel segment operating

income in 2019. Steel market conditions were adversely

affected in the first half of 2020 by the COVID-19 pandemic and

its economic ramifications, with demand plummeting (e.g., an

18.4% year-on-year drop in EU apparent steel consumption

(“ASC”) and a 34.7% drop in overall steel shipments in the

second quarter versus the same quarter in the prior year) and

prices falling substantially. After a strong rebound starting in the

second half of 2020 and continuing into the third quarter of

2021, steel prices began to decline from very high levels in the

fourth quarter of 2021, in varying degrees by market, in

particular, due to softer end-market demand conditions (e.g.,

supply chain issues affecting automobile production and

weakness in the Chinese real estate market, both major

consumers of steel). Steel prices in 2022 were highly volatile,

coming off their peak in the early stages of the first quarter then

spiking in the latter part of the first quarter following the Russian

invasion of Ukraine, and then falling since as fears of a global

slowdown have emerged and customers have sought to

destock, due in particular to uncertainties about the duration of

the Russia-Ukraine conflict, its consequences on energy supply

and, more generally, high inflation (including of energy prices),

monetary tightening and continuing supply chain issues. Prices

continued to decline in the second half of 2022 such that

ArcelorMittal recorded inventory-related charges of $0.5 billion

in the third quarter of 2022, to reflect the net realizable value of

inventory with declining market prices in Europe.

The trajectory of steel demand and prices going forward, in

particular in the first half of 2023, is difficult to predict due to

such variables as the duration of the ongoing conflict in Ukraine

and its impact on global energy supply and hence on industrial

production and consequentially demand for steel, the extent and

duration of supply chain issues affecting end-markets (and in

particular automobile production), the remaining course of the

COVID-19 pandemic (including the risk of renewed containment

measures affecting consumer demand and production facilities,

in particular in China), import volumes and tariff levels and

inventories. In addition, macroeconomic conditions are

uncertain, including due to geopolitical developments,

particularly Russia’s invasion of Ukraine and the international

community’s reaction to it and actions taken by central banks to

combat inflation (in particular raising interest rates sharply in

2022 and early 2023 and possible continued raises over the

course of 2023), which may increase the risk of recession. Any

economic downturn globally or in certain regions may result in

lower steel demand and lower steel and iron ore prices. A

scenario of prolonged low steel and (to a lesser extent or if

simultaneous) iron ore prices, whether or not combined with low

steel demand, would have a material adverse effect on

ArcelorMittal’s results of operations and financial condition.

More specifically in terms of near to mid-term risks for the

Company in this respect, the fall in international spot steel prices

in the second half of 2022 stemmed from a broader trend in

slowing steel demand. As inflation continues and central banks

raise interest rates in an attempt to curb it, the risk of a global

recession has grown. Significant energy supply and cost issues

in Europe increase the risk of manufacturers being unable to

operate at full capacity, potentially lowering demand for steel

and straining steel prices. Many steel customers began to

destock and adopt a “wait and see” approach in the summer of

2022, and steel conditions, particularly in Europe, were subject

to a continuous deterioration. The fragility of the Chinese

economy, which has suffered from repeated lockdowns (due to

the Chinese government’s “zero-Covid” approach applied until

early December 2022) and a weak real estate sector, also add

to risks of a global slowdown and lower global steel demand and

prices. Prior recessions have generally resulted in lower steel

demand and steel prices, with consequential material adverse

impacts on steel companies’ results. While ArcelorMittal now

forecasts an improvement in ASC excluding China, it also

forecasts a possible contraction or at most limited growth in ASC

in China. See "Operating and financial review - Outlook". Any

significant decline in steel prices also increases the risk of

inventory-related charges, such as those that ArcelorMittal

recorded in 2019 and 2022. In addition, the impact of lower steel

Management report

prices on ArcelorMittal’s results is subject to a lag effect (due to

its contracts), and therefore the impact is felt beyond the

duration of any decline in spot steel prices.

Volatility in the supply and prices of raw materials, energy

and transportation, and volatility in steel prices or

mismatches between steel prices and raw material prices

could adversely affect ArcelorMittal’s results of operations.

As a producer and seller of steel, the Company is directly

exposed to fluctuations in the market price for steel, iron ore,

coking coal and other raw materials, energy and transportation.

In particular, steel production consumes substantial amounts of

raw materials including iron ore, coking coal and coke, and the

production of direct reduced iron, the production of steel in EAF

and the re-heating of steel involve the use of significant amounts

of energy, making steel companies dependent on the price of

and their reliable access to supplies of raw materials and

energy. In the fourth quarter of 2021 and throughout 2022, the

Company became subject to increasing inflationary cost

pressures, in particular with the prices of electricity, natural gas

and CO2 all increasing significantly, putting pressure on steel

price spreads in an initially high steel price environment and

then deflationary steel price environment, resulting in a

compression of steel spreads, which started in the second

quarter of 2022. As a result of this pressure and the decrease in

demand, the Company reduced or ceased production at certain

plants, in particular in Europe, including measures to cut higher

cost capacity and reduce European gas consumption. While

there was some easing of energy costs in the fourth quarter of

2022 and the Company has begun gradually resuming capacity

in certain locations in early 2023, the risk of inflationary cost

pressure and compression of spreads along with the need to

reduce or cease production at high cost locations remains high.

Although ArcelorMittal has substantial sources of iron ore from

its own mines (the Company’s self- sufficiency rate was 61% for

iron ore in 2022), it nevertheless remains exposed to volatility in

the supply and price of iron ore and coking coal given that it

obtains a significant portion of such raw materials under supply

contracts from third parties. For additional details on

ArcelorMittal’s raw materials supply and self-sufficiency, see

“Business overview—Products—Mining products” and

“Business overview—Products—Other raw materials and

energy.” The prices of steel, iron ore, coking coal and scrap

have been highly volatile in recent years and in 2022 in

particular. Volatility in steel and raw material prices can result

from many factors including: trends in demand for iron ore in the

steel industry itself, and particularly from Chinese steel

producers (as the largest group of producers); industry structural

factors (including the oligopolistic nature of the seaborne iron

ore industry and the fragmented nature of the steel industry); the

expectation or imposition of corrective trade measures such as

tariffs; massive stocking and destocking activities (sudden drops

in prices can lead end-users to delay orders pushing prices

down further); speculation; new laws or regulations; changes in

the supply of iron ore, in particular due to new mines coming

into operation; business continuity of suppliers; changes in

pricing models or contract arrangements; expansion projects of

suppliers; worldwide production, including interruptions thereof

by suppliers; capacity-utilization rates; accidents or disruptions

at suppliers’ premises or along the supply chain as occurred in

2019, 2021 and 2022; wars, natural disasters, public health

epidemics (such as the COVID-19 pandemic which substantially

depressed demand for steel for an extended period in 2020),

political disruption and other similar events; fluctuations in

exchange rates; the bargaining power of raw material suppliers

and the availability and cost of transportation. Industry and

overall decarbonization efforts may also result in increased and/

or volatile prices, in particular, higher energy and CO2 prices as

well as scrap prices (due in particular to an industry shift to EAF

production). For further information on the movement of raw

material prices in recent years and in 2022, see “Operating and

financial review—Key factors affecting results of operations—

Raw materials”.

Furthermore, while steel and raw material (in particular iron ore

and coking coal) price trends have historically been correlated, a

lack of correlation or an abnormal lag in the corollary

relationship between raw material and steel prices may also

occur and result in a “price-cost effect” in the steel industry.

ArcelorMittal has experienced negative price-cost effects (or

“squeezes”) at various points in recent years including in 2019,

2020, 2021 and in the second half of 2022 and will likely

continue to do so as this is a structural feature. In some of

ArcelorMittal’s segments, in particular Europe and NAFTA, there

is a lag of several months between raw material purchases and

sales of steel products incorporating those materials, rendering

them particularly susceptible to price-cost effect. For example,

coking coal sourced from Australia takes several weeks to reach

Europe (e.g. approximately 4 weeks sailing time, plus loading/

unloading time at ports), creating a structural lag. Sudden spikes

in raw materials, such as coking coal, have occurred in the past

and may occur in the future. Because ArcelorMittal sources a

substantial portion of its raw materials through long-term

contracts with quarterly (or more frequent) formula-based or

negotiated price adjustments and as a steel producer sells a

substantial part of its steel products at spot prices, it faces the

risk of adverse differentials between its own production costs,

which are affected by global raw materials and scrap prices, on

the one hand, and trends for steel prices in regional markets, on

the other hand. The price-cost dynamic in the most recent

periods can be summarized as follows: in 2019, the significant

decline in steel prices (due to lower demand and higher imports,

among other things) and significant increase in iron ore prices

among other trends due in part to supply shocks following the

collapse of the Brumadinho dam owned by Vale in Brazil and a

Management report

heavy cyclone season in Australia weighed heavily on the

profitability of the Company’s steel business. In 2020, the

negative impact of the COVID-19 pandemic restrictions on steel

demand led to lower spreads as steel prices declined, in

particular in the second quarter of 2020. Prices remained low in

the third quarter of 2020 (due in part to price lag), while raw

material costs, especially iron ore, remained broadly stable,

underpinned by the strong rebound in Chinese demand,

resulting in a price-cost squeeze. In the fourth quarter of 2020,

with the recovery of steel demand in the world (excluding

China), there was a recovery in steel and iron ore prices, while

prices for coking coal decreased and remained stable

throughout the fourth quarter of 2020 due to the Chinese ban on

Australian coals. The significant increase in steel prices in the

fourth quarter of 2020 resulted in a multi-year high in steel

spreads (which was not fully reflected in the Company’s

performance due to lag effect). This trend continued through the

third quarter of 2021 before prices came off their highest levels

in the fourth quarter of 2021, while high raw material and energy

costs put increasing pressure on margins. This trend then

shifted in the second half of 2022, as energy costs continued to

increase while steel prices declined. More generally and in sum,

the relationship between input (and in particular raw material)

costs and steel selling prices and the time lag between them

structurally subjects the profitability of steel manufacturers in

general and ArcelorMittal in particular to the risk of a negative

price-cost effect.

ArcelorMittal’s other principal input costs that affect its level of

profitability are energy and transportation. Energy expenses are

sensitive to changes in electricity, energy transportation and fuel

prices, including diesel fuel, natural gas and industrial gas.

Prices for electricity, natural gas and fuel oils can fluctuate

widely with availability and demand levels from other users,

including fluctuations caused by the impact of the COVID-19

pandemic. During periods of peak usage, although some

operations have contractual arrangements in place whereby

they receive certain offsetting payments in exchange for

electricity load reduction, supplies of energy in general may be

curtailed and the Company may not be able to purchase them at

historical rates. A disruption in the transmission of energy,

inadequate energy transmission infrastructure, or the

termination of any of the Group’s energy supply contracts could

interrupt energy supply and adversely affect operations. While

the Group has some long-term contracts with electrical, natural

gas and industrial gas suppliers, it is exposed to fluctuations in

energy, natural gas and industrial gas costs that can affect its

production costs. Energy prices rose substantially in various

markets in 2021 and 2022, with attendant impacts on margins

and in extreme cases production at certain sites in Europe (e.g.,

the Company curtailed production at some of its Spanish plants

during “peak hours” due to high electricity prices). Europe

experienced an energy crisis in 2022, due to the consequences

of Russia’s invasion of Ukraine as well as other supply issues.

While the Company generally hedges its energy costs on a six-

month rolling basis, its results were impacted by the high energy

prices. The energy crisis involved significant supply risk, with

gas supplies through the Nord Stream pipeline having been

reduced to 20% of maximum capacity as of July 26, 2022 and

gas supplies being suspended periodically for other reasons,

including “maintenance” and invoicing disputes and explosions

in September 2022. Germany in particular continues to be under

significant pressure, and in June 2022 it entered into the second

stage of its emergency gas plan. In addition, while the demand

situation appears to be improving and the Company is gradually

restarting production at certain sites that have been subject to

production cuts in Europe, significant cuts in energy supplies or

a collapse in demand due to supply issues or otherwise may

result in the Company having to cut production. Indirectly, if

steel-using customers are unable to source the energy supplies

needed for their operations, they will be unable to operate and

their demand for steel will decline.

Transportation costs include shipping, road and rail. These

costs, and in particular shipping, also rose substantially in 2021

due to the post-lockdown demand recovery and logistic

constraints, but then declined again in 2022 as economies

normalized. Any increase in or a sustained high level of

transportation costs not offset by continued high steel selling

prices would directly and mechanically weigh on ArcelorMittal’s

profitability (although it would make imports into its markets less

competitive). In light of reduced global steel production, the

outlook on freight rates in the near future is to a large degree

dependent on developments in China. If China cannot

significantly raise infrastructure spending in the near future,

economic recovery is likely to be stunted, further impacting iron

ore demand, and by extension freight rates on key iron ore

routes.

Excess capacity and oversupply in the steel industry and in

the iron ore mining industry have in the past and may

continue in the future to weigh on the profitability of steel

producers, including ArcelorMittal.

The steel industry is affected by global and regional production

capacity and fluctuations in steel imports and exports, which are

themselves affected by the existence and amounts of tariffs and

customer and distributor stocking and destocking cycles. The

steel industry has historically suffered from structural

overcapacity globally, and the current global steelmaking

capacity exceeds the current global consumption of steel,

especially for long products. This overcapacity is affected by

global macroeconomic trends and amplified during periods of

global or regional economic weakness, leading to weaker global

or regional demand. In particular, China is both the largest

global steel consumer and the largest global steel producer by a

large margin, and the balance between its domestic production

Management report

and consumption has been an important factor influencing

global steel prices. At various points in recent years, reduced

Chinese steel demand has not been fully offset by reduced

Chinese steel production, which has led to a flood of Chinese

steel exports into various regional markets, including the

Company’s principal markets again weighing on demand, and

indeed depressing market prices. While most recently

constraints imposed on Chinese steel production have tempered

the risk of excess production, such risk remains, along with the

risk of increased exports, in particular if there is a global

recession or a Chinese slowdown. Indeed, the slowdown in the

real estate sector caused Chinese domestic demand to weaken

and pushed up Chinese net exports from around 3.5 million tons

per month from January to April 2022 to 6.5 million tons per

month from May to July 2022, before falling back to 4.7 million

tons per month for the rest of 2022 as demand globally

weakened. Exports by steel producers in other developing

countries and regions (such as the CIS, Turkey and India) into

the Company’s principal markets are also a market feature. The

extent of them depends on the demand/production balance in

the producer’s home market as well as regional market pricing

differentials (including any applicable import tariffs). The

European steel market is particularly sensitive to the import

threat due to remaining structural overcapacity. For example,

lower demand and high imports led to low steel prices in Europe

in the first half of 2019, to which steel producers (including the

Company) responded with production cuts. The Company cut

certain high cost capacity in the second half of 2022, with

approximately 6.0 million tons of annualized production

curtailments for the fourth quarter of 2022, representing a

decline of approximately 20% compared to the fourth quarter of

2021 due in particular to high energy and carbon costs and

lower steel prices, as apparent demand fell sharply since end

users cut inventory levels and underlying real demand

weakened.

Market prices for iron ore also underpin those of steel (as its

principal input component) to some extent, and iron ore prices

depend both on supply and demand conditions. Excess iron ore

supply relative to demand has led to depressed prices at various

points in recent years and could recur, with potentially a

corollary effect on steel prices. No assurance can be given that

iron ore prices will not decline further, particularly if there is a

global recession, Chinese steel demand declines, worldwide

capacity increases due to new mines coming online or steel

demand declines again due, for example, to a resurgence of

COVID-19 pandemic impacts or impacts from the Russia/

Ukraine conflict, in particular on energy supply and prices. A

renewed phase of steel and iron ore oversupply would likely

have a material adverse effect on ArcelorMittal’s results of

operations and financial condition.

Unfair trade practices, import tariffs and/or barriers to free

trade could negatively affect steel prices and

ArcelorMittal’s results of operations in various markets.

ArcelorMittal is exposed to the effects of “dumping” and other

unfair trade and pricing practices by competitors. Moreover,

government subsidies to the steel industry remain widespread in

certain countries, particularly those with centrally controlled

economies such as China. In periods of lower global demand for

steel, there is an increased risk of additional volumes of unfairly-

traded steel exports into various markets, including Europe,

North America and other markets such as Brazil and South

Africa, in which ArcelorMittal produces and sells its products.

Such imports have had and could in the future have the effect of

reducing prices and demand for ArcelorMittal’s products.

Exports of low-cost steel products from developing countries,

along with a lack of effective remedial trade policies, can

depress steel prices in various markets globally, including in

ArcelorMittal’s key markets. Conversely, ArcelorMittal is

exposed to the effects of import tariffs, other trade barriers and

protectionist policies more generally due to the global nature of

its operations. Various countries have instituted, and may

institute import tariffs and barriers that could, depending on the

nature of the measures adopted, adversely affect ArcelorMittal’s

business by limiting the Company’s access to or

competitiveness in steel markets. While such protectionist

measures can help the producers in the adopting country, they

may be ineffective, raise the risk of exports being directed to

markets where no such measures are in place or are less

effective and/or result in retaliatory measures. Moreover, absent

government intervention, European steel producers who will

bear increasingly high costs to reduce carbon emissions (or pay

for allowances) will be at a competitive disadvantage versus

importers from developing countries with lower environmental

standards. While certain changes in Chinese policy have

recently led to decreased exports from China (notably the

cancellation of the 13% export tax rebate on commodity grades

of steel (HRC, rebar as of May 1, 2021)), the risk of increased

exports from China remains, due to changes in Chinese policy,

economic conditions or otherwise. For example, the sharp

reduction in underlying real demand in China, coupled by a

smaller reduction in steel production, led a push for exports,

causing Chinese net steel exports to rise sharply in May and

June 2022 to almost 7 million tons, up from an average of

approximately 3.5 million tons during January to April 2022. A

significant increase of Chinese exports, if continued, will likely

lead to rising inventory levels in steel markets outside of China

and downward pressure on prices and spreads, negatively

affecting the Company’s profitability.

More generally, the current state of trade relations globally with

trade disputes leading to the imposition of tariffs and then

retaliatory measures, as seen in recent years in various markets

Management report

(U.S./China, U.S./Europe, etc.) has and could continue to

directly (in the case of tariffs) or indirectly (in the case of

economic growth generally) have a significant adverse effect on

demand for and the price of steel and hence on ArcelorMittal’s

results of operations and financial condition.

Russia’s invasion of Ukraine, international reaction to it (in

particular in the form of sanctions) and any regional or

global escalation of the conflict, could adversely affect the

Company’s business, results of operations and financial

condition.

The Company has significant operations in Ukraine, consisting

of a steel plant, which produced 1.2 million tonnes of steel in

2022 compared to 4.9 million tonnes in 2021, and (captive)

mines that produced 4.9 million tonnes of iron ore in 2022

compared to 11.7 million tonnes of iron ore in 2021; the related

property, plant and equipment had a carrying value of $0.6

billion on the Company’s balance sheet at December 31, 2022.

In 2022, the Company’s Ukrainian operations (and in particular

its Kryvyi Rih steel plant) recorded 1.1 million of steel

shipments, compared to 4.6 million in 2021, generating $0.4

billion of sales compared to $4.1 billion of sales in 2021. In the

wake of Russia’s invasion of Ukraine in late February 2022, the

Company reduced steel production to minimum levels

(approximately one-third of its normal production levels) and

discontinued mining operations at its underground mines. Blast

furnace No.6 (approximately 20% of Kryvyi Rih capacity)

restarted on April 11, 2022 (to resume low levels of pig iron

production). Iron ore production was approximately at 55% of

capacity during the first half of 2022. but was then temporarily

suspended in the third quarter of 2022 due to weak demand and

logistics constraints and is currently at approximately 25%

capacity. The Company cannot predict the duration of the idling

or of lower production as it will depend on the remaining course

of the conflict and the establishment of safe and stable

operating and logistical conditions thereafter, as well as potential

repairs of any damages sustained. While the Russian army has

not seized the city of Kryvyi Rih, it could still seek to do so and it

continues to use rockets that may affect the Company’s

operations. Although key production assets have not been

seriously damaged as of the date of this annual report, the

building of the rolling shop #2 finished goods warehouse was

partially destroyed as a result of a missile strike at the plant

premises on December 5, 2022. The Russian army has also

blocked ports in Odessa, complicating and increasing the cost of

exports (including steel and iron ore) from Ukraine. The ongoing

conflict, its impact on demand, logistics (with respect to both

supply and delivery) and costs and any resulting further reduced

production, sales and income at its Ukrainian operations caused

the Company to record a $1.0 billion impairment charge with

respect to such operations. For further information on these

risks, see notes 1.2 and 5.3 to the consolidated financial

statements.

The imposition of extensive sanctions on Russia by the EU, the

U.S., the UK and other countries affects the Company’s

sourcing of raw materials and also, potentially, the markets for

sales by the Group’s other operations in the CIS (the Group

recorded $1.6 billion of sales to customers located in Russia in

2021 and $1.0 billion in 2022). The Company’s Kazakh

operations stopped selling to customers located in Russia in

March 2022 following Russia’s invasion of Ukraine. Overall, the

impact on the Company’s CIS operations was significant in the

second quarter of 2022, with significantly lower production,

shipments and sales in the second quarter of 2022 compared to

the first quarter of 2022. The Company's Kazakh operations

resumed sales and shipments to customers located in Russia in

June 2022. If such sales were to become prohibited by

sanctions or impossible or impracticable due to the ongoing

conflict, the Company’s results of operations would be impacted.

More generally, business in Russia and with Russian

counterparties carries the risk of non-compliance with economic

sanctions (and the attendant financial and reputational adverse

consequences), despite best efforts to comply.

More generally the conflict could have a further material adverse

effect on the overall macroeconomic environment. The impact

on energy supplies in Europe in particular has been significant

and increases the risk of a recession in Europe. Both the conflict

itself and the sanctions imposed (and further sanctions that may

be imposed), as well as potential Russian reactions, have had

and could have further destabilizing effects on financial markets.

The conflict, which has substantially exacerbated tensions

between NATO and Russia, could escalate militarily both

regionally and globally; any substantial escalation would have a

material adverse effect on macroeconomic conditions. In

addition, sanctions may remain in place beyond the duration of

any military conflict and have a long-lasting impact on the region

and globally, and could adversely impact the Group’s results of

operations and financial condition.

Developments in the competitive environment in the steel

industry could have an adverse effect on ArcelorMittal’s

competitive position and hence its business, financial

condition, results of operations or prospects.

The markets in which steel companies operate are highly

competitive. Competition, in the form of established producers

expanding in new markets, smaller producers increasing

production in anticipation of demand increases or amid

recoveries, or exporters selling excess capacity from markets

such as China, could cause ArcelorMittal to lose market share,

increase expenditures or reduce pricing. For example, in the

CIS, if low-cost regional competitors with 100% self-sufficiency

in raw materials, increase steel rolling capacity, ArcelorMittal’s

Management report

market share may be affected, and downward pressure applied

to globally traded steel prices. Any of these developments could

have a material adverse effect on its business, financial

condition, results of operations or prospects.

Competition from other materials and alternative steel-

based technologies could reduce market prices and

demand for steel products and thereby reduce

ArcelorMittal’s cash flows and profitability.

In many applications, steel competes with other materials that

may be used as substitutes, such as aluminum, concrete,

composites, glass, plastic and wood. In particular, as a result of

increasingly stringent regulatory requirements, as well as

developments in alternative materials, designers, engineers and

industrial manufacturers, especially those in the automotive

industry have increased their use of lighter weight and

alternative materials, such as aluminum and plastics in their

products.

In the automotive area, ArcelorMittal has introduced new

advanced high-strength steel products, such as Usibor® 2000,

Ductibor® 1000 and Fortiform® which is a new range of third

generation advanced high strength steel for cold stamping, new

engineering S-in motion® projects and a dedicated electric

iCARe® range to respond to the shift toward electric cars. New

martensitic products also offer a major potential for battery

packs and the Multi Part Integration concept brings the

possibility to drastically reduce the number of parts in a car. In

the construction area, ArcelorMittal is deploying Steligence®, a

unique holistic commercial approach with a complete set of

products, services and solutions. See “Business overview—

Research and development.” Despite these product innovations,

a loss of market share to substitute materials, increased

government regulatory initiatives favoring the use of alternative

materials, as well as the development of additional new

substitutes for steel products could significantly reduce market

prices and demand for steel products and thereby reduce

ArcelorMittal’s cash flows and profitability.

While in 2020 the Company started to offer its customers

equivalent green steel tons by way of a certification system

linked to CO2 savings, achieved through investment in

decarbonization technologies (a trend which continued in 2021

and 2022), additive manufacturing or new technologies such as

carbon free steelmaking could result in a loss of market share if

competitors develop and deploy this kind of technology before,

or more effectively than, ArcelorMittal. In addition, to the extent

regulatory requirements and/or customer demand for low carbon

or carbon neutral steel increase, competition with respect to low

CO2 steel technologies may become more significant, leading to

substantial input cost increases.

II. Risks related to ArcelorMittal's operations

ArcelorMittal’s level of profitability and cash flow currently

is and, depending on market and operating conditions, may

in the future be, substantially affected by its ability to

reduce costs and improve operating efficiency.

The steel industry has historically been cyclical, periodically

experiencing difficult operating conditions. In light of this,

ArcelorMittal has historically and increasingly in recent periods,

taken initiatives to reduce its costs and increase its operating

efficiency including through various asset optimization and other

programs. In 2022, the Company announced a new 3-year $1.5

billion value plan focused on creating value through commercial

initiatives, including volume/mix improvements and operational

improvements (primarily in variable costs). Several actions were

taken in 2022 which yielded improvement of $0.4 billion

(approximately one quarter of the plan). These initiatives have

been key to the Company’s ability to control and reduce costs,

in particularly difficult market conditions, hence supporting

profitability. Any inability to continue to roll-out such initiatives

and to implement them fully could have a material adverse

effect on the Company’s profitability and cash flows.

The Group’s carbon emissions intensity reduction targets

are based on current assumptions with respect to the

costs, government and societal support for the reduction of

carbon emissions in particular regions and the

advancement of technology and infrastructure related to

the reduction of carbon emissions over time. Future

developments may affect such assumptions, and this may

render the achievement of ArcelorMittal’s targets more

difficult, or even impossible, to achieve for cost or other

reasons.

To achieve its 2030 global carbon emissions intensity reduction

target of 25% covering the Scope 1 and 2 emissions attributable

to the Company’s operations measured in accordance with the

Greenhouse Gas (“GHG”) Protocol, ArcelorMittal has estimated

the gross capital cost required to be approximately $10 billion,

with the expectation that 35% of these capital expenditures will

be deployed up to 2025 and the remainder in the second part of

the decade. In addition, the Company’s decarbonization strategy

includes the objective of carbon neutrality by 2050; since 2021,

this has also been a legal obligation for its operations in the EU

and Canada following the endorsement of Regulation (EU)

2021/1119 of the European Parliament and of the Council of

June 30, 2021 (the “European Climate Law”) and the Canadian

Net-Zero Emissions Accountability Act, respectively. These

targets and estimates are based on numerous assumptions,

including the costs of green hydrogen (meaning hydrogen

produced exclusively from renewable sources) and its evolution

over time, the construction of DRI and EAF facilities, the

development of carbon capture, utilization and storage (“CCUS”)

Management report

infrastructure and the timing of the introduction of GHG

reduction requirements and supportive policies in applicable

jurisdictions. The Company expects that low emissions

technologies will become more competitive over time as more

stringent GHG reduction requirements and/or carbon prices are

introduced and increased in each jurisdiction, alongside the

introduction of effective policies to secure a level playing field,

and the decarbonization technologies themselves become more

mature and efficient. However, in the transition period (and

through at least 2030), its investments in decarbonization will

require support from host countries, first and foremost from the

European Union and its member states, through supportive

policies designed to avoid “carbon leakage” and provide

compensation for the significantly higher costs, while at the

same time maintaining a fair and competitive landscape. In

particular, ArcelorMittal’s expectation is that public funding

covers 50% of the total cost of decarbonization (capital

expenditures and higher operating expenses) so that companies

are not rendered uncompetitive during this transition period. The

Company believes this expectation is reasonable, but such

funding is subject to changes in government and policy, among

other factors, and may not be achieved. A lack of governmental

and societal support could make the Company’s targets more

costly, more difficult or even impossible to achieve. If the

Company is unable to make the necessary investments to

decarbonize and reach its 2030 decarbonization targets due to

the design of governmental policy in Europe or other

jurisdictions where it operates (see “—Changes in assumptions

underlying the carrying value of certain assets, including as a

result of adverse market conditions, could result in the

impairment of such assets, including intangible assets such as

goodwill” below), it may negatively affect its competitiveness,

profitability, cash flows, results of operations and financial

condition, as well as harm its reputation. In addition, in April

2021, ArcelorMittal’s revolving credit facility was amended so

that the margin payable will be increased or decreased

depending on the Company’s performance against two metrics

measured annually against pre-defined targets with respect to

its environmental and sustainability performance (CO2e intensity

of the Company’s European operations and the number of

facilities which have been certified by ResponsibleSteel™).

ArcelorMittal has incurred and may incur in the future

operating costs when production capacity is idled or

increased costs to resume production at idled facilities.

ArcelorMittal’s decisions about which facilities to operate and at

which levels are made based upon customers’ orders for

products as well as the capabilities and cost performance of the

Company’s facilities.

Considering temporary or structural overcapacity or other

considerations, production operations are concentrated at

several plant locations and certain facilities are idled in response

to customer demand, although operating costs are still incurred

at such idled facilities. Most recently ArcelorMittal idled several

plants during the COVID-19 pandemic-related lockdowns and its

Ukrainian steel plant following the Russian invasion (and is

currently operating only one of three blast furnaces in Ukraine).

Four out of six coke batteries have been hot idled. While steps

have been taken to protect these assets, idling can impact their

long term health. In addition, ArcelorMittal idled certain sites in

France, Germany, Spain and Poland in the fourth quarter of

2022, due to weaker macroeconomic conditions and order book,

high energy and carbon costs and rising imports. The risk of the

Company needing to idle facilities due to the ongoing conflict,

energy costs and supply issues, logistics issues and any

significant changes in steel demand due to the conflict,

recession or otherwise, remains high. When idled facilities are

restarted, ArcelorMittal incurs costs to replenish raw material

inventories, prepare the previously idled facilities for operation,

perform the required repair and maintenance activities and

prepare employees to return to work safely and resume

production responsibilities. Such costs could have an adverse

effect on its results of operations or financial condition.

ArcelorMittal could experience labor disputes that may

disrupt its operations and its relationships with its

customers and its ability to rationalize operations and

reduce labor costs in certain markets may be limited in

practice or encounter implementation difficulties.

A majority of the employees of ArcelorMittal and of its

contractors are represented by labor unions and are covered by

collective bargaining or similar agreements, which are subject to

periodic renegotiation. Strikes or work stoppages could occur

prior to, or during, negotiations preceding new collective

bargaining agreements, during wage and benefits negotiations

or during other periods for other reasons, in particular in

connection with any announced intentions to adapt the footprint.

ArcelorMittal may experience strikes and work stoppages at

various facilities. Prolonged strikes or work stoppages could

have an adverse effect on the operations and financial results of

ArcelorMittal. In recent years ArcelorMittal has experienced

significant strikes affecting operations at various plants,

particularly in Mexico, South Africa, France, Spain and Canada,

relating to various causes, often in connection with labor

contract renewal negotiations or claims for salary increases

because of rising inflation.

Disruptions to ArcelorMittal’s manufacturing processes

caused for example by equipment failures, natural

disasters, accidents, epidemics, pandemics, geopolitical

conflicts or extreme weather events could adversely affect

Management report

its operations, customer service levels and financial results

and liabilities.

Steel manufacturing processes are dependent on critical steel-

making equipment, such as furnaces, continuous casters, rolling

mills and electrical equipment (such as transformers), and such

equipment may incur downtime as a result of unanticipated

failures or other events, such as fires, explosions, furnace

breakdowns or as a result of natural disasters, accidents,

epidemics or pandemics or severe weather conditions.

ArcelorMittal’s manufacturing plants and mines have

experienced, and may in the future experience, plant shutdowns

or periods of reduced production as a result of such events, for

example the collapse of the oxygen and nitrogen pipelines in

November 2018 at ArcelorMittal Temirtau, the fire in a conveyor

belt of the coke plant in ArcelorMittal Asturias in October 2018,

an electrical failure resulting in the temporary stoppage of the

concentrator at AMMC in 2019, a fire in the gas cleaning section

of the coke plant in Dunkirk in 2020, a blast furnace gas line

explosion in Vanderbiljpark in 2020 in South Africa, an explosion

in the Abayskaya mine in Kazakhstan in November 2021, a roof

collapse at Temirtau in June 2022 and an explosion in the

Lenina coal mine in Kazakhstan in November 2022. Certain of

these incidents have resulted or may result in fatalities,

production stoppages, governmental investigations or

proceedings and/or in costs and liabilities and negatively impact

the Company’s reputation or the operations of the affected

facilities. Such incidents could also lead to loss of key

personnel, loss of key assets, or put at risk our employees (and

those of sub-contractors and suppliers) or persons living near

affected sites. See “—ArcelorMittal is subject to strict

environmental, health and safety laws and regulations that could

give rise to a significant increase in costs and liabilities.”

Conflicts may also cause interruptions to operations; see “—

Russia’s invasion of Ukraine, international reaction to it (in

particular in the form of sanctions) and any regional or global

escalation of the conflict, could adversely affect the Company’s

business, results of operations and financial condition.”

In addition, natural disasters and severe weather conditions

could lead to significant damage at ArcelorMittal’s production

facilities and general infrastructure or cause shutdowns. For

example, ArcelorMittal Mexico’s production facilities located in

Lázaro Cárdenas, Michoacán, Mexico are located in or close to

areas prone to earthquakes. The Lázaro Cárdenas area has, in

addition, been subject to a number of tsunamis in the past. The

site of the joint venture AM/NS Calvert (“Calvert”) in the United

States is located in an area subject to tornados and hurricanes.

ArcelorMittal also has assets in locations subject to bush fires,

specifically in Kazakhstan and South Africa, and to Arctic freeze,

specifically in Baffinland. More generally, changing weather

patterns and climatic conditions in recent years, possibly due to

climate change, have added to the unpredictability and

frequency of natural disasters.

Severe weather conditions can also affect ArcelorMittal’s

operations in particular due to the long supply chain for certain

of its operations and the location of certain operations in areas

subject to harsh winter conditions (i.e., Canada and

Kazakhstan) or areas that are susceptible to droughts (i.e.,

South Africa, Mexico and Brazil). Water in particular is crucial to

the steelmaking process, and the risk that the authorities may

restrict license to withdraw water as a result of chronic drought

could increase operating costs and reduce production capacity.

Flooding has also affected ArcelorMittal’s operations, including

at ArcelorMittal Asturias in Aviles, Spain in June 2018,

ArcelorMittal Canada in Mont Wright, Canada in September

2022, and, more regularly, in Liberia, when heavy rains during

the wet season have caused handling and logistic constraints

that impacted shipment volumes. The severe floods in Europe in

July 2021 also resulted in logistic constraints and decreased

steel shipments. Damage to ArcelorMittal production facilities

due to natural disasters and severe weather conditions could, to

the extent that lost production cannot be compensated for by

unaffected facilities, adversely affect its business, results of

operations or financial condition. More generally, these severe

weather conditions could increase in frequency and severity due

to climate change.

ArcelorMittal’s insurance policies provide limited coverage,

potentially leaving it uninsured against some business

risks.

The occurrence of an event that is uninsurable or not fully

insured could have a material adverse effect on ArcelorMittal’s

business, financial condition, results of operations or prospects.

ArcelorMittal maintains insurance on property and equipment in

amounts believed to be consistent with industry practices, but it

is not fully insured against all such risks. ArcelorMittal’s

insurance policies cover physical loss or damage to its property

and equipment on a reinstatement basis as arising from a

number of specified risks and certain consequential losses,

including business interruption arising from the occurrence of an

insured event under the policies. Under ArcelorMittal’s property

and equipment policies, some damages and losses caused by

among others terrorism, war and other political violent events,

as well as by certain natural disasters, such as earthquakes,

floods and windstorms, are also covered.

ArcelorMittal also purchases worldwide third-party public and

product liability insurance coverage for all of its subsidiaries.

Various other types of insurance are also maintained, such as

comprehensive construction and contractor insurance for its

greenfield and major capital expenditures projects, directors and

officers liability, transport, and charterers’ liability, as well as

Management report

other customary policies such as car insurance, travel

assistance and medical insurance.

In addition, ArcelorMittal maintains trade credit insurance on

receivables from selected customers, subject to limits that it

believes are consistent with those in the industry, in order to

protect it against the risk of non-payment due to customers’

insolvency or other causes. Not all of ArcelorMittal’s customers

are or can be insured, and even when insurance is available, it

may not fully cover the exposure.

Notwithstanding the insurance coverage that ArcelorMittal and

its subsidiaries carry, the occurrence of an event or series of

events (such as, among others, a pandemic or a war) that may

result in losses in excess of limits specified under the relevant

policy, or losses not covered by insurance policies, could

materially harm ArcelorMittal’s financial condition and future

operating results.

ArcelorMittal’s reputation and business could be materially

harmed as a result of data breaches, data theft,

unauthorized access or successful hacking.

ArcelorMittal’s operations depend on the secure and reliable

performance of its information technology systems. An

increasing number of companies, including ArcelorMittal, have

experienced intrusion attempts or even breaches of their

information technology security, some of which have involved

sophisticated and highly targeted attacks on their computer

networks. Phishing, ransomware and virus attacks have been

increasing in more recent years through 2020, with WannaCry

impacting the Company in March 2018 and ransomware Eight in

South Africa in 2020. In March 2021, ArcelorMittal Liberia and

Dofasco were subject to a Cobalt Strike BEACON malware

attack. The attack initially occurred on the ArcelorMittal Liberia

network, with a malicious file download leading to an infection

by malware. The attacker then moved laterally within the

ArcelorMittal Liberia network to the ArcelorMittal Dofasco

environment, attempting to infect the ArcelorMittal Dofasco

system. In April 2021, ArcelorMittal Dofasco engaged an outside

firm to conduct an exhaustive review of the attack, and no

evidence data access, staging or theft was found. In April 2022,

one of ArcelorMittal Brasil’s business partners was the subject of

a malware attack in which the attackers moved laterally in an

attempt to gain access to shared accounts between the partner

and ArcelorMittal Brasil. The attackers then also attempted to

use this initial attack to access some of the Company’s North

American sites. A forensic analysis of the incident by an outside

firm found no evidence that data or accounts related to

ArcelorMittal Brasil or any of the Company’s North America sites

had been compromised.

Adverse consequences of technological advances like Industry

4.0, Cloud Computing, Internet of Things, and Blockchain may

increase threats or cause damage to ArcelorMittal, for example

by impacting shop-floor systems supporting production and

maintenance and thereby forcing plant operations to revert to

manual mode with loss of production, resulting in new risks to

ArcelorMittal’s operations and systems. Because the techniques

used to obtain unauthorized access, disable or degrade service

or sabotage systems change frequently and often are not

recognized until launched against a target, the Company may

be unable to anticipate these techniques or to implement in a

timely manner effective and efficient countermeasures. Although

ArcelorMittal performs annual cyber maturity assessments in

many of its business units, which are supplemented by in-depth

cyber audits and penetration testing exercises performed by

ArcelorMittal Global Assurance, the risk of significant data

breaches, data theft, unauthorized access or successful hacking

cannot be eliminated. There may also be an increased risk of

cybersecurity breaches due to ongoing geopolitical tensions

involving Russia.

If unauthorized parties attempt or manage to bring down the

Company’s website or force access into its information

technology systems, they may be able to misappropriate

personal and confidential information, cause interruptions in the

Company’s operations, damage its computers or process

control systems or otherwise damage its reputation and

business. In such circumstances, the Company could be held

liable or be subject to regulatory or other actions for breaching

confidentiality and personal data protection rules including the

EU’s General Data Protection Regulation (“GDPR”). Any

compromise of the security of the Company’s information

technology systems could result in a loss of confidence in the

Company’s security measures and subject it to litigation, civil or

criminal penalties, and adverse publicity that could adversely

affect its reputation, financial condition and results of operations.

III. Risks related to ArcelorMittal’s mining activities

ArcelorMittal’s mining operations are subject to risks

associated with mining activities.

ArcelorMittal’s mining operations are subject to the hazards and

risks usually associated with the exploration, development and

production of natural resources, any of which could result in

production shortfalls or damage to persons or property. In

particular, the hazards associated with open-pit mining

operations include, among others:

• flooding of the open-pit;

• collapse of the open-pit wall;

• accidents associated with the operation of large open-pit

mining and rock transportation equipment;

Management report

• accidents associated with the preparation and ignition of

large-scale open-pit blasting operations;

• production disruptions or difficulties associated with mining

in extreme weather conditions; outbreaks of tropical, viral or

other diseases such as COVID-19 pandemic, and Ebola; and

other force majeure events such as wars and suspension of

activities due to geopolitical constraints;

• hazards associated with the disposal of mineralized waste

water, such as groundwater and waterway contamination; and

• collapse of tailings ponds dams.

Hazards associated with underground mining operations, of

which ArcelorMittal has several, include, among others:

• underground fires and explosions, including those caused

by flammable gas;

• gas and coal outbursts;

• cave-ins or falls of ground;

• discharges of gases and toxic chemicals;

• flooding;

• sinkhole formation and ground subsidence; and

• blasting, removing, and processing material from an

underground mine.

ArcelorMittal is exposed to all of these hazards. The occurrence

of any of the events listed above could delay production,

increase production costs and result in death or injury to

persons, damage to property and liability for ArcelorMittal, some

or all of which may not be covered by insurance, as well as

substantially harm ArcelorMittal’s reputation, both as a Company

focused on ensuring the health and safety of its employees and

more generally.

ArcelorMittal’s reserve and resource estimates may

materially differ from mineral quantities that it may be able

to actually recover; ArcelorMittal’s estimates of mine life

may prove inaccurate; and market price fluctuations and

changes in operating and capital costs may render certain

ore reserves uneconomical to mine.

There is a degree of uncertainty attributable to the estimation of

mineral reserves and resources. Until mineral reserves and

resources are actually mined and processed, the quantity of

metal and grades must be considered as estimates only and no

assurance can be given that the indicated levels of metals will

be produced. In making determinations about whether to

advance any of its projects to development, ArcelorMittal must

rely upon estimated calculations for the mineral reserves and

mineral resources and grades of mineralization on the

Company’s properties.

The estimation of mineral reserves and resources is a subjective

process that is partially dependent upon the judgment of the

qualified persons preparing such estimates. The process relies

on the quantity and quality of available data and is based on

knowledge, mining experience, statistical analysis of drilling and

sampling results and industry practices. Valid estimates made at

a given time may significantly change when new information

becomes available.

ArcelorMittal’s estimates of mineral reserves and resources are

based on interpretation of geological data and statistical

inferences or assumptions drawn from the results of drilling and

sampling analysis made as of the date of such estimates.

ArcelorMittal periodically updates its mineral reserve and

resources estimates based on the conclusions of the relevant

qualified persons with respect to new data generated from

exploratory and infill drilling campaigns, results from technical

studies and the experience acquired during the operation of the

mine and metallurgical processing, as well as changes to the

assumptions used to calculate these estimates. Additional data

generated may not be consistent with the data on which

previous mineral resources and mineral reserves were based.

Therefore, estimates may change from period to period or may

need to be revised, and there can be no assurance that the

mineral resources or mineral reserves in this report will be

recovered at the grade, quality or quantities presented.

There can be uncertainty in the assumptions used that may

materially impact and result in significant changes to the

Company’s current estimates. The assumptions that can

fluctuate may include, but are not limited to: market prices

including long-term forecasts; operating and capital costs;

changes to estimation input parameters and techniques; and

changes to cut-off grades, mining, and metallurgical recovery

rates. These changes may also render some or all of our current

proven and probable mineral reserves and measured and

indicated mineral resources uneconomic to exploit and may

ultimately result in a reduction of mineral reserves and

resources. Additionally, estimated future cash flows, capital

expenditure and operating costs, production schedules, mine

closure costs, royalty and tax costs estimates, and valuation

assumptions based on mineral reserve and mineral resource

estimates may not necessarily be indicative of future results.

Pursuant to the S-K 1300 regulations the term “mineral

resources” does not indicate recoverable mineral reserves.

Future mining of estimated mineral resources is considered

uncertain as they do not meet the threshold for mineral reserve

modifying factors. Mineral resources are subject to further

exploration and evaluation of material factors such as operating

Management report

costs, grades, and recoveries, further engineering, legal and

economic feasibility that would allow for the conversion to

mineral reserves. Consequently, no assurance can be given that

mineral resources not included in mineral reserves will become

recoverable proven and probable mineral reserves in the future.

In addition, inferred mineral resources have a great amount of

uncertainty as to their existence and their economic and legal

feasibility. Readers should not assume that any part of an

inferred mineral resource will be upgraded to a higher category

or that any of the mineral resources not already classified as

mineral reserves will be reclassified as mineral reserves.

Moreover, substantial time and expenditures are required to:

• establish mineral reserves through drilling;

• determine appropriate mining and metallurgical processes

for optimizing the recovery of saleable product from iron ore

and coal reserves;

• obtain environmental and other licenses or securing surface

rights with local communities;

• construct mining and processing facilities and the

infrastructure required for greenfield properties;

• extract the saleable products from the mined iron ore or coal;

and

• maintain the appropriate blend of ore to ensure the final

product qualities expected by the customer are achieved.

If a project proves not to be economically feasible by the time

ArcelorMittal is able to exploit it, ArcelorMittal may incur

substantial losses and be obliged to recognize impairments. In

addition, potential changes or complications involving

metallurgical and other technological processes that arise during

the life of a project may result in delays and cost overruns that

may render the project not economically feasible.

ArcelorMittal faces rising extraction costs over time as

reserves deplete.

Reserves are gradually depleted in the ordinary course of a

given mining operation. As mining progresses, distances to the

primary crusher and to waste deposits become longer, pits

become steeper and underground operations become deeper,

all of which are considered in reserve estimates. As a result,

ArcelorMittal usually experiences rising unit extraction costs

over time with respect to each of its mines.

IV. Risks related to ArcelorMittal’s acquisitions and investments

ArcelorMittal has grown through acquisitions and may

continue to do so. Failure to manage external growth and

difficulties completing planned acquisitions or integrating

acquired companies could harm ArcelorMittal’s future

results of operations, financial condition and prospects.

The Company was formed and subsequently grew through

mergers and acquisitions. After curtailing its large-scale M&A

activity for several years following the 2008 financial crisis, the

Company made several large acquisitions in recent years,

including its acquisition (via a joint venture) of Calvert in 2014, of

the long steel business ArcelorMittal Sul Fluminense (“AMSF”)

in 2018, ArcelorMittal Italia via a long-term lease and conditional

purchase agreement in 2018 (renamed Acciaierie d’Italia and

which became a joint venture in 2021) and AMNS India Limited

(“AMNS India”) via a joint venture in 2019, the acquisition of a

majority stake in voestalpine’s HBI facility in Texas in 2022 and

the acquisition of Companhia Siderúrgica do Pecém ("CSP") in

Brazil in 2022, which is expected to close during the first quarter

of 2023.

To the extent ArcelorMittal continues to pursue significant

acquisitions, financing of such acquisitions may (depending on

the structure) result in increased debt, leverage and gearing.

Acquisitions also entail increased operating costs, as well as

greater allocation of management resources away from daily

operations. Managing acquisitions requires the continued

development of ArcelorMittal’s financial and management

information control systems, the integration of acquired assets

with existing operations, the adoption of manufacturing best

practices, handling any labor disruptions that may arise,

attracting and retaining qualified management and personnel as

well as the continued training and supervision of such

personnel, and the ability to manage the risks and liabilities

associated with the acquired businesses. Acquisitions may also

result in subsequent disputes or financial liabilities, including in

respect of put options granted to selling shareholders over a

retained minority stake. For example, Votorantim S.A. is

contesting the exercise price of the put option it has over its

stake in ArcelorMittal Brasil, representing substantial financial

exposure for the Company. The Company also recognized a

financial liability at amortized cost related to the put option

granted to voestalpine in connection with the acquisition of the

Corpus Christi, Texas HBI facility (as well as with respect to a

put option granted to non-controlling interests in Sonasid), as

described in notes 2.2.4, 9.3 and 11.5.2 to the consolidated

financial statements. In addition, acquisitions may entail future

capital expenditures, either as a condition (e.g., the Essar

bankruptcy resolution plan referenced below) or in order to

realize synergies, operational efficiencies or strategic benefits

(e.g., the plans to expand capacity at CSP and form an adjacent

clean electricity and green hub). Such capital expenditure may

Management report

not provide the anticipated return on investment. More

generally, failure to manage acquisitions could have a material

adverse effect on ArcelorMittal’s business, financial condition,

results of operations or prospects.

ArcelorMittal may encounter further difficulties with respect

to ArcelorMittal Italia (renamed Acciaierie d'Italia) ("ADI").

The Company has encountered and may continue to encounter

difficulties with respect to ADI. In particular, pursuant to the initial

agreement for the lease and subsequent conditional purchase of

the business of Ilva (the "Ilva Agreement"), ADI implemented

major improvements involving substantial capital expenditures

designed to bring ADI up to and beyond EU environmental

standards, to improve its operational performance, to rebuild

client confidence and to integrate personnel and apply the

Company’s best practices and expertise. The implementation of

these improvements was subject to various obstacles, including

the unexpected legal, regulatory and operational developments

encountered in 2019 and the impact of the COVID-19 pandemic

in Italy, which led to a significant reduction in the Taranto plant’s

production for several months in 2020. These delays were

particularly costly as ADI had been loss-making while it was

consolidated in ArcelorMittal’s results from November 2018 to

December 2020.

On November 4, 2019, ArcelorMittal sent to the Commissioners

managing the Ilva insolvency procedure (the “Commissioners”)

a notice to withdraw from or terminate the Ilva Agreement and

return the business units to Ilva. This notice was based, among

other things, on provisions of the agreement that allow

withdrawal in the event that a new law affects the environmental

plan for the Taranto plant in such a way that materially impairs

the ability to operate the plant or implement the industrial plan;

these provisions were triggered following the Italian Parliament’s

removal, on November 3, 2019, of the legal protection

necessary for ADI to implement its environmental plan without

risk of criminal liability. In response, the Commissioners filed suit

in Milan seeking an injunction to prevent ArcelorMittal’s

withdrawal and termination of the agreement. Following

negotiation between the parties, on March 4, 2020, ADI and the

Commissioners agreed to settle this litigation and signed an

amendment to the Ilva Agreement.

The amendment included terms for investment by Italian state-

sponsored and other private entities into ADI, a new industrial

plan involving lower-carbon steelmaking technologies, a revised

lease payment structure and certain revised commitments and

additional conditions precedent related to the completion of the

obligation to purchase (including the amendment of the existing

environmental plan to account for changes in the new industrial

plan; the lifting of all criminal seizures on the Taranto plant; and

the absence of restrictive measures affecting ADI in the context

of criminal proceedings where Ilva is a defendant) by May 2022.

On that basis, on December 10, 2020, an investment agreement

was signed between ArcelorMittal and Invitalia, an Italian state-

owned company (the "Investment Agreement"), providing for

Invitalia to invest up to €1.1 billion in ADI, in two tranches (equity

and €25 million as a loan). On April 14, 2021, following the initial

injection by Invitalia of €400 million of new equity, ArcelorMittal

and Invitalia formed a public-private partnership. The joint

company was renamed Acciaierie d’Italia Holding (“ADI Holding”

formerly AM InvestCo), and its main operating subsidiary ADI

(then ArcelorMittal Italia) was renamed Acciaierie d’Italia. The

Investment Agreement stipulated a second equity injection by

Invitalia of up to €680 million, to fund the completion of the

purchase of Ilva’s business by ADI Holding, subject to certain

conditions precedent to be met initially by May 2022. Certain of

these conditions precedent (in particular due to the existence of

various judicial measures encumbering the Taranto plant) were

not fulfilled by May 31, 2022. Accordingly, on May 31, 2022 the

parties entered into amendments to the Ilva Agreement and the

Investment Agreement. More specifically, ADI Holding and Ilva

signed an amendment to the Ilva Agreement to, among other

changes, extend the longstop date for the fulfillment of the

conditions precedent (and, therefore, the term of the lease of the

Ilva business) by two years (i.e., until May 31, 2024). In parallel,

ArcelorMittal and Invitalia signed an amendment to the

Investment Agreement (i) to extend the latest date for the

second equity injection to May 31, 2024 (to coincide with the

latest date for the fulfillment of the conditions precedent for the

purchase of the Ilva business assets) and (ii) to reflect certain

other circumstances.

At the end of December 2022, in order to address the financial

consequences on the Acciaierie d’Italia group of the

unprecedented spike in energy costs caused by the Ukraine

crisis, ArcelorMittal, the Italian Government and Invitalia agreed,

among other things, to accelerate the funding originally

envisaged to occur in connection with the acquisition of Ilva’s

assets, consisting in particular of €680 million from Invitalia and

€70 million from ArcelorMittal (corresponding to an equivalent

amount of receivables towards the Acciaierie d’Italia Group), in

the form of a convertible shareholder loan made available on

February 14, 2023, as a result of which, upon conversion,

Invitalia’s stake in ADI Holding will be increased to 60% and

ArcelorMittal’s will reduce to 40%. The settlement of Invitalia’s

shareholder loan was completed on February 17, 2023. The

latest amendment to the Investment Agreement also introduced

a partial modification to ADI Holding’s governance effective as of

the end of the term of the current board of directors (set to

expire with the approval of the 2023 financial statements), when

Invitalia will become entitled to appoint the CEO (subject to

ArcelorMittal’s approval) and ArcelorMittal to appoint the

chairman (subject to Invitalia’s approval) and each party will

continue to appoint two more board members. Also, as from the

conversion of the shareholder loans into capital, Invitalia will

have the right to transfer to any third party an interest of no

Management report

more than 20% of the share capital of ADI Holding, subject

however to ArcelorMittal’s right of first refusal.

The Investment Agreement also includes an updated industrial

plan (revised in connection with the May 2022 amendment)

envisaging through 2026 investment in lower-carbon

steelmaking technologies, including the construction of a 2.5

million tonne EAF, which is expected to open in mid-2024, and

the relining of blast furnace #5, which is expected to start

production in 2024. This industrial plan targets reaching 8 million

tonnes of production in 2025 (crude steel production is limited to

6 million tonnes until the environmental plan is completed). It

integrates a series of public support measures including ongoing

government funded employment support and includes, for the

period between 2021 and 2025, environmental capital

expenditures of €117 million and industrial capital expenditures

of €957 million as well as capital expenditures of €226 million for

the revamp of blast furnace #5 and €260 million for the

construction of the EAF.

While the funds instrumental to the second equity injection have

now been disbursed, no assurance can be given that the

purchase of Ilva's assets will be completed by May 2024 (in

case conditions precedent are not met or waived or the May

2024 deadline extended, ADI Holding would not be required to

complete the purchase of Ilva’s assets and a portion of its

capital invested would be returned to its shareholders) or that

further operational, financial, legal, regulatory, labor-related or

political difficulties will not arise, potentially resulting in the

failure to achieve the anticipated benefits of the project, further

losses, renewed litigation and payments of substantial amounts

or other damages.

ArcelorMittal faces risks associated with its acquisition, via

a joint venture, of AMNS India.

ArcelorMittal acquired, via a joint venture with Nippon Steel

Corporation (“NSC”), AMNS India on December 16, 2019, in a

bankruptcy resolution process. The joint venture’s proposal, set

out in a resolution plan (the “Resolution Plan”) that detailed

among other things the amount to be paid to existing creditors

and towards capital infusion (totaling $7.1 billion and including

$417 million of guaranteed working capital adjustment) and the

improvements and related capital expenditures (totaling $2.6

billion) to be made over the medium-term, was approved by the

Indian Supreme Court on November 15, 2019.

The implementation of the Resolution Plan and more generally

ArcelorMittal’s shareholding in AMNS India subjects

ArcelorMittal to various risks. On the operational front, the

industrial project to turnaround AMNS India, expand its

operations and further improve operational profitability is large-

scale and ambitious. While ArcelorMittal has substantial

experience in turnaround situations, the scale of this one is

particularly large and it is the Company’s inaugural large-scale

acquisition in India, an emerging market. Moreover, AMNS

India’s acquired assets did not include certain assets that are

ancillary to the steel plant. AMNS India has since made

additional acquisitions in this respect, such as of Odisha Slurry

Pipeline Infrastructure Limited and a power plant. On October

19 and November 15, 2022, AMNS India concluded a

transaction to acquire certain port, power and other logistics and

infrastructure assets in India from the Essar Group for a net

value of approximately $2.4 billion. In March 2021, AMNS India

signed a Memorandum of Understanding ("MoU") with the

Government of Odisha in view of building an integrated steel

plant with a 12 million tonne capacity per annum in Kendrapara

district of state Odisha. A pre-feasibility study report was

submitted to the state government in the third quarter of 2021,

and AMNS India is currently engaging with the government for

further studies and clearances. Further options to build a 6

million tonne per annum integrated steel plant are being

assessed. In addition it acquired Uttam Galva in a bankruptcy

proceeding. The joint venture has financed such acquisitions

with its own cash and drawings under existing financings

(including the one referenced below, guaranteed by its

shareholders). The Company currently expects that any future

acquisitions would likely be similarly financed. Moreover, the

joint venture has announced $7.4 billion in projected capital

expenditure requirements that it expects to finance similarly

(subject to potential cost overruns). The risks in this respect are

compounded to an extent by the fact that AMNS India was

emerging from bankruptcy (meaning, among other things, that

maintenance capital expenditures were deferred) and is owned

and operated by a joint venture with attendant risks around

strategic alignment, potential discord and deadlock. ArcelorMittal

is exposed to the extent of its equity investment and its

guarantees of the financings of the joint venture, the latter of

which may increase in amount as noted above. On March 16,

2020, AMNS Luxembourg, the parent company of the joint

venture AMNS India, entered into a $5.1 billion ten-year term

loan agreement with several Japanese banks which is

guaranteed by ArcelorMittal and NSC in proportion to their

interests in the joint venture. See further information in note 2.4

to the consolidated financial statements.

ArcelorMittal’s greenfield, brownfield and other investment

projects are subject to financing, execution and completion

risks.

The Company has announced a number of greenfield or

brownfield development projects as well as other significant

investment projects which are capital intensive. See “Properties

and capital expenditures—Property, plant and equipment—

Investments in joint ventures” and “Properties and capital

expenditures—Capital expenditures” for further information on

projects the Company has announced. Particularly significant

Management report

recent projects include the Company’s announced projects in

Mexico, Liberia, India, France and Brazil involving estimated

capital expenditures of approximately $4.2 billion over the 2021

to 2025 period. With respect to India, in March 2022, the

Company also established a strategic partnership with Greenko

Group, an Indian energy transition company, to develop a ‘round

the clock’ renewable energy project with 975 MW of nominal

capacity, involving investments of approximately $600 million

and combining solar and wind power. In addition, ArcelorMittal’s

joint venture AMNS India has significant capital expenditure

projects (amounting to $7.4 billion according to estimates

announced on September 27, 2022) and has signed a

memorandum of understanding with the Government of Odisha

in view of building an integrated steel plant with an 12Mtpa

capacity in Kebdrapara district of state of Odisha; and other joint

ventures have significant ongoing investment projects.

To the extent these projects go forward, they would entail

substantial capital expenditures, and their timely completion and

successful operation may be affected by factors beyond the

control of ArcelorMittal. These factors include receiving financing

on reasonable terms, obtaining or renewing required regulatory

approvals and licenses, securing and maintaining adequate

property rights to land and mineral resources, local opposition to

land acquisition or project development, managing relationships

with or obtaining consents from other shareholders, revision of

economic viability projections, demand for the Company’s

products, local environmental or health-related conditions, and

general economic conditions. Any of these factors may cause

the Company to delay, modify or forego some or all aspects of

its development projects. For investment projects that the

Company expects to fund primarily through internal sources,

these sources may prove insufficient depending on the amount

of internally generated cash flows and other uses of cash, and

the Company may need to choose between incurring external

financing or foregoing the investment. The Company cannot

guarantee that it will be able to execute its greenfield, brownfield

or other investment projects, and to the extent that they

proceed, that it will be able to complete them on schedule,

within budget, or achieve an adequate return on its investment.

Conversely, should the Company decide to postpone or cancel

development projects, it could incur various negative

consequences such as litigation or impairment charges, as well

as loss of anticipated strategic benefits.

ArcelorMittal faces risks associated with its investments in

joint ventures and associates.

ArcelorMittal has investments in numerous joint ventures and

associates. See “Properties and capital expenditures—Property,

plant and equipment—Investments in joint ventures” and note

2.4 to the consolidated financial statements. In particular, it has

structured significant growth transactions in recent years,

including Calvert and AMNS India as joint ventures, and recently

restructured ADI as a joint venture. These joint ventures subject

ArcelorMittal to several types of risks.

First, risks that are endemic to joint ventures generally due to

their nature as entities over which control is shared. These

include the risk of dead-lock and/or coordination issues affecting

the implementation of strategy. To the extent joint ventures and

associates are controlled and managed by partners, they may

not fully comply with ArcelorMittal’s standards, controls and

procedures, including ArcelorMittal’s health, safety, environment

and community standards; this could lead to higher costs,

reduced production or environmental, health and safety

incidents or accidents, which could adversely affect

ArcelorMittal’s results and reputation.

Second, joint ventures may be the source of substantial

expenditures and financial exposure. Although ArcelorMittal’s

joint ventures are responsible for their own debt repayment and

it does not consolidate their indebtedness, ArcelorMittal may

make substantial cash contributions to extend loans to and/or

guarantee the debt or contractual obligations of its joint

ventures. This may particularly be the case for joint ventures

that are strategic and that are expanding and developing, such

as AMNS India and Calvert. As of December 31, 2022,

ArcelorMittal had given $4.4 billion of guarantees on behalf of

associates and joint ventures, including $3.1 billion on behalf of

AMNS India, $354 million on behalf of Calvert, $341 million in

relation to outstanding lease liabilities for vessels operated by

Global Chartering and $178 million on behalf of its joint venture

Al Jubail (discussed further below). See notes 2.4.1, 2.4.2 and

9.4 to ArcelorMittal’s consolidated financial statements. Other

sureties, first demand guarantees, letters of credit, pledges and

other collateral included $375 million and $406 million of

commitments given on behalf of associates as of December 31,

2022 and 2021, respectively, and $598 million and $452 million

of commitments given on behalf of joint ventures as of

December 31, 2022 and 2021, respectively. First demand

guarantees include ones given for payments under operating

contracts, such as energy supply contracts. In the current

context of spiking energy prices and potential energy shortages,

the risk of such guarantees being activated and leading to

substantial financial exposure is increased.

Third, joint ventures and associates may experience financial

difficulties. In such circumstances, ArcelorMittal may choose to

restructure the joint venture, to contribute additional equity or to

guarantee additional financing. The Company also may be

exposed to loss of its investment or calls on existing guarantees.

For example, the financial situation of ArcelorMittal’s joint

venture in Saudi Arabia, Al Jubail, was negatively impacted by a

slower than expected ramp-up of operations and required

further funding in 2018 and 2019; it may require additional

funding in the future. ArcelorMittal has provided shareholder

Management report

loans to assist with funding and has guaranteed some of the

joint venture’s indebtedness (see above).

Finally, ArcelorMittal’s investments in joint ventures and

associates may result in impairments. In 2020, as a result of

lower cash flow projections resulting from weaker market

conditions partially linked to the COVID-19 pandemic, the

Company recognized a $211 million impairment charge with

respect to its associate DHS Group. As of December 31, 2022,

ArcelorMittal’s investments accounted for under the equity

method had a carrying amount of $10.8 billion, including AMNS

India ($3.4 billion), Acciaierie d'Italia ($1.2 billion), DHS Group

($791 million), China Oriental ($1.2 billion), Gonvarri ($673

million), Calvert ($884 million), Baffinland ($356 million) and

VAMA ($351 million).

V. Risks related to ArcelorMittal’s financial position and

organizational structure

Changes in assumptions underlying the carrying value of

certain assets, including as a result of adverse market

conditions, could result in the impairment of such assets,

including intangible assets such as goodwill.

At each reporting date, in accordance with the Company’s

accounting policy described in note 5.3 to the consolidated

financial statements, ArcelorMittal reviews the carrying amounts

of its tangible and intangible assets (goodwill is reviewed

annually or whenever changes in circumstances indicate that

the carrying amount may not be recoverable) to determine

whether there is any indication that the carrying amount of those

assets may not be recoverable through continuing use. If any

such indication exists, the recoverable amount of the asset (or

cash-generating unit) is reviewed in order to determine the

amount of the impairment, if any.

If certain of management’s estimates change during a given

period, such as the discount rate, capital expenditures, expected

changes to average selling prices, growth rates, shipments and

direct costs, the estimate of the recoverable amount of goodwill

or the asset could fall significantly and result in impairment.

While impairment does not affect reported cash flows, the

decrease of the estimated recoverable amount and the related

non-cash charge in the consolidated statements of operations

could have a material adverse effect on ArcelorMittal’s results of

operations. For example, in 2019, the Company recognized $1.3

billion of impairments on the fixed assets of ArcelorMittal USA

(of which $660 million was reversed in 2020 in connection with

the agreed sale to Cleveland-Cliffs) and a $75 million

impairment at ArcelorMittal South Africa following downward

revisions of cash flow projections. In 2020, the Company

recorded impairment charges of $196 million, including $92

million related to the permanent closure of the coke plant in

Florange (France) in the first quarter and $104 million following

the permanent closure of a blast furnace and steel plant in

Krakow (Poland) in the third quarter. The Company also

recognizes impairment in connection with intended sales, when

the carrying amount of the disposal group is higher than the fair

value less cost to sell. In this context, the Company recognized

a total impairment charge of $994 million (including $888 million

in connection with the intended sale of the ADI remedy assets

and $86 million in relation to the sale of the Votorantim remedy

assets) in 2018, an additional impairment of $497 million in 2019

related to the remedy asset sales for the ADI acquisition and a

$331 million impairment charge with respect the Company’s

plate assets in Europe in 2020. In 2022, the Company

recognized a $1.0 billion impairment charge with respect to its

Ukrainian operations. Substantial amounts of goodwill, tangible

and intangible assets remain recorded on the Company’s

consolidated statement of financial position. As of December 31,

2022, the Company’s balance sheet included $3.8 billion of

goodwill.

More generally, no assurance can be given as to the absence of

significant further impairment losses in future periods,

particularly if market conditions deteriorate or as a result of the

Russian invasion of Ukraine and any resulting economic

impacts. In particular, changes in key assumptions used in the

Group’s impairment tests, due to market conditions, regulations

(including environmental regulations) or other reasons may

result in additional impairment losses being recognized in the

future in particular with respect to ACIS. In addition, for

operations in jurisdictions where a legal obligation of carbon

neutrality has been established (i.e., EU and Canada) the

Company’s assumptions include the significant long-term

investments necessary to reach the Group’s announced carbon

emissions goals. With respect to operations in other jurisdictions

where decarbonization will occur at a different pace, the

Company increased risk premiums included in their discount

rates until they are able to accelerate their decarbonization

strategy to meet the 2050 carbon neutrality objective and a legal

obligation arises in the relevant jurisdiction. The Company’s

assumptions for future cash flows also include an estimate for

costs that the Company expects to incur to acquire emission

allowances, which primarily impacts the flat steel operations in

Europe. The assumption for carbon emission cost is based on

historical experience, expected opportunities to mitigate or

otherwise offset such future costs and information available in

respect of future changes. Due to economic developments,

uncertainties over the pace of transition and available public

funding support to implement low-emission technologies,

political and environmental actions that will be taken to meet the

carbon reduction goals, regulatory changes and emissions

activity arising from climate-related matters, the Company’s

assumptions used in the recoverable amount calculations,

among others those relating to capital expenditure and carbon

emission costs are inherently uncertain and may ultimately differ

Management report

from actual amounts. In addition, the ongoing conflict between

Russia and Ukraine, its impact on demand and costs and any

resulting further reduced production, sales and income of the

Company’s Ukrainian operations increase the risk that the

Company may need to record an additional impairment charge

with respect to such operations. For further information on these

risks, see notes 1.2 and 5.3 to the consolidated financial

statements.

ArcelorMittal's indebtedness could have an adverse impact

on its results of operations and financial position, and the

market's perception of ArcelorMittal's leverage may affect

its share price.

As of December 31, 2022, ArcelorMittal had total debt

outstanding of $11.7 billion, including $2.6 billion of short-term

debt and current portion of long-term debt (including payables to

banks and the current portion of long-term debt) and $9.1 billion

of long-term debt, net of current portion. As of December 31,

2022, ArcelorMittal had $9.4 billion of cash and cash equivalents

and restricted cash, and $5.5 billion available to be drawn under

existing credit facilities. The Company also relies on its true sale

of receivables programs ($5.3 billion of trade receivables sold at

December 31, 2022), as a way to manage its working capital

cycle.

While ArcelorMittal’s indebtedness has decreased significantly

in recent years, were it to increase substantially in the future,

this could contribute to the Company’s vulnerability to adverse

economic and competitive pressures in its industry, limit

flexibility in planning for, or reacting to, changes in its business

and industry; limit its ability to borrow additional funds on terms

that are acceptable to the Company or at all. More generally, a

further deterioration of market conditions may impact

ArcelorMittal’s ability to refinance its indebtedness on

acceptable conditions or at all.

Credit rating agencies could downgrade ArcelorMittal’s ratings

either due to factors specific to ArcelorMittal, a prolonged

cyclical downturn in the steel industry and mining industries,

macroeconomic trends (such as global or regional recessions or

economic shocks such as that resulting from the COVID-19

pandemic) or trends in credit and capital markets more

generally, While ArcelorMittal’s long-term credit ratings were

most recently affirmed by Moody’s (in September 2021),

Standard & Poor’s (in February 2021) and Fitch (in May 2022),

any future downgrades could lead to an increase in its cost of

borrowing. (Due to commercial considerations the Fitch rating

has been withdrawn and Fitch is no longer publishing ratings on

ArcelorMittal.) The margin under ArcelorMittal’s principal credit

facilities and certain of its outstanding bonds is subject to

adjustment in the event of a change in its long-term credit

ratings, and downgrades that occurred in 2012, 2015 and 2020

resulted in increased interest expense.

ArcelorMittal’s principal credit facilities contain restrictive

covenants. These covenants limit, inter alia, encumbrances on

the assets of ArcelorMittal and its subsidiaries, the ability of

ArcelorMittal’s subsidiaries to incur debt and the ability of

ArcelorMittal and its subsidiaries to dispose of assets in certain

circumstances. These restrictive covenants could limit

ArcelorMittal’s operating and financial flexibility. Failure to

comply with any covenant would enable the lenders to

accelerate ArcelorMittal’s repayment obligations. Moreover,

ArcelorMittal’s debt facilities have provisions whereby certain

events relating to other borrowers within the ArcelorMittal group

could, under certain circumstances, lead to acceleration of debt

repayment under the credit facilities. Any invocation of these

cross-acceleration clauses could cause some or all of the other

debt to accelerate, creating liquidity pressures. In addition, the

mere market perception of a potential breach of any financial

covenant, to the extent in effect, could have a negative impact

on ArcelorMittal’s ability to refinance its indebtedness on

acceptable conditions.

Furthermore, some of ArcelorMittal’s debt is subject to floating

rates of interest and thereby exposes ArcelorMittal to interest

rate risk (i.e., if interest rates rise, ArcelorMittal’s debt service

obligations on its floating rate indebtedness would increase).

Depending on market conditions, ArcelorMittal from time to time

uses interest-rate swaps or other financial instruments to hedge

a portion of its interest rate exposure either from fixed to floating

or from floating to fixed. ArcelorMittal had exposure to 87% of its

long-term debt at fixed interest rates and 13% at floating rates

as of December 31, 2022.

In addition to the foregoing specific risks relating to

ArcelorMittal’s indebtedness, its share price is affected by the

markets’ perception of its leverage.

ArcelorMittal could also, in order to increase its financial

flexibility and strengthen its balance sheet, implement capital

raising measures such as equity offerings (as was done in May

2009, January 2013, April 2016 and May 2020), which could

(depending on how they are structured) dilute the interests of

existing shareholders or require them to invest further funds to

avoid such dilution. In addition, ArcelorMittal has undertaken

and may undertake asset disposals in order to reduce debt, as it

did over several years through 2020.

For further information on ArcelorMittal’s indebtedness see

“Operating and financial review—Liquidity and capital

resources,” “Operating results” and note 6.1.2 to the

consolidated financial statements.

Management report

ArcelorMittal’s ability to fully utilize its recognized deferred

tax assets depends on its profitability and future cash

flows.

At December 31, 2022, ArcelorMittal had $8.6 billion recorded

as deferred tax assets on its consolidated statement of financial

position representing a $0.4 billion increase as compared to

December 31, 2021. In 2021, deferred tax assets increased by

$0.2 billion primarily due to the changes in the expectation of

future profits mainly in Luxembourg. In 2022, the Company

recorded deferred tax benefits of $0.4 billion mainly due to the

recognition of deferred tax assets in Luxembourg following an

increase in the future taxable income expectation on unrealized

gains on derivative instruments. The deferred tax assets can be

utilized only if, and only to the extent that, ArcelorMittal’s

operating subsidiaries generate adequate levels of taxable

income in future periods to offset the tax loss carry forwards and

reverse the temporary differences prior to expiration. At

December 31, 2022, the amount of future income required to

recover ArcelorMittal’s deferred tax assets of $8.6 billion was at

least $34.4 billion at certain operating subsidiaries.

ArcelorMittal’s ability to generate taxable income is subject to

general economic, financial, competitive, legislative, regulatory

and other factors that are beyond its control. If ArcelorMittal

generates lower taxable income than the amount it has

assumed in determining its deferred tax assets, then the value

of deferred tax assets will be reduced. In addition, assumptions

regarding the future recoverability of deferred tax assets depend

on management’s estimates of future taxable income in

accordance with the tax laws applicable to ArcelorMittal’s

subsidiaries in the countries in which they operate. If in the

course of its assessments management determines that the

carrying amount of any of its deferred tax assets may not be

recoverable pursuant to such prevailing tax laws, the

recoverable amount of such deferred tax assets may be

impaired.

Underfunding of pension and other post-retirement benefit

plans at some of ArcelorMittal’s operating subsidiaries

could require the Company to make substantial cash

contributions to pension plans or to pay for employee

healthcare, which may reduce the cash available for

ArcelorMittal’s business.

ArcelorMittal’s principal operating subsidiaries in Brazil, Canada,

Europe and South Africa provide defined benefit pension and

other post-retirement benefit plans to their employees. Some of

these plans are currently underfunded, see note 8.2 to the

consolidated financial statements for the total value of plan

assets and any deficit.

ArcelorMittal’s funding obligations depend upon future asset

performance, which is tied to equity and debt markets to a

substantial extent, the level of interest rates used to discount

future liabilities, actuarial assumptions and experience, benefit

plan changes and government regulation. Because of the large

number of variables that determine pension funding

requirements, which are difficult to predict, as well as any

legislative action, future cash funding requirements for

ArcelorMittal’s pension plans and other post-employment benefit

plans could be significantly higher than current estimates.

Increases in the general life expectancy assumption have

contributed to increases in the defined benefit obligation. In

these circumstances, funding requirements could have a

material adverse effect on ArcelorMittal’s business, financial

condition, results of operations or prospects.

ArcelorMittal’s results of operations could be affected by

fluctuations in foreign exchange rates, particularly the euro

to U.S. dollar exchange rate, as well as by exchange

controls imposed by governmental authorities in the

countries where it operates.

ArcelorMittal operates and sells products globally and as a

result, its business, financial condition, results of operations or

prospects could be adversely affected by fluctuations in

exchange rates. A substantial portion of ArcelorMittal’s assets,

liabilities, operating costs, sales and earnings are denominated

in currencies other than the U.S. dollar (ArcelorMittal’s reporting

currency). Accordingly, its results of operations are subject to

translation risk (i.e., the U.S. dollar value of revenue and profits

generated in other currencies and its debt denominated in other

currencies) and transaction risk (i.e., a mismatch between the

currency of costs and revenue). Foreign exchange gain for the

year ended December 31, 2022 was $191 million as compared

to a $155 million loss for the year ended December 31, 2021.

Moreover, ArcelorMittal operates in several countries whose

currencies are, or have in the past been, subject to limitations

imposed by those countries’ central banks, or which have

experienced sudden and significant devaluations. In emerging

countries where ArcelorMittal has operations and/or generates

substantial revenue, such as Argentina, Brazil, India, South

Africa, Venezuela, Kazakhstan and Ukraine, the risk of

significant currency devaluation is high. For example, the

Argentinian peso has continued to substantially depreciate since

2018, and in 2021, it depreciated approximately 22.1% versus

the U.S dollar. Moreover, inflation in 2019 reached its highest

point since 1991 at 53.8% attesting the hyperinflationary

dimension of Argentina’s economy. In order to slow peso

depreciation, and in response to the economic situation, the

Argentinian government enacted a series of currency controls

which require central bank permission to exchange pesos for

foreign currency. In 2022, most currencies depreciated against

the U.S. dollar, in a context of rising inflation and interest rates.

Management report

Currency devaluations, the imposition of new exchange controls

or other similar restrictions on currency convertibility, or the

tightening of existing controls in the countries in which

ArcelorMittal operates could adversely affect its business,

financial condition, results of operations or prospects. See

“Business overview— Government regulations—Key currency

regulations and exchange controls” and “Operating and financial

review—Key factors affecting results of operations—Impact of

exchange rate movements.”

The Significant Shareholder has the ability to exercise

significant influence over the outcome of shareholder

votes.

At December 31, 2022, a trust (HSBC Trustee (C.I.) Limited, as

trustee), of which Mr. Lakshmi N. Mittal, Mrs. Usha Mittal and

their children are the beneficiaries (referred to as the “Significant

Shareholder”), beneficially owned (within the meaning of Rule

13d-3 under the Securities Exchange Act of 1934, as amended)

ordinary shares amounting to 330,534,323 in the aggregate

(when aggregated with ordinary shares of ArcelorMittal held

directly by Mr. Lakshmi N. Mittal and Mrs. Usha Mittal) ,

representing 41.04% of ArcelorMittal’s then outstanding shares.

The foregoing statement does not give effect to the ordinary

shares resulting from the conversion of the mandatorily

convertible subordinated notes issued in May 2020 outstanding

as of December 31, 2022. Assuming conversion of all such

outstanding mandatorily convertible subordinated notes

(including those held by the Significant Shareholder), the

Significant Shareholder would, together with Mr. and Mrs. Mittal,

beneficially own 341,574,803 ordinary shares representing

36.15% of issued shares (assuming conversion of all notes at

the maximum conversion ratio) or 339,930,443 ordinary shares

representing 36.36% of issued shares (assuming conversion of

all notes at the minimum conversion ratio). As a result, the

Significant Shareholder has the ability to significantly influence

the decisions adopted at the ArcelorMittal general meetings of

shareholders, including matters involving mergers or other

business combinations, the acquisition or disposition of assets,

issuances of equity and obtaining funding through debt. The

Significant Shareholder also has the ability to significantly

influence a change of control of ArcelorMittal. For further

information on the Company’s major shareholders, see

“Shareholders and markets—Major shareholders”.

ArcelorMittal is a holding company that depends on the

earnings and cash flows of its operating subsidiaries,

which may not be sufficient to meet future operational

needs or for shareholder distributions, and loss-making

subsidiaries may drain cash flow necessary for such needs

or distributions.

As a holding company, ArcelorMittal is dependent on the

earnings and cash flows of, and dividends and distributions

from, its operating subsidiaries to pay expenses, meet its debt

service obligations, pay any cash dividends or distributions on

its ordinary shares or conduct share buy-backs. Cash and cash

equivalents are primarily centralized at the parent level and are

managed by ArcelorMittal Treasury SNC, although from time to

time cash or cash equivalent balances may be held at the

Company’s international subsidiaries or its holding companies.

Some of these operating subsidiaries have debt outstanding or

are subject to acquisition agreements that impose restrictions on

such operating subsidiaries’ ability to pay dividends, but such

restrictions are not significant in the context of ArcelorMittal’s

overall liquidity. These subsidiaries may also experience

operating difficulties that impact their cash flows. For example,

ArcelorMittal South Africa has experienced significant difficulties

in recent years, including significant outstanding debt, issues

with market demands, supply chain disruptions, labor strikes,

volatility of the rand vs. U.S. dollar, the effects of the COVID-19

pandemic and national lockdowns. Ongoing difficulties resulted

in 2016 in a rights offering entirely underwritten by ArcelorMittal

and an additional cash injection from ArcelorMittal, and the

auditor reports for 2019 and 2020 included a material

uncertainty related to going concern.

Repatriation of funds from operating subsidiaries may also be

affected by tax and foreign exchange policies in place from time

to time in the various countries where the Company operates,

though none of these policies are currently significant in the

context of ArcelorMittal’s overall liquidity. Under the laws of

Luxembourg, ArcelorMittal will be able to pay dividends or

distributions through income from industrial franchise fees or to

the extent that it is entitled to receive cash dividend distributions

from its subsidiaries, recognize gains from the sale of its assets

or record share premium from the issuance of shares.

If the earnings and cash flows of its operating subsidiaries are

substantially reduced, ArcelorMittal may not be in a position to

meet its operational needs or to make shareholder distributions

in line with announced proposals.

VI. Legal and regulatory risks

ArcelorMittal is subject to strict environmental, health and

safety laws and regulations that could give rise to a

significant increase in costs and liabilities.

ArcelorMittal is subject to a broad range of environmental,

health and safety laws and regulations in each of the

jurisdictions in which it operates. These laws and regulations

impose increasingly stringent standards regarding general

health and safety, air emissions, wastewater storage, treatment

and discharges, the use, handling and transportation of

hazardous, toxic or dangerous materials, waste disposal

practices and the remediation of environmental contamination,

and health and safety matters, among other things. The costs of

Management report

complying with, and the imposition of liabilities pursuant to these

laws and regulations can be significant, and compliance with

new and more stringent obligations may require additional

capital expenditures or modifications in operating practices.

Failure to comply can result in civil and or criminal penalties

being imposed, the suspension of permits, requirements to

curtail or suspend operations and lawsuits by third parties.

In the EU, the Industrial Emissions Directive (“IED”) defines the

so called Best Available Techniques (“BAT”) and sets the ranges

of values that need to be established as limits in the

environmental permits. The BAT are also used in other regions

as reference, and are periodically reviewed (in theory, an eight-

year cycle) to ensure a continuous improvement of

environmental performance. The European Commission has

started the review of the IED, with a proposal published in April

2022, which aims at the strengthening of the permitting

framework, supported by growing general concerns about the

effects of pollution on the environment and human health.

Despite ArcelorMittal’s efforts to comply with environmental,

health and safety laws and regulations, and monitor and reduce

accidents at its facilities, health, safety and environmental

incidents or accidents, including those involving serious injury or

death, have occurred and may in the future occur. Such

accidents could include explosions or gas leaks, fires or

collapses in underground mining operations, crushing incidents,

vehicular accidents, falls while working at heights, and other

accidents involving mobile equipment, or exposure to

radioactive or other potentially hazardous, toxic or dangerous

materials, which could have significant adverse consequences

for the Company’s workers and facilities, as well as the

environment.

Certain of these incidents may result in costs and liabilities and

negatively impact the Company’s reputation or the operations of

the affected facilities. Such accidents could lead to production

stoppages, loss of personnel, loss of key assets, or put at risk

the Company’s employees (and those of sub-contractors and

suppliers) or persons living near affected sites. Even if

ArcelorMittal’s liability were to be covered by insurance, its

insurance premium may rise as a result. See also

“ArcelorMittal’s insurance policies provide limited coverage,

potentially leaving it uninsured against some business risks.” In

addition, any gap between community and worker expectations

and ArcelorMittal’s environmental, health and safety perceived

performance, as a result of any accidents, safety incidents or

even the perception of potential safety or environmental issues,

may negatively impact community relations, labor relations,

customer relations and the Company’s reputation and result in

disruptions to the Company’s operations.

In addition, accidents may arise from the usage of certain types

of equipment or from the adoption of operating practices that

prove to be insufficiently safe or the failure to follow the

Company’s standard operating procedures. Accidents may also

be caused by human error, the lack of knowledge by its

employees on what to do in a given situation or the inability of its

employees to follow the prescribed protocols in a given

situation. Working in remote or hazardous conditions, where it

may be more difficult to mitigate the consequences of an

accident or put in place certain preventative measures, may

further increase such risks. Furthermore, the Company’s ability

to conduct certain in-person health and safety training sessions

for its employees has been impeded by restrictions resulting

from the COVID-19 pandemic, which has had negative effects

on ArcelorMittal’s recent health and safety record. The

occurrence of an accident also may lead to legal claims that

seek to hold the Company liable, and it may not be successful in

defending against such claims.

ArcelorMittal also incurs costs and liabilities associated with the

assessment and remediation of contaminated sites, and in its

mining activities, those resulting from tailings and sludge

disposal, effluent management, and rehabilitation of land

disturbed during mining processes. In addition to the impact on

current facilities and operations, environmental remediation

obligations can give rise to substantial liabilities in respect of

divested assets and past activities. This may also be the case

for acquisitions when liabilities for past acts or omissions are not

adequately reflected in the terms and price of the acquisition.

ArcelorMittal could become subject to further remediation

obligations in the future, as additional contamination is

discovered or clean-up standards become more stringent.

ArcelorMittal could become subject to unidentified liabilities in

the future, such as those relating to uncontrolled tailings

breaches or other future events or to underestimated emissions

of polluting substances. For example, mining companies have

incurred substantial liabilities in connection with the failure of

tailing pond dams. In February 2019, the Company decided as a

precautionary measure to implement its plan to evacuate the

community situated downstream of its dormant Serra Azul tailing

dam with a 5.8Mm3 tailings volume in Brazil. The decision was

based on an updated site-based assessment following recent

incidents in the Brazilian mining sector pending further testing

and implementation of any necessary mitigation measures.

Pursuant to the Complementary Agreement Term signed on

June 7, 2021 between ArcelorMittal Brasil and the Federal and

State Prosecutor Offices, ArcelorMittal Brasil is obligated to

execute an action plan to ensure the stability, safety and

decommissioning of the Serra Azul tailing dam (the “Serra Azul

Project”). As of December 31, 2022, the Company had

recognized provisions amounting to $187 million for the Serra

Azul Project. See “Business overview— Sustainable

development—Fundamental focus on tailings dam safety and

impacts". At certain tailing pond dams, a risk of overfilling can

Management report

result in costly evacuation of hazardous waste being required to

avoid contamination of the site.

ArcelorMittal’s operations may also be located in areas where

individuals or communities could regard its activities as having a

detrimental effect on their natural environment and conditions of

life. Any actions taken by such individuals or communities in

response to such concerns could compromise ArcelorMittal’s

profitability or, in extreme cases, the viability of an operation or

the development of new activities in the relevant region or

country.

For further information, see “Business overview—Government

regulations—Health and safety laws and regulations” and

“Business overview—Government regulations—Environmental

laws and regulations” and note 9.1 to the consolidated financial

statements.

Laws and regulations restricting emissions of greenhouse

gases could force ArcelorMittal to incur increased capital

and operating costs and could have a material adverse

effect on ArcelorMittal’s results of operations, financial

condition and reputation.

Compliance with new and more stringent environmental

obligations relating to GHG emissions may require additional

capital expenditures or modifications in operating practices, as

well as additional reporting obligations. The integrated steel

process involves carbon and creates carbon dioxide (“CO2”),

which distinguishes integrated steel producers from mini-mills

and many other industries where CO2 generation is primarily

linked to energy use. The EU has established GHG regulations

and has revised its emission trading system (“ETS”) for the

period after 2020 in a manner that that is expected to require

ArcelorMittal to incur additional costs to acquire emissions

allowances, as discussed below. In July 2021, the European

Climate Law was published, setting a new EU climate ambition

target of at least a 55% reduction in GHG emissions in 2030

versus 1990 (compared with the current ambition of a 40%

reduction) and reaching carbon neutrality by 2050. In July 2021,

the European Commission published the so called “Fit for 55”

package aimed at aligning the EU’s climate, energy, land use,

transport and taxation policies with the 2030 ambition set by the

European Climate Law. To become EU law, the proposals need

to be adopted by both the European Parliament and the Council

of the European Union (the “Council”). The proposals are all

interconnected, and they combine: tightening and extending of

the existing ETS; increased use of renewable energy; greater

energy efficiency; a faster roll-out of low emission transport

modes and the infrastructure and fuels to support them; an

alignment of taxation policies with the European Green Deal

objectives; a carbon border adjustment mechanism (“CBAM”) to

prevent carbon leakage; and tools to preserve and grow natural

carbon sinks. Of particular relevance are the ETS and CBAM

proposals that will impact the carbon emissions allowances from

the second trading period of Phase IV (i.e., 2026-2030)

onwards. At the end of 2022, a provisional agreement on both

proposals was reached amongst the three institutions that

secured an improvement of the free allocation to the integrated

steel and DRI production routes and a slower phase out of free

allocation in 2026-2030 for sectors covered by the CBAM

compared to the Commission proposal. Despite these

improvements, this is likely to require ArcelorMittal to incur

additional costs in that period to acquire emissions allowances,

and CO2 costs per tonne are expected to increase significantly

from 2026. The financial impact on ArcelorMittal, in particular the

extent of margin squeeze, will depend on many factors,

including actual CO2 market prices, hedging, the pace of

ArcelorMittal's decarbonization of its European steel production,

the effectiveness of the CBAM and the amount of premiums

customers may be willing to pay for decarbonized steel. Formal

adoption is expected during the first half of 2023.

Other jurisdictions have also started to enact similar regulations,

including South Africa, where a CO2 tax system was introduced

in 2019, and in Kazakhstan, where the Emission Trading

Scheme restarted operations on January 1, 2018 with new

trading procedures and allocation methods supported by an

online platform for monitoring, reporting and verifying emission

sources and GHG.

Other regulations have been implemented in Argentina, Ukraine

and Canada and additional measures may be enacted in the

future in other jurisdictions, further increasing the complexity of

compliance with environmental laws and regulations.

Following the international agreement reached by the United

Nations Framework Convention on Climate Change in

December 2015 with the aim to implement the necessary drivers

to achieve drastic reductions of carbon emissions (the “Paris

Agreement”), the environmental regulatory system has become

more complex worldwide and the Company has taken steps to

reduce its emission footprint, which in 2021 totaled

approximately 139 million tonnes of CO2, through various

research and development initiatives, and announced in July

2021 a 2030 global carbon emissions intensity reduction target

of 25%, an increase in its European 2030 carbon emissions

intensity reduction target to 35% from 30% previously

announced. These targets cover both Scope 1 and 2 emissions

and are set against the Company’s 2018 baseline. In addition, in

September 2020, ArcelorMittal made a Group-wide commitment

to becoming carbon neutral by 2050. Whether in the form of a

national or international cap-and-trade emissions permit system,

a carbon tax or acquisition of emission rights at market prices,

emissions controls, reporting requirements, or other regulatory

initiatives, such environmental regulations could have a negative

effect on ArcelorMittal’s production levels, income and cash

flows. These laws could also negatively affect the Company’s

Management report

suppliers and customers, which could translate into higher costs

and lower sales. In particular, the European Commission’s

decision to further reduce the allocation of CO2 emission rights

to companies (as discussed above) could negatively impact the

global steel industry, as the amount of such rights is currently

insufficient to satisfy technically achievable operating conditions.

CO2 emissions regulations have already resulted in increased

costs in Europe, and ArcelorMittal expects costs will continue to

increase with the implementation of Phase IV of the ETS that

started in 2021 and that has seen EU allowances prices

increase significantly compared to 2020 levels. In addition, the

COVID-19 pandemic and its economic consequences caused a

decline in production at most EU sites in 2020. Given that, under

Phase IV rules, the activity levels from 2020 have an effect on

the calculation of the allocations in 2021 and 2022 and also on

the second trading period of Phase IV (2026-2030), lower

production levels might lead to reduced allocations.

Furthermore, many developing nations have not yet instituted

significant GHG regulations, and the Paris Agreement

specifically recognizes that GHG emissions will peak later in

developing countries. As the Intended Nationally Determined

Contributions (“INDC”) for developing nations under the Paris

Agreement may be less stringent than for developed nations in

light of different national circumstances, ArcelorMittal may be at

a competitive disadvantage relative to steelmakers having more

or all of their production in developing countries. Depending on

the extent of the difference between the requirements in

developed regions (such as Europe) and developing regions

(such as China or the CIS), this competitive disadvantage could

be severe and render production in the developed region

structurally unprofitable. High carbon costs in combination with

weakening demand, rising imports, high energy costs and high

iron ore prices was one of the factors underlying the Company’s

decision to implement production cuts in Europe in 2019 and in

the second half of 2022. To address the resulting competitive

disadvantage compared to imports, which is expected to

increase in the future absent government intervention, the

Company has been advocating vis-à-vis the European

Commission to introduce a CBAM to the safeguard measures

on steel imports in order to ensure that imports into Europe face

the same carbon costs as producers in Europe. In July 2021, as

part of Fit for 55 (discussed above), the European Commission

proposed a CBAM. At the end of December 2022, an agreement

was reached which will progressively phase out free allocation

of CO2 emissions allowances starting in 2026.

This would contribute to a very significant shortage in free

allocation in the later years of the second trading period of

Phase IV. This could result in the Company incurring significant

additional costs to acquire emissions allowances, the purchase

of which may or may not be effectively hedged in the future. The

financial impact will also depend on the evolution of the

allowances price and the Company’s parallel progress in

decarbonization, the cost of which may also be higher than

currently expected. In addition, the effectiveness of the CBAM

proposal against carbon leakage is untested, the provisions to

address circumvention risks, including resource shuffling and

cost absorption seem insufficient, and no solution for exports

has been yet considered. In December 2022, the Council and

the European Parliament reached a provisional agreement on

CBAM that will need to be confirmed by ambassadors of the EU

member states, and by the European Parliament, and adopted

by both institutions before it is final. Under the provisional

agreement, CBAM will begin to operate from October 2023

onwards and is expected to be phased in gradually, in parallel to

a phasing out of free allocations, once it begins under the

revised EU ETS for the sectors concerned. In addition, CBAM

will be set up to equalize the price of carbon paid for EU

products operating under the EU ETS and for imported goods

by requiring companies that import into the EU to purchase so-

called CBAM certificates to pay the difference between the

carbon price paid in the country of production and the price of

carbon allowances in the EU ETS. Nonetheless, no assurance

can be given as to the timing or adoption of the provisional

agreement or its implementation.

In addition, as regulators and investors increasingly focus on

climate change issues, the Company is exposed to the risk of

frameworks and regulations being adopted that are ill-adapted

to its operations. For example, the most established framework

for carbon pricing and emissions trading schemes is currently

the European Union’s ETS discussed above. As mentioned

above, the Company has highlighted the importance that a

CBAM be included in this system in order to avoid competitive

distortions such as European steel becoming overpriced due to

European carbon policy, prompting the market to outsource its

steel from other regions where carbon is less expensive. With

respect to investors, the European Union has reached a political

agreement on a package of measures to implement key actions

with respect to its sustainable finance plan, and, in June 2020,

the European Commission published the EU Taxonomy for

Sustainable Finance, a unified classification system to define

what can be considered an environmentally sustainable

economic activity, as a step in the efforts to channel investments

into sustainable activities by making it clearer which economic

activities most contribute to meeting the EU’s environmental

objectives. The Taxonomy Delegated Act on climate mitigation

and adaptation criteria is effective as of January 1, 2022 but

Delegated Acts for the four other environmental objectives are

still pending, which at present prevents determination as to

when an activity can be considered environmentally sustainable.

A proposal for a Corporate Sustainability Reporting Directive

(“CSRD”), which envisages the adoption of EU sustainability

reporting standards to be developed by the European Financial

Reporting Advisory Group (“EFRAG”), with such standards to be

Management report

tailored to EU policies building on and contributing to

international standardization initiatives, was adopted by the

European Parliament on November 10, 2022 and by the Council

on November 28, 2022. The CSRD will enter into force 20 days

thereafter and will apply to ArcelorMittal as from January 1,

2024. The SEC has also proposed new climate change

disclosure requirements . If the standards or requirements

adopted are not appropriate for the Company or if investors,

financial institutions or other stakeholders, including the public,

begin to view investments in steel and mining as undesirable, it

may become more difficult and/or more expensive for the

Company to obtain financing. While the Company has taken

significant steps and continues to adapt its operations in light of

climate change and the need for sustainability, such steps may

not be in line with future frameworks or regulations or market

views of investment suitability. Moreover, the Company may in

the future face increasing shareholder activism and/or litigation

in relation to sustainability matters. See also “The Group’s

carbon emissions intensity reduction targets are based on

current assumptions with respect to the costs, government and

societal support for the reduction of carbon emissions in

particular regions and the advancement of technology and

infrastructure related to the reduction of carbon emissions over

time, which may not correspond in the future to ArcelorMittal’s

current assumptions and may render its targets more costly,

more difficult, or even impossible, to achieve.”

For further information on environmental laws and regulations

and how they affect the Company’s operations, see “Business

overview—Government regulations—Environmental laws and

regulations” and note 9.1 to the consolidated financial

statements.

The income tax liability of ArcelorMittal may substantially

increase if the tax laws and regulations in countries in

which it operates change or become subject to adverse

interpretations or inconsistent enforcement.

Taxes payable by companies in many of the countries in which

ArcelorMittal operates are substantial and include value-added

tax, excise duties, profit taxes, payroll-related taxes, property

taxes, mining taxes and other taxes. Tax laws and regulations in

some of these countries may be subject to frequent change,

varying interpretation and inconsistent enforcement. Ineffective

tax collection systems and national or local government budget

requirements may increase the likelihood of the imposition of

arbitrary or onerous taxes and penalties, which could have a

material adverse effect on ArcelorMittal’s financial condition and

results of operations. In addition to the usual tax burden

imposed on taxpayers, these conditions create uncertainty as to

the tax implications of various business decisions. This

uncertainty could expose ArcelorMittal to significant fines and

penalties and to enforcement measures despite its best efforts

at compliance, and could result in a greater than expected tax

burden. See note 10 to the consolidated financial statements.

In addition, many of the jurisdictions in which ArcelorMittal

operates have adopted transfer pricing legislation. If tax

authorities impose significant additional tax liabilities as a result

of transfer pricing adjustments, it could have a material adverse

effect on ArcelorMittal’s financial condition and results of

operations.

It is possible that tax authorities in the countries in which

ArcelorMittal operates will introduce additional revenue raising

measures. The introduction of any such provisions may affect

the overall tax efficiency of ArcelorMittal and may result in

significant additional taxes becoming payable. Any such

additional tax exposure could have a material adverse effect on

the Company’s financial condition and results of operations.

ArcelorMittal may face a significant increase in its income taxes

if tax rates increase or the tax laws or regulations in the

jurisdictions in which it operates, or treaties between those

jurisdictions, are modified in an adverse manner. This may

adversely affect ArcelorMittal’s cash flows, liquidity and ability to

pay dividends.

ArcelorMittal is subject to economic policy, military,

political, social and legal risks and uncertainties in the

emerging markets in which it operates or proposes to

operate, and these uncertainties may have a material

adverse effect on ArcelorMittal’s business, financial

condition, results of operations or prospects.

ArcelorMittal operates, or proposes to operate, in a large

number of emerging markets. In recent years, many of these

countries have implemented measures aimed at improving the

business environment and providing a stable platform for

economic development. ArcelorMittal’s business strategy has

been developed partly on the assumption that this

modernization, restructuring and upgrading of the business

climate and physical infrastructure will continue, but this cannot

be guaranteed. Any slowdown in the development of these

economies could have a material adverse effect on

ArcelorMittal’s business, financial condition, results of

operations or prospects, as could insufficient investment by

government agencies or the private sector in physical

infrastructure. For example, the failure of a country to develop

reliable electricity and natural gas supplies and networks, and

any resulting shortages or rationing, could lead to disruptions in

ArcelorMittal’s production.

Moreover, some of the countries in which ArcelorMittal operates

have been undergoing substantial political transformations from

centrally controlled command economies to market-oriented

systems or from authoritarian regimes to democratically elected

Management report

governments and vice-versa. Political, economic and legal

reforms necessary to complete such transformation may not

progress sufficiently. On occasion, ethnic, religious, historical

and other divisions have given rise to tensions and, in certain

cases, wide-scale civil disturbances and military conflict. The

political systems in these countries are vulnerable to their

populations’ dissatisfaction with their government, reforms or the

lack thereof, social and ethnic unrest and changes in

governmental policies, any of which could have a material

adverse effect on ArcelorMittal’s business, financial condition,

results of operations or prospects and its ability to continue to do

business in these countries. As an example, in Kazakhstan,

there were widespread protests (and violent clashes between

protestors and police) in early January 2022, resulting in a

government crackdown (aided by Russian forces). The prospect

of further unrest and resulting political or economic

destabilization cannot be ruled out. Furthermore, certain of

ArcelorMittal’s operations are also located in areas where acute

drug-related violence (including executions and kidnappings of

non-gang civilians) occurs and the largest drug cartels operate,

such as the states of Michoacán, Sinaloa and Sonora in Mexico.

Certain emerging markets where ArcelorMittal has operations

have experienced or are experiencing particularly difficult

operating conditions. In Brazil, for example, despite a strong

rebound post pandemic, GDP is still below its first quarter of

2014 peak amid continued political uncertainty. Economic

growth in South Africa has been weak since entering a

recession in the second quarter of 2018, and prior to this

recession, the South African steel and mining industries have

been subject to a challenging operating environment

characterized by lower local demand, increased cheap imports

and higher costs, resulting in losses in recent years for

ArcelorMittal South Africa. Many emerging markets are also at

risk of economic crises (be it external debt, currency, domestic

corporate, household or public debt crises) usually brought on

by an economic or political shock which can exacerbate existing

domestic structural imbalances. Crises in Argentina and Turkey

in 2018/19 were examples and had negative impacts on the

Company’s core markets in Brazil and the EU, respectively.

Other countries at risk of further economic crises include Turkey

(renewed external debt/Lira crisis and a sharp downturn in

domestic demand), South Africa (in relation to its public debt),

Ukraine (external debt), Brazil (long term public debt

sustainability) and to a lesser extent India (again in relation to its

public debt).

Finally, ArcelorMittal’s operations in certain countries may be

affected by military conflicts. The current situation in Ukraine,

where the Company has substantial operations, is an example.

See “—Russia’s invasion of Ukraine, international reaction to it

(in particular in the form of sanctions) and any regional or global

escalation of the conflict, could adversely affect the Company’s

business, results of operations and financial condition.”

In addition, epidemics and/or pandemics may affect

ArcelorMittal’s operations in certain regions and, in some cases,

globally. See “—Disruptions to ArcelorMittal’s manufacturing

processes caused for example by equipment failures, natural

disasters, accidents, epidemics, pandemics, geopolitical

conflicts or extreme weather events could adversely affect its

operations, customer service levels and financial results and

liabilities” above.

Moreover, the legal systems in some of the countries in which

ArcelorMittal operates remain less than fully developed,

particularly with respect to the independence of the judiciary,

property rights, the protection of foreign investment and

bankruptcy proceedings, generally resulting in a lower level of

legal certainty or security for foreign investment than in more

developed countries. ArcelorMittal may encounter difficulties in

enforcing court judgments or arbitral awards in some countries

in which it operates because, among other reasons, those

countries may not be parties to treaties that recognize the

mutual enforcement of court judgments. Assets in certain

countries where ArcelorMittal operates could also be at risk of

expropriation or nationalization, and compensation for such

assets may be below fair value. For example, the Venezuelan

government has implemented a number of selective

nationalizations of companies operating in the country to date.

Although ArcelorMittal believes that the long-term growth

potential in emerging markets is strong, and intends them to be

the focus of the majority of its near-term growth capital

expenditures, legal obstacles could have a material adverse

effect on the implementation of ArcelorMittal’s growth plans and

its operations in such countries.

ArcelorMittal is subject to an extensive, complex and

evolving regulatory framework which may expose it and its

subsidiaries, joint ventures and associates to

investigations by governmental authorities, litigation and

fines, in relation, among other things, to antitrust and

compliance matters. The resolution of such matters could

negatively affect the Company’s strategy, operations,

profitability and cash flows in a particular period or harm its

reputation.

ArcelorMittal’s business encompasses multiple jurisdictions and

complex regulatory frameworks, including in relation to antitrust,

and economic sanctions, anti-corruption and anti-money

laundering matters. Laws and regulations in these areas are

complex and constantly evolving and enforcement of them

continues to increase. ArcelorMittal may as a result become

subject to increasing limitations on its business activities and to

the risk of fines or other sanctions for non-compliance. From

time to time, the Company is subject to review by authorities

Management report

that monitor market power in any of the markets in which it

operates. To the extent that ArcelorMittal is deemed by relevant

authorities to exhibit significant market power, it can be subject

to various regulatory obligations and restrictions, such as

disposing of assets or granting access to its operations to third

parties or being prevented from completing acquisitions, which

could thereby adversely affect its results of operations and

profitability. As a result of its position in the steel industry and its

historical growth through acquisitions, ArcelorMittal could be

subject to governmental investigations and lawsuits by private

parties based on antitrust laws. These could require significant

expenditures and result in liabilities or governmental orders that

could have a material adverse effect on ArcelorMittal’s business,

operating results, financial condition and prospects. ArcelorMittal

and certain of its subsidiaries are currently under investigation

by governmental entities in several countries, and are named as

defendants in a number of lawsuits relating to various antitrust

matters. Antitrust proceedings, investigations and follow-on

claims involving ArcelorMittal subsidiaries are currently pending

in various countries, including Brazil and Spain. See note 9.3 to

the consolidated financial statements. Because of the fact-

intensive nature of the issues involved and the inherent

uncertainty of such litigation and investigations, the nature of the

resolutions of such proceedings are difficult to forecast but

negative outcomes are possible. An adverse ruling in the

proceedings described above or in other similar proceedings in

the future could subject ArcelorMittal to substantial

administrative penalties and/or civil damages. No assurance can

be given that the Company will not be identified as having

significant market power in any relevant markets in the future

and that it will not be subject to additional regulatory

requirements.

ArcelorMittal’s governance and compliance processes, which

include the review of internal controls over financial reporting as

well as a Code of Business Conduct and other rules and

protocols for the conduct of business, may not prevent breaches

of laws and regulations or internal policies relating to

compliance matters at ArcelorMittal or its subsidiaries, as well as

to instances of non-compliant behavior by its employees,

contractors or other agents. This risk is also present at

ArcelorMittal’s joint ventures and associates where ArcelorMittal

has a non-controlling stake and does not control governance

practices or accounting and reporting procedures.

Unfavorable outcomes in current and potential future litigation

and investigations relating to anti-trust and compliance matters

could reduce ArcelorMittal’s liquidity and negatively affect its

profitability, cash flows, results of operations and financial

condition, as well as harm its reputation.

ArcelorMittal is currently and in the future may be subject

to legal proceedings or product liability claims, the

resolution of which could negatively affect the Company’s

profitability and cash flows in a particular period.

ArcelorMittal’s profitability or cash flows in a particular period

could be affected by adverse rulings in current and future legal

proceedings against the Company. See note 9.3 to the

consolidated financial statements.

In addition, ArcelorMittal sells products to major manufacturers

engaged in manufacturing and selling a wide range of end

products, including products used in certain safety-critical

applications, such as, for example, pipes used in gas or oil

pipelines and in automotive applications. ArcelorMittal also from

time to time offers advice to these manufacturers. There could

be significant consequential damages resulting from the use of

or defects in such products. While ArcelorMittal has a limited

amount of product liability insurance coverage, a major claim for

damages related to ArcelorMittal products sold and, as the case

may be, advice given in connection with such products, could

leave ArcelorMittal uninsured against a portion or the entirety of

such an award and materially harm its financial condition and

future operating results.

Changes to global data privacy laws and cross-border

personal data transfer requirements could adversely affect

ArcelorMittal's business and operations.

ArcelorMittal’s business depends on the transfer of data

between its affiliated entities, to and from its business partners,

and with third-party service providers, which may be subject to

global data privacy laws and cross-border transfer restrictions.

While ArcelorMittal takes steps to comply with these legal

requirements, the volatility and changes to the applicability of

those laws, as well as evolving standards and judicial and

regulatory interpretations of such laws may impact

ArcelorMittal’s ability to effectively transfer data across borders

in support of its business operations that may lead to possible

administrative, civil, or criminal liability, as well as reputational

harm to the Company and its employees. ArcelorMittal has

taken actions necessary to comply with the GDPR, which

became enforceable on May 25, 2018, including the adoption of

the Binding Corporate Rules, designed to allow ArcelorMittal to

transfer personal data from the EU and the European Economic

Area (“EEA”) to its affiliates located outside of the EU/EEA in

compliance with the GDPR. The GDPR creates a range of

compliance obligations for subject companies and increases

financial penalties for non-compliance. Other countries in which

ArcelorMittal operates or has a presence such as Brazil, India

and South Africa have or are in the process of adopting similar

legislation for the protection of personal information. Ensuring

compliance will require investments to improve business

processes, IT solutions and security solutions. The costs of

compliance with GDPR and similar legislation for the protection

of personal data and the potential for fines and penalties in the

Management report

event of a breach of these laws may have an adverse effect on

ArcelorMittal’s business and operations.

U.S. investors may have difficulty enforcing civil liabilities

against ArcelorMittal and its directors and senior

management.

ArcelorMittal is incorporated under the laws of the Grand Duchy

of Luxembourg with its principal executive offices and corporate

headquarters in Luxembourg. The majority of ArcelorMittal’s

directors and senior management are residents of jurisdictions

outside of the United States. The majority of ArcelorMittal’s

assets and the assets of these persons are located outside the

United States. As a result, U.S. investors may find it difficult to

effect service of process within the United States upon

ArcelorMittal or these persons or to enforce outside the United

States judgments obtained against ArcelorMittal or these

persons in U.S. courts, including actions predicated upon the

civil liability provisions of the U.S. federal securities laws.

Likewise, it may also be difficult for an investor to enforce in

U.S. courts judgments obtained against ArcelorMittal or these

persons in courts in jurisdictions outside the United States,

including actions predicated upon the civil liability provisions of

the U.S. federal securities laws. It may also be difficult for a U.S.

investor to bring an original action in a Luxembourg court

predicated upon the civil liability provisions of the U.S. federal

securities laws against ArcelorMittal’s directors and senior

management and non-U.S. experts named in this annual report.

Risk management process

Management is responsible for internal control in the Company

and it has implemented on an ongoing basis a robust short,

medium and long-term risk – including ESG and climate-related

risks – management and control system, which is designed to

ensure its business is focused on achieving its objectives and

that significant risks are identified and mitigated. The system is

also designed to ensure compliance with relevant laws and

regulations.

The Company’s risk management and internal control system is

designed to determine risks in relation to the achievement of

business objectives and appropriate risk responses. The

establishment and maintenance of a risk identification and

management process is the responsibility of site/segment/

corporate function management. Risks are owned and

monitored by management. Risk officers designated by

management facilitate the conversations and help monitoring

the action plans. Critical risks are escalated through existing

reporting lines. Critical risk decisions are not dissociated from

the other decisions. Risks are analyzed by building models and

developing scenarios to understand potential financial impacts.

Short-term risks (within a 12-month time frame) are identified

through a bottom-up process by respective management teams.

Risks are identified through a defined process by respective

management teams. Business segments and corporate

functions consolidate the identified risks and report the top ones

as part of the periodic reporting to key internal stakeholders.

The Company uses a risk management framework based on a

blend of a COSO 2013, ISO 31000 and an in-house model.

Sites assess risks, including ESG and climate related risks, by

assigning them a probability of occurrence, potential financial

impact and/or non-financial consequences. Global trends, and

the risks and opportunities identified as arising from them, are

used to inform the Company’s strategic outlook and planning.

Based on management reviews, reviews of the design and

implementation of the Company’s risk management approach

and business and functional risk committees, management

provides an assessment each year, as required by law, of the

effectiveness of the Company’s risk management process.

It should be noted, however, that the above does not imply that

these systems and procedures provide certainty as to the

realization of operational and financial business objectives, nor

can they prevent all misstatements, inaccuracies, errors, fraud

and non-compliance with rules and regulations.

The Audit & Risk Committee assists the Board of Directors with

the oversight of risks to which the ArcelorMittal group is exposed

and in the monitoring and review of the risk-management

framework and process.

The global assurance risk management function facilitates the

risk management process and provides support formalizing a

quarterly process enabling business/corporate functions to

identify these risks and opportunities to the business – based on

social, environmental, regulatory, workforce, stakeholder,

resource, technological and other trends – and specify

mitigation actions. A consolidated report is shared on a bi-

annual basis with the key stakeholders.

With respect to climate, the work is coordinated by

ArcelorMittal’s executive officer for business optimization in

consultation with segment CEOs; discussed on a regular basis

by the Group Management Committee; and overseen by the

Executive Office, which provides leadership and guidance. The

Company’s climate strategy financial risks are brought to the

attention of the Group Management Committee and where

financially significant at a group level, they are addressed at the

Corporate Finance and Tax Committee. Central to the

Company's approach is its work to advocate for policy support

strategy to ensure that ArcelorMittal can respond to rising

carbon prices with viable investments in decarbonization

technologies. At the same time, all of ArcelorMittal's business

segments are required to prepare carbon emission reduction

plans to reach net zero by 2050 as part of the annual planning

cycle.

Management report

With respect to security, the Company has put in place means to

ensure the security of its people, assets and intellectual property

by supporting business units on security governance, security

risk management, operational security, strategy and continuous

improvement. It develops and promotes security policies,

procedures, tools and processes to support security process

owners with identifying and assessing security risks, related to

people, assets and intellectual property. It also identifies gaps,

and implements appropriate leading practice security controls to

promote more secure and resilient business environments.

As regards risks relating to the security of information systems,

ArcelorMittal has developed governance and security rules

which describe the recommended organization, infrastructure

and operating procedures. These provisions are applied across

the Company under the responsibility of the business segments.

The Group Chief Information Security Office defines cyber

security policies available and applicable for all segments/units

globally and develops general directives in cyber security

reflecting mission, goals and values of ArcelorMittal. The cyber

security policy is focusing on protecting information systems

against disclosure to unauthorized users (confidentiality),

improper modification (integrity) and non-access when required

(availability). In addition, cyber maturity assessments are

performed annually in many business units and they are

supplemented by in-depth cyber audits and penetration testing

exercises performed by Global Assurance.

Regarding risks relating to changes in the regulatory

environment and business ethics, the Legal, Compliance &

Company Secretary Department ("LCCSD") reporting to the

Chief Financial Officer establishes the Company's legal policy. It

provides effective advise to assist in identification and

monitoring of legal, regulatory and governance risks. The

LCCSD is supported by regional / segment general counsels

located across the business, who are further supported by unit

or country general counsels. The Compliance structure is

headed by Group Compliance and Data Protection Officer who

reports to Group Head of Legal. The Group Compliance and

Data Protection Officer is supported by a Corporate Compliance

team and a Group-wide compliance network.

Insurance

ArcelorMittal maintains insurance policies to cover physical loss

or damage to its property and equipment on a reinstatement

basis arising from a number of specified risks, including certain

natural disasters, such as earthquakes, floods or windstorms,

acts of terrorism and certain consequential losses, including

business interruption arising from the occurrence of an insured

event under the said policies.

ArcelorMittal also purchases worldwide third-party public and

product liability insurance coverage for all of its subsidiaries.

Various other types of insurance are also maintained, such as

comprehensive construction and contractor insurance for its

greenfield and major capital expenditures projects, directors and

officers liability, transport, and charterers’ liability, as well as

other customary policies such as car insurance, travel

assistance and medical insurance.

Each of the operating subsidiaries of ArcelorMittal maintains

various local insurance policies that are mandatory at the local

level, such as employer liability, workers compensation and auto

liability, as well as specific insurance such as public liability to

comply with local regulations.

In addition, ArcelorMittal maintains trade credit insurance on

receivables from selected customers, subject to limits that it

believes are consistent with those in the industry, in order to

protect it against the risk of non-payment due to customers’

insolvency or other causes. Not all of ArcelorMittal’s customers

are or can be insured, and even when insurance is available, it

may not fully cover the exposure.

ArcelorMittal believes that its insurance coverage is in line with

industry practice and sufficient to cover normal risks in its

operations. Notwithstanding the insurance coverage that

ArcelorMittal and its subsidiaries carry, the occurrence of an

event that causes losses in excess of limits specified under the

relevant policy, or losses arising from events not covered by

insurance policies, could materially harm ArcelorMittal’s financial

condition and future operating results.

Internal control procedures

ArcelorMittal's internal control framework is based on the

Committee of Sponsoring Organizations of the Treadway

Commission ("COSO") 2013. It includes the following five

components: control environment, risk assessment, control

activity, information and communication and monitoring

activities.

ArcelorMittal's internal controls aim to provide reasonable

assurance but not absolute assurance because of its inherent

limitations about effectiveness and efficiency of business

operations, reliability of financial information, compliance with

laws and regulations and compliance with policies and

procedures. The organization of ArcelorMittal's internal control is

aligned with group organization following which business

segments and operational entities are directly accountable for

establishing and maintaining effective and adequate internal

controls and procedures that conform to the regulatory

framework. The principles of control fit into the framework of the

rules of corporate governance. In particular, these rules task the

Audit & Risk Committee with monitoring the effectiveness of the

internal control and risk management systems and of the

internal audit, particularly as regards the procedures for

Management report

preparing and dealing with accounting, financial and non-

financial reporting.

Control environment

ArcelorMittal's control environment is primarily based on its

Code of Business Conduct and supported by a comprehensive

framework of policies and procedures in areas such as human

rights, anti-corruption and insider dealing. These documents

reflect the principles and concepts of the UN Global Compact,

the OECD Guidelines on Multinational Enterprises and UN

Sustainable Development Goal 16: peace, justice and strong

institutions. The Company’s Code of Business Conduct defines

what acting with integrity means in practice. It applies to all

directors, officers and employees of ArcelorMittal worldwide. To

maintain knowledge about the Code of Business Conduct and

other aspects of compliance, employees take part in training

programs based on a matrix system covering economic

sanctions, prevention of corruption, insider dealing regulation,

fraud awareness and prevention, anti-trust issues, human rights,

data protection and Code of Business Conduct every three

years.

The Board of Directors, with the support of its Committees,

ensures that internal control functions operate properly. The

Audit & Risk Committee monitors the effectiveness of internal

control and risk management systems implemented by the

Board of Directors and management. As part of its role to foster

open communication, the Audit & Risk Committee meets at least

annually with management, the head of the internal audit

department and the Company’s independent accountants in

separate executive sessions to discuss any matters that the

Audit & Risk Committee or each of these persons believe should

be discussed privately. Management's responsibility is to ensure

that the organizational structure plans, executes, controls and

periodically assesses the Company's activities. It regularly

reviews the relevance of the organizational structures so as to

be in a position to adapt them swiftly to changes in the activities

and in the environment in which they are carried out. The

business segments' and operational entities' management are

responsible for the internal control and risk management system

within their scope of responsibility.

ArcelorMittal has defined responsibilities that cover the three

dimensions of internal control: operational management, which

is responsible for implementing internal control, support

functions such as Finance, Legal, Treasury or Human

Resources, which prescribe the internal control systems, verify

their implementation and effectiveness and assist operational

employees, and internal assurance who, through their audit

reports, provide recommendations to improve the effectiveness

of the systems.

Following a risk-based approach, any process or management

system may be the subject of an internal audit performed by the

Global Assurance Department reporting to both the Audit & Risk

Committee chair and the Group Executive Chairman in

accordance with the international framework of the internal audit

and its Code of Ethics. The audit plan, which is based on an

analysis of the risks fed by a structured dynamic risk mapping

process, is submitted annually to the Audit & Risk Committee. It

presents its conclusions to the management of operational

entities and business segments and reports to the Audit & Risk

Committee.

The design and effectiveness of the key operational, financial

and information technology controls related to internal control

over financial reporting, are regularly examined and assessed in

compliance with the Sarbanes-Oxley Act.

BUSINESS OVERVIEW

Business strategy

ArcelorMittal’s success is built on its core values of

sustainability, quality and leadership and the entrepreneurial

boldness that has empowered its emergence as the first truly

global steel and mining company. Acknowledging that a

combination of structural issues and macroeconomic conditions

will continue to challenge returns in its sector, the Company has

adapted its footprint to the new demand realities, intensified its

efforts to control costs and repositioned its operations to

outperform its competitors. The Company is also developing

and implementing a plan to decarbonize its steel and mining

assets and achieve carbon neutrality by 2050.

Against this backdrop, ArcelorMittal's strategy is to leverage four

distinctive attributes in aiming to capture leading positions in the

most attractive areas of the steel industry value chain, from

mining at one end to distribution and first-stage processing at

the other:

•Global scale and scope

•Unmatched technical capabilities

•Diverse portfolio of steel and related businesses,

particularly mining

•Financial capability.

Three themes

Steel. ArcelorMittal looks to expand its leadership role in

attractive markets and segments by leveraging the Company’s

technical capabilities and its global scale and scope. These are

critical differentiators for sophisticated customers that value the

distinctive technical and service capabilities the Company offers.

Such customers are typically found in the automotive, energy,

infrastructure and a number of smaller markets where

ArcelorMittal is a market leader. In addition, the Company is

Management report

present in, and will further develop, attractive steel businesses

that benefit from favorable market structures or geographies. In

developing attractive steel businesses, ArcelorMittal’s goal is to

be the supplier of choice by anticipating customers’

requirements and exceeding their expectations. It will invest to

develop and grow these businesses and enhance its ability to

serve its customers. Given the volatile nature of the industry,

these investments will be highly disciplined, balancing financial

and sustainable considerations with targeted strategic

opportunities. Commodity steel markets will inevitably remain an

important part of ArcelorMittal’s steel portfolio. Here, a lean cost

structure should limit the downside in weak markets while

allowing the Company to capture the upside in strong markets.

Finally, ArcelorMittal is developing a strategic response to the

challenges and opportunities posed by decarbonization, which it

believes will fundamentally change the market structure of the

steel industry.

Mining. ArcelorMittal is working to continue to create value from

its world-class mining business. Mining forms part of the steel

value chain but typically enjoys a number of structural

advantages, such as a steeper cost curve. The Company's

strategy is to create value from its most significant assets,

through selective expansion and de-bottlenecking, by controlling

cost and capital expenditure, and by supplying products that are

highly valued by steel producers. ArcelorMittal's financial

capability has allowed it to continue to invest in key mining

assets (in particular AMMC as well as ArcelorMittal Liberia),

while the diversity of its steel and mining portfolio facilitates the

ability of the mining business to optimize the value of its

products in the steelmaking process. The Company's mining

business aspires to be the supplier of choice for a balanced mix

of both internal and external customers, while at the same time

providing a natural hedge against market volatility for its steel

operations.

All operations. ArcelorMittal strives to achieve best-in-class

competitiveness. Operational excellence, including health and

safety, the number one priority, is at the core of the Company's

strategy in both steel and mining. The Company steadily

optimizes its asset base to ensure it is achieving high operating

rates with its best assets. Its technical capabilities and the

diversity of its portfolio of businesses underpin a strong

commitment to institutional learning and continuous

improvement through measures such as benchmarking and

best-practice sharing. Innovation in products and processes also

plays an important role while supporting overall

competitiveness. In addition, pursuant to the Company's July

2021 announcement to target a global reduction of 25% in

carbon emissions intensity (both scope 1 and 2) by 2030, the

Group is progressing on various pathways to reduce carbon

emissions across its asset base.

Five key strategic enablers

Critical to implementing this strategy are five key enablers:

A clear license to operate. Many of ArcelorMittal's businesses

are located in regions that are in the early stages of economic

development. Practically all are resource-intensive. The

Company recognizes that it has an obligation to act responsibly

towards all stakeholders. ArcelorMittal's commitment to

sustainability is outlined below. See "Business overview—

Sustainable development". Sustainability is a core value that

underlies ArcelorMittal's efforts to be both the world’s safest

steel and mining company and a responsible environmental

steward.

A strong balance sheet. The Company has made good

progress in recent years in strengthening its balance sheet. The

progress achieved to date means that the Company is now in a

position to have more balance and flexibility in its capital

allocation and the Company can, on a selective basis, pursue

organic or acquisitive growth opportunities.

A decentralized organizational structure. ArcelorMittal's scale

and scope are defining characteristics that give it a competitive

advantage. They also introduce complexity and the risks of

inefficiency, bureaucracy and diffuse accountability. To manage

these risks, the Company favors a structure in which the

responsibility for profit and loss is focused on business units

aligned with markets.

Active portfolio management. Throughout the Company's

history, it has sought to grow and strengthen the business

through acquisitions. That remains the case. The acquisition of

existing assets and businesses is typically seen as a more

attractive growth path than greenfield investment. The Company

is, however, also willing to dispose of businesses that cannot

meet its performance standards or that have more value to

others.

The best talent. ArcelorMittal's success will depend on the

quality of its people, and its ability to engage, motivate and

reward them. As detailed below, the Company is committed to

investing in its people and ensuring a strong leadership pipeline.

See "Management and Employees—Employees—Employee

development". It will continue to improve its processes to attract,

develop and retain the best talent.

Research and development

The Company’s Global Research and Development ("R&D" or

"Global R&D") division provides the technical foundation for the

sustainability and commercial success of the Company by

stimulating innovative thinking and the continuous improvement

of products and processes.

Management report

ArcelorMittal believes it possesses leading R&D capabilities

among steel producers and is committed to maintaining and

extending this advantage by anticipating and responding to

major technological, sustainability and social trends, while also

making a significant contribution towards achieving the

Company’s 10 Sustainable Development Outcomes (see “—

Sustainable development” below).

To support this commitment, the Company operates 14

research sites in 9 countries around the world, including a new

German based R&D unit which started activities during 2022. In

2022, ArcelorMittal’s R&D expense was $286 million (compared

to $270 million and $245 million in 2021 and 2020, respectively).

In addition, the Company has capitalized $28 million research

and development expenses in 2022 (compared to $41 million in

2021).

Among its R&D initiatives, ArcelorMittal has developed over 15

years of expertise in Life Cycle Assessment ("LCA"), which

analyzes the environmental impact of products during their

production, use and disposal. In 2022, the Company undertook

a total of 62 LCA studies related to steel products and the

processes used to produce them, all guided by the relevant

standards (ISO 14040-44).

The Company’s expertise in LCA is an important asset in all of

its global markets. For example, LCA is a requirement of

Environmental Product Declarations ("EPD") for construction

products in Europe and contributes to increasing the Company’s

competitiveness in the construction sector. Similarly, the current

shift to electric vehicles is transforming the sector’s contribution

to climate change, mitigating tailpipe emissions and pushing

customers to scrutinize their supply chain and the role steel

products can play in improving their LCA performance.

Moreover, LCA will be an integral part of ArcelorMittal's concept

for global low-carbon emissions physical steel standard, as LCA

results will be part of the dual scoring of the Company's low

content CO2 products.

In 2022, ArcelorMittal renewed its support for the CIRAIG

International Lifecycle Chair, an international reference center

for the lifecycle of products, processes and services, and the

world largest research center on the topic, by committing to the

new five-year mandate of the Chair.

ArcelorMittal’s R&D strategy focuses on six main pillars:

Maintaining the competitiveness of the Company’s steel

among its unique automotive customer base.

R&D continually drives innovation that enables the Company’s

strategic focus on higher-added-value products. A key focus is

products designed to meet the complex and changing needs of

the automotive industry.

ArcelorMittal continuously develops its S-in motion® range of

solutions, which showcases the benefits of AHSS grades and

manufacturing processes. These projects continue to help

automotive customers meet demanding targets for fuel

economy, and thereby drive improvements in CO2 emissions.

Several projects related to electric vehicles were completed in

2022. Beyond automotive, ArcelorMittal also develops solutions

for other types of transportation: two projects have been

finalized to illustrate the optimal way to use AHSS for truck

cabins and truck frames, for which the Company's Amstrong ®

AHSS Hot rolled range is especially useful.

In 2022, ArcelorMittal also developed a new concept called Multi

Part Integration (MPI). This concept was created by utilizing

Press Hardened Steels and Laser Welded Blanks to simplify the

manufacturing process. The main benefits gained by MPI are

reduction of parts and spot welds, weight saving, cost

improvement, CO2 equivalent ("CO2e") reduction, and workshop

area reduction.

In the field of products, new ultra-high strength solutions (1500

to 1700MPa) have been industrialized; they offer outstanding

combinations of mechanical properties that make them

particularly attractive for the fast-growing battery pack market.

New AHSS for cold stamping with improved formability has also

been industrialized: Fortiform®980GI, DP980 DH GI and

CP1000CH GI.

Creating a robust and diverse portfolio of niche non-

automotive steel products to serve customers across

multiple sectors.

Customers in many sectors share the automotive industry’s

demand for innovative products and processes. The Company

aims to deliver similar breakthrough advances in these sectors

by creating differentiated products and unique engineering

solutions, all designed to ensure that steel is the customer's

material of choice.

ArcelorMittal is fully involved in the development of solutions

dedicated to the Global Energy Transition. The Company has

developed and patented corrosion resistant steels for use in

wind towers or solar mounting systems. Notably, Magnelis®

advanced coating combined with Hyper® high strength steels

has become a material of choice for light weight solar structures.

Extension of the solutions to heavy coating weights (ZM620) is

now fully industrial over a large range of sizes (thin & thick

gauges), and heavier weights are in their testing phase with

certain customers. These solar steel solutions are being

deployed globally in Europe, Americas and Asia. Additionally,

the Company is working on the development of solutions

suitable for the hydrogen economy, electricity grids, carbon

capture, storage & use and bioenergy.

Management report

Packaging is, in the Company’s view, another important

opportunity. ArcelorMittal continues to respond to the need to

meet evolving health and safety regulations, to achieve

lightweight, cost-saving design, and to develop new

functionalities. Chromium-free passivation for tinplate is now

fully industrial with multiple applications and as per customer

quality requirements. High strength and thin gauge steels have

been developed for Easy Open End, twist-off caps, and aerosol

lightweight applications. BPANI (Bisphenol A non-intent)

lacquered steel for aerosol valves has been successfully

developed and introduced to the market.

Construction equipment, agricultural machinery, and heavy

transportation is another important segment for which a full

range of Ultra-High-Strength steels has been developed. These

Amstrong® steels allow customers to lightweight their

equipment, increase payload and reduce fuel consumption and

CO2 emissions. Dimensional range for the Amstrong 700MCT

family has been extended towards thinner and thicker gauges,

making these products unique on the market. In addition, the

Company's Amstrong 960MCL High Elongation is ready for

market development, with higher grades expected to come in

2023 and 2024.

The first "XCarb® recycled and renewably produced" steels

have been successfully launched. Due to their high recycled

content and green energy steel making route, these steels

exhibit strongly reduced CO2 emissions. Hot Rolled steels are

already fully available, exhibiting the potential impact it can have

to prevent global warming. The extensions to Magnelis' hot dip

galvanized steel and Granite pre-painted steel ranges are

ongoing.

ArcelorMittal is committed to sustainable development,

continuously striving to reduce greenhouse gases in the

construction industry. An important component of this work is to

improve products as to enable designers to reduce the tonnage

of material required for buildings, while simultaneously ensuring

high reuse and recycling at the end-of-life.

The tied-arch bridge, as an example, is a design used

extensively in the past, but which has undergone considerable

transformation as not to be only functioning as a bridge, but also

to be an aesthetic pleasing landmark. Tied-arch bridges are also

more cost efficient than other solutions (e.g. cable stayed

bridges), when considering the span range . The use of

structural heavy shapes as arches for a span range of between

50 and 120 meters has been a recent innovation for tied-arch

bridges. The use of high-strength steel for the arches permits

significant weight savings, and therefore lower environmental

impact.

ArcelorMittal, together with Zeleros, has been testing the

performance of steel for hyperloops. A new, unique ultra-high-

speed testing facility was designed to evaluate the performance

of materials needed to build and operate ultra-high-speed

transport systems. The continuous improvement of steels

solutions enables ArcelorMittal to radically reduce infrastructure

costs and assure energy efficiency and structural integrity. This

work reflects the importance the Company places on innovative

projects using steel in infrastructure and transportation, while

contributing to the reduction of CO2 emissions.

In 2022, R&D launched 28 new products and solutions to

accelerate sustainable lifestyles, while also progressing further

on 16 such product development programs.

In addition, in 2022, R&D launched 13 products and solutions to

support sustainable construction, infrastructure and energy

generation, while also progressing further on 20 such product

development programs.

Fully capitalizing on the capacity of Steligence® - a holistic

platform for environmentally-friendly, cost-effective

construction - to create higher-added-value products and

solutions for the construction market is being deployed in a

variety of markets.

Construction is one of the key sectors for ArcelorMittal. The

Company’s R&D effort is focused on providing higher-added-

value products that meet customer needs, including their

sustainable development objectives.

Steligence® highlights the innovations the Company’s steel has

to offer in the design and performance of a building, and to

support its customers in their use of its products. Steligence®

adds value through its holistic approach of helping specialists in

the architectural and engineering disciplines to meet the

increasing demand for sustainability, flexibility, creativity and

cost in high-performance building design by harnessing the

credentials of steel through its potential for recyclability and the

reduction of materials used.

A key concept within Steligence® is to make buildings easier to

assemble and dismantle. As a result, buildings become quicker

to construct, leading to significant efficiencies and cost savings

while also creating the potential for re-use. This reflects

ArcelorMittal’s wider interest in modularization and the potential

re-use of steel components - a field it is discussing with

customers and in its LCA assessments.

Steel can be used to build multi-story residential buildings

quickly, economically, and sustainably, as per a recent

Steligence® case study. The study evaluated a hypothetical 22-

storey residential building within the Greater Toronto and

Hamilton area. There, as in other urban centers in Canada,

demand for housing outstrips supply and cost exceeds many

people’s budgets. The study compared two unique building

scenarios: a steel-based design versus concrete. The study

evaluated construction time, cost to build the high-rises and

Management report

environmental impact. The steel-based design was found to

take less time, reduce cost and provide a significantly lower

environmental impact.

Due to XCarb® recycled and renewably produced steels, the

Company is able to offer steel produced with a CO2 footprint as

low as 0.33 tonne of CO2 per tonne of sections and merchant

bars at 0.37 tonne of CO2 per tonne, i.e. EcoSheetPile™ Plus

brand. With these two Environmental Product Declarations

("EPDs"), the Company is capable of supporting the

construction industry to meet tougher requirements to reduce

the carbon footprint of buildings and infrastructure.

In August 2022, a new bridge was built in Poland using

ArcelorMittal's "XCarb® recycled and renewably produced"

weathering steel. The bridge was designed as a

counterproposal to the cast-in-place concrete deck. Weathering

steel, ArcelorMittal's Arcorox® sections do not require any

protective coating, either at the construction time or after. This

saves costs and downtime for maintenance, keeping safety risks

relatively low while minimizing bridge closures. This combination

covers the Company's customers' main requirements: the

quality of high strength steel (S460 grade), the long-term ease

of use of weathering steel (reducing maintenance needs over

the full bridge life cycle), and a lower CO2 footprint.

Developing breakthrough process innovations to deliver

cost reduction, sustainability benefits to meet current and

emerging environmental challenges, and new product

development.

The creation of unique processes creates value for the

Company and its stakeholders by increasingly enabling

environmental improvements, including carbon reductions and

improvements in air, land and water; promoting process-driven

product development and enhancing the performance of

operations through cost efficiency and improved product quality.

Process improvements contribute decisively to the future of the

Company, both helping to preserve its license to operate and

ensuring its financial sustainability through important

management gains.

By-products and circular economy. Work in this area includes

the re-use of slag as a valuable product for many applications,

which reduces waste while avoiding the ecosystem disruption

that can result from the extraction of other materials such as

natural stone or sand. For example, the Company is making

innovative re-use of slag in the following applications: cement,

civil construction (e.g. roads and asphalt), a fertilizer source for

agriculture and new innovative applications like ballast in

offshore wind turbine foundations to replace natural ballast; a

construction material for building protection walls to reduce

noise and dust; and the potential re-use of slag from furnaces in

water filtration and greenhouse gas capture. The Company also

recycles most dust and sludges internally. With the help of an

EU-funded project that started in 2020, R&D is working on

agglomeration solutions that are expected to enable further use

of these materials as alternatives to currently used raw

materials.

ArcelorMittal is developing the new valorization routes of the

steel by-products (dust, sludges, scale, slags) in the new

decarbonization steel making routes, with goals of 100%

efficient use of raw materials, zero waste and increased

availability of the critical minerals needed for the green

transformation.

Other circular economy initiatives include working on the use of

mining tailings as a secondary raw material, either by finding

marketable solutions or generating valuable products to be used

in-house and in construction. Also, developing sound

applications for high grade silica tailings produced in Canada

and improving the quality of the scrap the Company uses, as

well as exploring automated sorting processes for treating

scrap.

Improvement in air, land, water. Work in this area includes

research in technology for cleaning fumes from stacks, reducing

dust diffusive emissions, cleaning water discharges, and solving

water scarcity issues. ArcelorMittal is working to transform its

existing facilities and steel making production to create more

efficient technologies to reduce air pollution, make more efficient

use of the water and develop new steel making routes to be

carbon neutral and near zero emissions. The Company is

committed to establishing comprehensive and accountable five-

year environmental improvement plans across the business, for

all segments and sites. In 2022, R&D made progress in

supporting this plan with a review of the best technologies, and

guidelines of implementation as to achieve the maximum

potential.

Progress against air pollution. In 2022, ArcelorMittal’s Global

R&D division has continued its work to identify the sources of all

kinds of dust emissions in steel making processes, utilizing

advanced sensors and new digital tools. In 2022, for the first

time, ArcelorMittal implemented an extensive internal sensor

monitoring network at Tubarão one of the Group's sites.

Advanced sensors are used and algorithms tested to calculate

the accuracy of measurements in monitoring areas adapting

them to industrial conditions. Cutting-edge laser scanning

technology now allows identification of the origin of emissions

and prediction of how they may develop, which in turn enables

increased preventative and mitigating measures to be put in

place such as de-dusting and advanced filtration. In addition,

R&D has developed a methodology to calculate technical

requirements in diffuse dust emissions to capture the filtration

requirements based on advanced CFD simulations, and visual

camera monitoring and measurements, which allow for

Management report

increased precision of equipment dimensions in critical hotspots

like the Sinter Cooler area. ArcelorMittal intends to continue

progressing in the industrialization of advanced filtration

technologies to reduce emissions at stacks.

Reduction of carbon emissions and energy use. ArcelorMittal’s

Global R&D division also continues to research processes to

support carbon neutrality (scope 1 and 2) by 2050.

ArcelorMittal’s large and global footprint will require several

decarbonization technologies in the short, medium and long

term. R&D's role is to help generate sustainable differential

intellectual property solutions in these domains, to accelerate

decarbonization while preserving the Company’s product quality

and cost competitiveness. In 2022, R&D prioritized the research

activities for the development of the H2 DRI-EAF based steel

production route, which is the fast track towards decarbonization

(first $10 billion investment plan, the "ArcelorMittal

Decarbonization Investment Plan"). In parallel, important

research for the electrolysis-based steel production

(SIDERWIN) and the decarbonization of the blast furnace has

been conducted. R&D has also begun improving the

decarbonization of the Company's downstream operations.

Research in H2 DRI + EAF Route: ArcelorMittal launched the

first large-scale green trial of hydrogen-based injection in an

industrial DRI plant. This milestone is expected to contribute to

the future large-scale supply of green steel to automotive

original equipment manufacturers. Through extensive process

modeling and analysis, R&D improved the definition and

execution of this first hydrogen rich feed gas injection in the DRI

shaft furnace at Contrecoeur, Canada, leading to a runner-up

award in the 2022 Altair Enlighten Sustainability Awards.

In addition, in 2022, R&D supported the ArcelorMittal

Decarbonization Investment Plan by implementing DRI+EAF in

substitution of parts in the Company’s blast furnaces in Europe

and Canada. Detailed analysis and assessments of the OEM

proposals were performed (including comprehensive numerical

modeling and laboratory and pilot trials) for the new direct

reduction shaft furnaces to be implemented at various plants in

the short term. Initial research dedicated to the quality and

melting of hydrogen reduced DRI was also conducted to

ascertain the impact of new production conditions on the full

production route. Moreover, the Company conducted a complete

analysis of the operating conditions, raw materials features and

steel processes steps to produce the most challenging steel

grades with the DRI-based route, including modeling and pilot

trials. Furthermore, as of the end of 2022, the development of

advanced expert systems based on proven and new process

models and digital tools are progressing and being tested in

certain plants.

Research on Iron Ore electrolysis: In 2022, the Company

produced the first plates of metallic iron, with the SIDERWIN

pilot's energy consumption in line with expectations, an

indication of the high potential of this technology for the

Company's future decarbonization plans.

Global R&D, together with the Chief Technology Officer ("CTO"),

are reviewing the concept of blast furnace decarbonization to

determine if the hydrogen-based blast furnace can contribute to

the Company's overall decarbonization strategy, with key

technologies having been identified and a comprehensive

development roadmap under discussion as of the end of 2022.

The Company has also made progress on the decarbonization

of finishing operations, which represent roughly 10% of the

Company's global CO2 emissions starting from hot rolling

onwards, a proportion which is expected to rise to 30% in the

future given the DRI-EAF route. The Company therefore has

launched several research initiatives to prepare for future

industrial investments focusing on reheating and annealing

furnaces which are the main source of CO2 emissions in

finishing. Specifically, technologies relating to hydrogen burners,

induction heating and electrical resistance heating are being

tested, including in laboratory testing pilots and test installations

to determine the impact on steel products.

In 2022, R&D developed solutions to reduce natural gas

consumption, replacing it with steel making gases. R&D’s 1.2

MW combustion laboratory furnace is now working with process

gases from the plant as well as green hydrogen and is testing

burners capable of replacing 70-90% of the natural gas with

blast furnace gas, thereby reducing nitrogen oxide emissions by

roughly 50%. The Company has also tested low-cost solutions

for burning 100% hydrogen gas in conventional burners.

Process research and development for Products differentiation:

Optigal and Magnelis metallic coatings were rolled out at two

galvanizing lines in 2022 and three additional investment

proposals are in preparation for 2023. Process adaptations have

been made to support the ramp-up of chrome-free passivation.

A new ultra-fast cooling technology has been developed and will

be implemented for the next generation of HSS Packaging

products. Important process research initiatives have been

launched to support the development and ramp-up of electrical

steels for automotive in the Saint-Chély d’Apcher plant. New

processes were implemented for annealing and pickling of hot

rolled coils and for the application of thin varnishes. R&D is also

actively involved in the preparation of the investments for a new

electrical steel plant in Mardyck.

Process research and developments for Products quality: The

Global Product Quality System (GPQS) solution has been

installed at five additional galvanizing lines in 2022 (45 of the

Group's lines are already equipped). A new functionality has

Management report

been added to GPQS to facilitate the analysis of defects on the

whole production line and artificial intelligence ("AI") algorithms

have been integrated and are being tested to automate and

further improve quality control.

Mining Process Improvement: In order to assist with the

decarbonization of the Group, the Mining segment and Global

R&D are investing significantly in the decarbonization of pellets

production. Reducing the temperature of pellets curing, and

therefore modifying the pelletizing process, CO2 emissions from

the mining business will be drastically reduced. These strategic

developments are structured in programs such as cold bounded

products, in other words pellets, briquettes and extruded

products, which are further complemented by the development

of new energy sources for the pelletizing process such as

hydrogen and biomass.

In addition, during 2022 as in the previous year, Global R&D

participated in the expansion of a risk assessment for all

ArcelorMittal tailings facilities worldwide. ArcelorMittal's

dedication to safety and environment is further reinforced with

the creation of programs for supporting ArcelorMittal Mining in

mine closure strategy.

With respect to the expansion of the Company's mining

operations in Liberia, Global R&D has also been critical in

providing modifications that allowed higher recovery rates,

reduction of tailings volume and keeping the high-grade

concentrate. At the same time, Global R&D started developing

the dry stacking tailings program for the project, in compliance

with the Company's tailings management standard. For more

information on environmental impact, delivering energy saving

programs and lowering emissions of solids, water and gases,

see “—Sustainable development— Climate governance and risk

management”.

Fully capitalizing on opportunities from the digital

economy.

ArcelorMittal envisages itself as a fully digital enterprise where

everything is connected. ArcelorMittal invested early and

significantly in automation systems, and for decades the

Company has been a pioneer in the introduction and use of

artificial neural networks. ArcelorMittal is currently fully

committed to a total digital transformation and is progressively

becoming a data-driven company, including significant advances

in a number of fields and relies on the secure and reliable

performance of its digital technology platforms, information

technology systems, continuously updating its security

measures to avoid data breaches or data theft (see also —Risk

factors). The Company is focusing its efforts on:

•Data-driven culture, establishing a product-thinking

approach to data;

•Continuous evolution of the Global platforms (Cloud,

Edge, Collaborative Digital Product Development);

•Manufacturing digitalization (Production, Quality and

Maintenance); and

•Business digitalization (Procurement, Commercial,

Supply Chain, Strategy, Finance).

The Global platforms are a key element both from a technical

and organizational standpoint, providing a standard approach to

data infrastructure as a platform, where cloud capacity, open

source technologies and commercial solutions have been

engineered to build a standard distributed data ecosystem. In a

company of ArcelorMittal's size, having a common and standard

governance is of paramount importance when dealing with

distributed and decentralized data.

In its digital strategy, the Company makes use of solutions that

are directly acquired in the market (digital commodities),

solutions that are co-developed with technology suppliers, and

solutions that are fully developed internally to take advantage of

the rich knowledge interfaces the Company has (process,

product, AI, math optimization). This combination leads to

algorithms with performance superiority to what is available in

the market for the Company's core business and is thoroughly

benchmarked.

The main driver for digitalization at ArcelorMittal is a competitive

advantage, with new technologies and especially developing

cutting-edge AI and mathematical optimization algorithms.

In 2022, the Company has continued with significant advances

aligned with its digital plan and strategy, where it can highlight a

few examples:

•Complete design of digital architecture and map of

R&D models for ArcelorMittal's new decarbonized

footprint based on hydrogen DRI and EAF units, in

agreement with the Company Digital Council.

•Data-driven machine learning models to mitigate the

impact of scrap residuals on the quality of several high

added value products.

•An increased number of decision-based tasks for

ArcelorMittal's workforce are made by AI algorithms

improving results and efficiency. As an example, the

GPQS was deployed to assess product quality in a

large number of operations and is in the process of

being transitioned to full machine learning.

•Global R&D has invested time and effort in mastering

new mathematical techniques combined with AI to

better deal with uncertainty management. The

Management report

Company has enlarged the application of these

techniques beyond the first successful case on

strategic raw material inventory, to better predict

electricity consumption peaks in a geographical area

reducing operating costs while controlling risk.

•Together with ArcelorMittal's Brazilian Flat operations

and Group CTO, Global R&D has applied a new

modelling approach to ArcelorMittal's Vega supply

chain, enabling well informed decision-making in the

Company's cold mill complex expansion. The AI

algorithms coupled with probabilistic modelling allow

analysis of the business's future and manufacturing

scenarios, aiding informed investment decisions.

•ArcelorMittal's web sales platforms now offer additional

material available for immediate purchase and short

lead-time. This has been very well received by

customers in Europe who already interact with the new

system without any human intervention, while the

Company has just started the deployment to North

America and Brazil. Together with ArcelorMittal’s

commercial workforce, the R&D division has developed

additional specific algorithms and recommendation

systems that are implemented in new IT commercial

platforms adding value to ArcelorMittal's customers,

who are also increasing the digital nature of their

activities and ways of doing business.

While the implementation of large-scale digital and industry 4.0

projects is challenging in a company of ArcelorMittal’s size, once

implemented these projects bring major benefits and value

because of the Company’s scale and complexity. The global

standard platforms strategy contributes significantly to this

initiative.

ArcelorMittal’s approach is to work with a broad range of

entities, thus maximizing the knowledge transference into its

capabilities. This has led to the development of new algorithms

using internal expert knowledge, cloud and edge capabilities

providing an agile and scalable way of solving problems in

ways that were not possible before.

Seizing the potential of additive manufacturing. ArcelorMittal

expects significant potential in additive manufacturing ("AdM")

and 3D printing. In 2022, following the strategy to become a key

player in AdM, ArcelorMittal approved the project for building an

atomizer with a large batch-size production capability, to be able

to supply significant volumes of steel powders at the required

quality levels. This was done by leveraging internal know-how

developed by R&D. The start of production is expected to take

place in the fourth quarter of 2023 at an annual production of

1,000 tonnes. While industrial scale is under construction,

powder samples will be produced in the R&D atomization facility

using the same atomization process and alloys that will allow

customers to pre-qualify products.

R&D, taking advantage of its extensive knowledge of metallurgy

of steels, has been working to create a portfolio of unique

powders. R&D can support its customers in the right use of the

Company's powders at every step of the value chain of additive

manufacturing: selecting and customizing material, design of

parts and printing optimization.

In parallel to powders, R&D is progressing in the wires AdM

domain, highlighting the successful printing of high-quality large

parts by DED (Direct Energy Deposition) technology.

ArcelorMittal wants to be a leader in both powders and wires

supply for AdM.

Management report

Sustainable development

1.Sustainable development ("SD") governance

ArcelorMittal is committed to placing sustainability at the heart of

its business, from delivering increasingly low-carbon products,

through to leading the steel industry in the challenging transition

to a circular and net zero economy. Fundamental to achieving

this is the Company’s focus on maintaining good corporate

governance in monitoring, managing and improving the

Company's sustainability performance. To this end in 2021, as

part of its greater focus on sustainability the Board transferred

responsibility for oversight of this area to a new, dedicated

Board Sustainability Committee, supported by an executive-

level Climate Change Committee and Sustainable Development

Council.

Board Sustainability Committee

The Sustainability Committee, chaired by an independent non-

executive director, has been designed to oversee the

Company’s management approaches to all sustainability

matters. It meets quarterly to review health, safety and

environmental matters as standing agenda items and discusses

specific topics in depth (e.g. climate change, social

performance, responsible sourcing etc.) in the intervening

periods. It provides its findings and recommendations to the

Board.

Sustainable Development Council (executive-level)

The purpose of the Sustainable Development Council is to

review the Company’s strategy and management approaches

on environmental, social and governance ("ESG") matters to

position it as a leader that delivers its purpose (‘Smarter steels

for people and planet’), values (safety, sustainability, quality and

leadership) and strategic priorities. It consists of senior

managers from relevant corporate functions and segments and

meets on a quarterly basis to review safety, health,

environmental, social performance and responsible sourcing

matters. It also assesses and discusses stakeholder

expectations and business performance to help ArcelorMittal

decide which ESG issues are most material. Key issues

identified by the Council are raised with the Executive Office and

recommended topics are brought forward for discussion and

action with the Group Management Committee.

Climate Change Committee (executive-level)

Given the importance and scope of climate change related

matters, a dedicated Climate Change Committee ("CCC") has

been established to provide specific focus on this issue. The

overall mandate of the CCC is to position ArcelorMittal as a

global leader on climate change, and to provide guidance that

ensures a unified approach across the business’ value chain.

The CCC consists of senior managers from relevant corporate

functions and segments across the Group. It guides

engagement and advocacy with external stakeholders on

climate change and decarbonization and supports the business

in understanding the risks and opportunities associated with the

transition to a low carbon economy. The CCC meets quarterly.

Key issues identified by the Committee are raised with the

Executive Office and recommended topics are brought forward

for discussion and action with the Group Management

Committee.

Please refer to the "Management and employees—Corporate

governance" section for further details.

Sustainability outcomes

ArcelorMittal’s 10 SD outcomes articulate the priorities the

Company believes it needs to pursue if it is to bring optimal

long-term value to all its stakeholders and drive its

transformation into the steel company of the future. They are

aligned with the 17 United Nations Sustainable Development

Goals ("SDG"s), widely regarded as the benchmark in global

sustainability policy and action.


	ArcelorMittal's 10 SD Outcomes
1	Safe, healthy, quality working lives for ArcelorMittal’s people
2	Products that accelerate more sustainable lifestyles
3	Products that create sustainable infrastructure
4	Efficient use of resources and high recycling rates
5	Trusted user of air, land and water
6	Responsible energy user that helps create a lower-carbon future
7	Supply chains that ArcelorMittal’s customers trust
8	Active and welcomed member of the community
9	A pipeline of talented scientists and engineers for tomorrow
10	ArcelorMittal’s contribution to society measured, shared and valued

Materiality assessment

In addition to the Company's ongoing risk management program

ArcelorMittal regularly assesses the issues that are material to

its stakeholders and to its business in maintaining a license to

operate. In 2021, the Company undertook a double materiality

assessment to identify the most material sustainability matters

to its stakeholders, business environment and its people and

communities. These were grouped into the eight themes and

ArcelorMittal’s sustainable development program is based

around these topics:

People

•Safety: the physical safety of ArcelorMittal employees

•Work and life: the health and fulfillment of the

Company's employees

Management report

•Gender: the equal representation, development and

remuneration of women

•Community: the approval of the Company's

communities and its perception as a welcome member

of the community

Planet

•Climate: the extent to which the Company plays a

leadership role in the steel sector’s decarbonization,

and the drive to a more stable climate/reduction in

global warming/Paris Agreement

•Nature: acting as a trusted steward of air, land, water,

biodiversity and ecosystems

Products and supply chain

•Products: the value of ArcelorMittal products to a

circular economy

•Customer reassurance: supply chains that are

responsible and that meet customer expectations

To understand the material issues and their likely impact on the

organization and the planet, the Company engages and seeks

dialogue at every level with internal and external stakeholders

and continuously monitors global sustainability trends

commercial challenges and opportunities.

Transparency of reporting and governance

The Company’s commitment to transparency and governance is

demonstrated in its regular disclosures.

The Company is committed to applying best practice in

corporate governance in its dealings with shareholders and

other stakeholders, and with respect to the transparency,

balance and quality of disclosure and reporting. This

commitment underpins all of ArcelorMittal’s key publications,

including the Integrated Annual Reviews, Climate Action Reports

and Annual Reports.

Climate Action Reports in particular serve as ArcelorMittal’s

response to the recommendations of the Task Force on Climate-

related Financial Disclosures (“TCFD”) as well as the Climate

Action 100 Net Zero benchmark, for which the Company is

working towards full disclosure. In 2022, the Company has

engaged further expert advice to assess the resilience of the

business against different transition and physical climate

scenarios, so that it can consider the potential financial

implications in more detail, inform its strategy and manage its

transition and physical climate risk exposure. The first phase of

this project has established initial, high-level conclusions in

2022. See more in the section "Climate Change" below.

In 2022, alongside making disclosures to the CDP on climate

change and water, and conducting numerous investor and

customer surveys, the Company published several country

sustainability reports. In addition, the Company published its

second Climate Advocacy Alignment Report, with the

addendum, which maps the policy positions of the 61

associations of which the Company is a member, against the

objectives of the Paris agreement and the five policy priorities

ArcelorMittal outlined in the Climate Action Report 2 (and in

chapter ‘3. Roadmap to net-zero’ below).

The Company also released its Report on Payments to

Governments in Respect of Extractive Activities for the year

ended December 31, 2021.

The Company publishes a special disclosure report in

compliance with the US Dodd Frank Act Section 1502 and has

done work to meet the requirements of the EU's new conflict

minerals regulation.

2.Health and Safety

ArcelorMittal is acutely aware that it needs to improve its health

and safety performance and is working determinedly on this.

Whilst the Company has set out the required standards and

targets to which it aspires, it is clear that achieving them will

need a much deeper implementation of leadership on the

ground, an enhanced focus on risk assessment, performance

management, training and mentoring, communication and

information flow, as well as a relentless focus on strengthening

its safety culture. Although the Company has demonstrated the

safety culture capabilities and performance within some parts of

the Group, it must focus on getting all units to the highest culture

and performance levels. The year 2022 has seen a Company-

wide acknowledgement and commitment to put this fully into

action.

In 2022, 22 employees lost their lives while working at the

Company’s facilities. The LTIFR, defined as the number of

injuries per million hours worked that result in employees or

contractors taking time off work, was at 0.70 in 2022 and 0.79 in

2021. The table below shows the LTIFR by segment for the

years ended December 31, 2022 and 2021:


For the year ended December 31
Lost time injury frequency rate*	2022	2021
Mining	0.84	0.32
NAFTA	0.25	0.4
Brazil	0.10	0.22
Europe	1.11	1.19
ACIS	0.74	0.94
TOTAL	0.70	0.79

*Data does not include the LTIFR for ArcelorMittal Italia which was acquired on

November 1, 2018 and became a public-private partnership on April 14, 2021.

Management report

Strengthened governance and scrutiny

ArcelorMittal’s Global Health and Safety Council ("GHSC") leads

the Company’s safety governance. It was re-launched at the

end of 2020 and has been chaired by an Executive Vice

President ("EVP") from the Company’s segment with the best

safety culture and performance. The GHSC maintains a regular

senior-level exchange with all business leaders with rigorous

discussion of each segment’s safety challenges, and the sharing

of best practice and solutions.

While the Company believes that this activity is valuable, it has

further intensified focus during the past year to ensure all

necessary measures are taken in responding to the situation.

Forensic discussions have taken place in the Executive Office,

at the Management Committee, at the full Board of Directors

and at the Board Sustainability Committee to map out a clear

way forward that will deliver the results the Company wants to

see.

This detailed analysis concluded that ArcelorMittal has robust

policies and standards in place across the Group, but the extent

to which they are rigorously embedded and audited across the

business varies from one segment to another, and from one

country to the next. While there is undoubtedly a cultural

element to this variation, ArcelorMittal is committed to achieving

the same standards universally across the Group.

At the corporate level ArcelorMittal has strengthened the global

health and safety team with the function now reporting into EVP

Business Optimization, who reports to the Group CEO. The

current chair of the GHSC and the EVP Business Optimization

have worked closely to spearhead a Group-wide, best-in-class

initiative that seeks to identify all and any weaknesses that exist

around the Company, and developing very clear plans to evolve

every plant to the most mature (i.e. interdependent) stage of the

Bradley curve, the internationally recognized assessment of

corporate safety culture. They have the full support of the

executive chairman and CEO to make whatever changes are

necessary to succeed.

In addition, the Head of Group Health and Safety has been

added to the Group level Management Committee to provide

direct professional health and safety expertise to this body and

requires the leading health and safety professionals in each

segment and unit to be admitted to their respective

management committees.

The Company’s health and safety policy, standards and golden

rules have been updated and re-launched to coincide with this

year's steel industry health and safety day. The policy includes

the Company’s commitment to six principles to guide its

decision-making and actions:

1.All injuries and work-related illness can and must be

prevented

2.Management is accountable for health & safety

performance

3.Employee engagement and training is essential

4.Working safely is a condition of employment

5.Health & safety must be integrated into all business

management processes

6.Excellence in health & safety drives excellence in

business results.

The existing golden rules have been relaunched as life-saving

rules covering no violation of working practices on matters such

as working at height, moving machinery or vehicles. These

represent the three dominant causes of fatalities across the

Group in recent years. On these there must be 100% adherence

to the life-saving rules throughout the Company with no

exceptions.


Top causes of fatality 2017-2022		Measures to address these
1	Crushed or rolled by vehicle	Focus on proactive potential serious injury and fatality ("PSIF") detection, strengthening the effectiveness of controls as part of the Company’s risk management, modification and update of the Fatality Prevention Standard ("FPS") relating to vehicles and driving, mandatory alarms for safety belts and parking brakes, mandatory proximity detectors for specified industrial vehicles, and improved procedures relating to wheel and tire maintenance.
2	Crushed by moving machinery	Focus on proactive PSIF detection, focus on isolation FPS, strengthening the effectiveness of controls as part of the risk management, review of the global Hazard Identification and Risk Assessment ("HIRA") tool on an annual basis, with adaptation at site level for local conditions and mandatory ‘Stop, Think & Act’ measures and implementing control measures before any unusual/nonstandard task or job.
3	Fall from height	Focus on proactive PSIF detection, strengthening the effectiveness of the controls as part of risk management, modification and update of FPS relating to working at height, strengthening requirements for roofing activities, integrating learning points from related fatalities, and integrating fatality prevention requirements for dock. Reinforced rules on fixed ladders, banned rope ladders, and aligned rules related to floor installation and repairs at the same level as the ones concerning roof repairs

Management report

Extending and deepening ArcelorMittal’s safety training and

coaching programs

Safety training has been enhanced with highly experienced

external support. All ArcelorMittal employees receive thorough

and regular training as a matter of course through one of the

Company’s bespoke training programs (e.g. "Take Care" and

safety leadership trainings). A complementary program

harnessing recognized international safety experts such as dss+

(formerly DuPont Safety Solutions) has now also assessed the

effectiveness of leaders, with mandatory coaching programs

being provided for those who have not reached the required

level, and led the management committee strategic workshop.

Mandatory management visible presence on the shop floor

The Company has also tightened guidelines for mandatory

leadership shop-floor presence during which they must carry out

safety layered evaluations. While the Company policy has

always specified leaders to regularly spend time on the shop

floor, setting out a higher minimum accepted level for senior

leaders will reinforce the culture of visible felt leadership.

Enhanced KPI reporting and quarantining

Reporting of proactive KPIs such as PSIF has also been

strengthened. Every segment is required to put in place a quality

assessment process for PSIFs. Understanding clearly why

PSIFs happen is vitally important to tightening processes,

improving behaviors and preventing fatalities.

Widespread use of what is called ‘quarantining’ is also now in

place across all operations. Initiated in Brazil, plants are put into

quarantine if a seriously unsafe incident takes place, or the plant

is deemed to be at risk of a serious incident or fatality. This

means management’s shop floor presence is doubled for a

determined amount of time depending on the incident.

The Company finds that its assets with the best safety

performance utilize quarantining regularly and that it sits at the

core of a strong and continuously improving safety culture. For

example, a plant in Brazil which has not had a fatality for five

years still decided that part of its plant needed to be placed

under quarantine because its PSIF led them to have concerns

that unless additional action was taken its safety first always

culture could be compromised. The Company has seen the

same proactive engagement at ArcelorMittal Dofasco in

Canada. ArcelorMittal Dofasco has not had a fatality since 2006,

but it has recognized that other safety KPIs have been

deteriorating and senior leadership has stepped in to reinforce

the shop-floor interdependent culture before it slips any further.

Meanwhile in Europe, the Fos-sur-Mer site of ArcelorMittal

Méditerranée has not had a fatality since 2015. This has been

supported by strong management, a quality assessment

process for PSIFs and effective implementation of the safety

leadership and take care training programs.

This is what the Company expects to be replicated at every

single one of the assets. The Company’s corporate health and

safety team, in collaboration with the GHSC, is particularly

focusing on helping these segments strengthen their culture,

performance and results. The Company recognizes that this

means bringing in external experts to support specific

mandates. It has already engaged specialist safety consultants

to advise and partner on dedicated programs to help these

assets improve. This encompasses all aspects of building an

interdependent safety culture.

Focus on Kazakhstan

ArcelorMittal’s operations in Kazakhstan face particularly

significant safety challenges, with 14 of the Group’s fatalities in

2022 occurring in the country. 9 of these fatalities occurred in

two accidents – one in steel and one in mining operations.

Focused attention is being devoted to address the situation.

Intensive safety improvement programs have been put in place

with a focus on cultural change, structural integrity of physical

assets and operational reliability. Particular attention is being

paid to addressing the highest risk activities and identifying

evolving hazards, with increased shop-floor audits, leadership

presence, training and communication. Strengthened safety

organization and support has been put in place, including

external assessment and training from leading health and safety

consultant dss+ and Abiroy. In addition, 5,797 employees from

steel and mining operations participated in the safety leadership

training completed in May 2022 and 2,300 employees are being

targeted for a "Managing Safely" course, certificated by the UK

Institute of Occupational Safety & Health (IOSH).

ArcelorMittal Kazakhstan has been committed to prioritizing

safety, including investment in equipment and assets such as

sensors, stress measurement, remote mine development, drill

rigs, degassing stations, new safer road-headers and mid-seam

longwall complex equipment. The structural integrity of the

business’ physical assets is being substantially upgraded with

repairs to or dismantling of some 609 buildings and chimneys

across the steel and coal units, together with wholesale

rebuilding of canteens, improvement to sanitary conditions such

as showers, drinking water filtration and the installation of circa

390 air conditioning systems.

The Company has also appointed an experienced safety

director from Canada, together with an increased specialist

workforce for activities such as degassing, mine surveying,

geomechanics and geology.

The Ukraine business has similar challenges to those in

Kazakhstan, and a similarly comprehensive program of safety

improvements has been identified for full implementation as

soon as circumstances allow.

Management report

Making safety a core part of business performance reviews and

incentivization

The Executive Office ensures that safety performance is

reported, reviewed and discussed regularly with the business as

a matter of priority. All business area reviews ("BARs"), which

are held quarterly, start with a discussion on safety.

Furthermore, the segments that are currently below the Group

average are being required to implement additional

management actions such as external expert assessments and

additional reviews at EVP and/or CEO level. Executive

compensation linked to safety has also been strengthened.

Starting in 2021, the Company increased the proportion of

bonuses linked to safety-related KPIs for leaders from 10% to

15%. Since June 2022 the safety KPI for the short-term

incentive plan for executives has been changed from lagging

LTIFR to leading proactive PSIFs.

Building the cultural belief in and commitment to safety

Success starts with imagination and belief. Everyone working at

ArcelorMittal must be able to see, and believe in, a fatality-free

Company. That belief brings commitment - commitment to

ensure that what the Company knows is possible, becomes a

reality. And after the commitment comes daily constant hard

work to ensure all the policies and rules that support

consistently satisfactory results are rigorously upheld.

ArcelorMittal also ensures that its HR policies and annual

appraisal system reflects the value the Company places on this

culture. In 2022, the Company brand was refreshed and safety

added as a fourth value - alongside sustainability, quality and

leadership. HR systems have been tightened to ensure that

each employee’s safety contributions are considered as part of

the performance evaluation process and that it will not be

possible for people to further progress, even if they have

exceptional results in other areas, until their dedication to safety

is proven.

During 2022, all of the above has been well communicated

across the organization starting with the leadership team. The

corporate health and safety team and the business segments

know what needs to be done and are working hard to make all

the additional changes required with a special focus on the

Company’s most struggling assets. ArcelorMittal recognizes that

meaningful progress has to be achieved - there is no other

option.

3.Roadmap to net-zero

Decarbonizing the global economy and adapting to the impacts

of climate change is fundamental to a sustainable future for the

planet and society. The size of the global challenge presented at

the COP27 conference in Egypt in November 2022 has further

raised expectations for businesses and governments to

demonstrate greater ambition on the transition to net-zero and

accelerate action to achieve meaningful progress by the end of

this decade. For the public, and indeed investors, it has now

become one of the most pressing issues, with increased

scrutiny on how targets will be achieved, how performance will

be enhanced and how operational and business resilience will

be built.

For ArcelorMittal, climate change presents the challenge, and

the opportunity, to carry out a huge transformation on how it

operates and to fully integrate climate-related considerations

into the way the Company is run, both strategically and

operationally.

The business has made significant progress in 2021 and 2022

by developing its low-carbon product portfolio, investing in new

decarbonization technologies, setting out new 2030 carbon

emissions reduction targets and working on its roadmap to

achieve net-zero steelmaking.

Decarbonization strategy

Decarbonization is at the heart of the Company’s climate action

strategy, aiming to have a leadership position within the steel

industry in terms of target-setting, performance and disclosure.

In 2021, ArcelorMittal set out a clear roadmap for achieving

medium-term 2030 CO2e targets with an anticipated gross

investment of approximately $10 billion, and its commitment to

achieve net-zero steelmaking globally by 2050.

The Company’s target is to reduce carbon emissions intensity

by 25% globally and by 35% in Europe by 2030. Both targets

cover Scopes 1 and 2 for steel and mining per tonne of crude

steel.

(definitions: GHG intensity - the average GHG emitted in the production of one

tonne of crude steel. It includes emissions from all the processes involved in the

production of an ‘average’ tonne of steel, scope 1 and 2.

Scope 1: process CO2e emissions from steel + CO2 from mining + CH4 from

mining. Scope 2: indirect emissions from ‘net’ purchased electricity + electricity

purchased at mining sites.)

The 2030 Group carbon emissions intensity reduction targets

reflect the unequal pace of change of the world’s

decarbonization journey. In Europe and Canada, where

supporting policy frameworks are more advanced, the business

can be more ambitious. In other regions, the pace of change is

likely to be slower as the regulatory system is less evolved.

Policymaking has a crucial role to play, and ArcelorMittal will

continue to advocate for policies that support the acceleration of

this transition.

The Company is adopting a multi-pronged approach to

decarbonization, having developed the industry’s broadest and

most flexible suite of low-emissions steelmaking technologies

and integrating them into two pathways, Innovative-DRI and

Smart Carbon. Both these pathways hold strong potential to

Management report

deliver carbon-neutral steelmaking. A third pathway – direct

electrolysis of iron – is in the research and development phase

and showing good potential. The Company has made

considerable progress in developing these two more

immediately viable routes. Whilst they are not yet commercially

competitive, the expectation is that over time these technologies

will become more competitive as the cost of carbon increases

around the world, and the technologies themselves mature and

become more efficient. The Company envisages that this will

take at least ten years and in the transition period support will be

required, enabling to manage the required capital spend against

the longer-term returns. That is why the Company is asking for

public funding support for around half of its estimated $10 billion

capital expenditure program to achieve its 2030 group target, as

well as support for operating costs in the short to medium term.

Assumptions behind targets

To set the ArcelorMittal’s target, the Company has made a key

set of assumptions:

a.The cost of green hydrogen will become increasingly

competitive over the next decade but will still require

government support in ArcelorMittal’s countries of

operation

b.Carbon capture, utilization and storage ("CCUS")

infrastructure will take time to be built at scale. While

Europe is expected to take the lead, CCUS

infrastructure has the potential to expand quickly in the

US and Canada – providing some potential upside to

the business’ assumptions

c.Different regions of the world will continue to move at

very different paces and the level of climate ambition

will differ between jurisdictions at any given time

d.The introduction of climate-friendly policies in other

regions will be 5-10 years behind Europe and the US

e.As it has been reported, 2060 may not be a realistic

net-zero target for developing economies, which may

mean emissions do not peak until 2030.

Setting out the roadmap to net-zero

In 2021, the Company set out its roadmap to net-zero by 2050.

The roadmap envisages five key levers that act as stepping-

stones towards the 2030 and 2050 goals. These are:

A.Steelmaking transformation

B.Energy transformation

C.Increased use of scrap

D.Sourcing clean electricity

E.Offsetting residual emissions

The waterfall chart shows a breakdown of the 25% global

reduction in CO2e emissions intensity that the Company is

targeting by 2030, taking into account announced projects and

initiatives expected to be announced in the coming years.

Management report

A. Steelmaking transformation

In the course of the coming decades, the steel industry will

undergo a transformation of the assets and methods of making

steel on a scale not seen for over 100 years. This includes

switching iron-making from the traditional Blast Furnace-Basic

Oxygen Furnace ("BF-BOF") method to the DRI-EAF approach.

It also involves moving iron ore preparation in sinter plants

(using heat to form iron ore feed into a porous agglomerate raw

material) to DRI-ready pellet plants (iron ore agglomerated into

pellets and then indurated using a furnace) which further

reduces the carbon footprint. Given the increasing cost of

emitting carbon and the requirement to reduce emissions,

transitioning to natural gas-based DRI-EAF can be a first step

using proven technology before fully moving to green hydrogen,

which is not yet available in anywhere near the volumes

required due to the current economics and lack of green

electricity grid capacity.

B. Energy transformation

The energy required to make steel in future years will undergo a

radical transition towards cleaner energy sources and away

from just using fossil fuels more efficiently. This will involve

shifting to one or a combination of three alternatives: clean

energy (in the form of green hydrogen or renewable electricity);

decreasing the use of fossil carbon while developing Carbon

Capture & Storage ("CCS") options; and replacing fossil carbon

through the use of bio-carbon options.

Natural carbon cycles can include use of sustainable forestry

and agriculture residues to produce bioenergy for steelmaking.

Equivalent emissions from the use of this bioenergy will be

captured by the regrowth of the biomass source used. Synthetic

carbon cycles rely on use of waste plastics as an energy source,

transforming the carbon in waste gases into equivalent new

plastics, and ensuring that no emissions are generated.

C. Increased use of scrap

In addition to using scrap in the EAF, the business can increase

the use of low-quality scrap in the BF-BOF steelmaking process

by improving steel scrap sorting and classification, installing

scrap pre-melting technology and adjusting the steelmaking

process to accommodate scrap. It is expected that scrap

availability will increase as the amount of steel in circulation

increases, thereby demonstrating the inherent circularity of

steel. The acquisition of John Lawrie in Scotland and Alba

International Recycling in Germany in 2022; and Riwald

Recycling in the Netherlands and Zlomex in Poland in 2023 are

good examples of how the Company is working to increase its

access to scrap steel to lower its carbon emissions from

steelmaking.

Management report

D. Sourcing clean electricity

Reducing the business’ Scope 2 emissions means mainly

focusing on sourcing low-carbon electricity. This will be an

increasing challenge as the Company launches projects to

transition from BF-BOF technology to scrap and DRI-EAF

technology. This will result in electricity becoming a greater part

of the energy mix it uses to make steel. The Company plans to

look for more and varied opportunities in the renewables sector

to provide sufficient access to clean energy at affordable prices,

purchase renewable energy certificates and make more use of

direct power purchase agreements (PPA) with suppliers from

renewables projects. The investment in Greenko in 2022 in India

(See "Sustainable development highlights - leading the

decarbonization of the steel industry") is an example of how the

business can directly ensure increased availability of green

electricity.

E. Offsetting residual emissions

While ArcelorMittal is committed to achieving net-zero by

reducing carbon emissions directly from its operations, there are

likely to remain residual emissions for which either there will be

no feasible technological solution or the solution involves

excessively high economic or social costs. For these residual

emissions – currently estimated to be 5-10% of today’s

emissions – the Company will buy high-quality offsets or launch

projects to generate high-quality carbon credits that would not

have happened without its intervention.

Pursuing new technology pathways

Innovation is central to the Group’s success. It places a strong

focus on R&D, ensuring it is at the forefront of the evolution of

steelmaking processes and products. It is also adopting this

approach to decarbonization, having developed the industry’s

broadest and most flexible suite of low-emissions steelmaking

technologies and integrating them into two pathways:

Innovative-DRI and Smart Carbon.

Both pathways are relatively advanced in terms of their

technology readiness levels and hold strong potential to deliver

low carbon emissions steelmaking. A third pathway – direct

electrolysis of iron – is still in the R&D phase but also showing

good potential.

ArcelorMittal has made considerable progress in developing the

first two more immediately viable routes. Whilst they are not yet

commercially competitive, the work up to date has reinforced the

business’ confidence in their potential to produce net-zero steel.

The intention is that over time these low-carbon technologies

will become more competitive as the cost of carbon increases

around the world, and the technologies themselves mature and

become more efficient.

It is envisaged that this will take at least ten years and in the

transition period support will be required to underpin the

development of innovation, enabling the Group to manage the

required capital spend against the longer-term returns.

Innovative DRI-EAF

Existing natural gas based DRI technology can be transitioned

to use hydrogen as the main energy and reductant, thereby

generating significantly less emissions. Innovative DRI

production based on green hydrogen (using renewable energy)

and blue hydrogen (which captures and stores any CO2 created

during production) is seen as a major enabler that will help the

steel industry to achieve net-zero by 2050. The availability and

affordability of natural gas, renewable energy and hydrogen will

be critical in determining the pace of the transition.

As the availability of renewable and low-carbon electricity

increases, the production of affordable, industrial-scale green

hydrogen to supply DRI-EAF plants becomes more viable.

Reflecting the commitment in Europe and Canada to prioritize

green hydrogen production and infrastructure at competitive

prices, ArcelorMittal’s approach to date is largely focused on the

Innovative DRI pathway. The Company is accelerating its

Innovative DRI investment through the following projects,

(planned investments in Europe are subject to confirmation by

the EU Commission).

Hamilton, Canada

In October 2022, ArcelorMittal together with the governments of

Canada and Ontario, broke ground on its CAD$1.8 billion

investment decarbonization project at the ArcelorMittal Dofasco

plant in Hamilton, Ontario, Canada. The governments of

Canada and Ontario have committed CAD$400 million and

CAD$500 million, respectively, to the overall project cost. The

project will fundamentally change the way steel is made at

ArcelorMittal Dofasco, transitioning the site away from the more

traditional, carbon intensive method of blast furnace-basic

oxygen furnace steelmaking to DRI-EAF steelmaking, which

carries a considerably lower carbon footprint and removes coal

from the iron-making process. The new 2.5 million tonnes per

year capacity DRI furnace will initially operate on natural gas but

will be constructed ‘hydrogen ready’ so it can transition to green

hydrogen when a sufficient and cost-effective supply becomes

available. The project is scheduled to be completed by 2028,

although the Company is looking for opportunities to accelerate

the project timelines. The new manufacturing processes should

contribute to a considerable reduction of CO2 emissions and

deliver other positive environmental impacts including the

elimination of emissions and flaring from coke making and iron-

making operations.

ArcelorMittal Canada, Contrecoeur

ArcelorMittal’s existing DRI plant in Quebec produces 1.7 million

tonnes of DRI each year. In 2022, the Company successfully

tested the use of green hydrogen in the production of DRI.

ArcelorMittal’s ambition is to lead the decarbonization of the

Management report

steel industry and this test is an important milestone in the

Company’s journey to produce zero carbon emissions steel via

the DRI-based steelmaking route using green hydrogen as an

input.

The objective of the test was to assess the ability to replace the

use of natural gas with green hydrogen in the iron ore reduction

process. During this first test, 6.8% of natural gas was replaced

with green hydrogen during a 24-hour period, which contributed

to a measurable reduction in CO2 emissions. The green

hydrogen used in the test was produced by a third-party owned

electrolyzer (device that produces green hydrogen from

electricity and water) and was then transported to Contrecoeur.

This is a major step forward since the iron ore reduction process

alone contributes to more than 75% of ArcelorMittal Long

Products Canada (AMLPC) overall CO2 emissions.

AMLPC is evaluating the possibility of carrying out further tests

in 2023 by increasing the use of green hydrogen at the DRI

plant, which could eventually reduce CO2 emissions in

Contrecoeur by several hundred thousand tonnes per year. The

potential use of electrolyzers to produce green hydrogen in

Contrecoeur will depend on certain criteria, particularly the

availability of sufficient electricity to power the units.

With one of the lowest carbon footprints in the world, AMLPC is

well-positioned to contribute to the Company’s decarbonization

efforts if the right conditions are in place in Quebec. AMLPC’s

low-carbon footprint is driven by its EAF-DRI pathway to

steelmaking, use of renewable electricity and locally-sourced

iron ore and scrap metal.

Sestao and Gijón, Spain

ArcelorMittal’s Sestao plant is expected to become the world’s

first full-scale zero carbon-emissions steel plant thanks to an

investment of €1 billion in the Company's plant in Gijón, for the

construction of a hydrogen DRI plant and a new hybrid EAF.

This investment is expected to deliver a reduction in carbon

emissions at the Sestao site of up to 50% within the next five

years. Around 1 million tonnes per year of DRI will be

transported to Sestao to be used as feedstock for the plant’s two

EAFs. As a result, by 2025, the Sestao plant is planned to

produce 1.6 million tonnes per year of zero carbon-emissions

steel. This would be achieved by increasing the proportion of

circular, recycled scrap and using green hydrogen-produced

DRI, powering steelmaking assets with renewable electricity,

and utilizing carbon-neutral energy inputs, such as sustainable

biomass, to replace the remaining use of fossil fuels in the

steelmaking process. The Company has signed an agreement

with the Spanish government that will underpin the €1 billion

required for the transition. On February 17, 2023, the European

Commission approved, under EU state aid rules, a €460 million

Spanish measure to support ArcelorMittal España in

construction of the new DRI installation in Gijón.

The Company has also forged a strategic alliance with HyDeal

España to deliver competitive renewable hydrogen to its

operations. An industrial joint venture formed by ArcelorMittal,

Enagás, Grupo Fertiberia and DH2 Energy, and announced in

February 2022, will deliver competitive renewable hydrogen to

an industrial complex in Asturias from facilities based in northern

Spain. The total installed capacity is expected to reach 9.5 GW

of solar power and 7.4 GW of electrolyzers. Production is

targeted to start by the end of 2025, to produce about 150,000

tonnes of renewable hydrogen per year from 2026 and reach

330,000 tonnes in 2030. ArcelorMittal and Grupo Fertiberia have

announced their intention to purchase, together with other key

off-takers, the supply of 6.6 million tonnes of renewable

hydrogen over 20 years.

Hamburg H2 project

In Germany, ArcelorMittal already operates Europe’s only DRI-

EAF plant in Hamburg, where the switch to using hydrogen

instead of natural gas in the iron ore reduction process is being

prepared. A project is underway to test the ability of hydrogen

DRI on an industrial scale, as well as testing carbon-free DRI in

the EAF steelmaking process. The objective is to reach

industrial commercial maturity of the technology by 2025, initially

producing 100,000 tonnes of DRI a year. The German Federal

Government has given approval to provide €55 million of

funding support towards the plant’s construction.

Bremen and Eisenhüttenstadt

ArcelorMittal is planning to build a large-scale industrial plant for

the DRI-EAF based steelmaking at its site in Bremen, as well as

an innovative DRI pilot plant in addition to an EAF in

Eisenhüttenstadt, following the announcement of the planned

expansion of Germany’s hydrogen infrastructure and alongside

its existing H2 Hamburg project. The Bremen plant will be able

to produce around 2 million tonnes of DRI per year and supply

ArcelorMittal EAFs in Bremen and Eisenhüttenstadt. Bremen

and Eisenhüttenstadt would produce up to 3.5 million tonnes of

steel by 2030, with significantly lower CO2e emissions.

Depending on the amount of hydrogen available, CO2e savings

of more than 5 million tonnes could be possible.

The technology conversion requires investments which are

estimated to be in the range of €1-1.5 billion. The feasibility of

the project depends strongly on governmental support and the

availability of economically viable energy infrastructure and

supply.

To support and enable the availability of hydrogen for steel

production, ArcelorMittal is participating in the establishment of

regional hydrogen networks. These include North German

hydrogen projects: the Clean Hydrogen Coastline to benefit

Bremen and the Hydrogen Cluster East Brandenburg to enable

hydrogen supply for Eisenhüttenstadt. ArcelorMittal is also

collaborating with Shell, Mitsubishi and other cross-industry

Management report

companies to form the Hamburg Green Hydrogen Hub, with the

goal of generating energy from renewable sources.

The Company and the energy Company RWE have signed a

memorandum of understanding to work together to develop,

build and operate offshore wind farms and hydrogen facilities

that will supply the renewable energy and green hydrogen

required to produce low-emissions steel in Germany.

Fos-Sur-Mer and Dunkirk

ArcelorMittal is planning to implement €1.7 billion of investments

by 2030 to accelerate decarbonization of its steelmaking sites in

Fos-sur-Mer and Dunkirk while maintaining equivalent

production capacities:

–In Fos-sur-Mer, ArcelorMittal would build an EAF. This

new unit will complement the ladle furnace announced

in March 2021 and supported by France’s recovery

plan, ‘France Relance’. Together these investments will

turn Fos-sur-Mer into a reference site for the

production of low carbon, circular steel, made from

recycled steel;

–In Dunkirk, ArcelorMittal would build a 2.5 million

tonnes per year DRI unit to transform iron ore using

hydrogen instead of coal. This DRI will be coupled with

an innovative technology electric furnace. Other

investments are already under way to continue to

increase the proportion of scrap steel used.

This investment will enable a transformation of steelmaking in

France and a total reduction of approximately 40% or 7.8 million

tonnes per year in ArcelorMittal’s CO2 emissions in France by

2030 and will represent a 10% reduction in GHG emissions from

the manufacturing industry in France and put France’s

steelmaking industry on the path of the Paris Agreement.

The new industrial facilities would be operational starting in

2027 and will gradually replace 3 out of 5 of ArcelorMittal’s blast

furnaces in France by 2030 (2 out of 3 in Dunkirk, 1 out of 2 in

Fos). Decarbonizing the Fos-sur-Mer and Dunkirk sites will

contribute to maintaining and developing the French

steelmaking industry. It will also support the strengthening and

development of local ecosystems, generating positive and

sustainable dynamics for employment and industrial activity in

France, especially in the Dunkirk and Fos-sur-Mer areas. This

investment program will be supported by the French

Government.

ArcelorMittal and quarried materials group SigmaRoc have

entered into a strategic joint venture agreement to create a new

company that will produce lime, an essential purifying additive

used in steel production as well as numerous other industrial

applications. The partners will produce 900,000 tonnes a year of

a high-quality material reusing heat recovered from ArcelorMittal

plant in Dunkirk and using biofuels to replace the use of natural

gas in the production process. This will allow a significant

reduction of CO2 emissions, allowing the Company to offer net-

zero lime. The operations will be located close to Dunkirk’s

harbor and the ArcelorMittal steelworks, who will be the main

consumer of the lime produced. Its strategic location will allow

the joint venture to be a part of Dunkirk’s CO2 hub.

ArcelorMittal is also currently studying the implementation of an

innovative solution to produce low carbon steel in Dunkirk in

partnership with Air Liquide. The project aims to combine DRI

and EAF to produce hot metal which would be a first of its kind.

The project includes low carbon hydrogen use and would lead to

CO2e savings. Commissioning is planned for 2025. This

partnership between Air Liquide and ArcelorMittal is a first step

towards the creation of an ecosystem at the forefront of low-

carbon hydrogen and CO2 capture solutions that will be a

source of competitiveness and attractiveness for various players

in the Dunkirk industrial and port basin.

Ghent, Belgium

ArcelorMittal Belgium is planning to reduce carbon emissions by

3.9 million tonnes per year by 2030, by building a 2.5 million-

tonnes per year DRI plant and EAF facility at its Ghent site. This

is a result of a letter of intent agreed between ArcelorMittal and

the governments of Belgium and Flanders to invest €1.1 billion

in the flagship Ghent plant’s technologies. The DRI plant and

EAF facility will operate alongside Ghent’s state-of-the-art blast

furnace that is ready to take waste wood and plastic as a

substitute for fossil carbon. The combination of the new DRI

plant alongside a sustainable, state-of-the-art blast furnace

enables the creation of unique synergies in ArcelorMittal

Belgium’s roadmap to net zero carbon-emissions steelmaking.

The support of both the national and the Flanders governments

in this project is crucial, and welcomed, given the significant cost

associated with the transition.

Smart Carbon

Smart Carbon also has the potential to achieve zero-carbon

emissions by harnessing bioenergy and CCUS.

These are technologies that the International Energy Agency

and the UN Intergovernmental Panel on Climate Change see as

critical to achieving net-zero by 2050. Crucially, Smart Carbon

gives ArcelorMittal flexibility to adjust its carbon emission

reduction plans to local steelmaking conditions.

Carbon neutrality using Smart Carbon techniques can be

achieved by relying on the earth’s natural carbon cycle and

using bio-waste materials, such as sustainable forestry and

agriculture residues, to produce bioenergy for steelmaking.

Other biomaterials such as waste plastics can also be used,

thereby helping to reduce the world’s plastic waste challenge.

Management report

The Company is constructing several commercial-scale projects

to test and prove a range of Smart Carbon technologies:

Torero

ArcelorMittal is constructing an industrial-scale demonstration

plant that converts waste wood into renewable energy through a

process called torrefaction. This source of waste wood is

considered hazardous material if burnt in an incinerator as it

emits harmful gasses. However, in a blast furnace no such

pollutants can be formed. At the Ghent plant, two reactors will

each produce 40,000 tonnes of bio-coal annually that can be

used in the blast furnace as a substitute for coal. Construction of

the €55 million project started in 2018: the first reactor is

expected to start production in 2023 and the second in 2024.

Carbalyst

Carbalyst® is a family of technologies which enables the

production of basic chemicals such as bioethanol from

steelmaking waste gases. Bioethanol is a key building block in

the making of plastics. The Company successfully inaugurated

its flagship carbon capture and utilization (‘CCU’) project in its

steel plant in Ghent, Belgium. The €200 million ‘Steelanol’

project is a first of its kind for the European steel industry.

Utilizing cutting edge carbon recycling technology developed by

project partner LanzaTech, the CCU plant uses biocatalysts to

transform carbon-rich waste gases from the steelmaking

process and from waste biomass into advanced ethanol, which

can then be used as a building block to produce a variety of

chemical products, supporting the decarbonization efforts of the

chemical sector. Once production reaches full capacity, the

Steelanol plant will produce 80 million liters of advanced

ethanol, almost half of the total current advanced ethanol

demand for fuel mixing in Belgium, and it will reduce annual

carbon emissions from the Ghent plant by 125,000 tonnes.

A pilot project in Dunkirk aims to capture CO2 off-gases at a rate

of 0.5 metric tonnes of CO2 per hour for transport and storage.

The process uses low temperature heat available across the

plant to separate CO2 from other off-gases from the blast

furnace to create a pure low-pressure CO2 gas stream suitable

for internal reuse or piping for storage. This process could

significantly lower CO2 capture costs versus alternative

technologies. Regional infrastructure would be requested for all

local industrial companies in order to optimize usage and

efficiency of the solution. The expected completion date is 2023.

This carbon capture technology has the potential to be adopted

across the business’ blast furnace footprint, but scaling will be

highly dependent on development of CO2 transport and storage

infrastructure in the regions where the Company operates. It is

already actively engaged in carbon transport and storage at

several locations in Europe and exploring the possibility in other

regions. Deployment of the 3D technology will be linked to the

development of CO2 pipeline infrastructure, as well as

deployment of CO2 re-use technologies in the Company's blast

furnaces.

Carbon capture

ArcelorMittal, Mitsubishi Heavy Industries Engineering

(MHIENG), a pioneer in carbon capture technology, leading

global resources company, BHP, along with Mitsubishi

Development Pty Ltd are collaborating on a multi-year trial of

MHIENG’s carbon capture technology with ArcelorMittal,

following the signing of a funding agreement between the

parties. The companies will also conduct a feasibility and design

study to support progress to full scale deployment.

Industrializing direct electrolysis

Direct electrolysis offers a third potential route for decarbonizing

steel. ArcelorMittal’s R&D laboratories in Maizières, France,

have developed the first electrolysis cell prototype, proving the

viability of production of iron from iron oxides electrolytically.

This work has shown that the process has the potential to

operate in a flexible start/stop mode.

ArcelorMittal is the lead company along with 11 partners in the

Siderwin project, which is building on this technology. With €7

million funding secured from EU Horizon2020 (the EU's funding

program for research and innovation in green energy), a three-

meter industrial cell has been constructed and various types of

iron ore sources (including secondary sources) are tested.

Though a small-scale trial at present, with sufficient access to

affordable clean power, the successful development of this

process will pave the way to a third potential iron ore reduction

decarbonization pathway.

Carbon reduction through mining initiatives

Along with steelmaking initiatives, the Company’s mining

operations are also developing different solutions to reduce

GHG emissions, which represent about 7% of the total carbon

intensity of ArcelorMittal (Scope 1 and 2 emissions).

AMMC continues to study and trial low-emissions iron ore pellet

production. In 2021, it announced a CAD$205 million investment

with support from the Quebec government, enabling AMMC to

convert its entire 10 million tonnes per year pellet production to

DRI pellets by the end of 2025. It will become one of the world’s

largest producers of DRI pellets, the raw material feedstock for

iron-making in a DRI furnace. The project includes the

implementation of a flotation system that will enable a significant

reduction of silica in the iron ore pellets, facilitating the

production of a very high-quality pellet. It will also deliver a direct

annual carbon emissions reduction of approximately 200,000

tonnes at AMMC’s Port-Cartier pellet plant, equivalent to over

20% of the pellet plant’s total annual carbon emissions. This

Management report

reduction in carbon emissions will be achieved through a

reduction in the energy required during the pelletizing process.

ArcelorMittal Liberia is exploring opportunities to reduce its GHG

emissions by switching from largely diesel power to the new

West African ‘green power grid’.

ArcelorMittal Mining will also act as an enabler for ArcelorMittal’s

current steelmaking transition from blast furnace processes to

cleaner DRI-based EAF processes by increasing the ratio of

DRI pellet production capacity.

Launch of XCarbTM low carbon products and initiatives

In 2021, the Company launched its proprietary strategic low

carbon brand, XCarbTM. It brings together all of ArcelorMittal’s

reduced, low and zero carbon- emissions products and

steelmaking activities, as well as wider initiatives and green

innovation projects, into a single effort focused on achieving

demonstrable progress towards net-zero steel.

The three XCarbTM branded initiatives launched to date include:

XCarbTM green steel certificates, XCarbTM recycled and

renewably produced products and the XCarbTM innovation fund.

XCarbTM green steel certificates

The Company’s progress in driving down emissions enables it to

pass the benefit of carbon emission reductions onto customers

for the first time via an independently audited certification

scheme.

The scheme provides for an independent auditor to verify the

metric tonnes of carbon savings achieved, in accordance with

the GHG Protocol Project Accounting standard. These savings

can then be passed on to customers in the form of verified

certificates. Customers can use such certificates to report an

equivalent reduction in their Scope 3 emissions.

XCarbTM recycled and renewably produced

XCarbTM recycled and renewably produced ("RRP") products are

made via the EAF route using scrap steel and 100% renewable

energy. By using only scrap steel and renewable energy,

XCarbTM RRP products have an extremely low CO2 footprint that

can be as low as approximately 300kg of CO2 per tonne of

finished steel when the metallics are 100% scrap. The electricity

used in the steelmaking process is independently verified so

that it may obtain a ‘Guarantee of Origin’ that it is from

renewable sources.

XCarbTM innovation fund

The ArcelorMittal XCarbTM innovation fund is in addition to the

numerous technologies the Company is already developing and

deploying across its operations.

ArcelorMittal intends to invest in companies developing

breakthrough technologies with the potential to support and

accelerate the transition to net-zero carbon steelmaking.

Since its launch in March 2021, ArcelorMittal has committed to

investments in six companies covering a range of

decarbonization technologies – renewable energy, long-term

battery storage, carbon capture and re-use, hydrogen

electrolysis, nuclear energy and now direct electrolysis. The

Fund is also an anchor partner in Breakthrough Energy’s

Catalyst program, having committed to investing $100 million

over a five-year period.

Heliogen – unlocking the power of sunlight to replace

fossil fuels

ArcelorMittal invested an initial $20 million in renewable energy

technology company Heliogen. Heliogen’s technology will

harness solar energy by using a field of mirrors which will act as

a multi-acre magnifying glass to concentrate and capture

sunlight. The sunlight will then be subsequently converted into

heat (HelioHeatTM), electricity (HelioPowerTM) or clean fuels

(HelioFuelTM). All three Heliogen products have the potential to

be applicable to the steelmaking process and support the steel

industry’s transition to net-zero.

Form Energy – scaling low-cost and reliable battery

technology

ArcelorMittal invested an initial $25 million, serving as the lead

investor in Form Energy’s $200 million Series D financing round.

In October 2022, ArcelorMittal invested a further $17.5 million.

Form Energy, which was founded in 2017 is working to

accelerate the development of its breakthrough low-cost energy

storage technology to enable a reliable, secure, and fully-

renewable electric grid year-round. It has recently unveiled a

new iron-air battery which is low cost (approximately one-tenth

the cost of lithium-ion battery technology), has multi-day

reliability (100-hour duration hence overcomes the intermittent

nature of renewable energy generation), is scalable; and can be

sited anywhere.

Breakthrough Energy’s Catalyst program – driving

adoption of next-generation clean technologies

ArcelorMittal is an anchor partner in Breakthrough Energy’s

Catalyst program and has committed to an equity investment of

$100 million over the next five years. Founded by Bill Gates,

Breakthrough Energy is committed to scaling the technologies

the world needs to reach net-zero emissions by 2050.

Breakthrough Energy’s efforts include investment vehicles,

philanthropic programs, policy advocacy, and other initiatives,

including Catalyst. Catalyst is a new model for how companies,

governments, and private philanthropy can finance, produce,

and ensure widespread adoption of next-generation clean

Management report

technologies. The program will initially focus on four

decarbonization technologies: direct air capture, green

hydrogen, long-duration energy storage and sustainable aviation

fuel.

Carbon recycling - LanzaTech

In 2021, the Company announced an expansion of its

partnership with carbon recycling company, LanzaTech, with a

$30 million investment. Using LanzaTech’s gas fermentation

technology, which captures carbon-rich waste gases from the

steelmaking process and converts them into sustainable fuels

and chemicals, this will reduce ArcelorMittal Ghent’s carbon

emissions by 125,000 tonnes a year. It will also produce 80

million liters of bioethanol annually, which can be blended with

traditional gasoline and used as a low-carbon alternative fuel for

the transport sector.

LanzaTech is also developing technology to convert captured

emissions into a range of other chemical building blocks to

make useful materials, such as textiles, rubber, and packaging.

Disruptive hydrogen production technology – H2Pro

The Company invested $5 million in H2Pro as part of a $75

million Series B fundraise, with other investors including

Temasek, Horizons Ventures, Breakthrough Energy Ventures

and Yara. H2Pro is developing a disruptive way of producing

hydrogen from water.

Similar to electrolysis, its technology uses electricity to split

water into hydrogen and oxygen. Unlike conventional

electrolysis however, hydrogen and oxygen are generated

separately in different steps – an electrochemical step and a

thermally-activated chemical step. It is expected to prove more

cost-effective than traditional electrolysis, with capital

expenditure costs anticipated to be broadly halved, alongside

lower operational costs.

Breakthrough nuclear power - TerraPower

ArcelorMittal invested $25 million in nuclear innovation company

TerraPower, as part of an $830 million equity raise, which is the

largest private raise among advanced nuclear companies. Its

flagship technology Natrium™, featuring a cost-competitive

sodium fast reactor combined with a molten salt energy storage

system, will provide clean, flexible energy and integrate

seamlessly into power grids with high penetrations of

renewables. TerraPower is currently building its first Natrium™

reactor, as part of the U.S. Department of Energy’s Advanced

Reactor Demonstration Program (ARDP). The facility will feature

a 345 MWe sodium fast reactor alongside an energy storage

system that can boost output to 500 MWe during peak demand.

Investment in steel decarbonization disruptor Boston

Metal

ArcelorMittal invested $36 million in Boston Metal in January

2023. The transaction is the Company’s largest single initial

investment to date through its XCarb® Innovation Fund.

ArcelorMittal’s investment has led a $120 million Series C

fundraising round undertaken by Boston Metal. Other

participants in the round include Microsoft’s Climate Innovation

Fund and SiteGround Capital, who join Boston Metal’s existing

shareholder register which features the likes of Breakthrough

Energy Ventures, mining majors Vale and BHP, BMW i Ventures

and several cleantech venture capital funds.

Founded in 2013, Boston Metal is developing and

commercializing a patented Molten Oxide Electrolysis (MOE)

platform for decarbonizing primary steelmaking. MOE uses

electricity to produce molten steel through a direct, one-step

process. The MOE cell is capable of processing a wide range of

iron ore grades through high temperature electrolysis, producing

relatively impurity-free liquid steel with no accompanying CO2

emissions. As a fully customizable steel manufacturing solution,

the modular MOE cells can be scaled until desired production

capacity is reached. Boston Metal has raised over $200 million

in three fundraising rounds and grown from a team of eight

employees in 2018 to over 100 today. It is targeting

commercialization of its technology by 2026.

XCarbTM Accelerator Program

In May 2022 ArcelorMittal launched its XCarb™ Accelerator

Program aimed at finding the best start-up companies with the

brightest ideas focused on breakthrough technologies and the

potential to accelerate decarbonization of the steel industry . In

addition to financial support, winning applicants will be given

access to ArcelorMittal’s advice and expertise in innovation,

R&D, technology commercialization and business mentorship.

Initiated concept for a global low-carbon emissions physical

steel standard

In line with its intention to lead developments in decarbonization,

ArcelorMittal published a concept for a low-carbon emissions

steel standard in June 2022 to help incentivize the

decarbonization of steelmaking globally and support the creation

of market demand for physical steel products which would be

classified as lower, and ultimately near-zero, carbon emissions

steel. The concept involves:

a.A dual scoring system which provides customers with a

life cycle assessment (LCA) value alongside a rating

system which measures a company’s progress towards

near-zero

b.Incentivizing the decarbonization of both primary and

secondary steelmaking

Management report

c.Providing transparency and consistency across steel

products for customers

d.Supporting the development of markets for low-carbon

emissions steel

The Company believes that the creation of clear definitions for

low-carbon emissions physical steel is an important component

of ‘demand pull’ and ‘supply push’ mechanisms that are required

to support the steel industry in its transition to net zero by 2050.

Clear definitions will also help inform targeted policy to support

the scale-up and commercialization of these near-zero

technologies.

At the heart of the concept are three core principles:

1.It must include a dual score system comprising an LCA

value for finished products (and an environmental

protection declaration for construction products)

alongside a decarbonization rating system which

categorizes low and near-zero carbon emissions per

tonne of hot rolled steel and rewards producers as they

decarbonize from their starting point.

2.It must be designed in such a way that incentivizes the

decarbonization of all methods of steel production

through technology shifts, rather than simply through

increasing scrap rates using existing technology. This

can be done by using a sliding scale based on the

percentage of scrap used in production, a system

which is also at the heart of the ResponsibleSteel™

and International Energy Agency (‘IEA’) low-carbon

emissions steel models.

3.It must include a clearly defined boundary from which

carbon emissions are counted for the decarbonization

rating system.

The concept is designed to be complementary to methods for

rewarding virtual low-carbon steel, at least until significant

amounts of physical low-carbon steel are available.

Climate governance and risk management

Structures and decision-making

ArcelorMittal’s climate-related activity and progress continues to

be overseen by a robust governance structure that includes an

executive-level Climate Change Committee and Board-level

Sustainability Committee chaired by an independent non-

executive director. Having set a 2030 Group target on carbon

emissions reduction, the Board also decided to link executive

remuneration to the achievement of this objective. Since 2021,

decarbonization targets are part of the performance criteria for

vesting of the performance share units in the long-term incentive

plan.

In terms of investment decision-making, each major capital

expenditure project proposal is required to demonstrate its

carbon impact to the Investment Allocation Committee (“IAC”).

The IAC makes all necessary considerations to maximize the

business’ chances of achieving its targets while ensuring each

project is economically justifiable and earns its cost of capital. It

is a crucial part of the Company’s strategy to manage risk and

deliver long-term growth.

TCFD-aligned risk management

In 2021, ArcelorMittal reviewed and reported on the Company’s

climate risks and opportunities in its second Climate Action

Report which is its response to the recommendations of the

TCFD. ArcelorMittal is working towards full disclosure in

accordance with the TCFD recommendations.

In 2022, the Company has taken further expert advice to assess

the resilience of the business against different transition and

physical climate scenarios, so that it can consider the potential

financial implications in more detail, inform its strategy and

manage its transition and physical climate risk exposure. For

instance, understanding the probability of extreme weather

events or water scarcity is crucial for the sustainability of the

business’ operations. The first phase of this project has

established initial, high-level, qualitative conclusions in 2022.

The development of climate scenarios is among the 11

recommendations of the TCFD. The purpose of this exercise

was to test the resilience of organizations’ preparedness against

different climate-related scenarios in terms of identifying

physical and transition risks and opportunities and their financial

impacts.

In line with the TCFD recommendations, ArcelorMittal has

developed a list of four scenarios, including a below 2°C

degrees and a 1.5°C degrees. Some of the scenarios selected

are externally designed, based on plausible assumptions or

TCFD recommendations, and others are customized publicly

available scenarios with some improved assumptions for greater

alignment with ArcelorMittal’s modelling and market

expectations.

Management report

The scenarios selected were the following:


	1.5C scenario	Central (base case) scenario	Stated Policies	High Emissions
Temperature by 2100	1.5°C	Below 2°C	>2°C	4.4°C
External reference scenarios	IEA NZE	IPCC SSP1-2.6 (Similarities with IEA SDS)	Similarities with IEA STEPS	IPCC SSP5-8.5
Selection Rationale	(1) Aligns with the TCFD recommendation to consider a 1.5°C scenario for the ‘2°C or lower’ scenario, (2) and is recognized by investors as an external, reputable scenario.	(1) Possible decarbonization path for the steel sector considering forward looking technology, market and policy developments, and (2) meets the TCFD recommendations for considering ‘2°C or lower’ scenario.	(1) Assesses performance in a context where decarbonization policies do not progress beyond current levels, and (2) incorporates other uncertainties such as energy security priorities.	(1) SSP5-8.5 is considered by the TCFD to be best- practice scenario to understand stressed exposure to plausible physical risks.
Description	Holds warming to approximately 1.5°C, aligned with the Paris Agreement. Advanced economies reach net zero in advance of others and the scenario accounts for SDGs. Global steel emissions fall to around 0.22Gt by 2050.	Below 2°C scenario, exploring regional variations in low-carbon policies. Europe, US and Canada are ahead of the decarbonization trend; China achieves carbon neutrality by 2060; India by 2070, Russia follows limited climate targets.	Scenario aligned with current policies, assuming limited additional policy support for decarbonization of the steel sector.	A high reference scenario with no additional climate policy – current CO2 levels double by 2050.
Used for physical risks/opportunities assessment	No	Yes	No	Yes
Used for transition risks/opportunities assessment	Yes	Yes	Yes	No

Scenario development is a milestone in the alignment of

ArcelorMittal’s climate strategy with the TCFD and has paved

the way for the identification of climate-related risks and

opportunities and sheds light on their implications on the

Company.

Reporting and disclosing the Group’s climate performance and

actions

Investor benchmarks and frameworks

The finance community is increasing its scrutiny of companies’

carbon emissions reduction commitments and performance,

with many investors seeking to align their portfolios with the

goals of the Paris Agreement, often using third-party ratings and

proxies in order to do so. These include the following:

Climate Action 100+

As a coalition of institutional investors, Climate Action 100+ has

developed an approach to assess the carbon performance of

companies in hard-to-abate sectors. ArcelorMittal has engaged

with the coalition since 2018. In March 2020, Climate Action

100+ released its Net-Zero Benchmark covering not only targets

but also strategy and capital allocation plans as well as policy

engagement. Over the two cycles of the benchmark published to

date, the Company has improved its alignment and is working

towards full alignment with the benchmark.

Climate Action 100+ Net-Zero Benchmark published in October

2022, with the Company’s own assessment.

Management report

4.ResponsibleSteel™

ResponsibleSteel™ is the steel industry’s first global multi-

stakeholder standard and certification initiative. ArcelorMittal is a

founding member and has played a pivotal role in establishing it.

In 2019, ResponsibleSteel™ published its first certification

standard for steelmaking sites based on 12 environmental,

social and governance principles. In 2021, ArcelorMittal plants in

Belgium, Germany and Luxembourg became the first sites

globally to become ResponsibleSteel™ certified. In 2022, the

Company also achieved certification at plants in Brazil, France,

Spain and Poland . Further sites in Europe, Brazil and NAFTA

have commenced the rigorous independent audit process.

ArcelorMittal's goal is to see steelmaking sites in 50% of

ArcelorMittal operating countries certified by 2025.

The Company was also actively engaged in a

ResponsibleSteel™ initiative launched in September 2022, to

create a ‘certified steel’ product standard (including responsible

sourcing and GHG emissions requirements) to complement the

existing ‘certified site’ standard.

Science-based Target initiative ("SBTi")

The Company has partnered with SBTi to develop a science-

based target setting methodology for steel companies and is a

member of the Expert Advisory Group ("EAG"). The aim is to

understand and implement the level of climate ambition required

for the sector to meet the 1.5°C goal of the Paris Agreement,

considering the constrains of its hard-to-abate processes and

the different steelmaking routes.

The partnership began in November 2021 led by SBTi, with the

Energy Transitions Commission ("ETC") as a technical partner.

The development of the guidance started with the analysis of

different models and scenarios, mainly IEA NZE and Mission

Possible Partnership’s Carbon Cost and Technology Moratorium

scenarios, and the allocated budget for the steel sector in each.

Management report

The process continued with the incorporation of steel specific

issues, such as projected demand by 2050, production routes

(primary/secondary) and the technology readiness level and

expected availability of the decarbonization options (CCS,

hydrogen, etc.). Finally, plausible pathways were incorporated

into science-based tools to ensure that all companies are

treated fairly and their collective ambition level would allow

society to stay within the 1.5 °C carbon budget estimated by UN

IPCC.

The draft guidance went through a public consultation process

between November 2022 – January 2023 and is expected to be

published in the second quarter of 2023.

The Center for Climate Aligned Finance ("CCAF")

CCAF aims to define collective agreement on how banks assess

steel companies’ decarbonization progress for use by the Net

Zero Banking Alliance. ArcelorMittal has liaised with CCAF on

certain aspects of the Net Zero Steel Pathway Methodology

Project ("NZSPMP") relating to the need to ensure that any

Paris Agreement aligned trajectory firstly considers the limits on

global scrap supplies and so drives the decarbonization of

primary steelmaking; and secondly draws a clear and consistent

boundary around the emissions considered.

CDP

Carbon Disclosure Project ("CDP") aims to provide investors

with a signal of the level of progress a Company has made in its

response to climate change and related aspects of sustainable

development on water and forestry, by rating a Company based

on its response to a detailed survey. The Company received an

A- score in the 2022 CDP Climate Change assessment and a B-

in the 2022 CDP Water assessment.

Reporting Scope 3 emissions

ArcelorMittal acknowledges that it must address Scope 3

emissions alongside value chain stakeholders to make

significant progress towards net-zero. The Company is working

to expand its coverage of and improve the quality of its Scope 3

data, with focus mainly on material upstream categories, with

the purpose of increasing the accuracy of its reporting and

understanding where the opportunities for emissions reduction

are. This involves engaging closely with upstream and

downstream supply chain stakeholders and transport networks

to work on a comprehensive and aligned approach to carbon

emissions across the complete value chain.

Requirement for supportive climate policies

Policy has a key supporting role to play in transitioning the

global economy to net-zero. Policy is required to address not

just the significant capital expenditure needed to transition to the

new zero carbon-emissions technologies, but also the

considerably higher operating costs associated with these

technologies in their early stages of implementation. Policy

instruments such as contracts for difference, used so effectively

in enabling the renewable energy industry to become

competitive, will play an important role in ensuring a level

playing field during the transition period. ArcelorMittal actively

and directly engages with policymakers and organizations that

advocate for the policies and conditions that will enable steel to

accelerate and achieve its net-zero transition globally while

remaining competitive. The Company believes that policy

instruments need to deliver five market conditions to ensure that

low and zero carbon-emissions steelmaking is at least as

competitive as higher carbon-emissions steel:

1.Measures to incentivize the transition to low and zero

carbon-emissions steelmaking.

2.A fair competitive landscape that accounts for the global

nature of the steel market, ensuring domestic production,

import and exports are subject to equivalent GHG reduction

regulations and incentives, such as a fairly and

internationally applied Emissions Trading Scheme ("ETS").

3.Financial support to innovate and make long-term

investments and neutralize the higher operating costs of

low and zero carbon-emissions steelmaking.

4.Access to sufficient clean energies at affordable price

levels.

5.Incentives to encourage the consumption of low and zero

carbon-emissions steel over higher carbon-emissions steel.

Working and collaborating with industry, civil society and

policymakers

The Company is committed to playing a leading part in the steel

industry’s role in decarbonization and clearly this means it

needs actively and directly to engage with the rest of the

industry, with public organizations, NGOs and policymakers.

Standards for low carbon emissions and responsibly sourced

steel are vital to ensuring steel is able to fulfil its potential to

underpin the transition to a circular low-carbon global economy.

Collaboration and partnerships are critical to this process to

drive positive change and to enhance understanding of differing

perspectives.

The Company has worked with numerous important initiatives

that gather key stakeholders to identify the main challenges and

requirements for the steel sector’s transition. These include the

Energy Transition Commission ("ETC"), World Economic Forum

and the Rocky Mountain Institute ("RMI") – all part of the

Mission Possible Partnership – as well as others involved in

driving progress, such as the International Energy Agency, the

Science-Based Targets Initiative, ResponsibleSteel and

UNIDO’s Industry Deep Initiative ("IDDI").

Management report

The Company joined its peers across the steel sector in the

NZSPMP, which published its recommendations in July 2021.

This work should accelerate progress not only for the Company

but also across the entire sector, by establishing a set of

principles that ensure that the carbon emissions and targets of

steel companies and the industry are assessed in a like-for-like

way.

The Company is also a member of the ETC which developed

two 1.5C scenarios for the steel sector. The Tech Moratorium

("TM") scenario approach confines investments to near-zero-

emissions technologies from 2030 onwards to reach net zero,

assuming steel assets switch to whichever technology offers the

lowest TCO at each major investment decision. In this scenario,

and in the absence of incentives to accelerate technology

adoption in the 2020s, lower-emissions technologies are initially

only built where they can compete on cost with the conventional

steelmaking process. On the other hand, the Carbon Cost

scenario illustrates a more rapid acceleration in the presence of

a global carbon price or equivalent. RMI’s Center for Climate

Aligned Finance has reflected both the TM scenario and many

of the NZSPMP principles in a mechanism which enables the

banking sector to assess the alignment of steel companies with

the 1.5C expectations for their sector. Beyond these initiatives,

ArcelorMittal is actively advocating the climate change

regulation agenda in relevant jurisdictions, also focusing on

developing significant traction between industry advocacy

platforms and governments in both Europe (for example via

Eurofer) and Canada. The Group intends to leverage these

experiences to advance its advocacy across other jurisdictions.

In January 2022, ArcelorMittal published its second Climate

Advocacy Alignment Report which maps the policy positions of

the 61 associations of which the Company is a member, against

the objectives of the Paris Agreement and the five policy

priorities outlined above. In addition, in January 2023 the

Company published the addendum to the Report.

In the report, the Company shares a summary of the results of

its assessment and it provides a breakdown by association.

Since the publication of the first report in 2020, the Company

has seen some significant progress in the positions of some key

trade associations, which are detailed in the report. The

Company has also strengthened its methodology, which has led

to some associations moving from the category of ‘aligned’ to

‘partially aligned’, and from ‘partially aligned’ to ‘misaligned’. The

Company continues to engage with associations to drive more

alignment with the goals of the Paris Agreement and encourage

their proactive contributions to the policy priorities identified.

Carbon performance

Below is the Company’s carbon performance in 2021.

Performance for 2022 will be published in the Integrated Annual

Review in April 2023.

1.These figures have been adjusted for structural changes to the ArcelorMittal portfolio in the previous 12 months, and reflect emissions and production for ArcelorMittal's site

portfolio as at December 2021 to enable a like for like annual comparison.

2.This indicator includes those emissions from purchased goods that a steelmaker would normally be expected to produce, such as coke, slabs, burnt lime in order to maintain a

consistent system boundary and so a like for like comparison.

Management report

ResponsibleSteelTM – underpinning improved ESG performance

ArcelorMittal started working with ResponsibleSteelTM in 2015 to

develop a credible platform for standards certification and

verification in the steel industry that went beyond existing cross-

sectoral technical accreditations such as the ISO 9001 quality

management system standard. The Company was looking for

an audit and verification system that also addressed

environmental management, climate change, biodiversity, health

and safety, energy, social, community, labor and other multi-

stakeholder considerations.

After much exhaustive preparatory work in the years since,

ResponsibleSteelTM now fully encompasses this broader ESG

perspective. As such, the business sees compliance with it as a

powerful pivot to the future of responsible, smarter and greener

steelmaking. Beyond this, the Company recognizes that

ResponsibleSteelTM supports a more integrated systems way of

thinking and interacting, breaking down silos, bringing teams

together to address issues and challenges, and building value in

its brand and products.

In the mining business, the Company is working in a very similar

way with IRMA, the Initiative for Responsible Mining Assurance,

to deliver the same credible validation for stakeholders, covering

the specific issues for the extractive and natural resource

sectors.

ResponsibleSteelTM certification

As mentioned above, ResponsibleSteelTM is the steel industry’s

first global multi-stakeholder standard and certification initiative.

ArcelorMittal is a founding member and has been involved from

the start in establishing and developing the initiative. The

initiative now involves over 100 members, including steel

producers, customers, NGOs, mining majors, financial

institutions and industry bodies.

In 2019, ResponsibleSteelTM published its first certification

standard for steelmaking sites based on 12 ESG principles.

Preparing for the rigorous audit process can take over a year

and involve self-assessment against more than 400

requirements. Members using the standard are able to reassure

customers and other stakeholders of the credibility of social and

environmental management of their steel operations.

In 2021, below-listed ArcelorMittal plants in Belgium, Germany

and Luxembourg became the first sites with global

ResponsibleSteelTM certification. In 2022, the Company also

achieved certification in Brazil, Spain, France and Poland.

–ArcelorMittal Belgium (Geel, Genk, Gent, and Liège)

–ArcelorMittal Belval and Differdange in Luxembourg

(Esch-Belval, Differdange and Rodange)

–Germany (ArcelorMittal Bremen and ArcelorMittal

Eisenhüttenstadt)

–ArcelorMittal España (Asturias, Etxebarri, Lesaka and

Sagunto)

–ArcelorMittal Méditerranée (Fos-sur-Mer and Saint-

Chély-d’Apcher) in France

–ArcelorMittal France, Cluster North (Dunkerque,

Mardyck, Desvres, Montataire, Florange, Mouzon,

Basse Indre)

–ArcelorMittal Poland

–Brazil (ArcelorMittal Tubarão, Monlevade)

Further sites in Europe, Brazil and NAFTA have commenced the

audit process. The Company’s short-term goal is to see

steelmaking sites in half of ArcelorMittal’s operating countries

being certified by 2025.

ArcelorMittal is keen to ensure customers recognize the

standards and credibility that the ResponsibleSteelTM

certification brings with it. The Company sees it as a major

differentiator, defining the quality, provenance and reduced

impacts of the steel coming from the business’ certified sites.

The next step is to take this differentiation into its product

portfolio. So the business has actively engaged in an initiative

by ResponsibleSteelTM to create a ‘Certified Steel’ standard that

would complement the existing ‘Certified Site’ standard. The

new requirements are intended to recognize and reward

companies that are committed to sourcing input materials

responsibly and reducing their carbon emissions. Throughout

2021 and 2022, ResponsibleSteelTM conducted extensive

consultation on the proposed ‘Certified Steel’ standard with

members and wider stakeholders. The final product standard

was released in September 2022.

The Company’s involvement with ResponsibleSteelTM, along

with certification for its sites, demonstrates its commitment to

going ‘beyond compliance’ and yields significant internal and

external benefits. It provides an advantage when competing for

market share and enhances relations with customers,

particularly in automotive, renewable energy and construction

industries. It also motivates and attracts employees – and

encourages collaboration between different teams across the

business.

Setting responsible mining standards with IRMA

Within its mining operations, the Company is pursuing the same

approach as with ResponsibleSteelTM through membership of

IRMA, the leading multi-stakeholder, standard-setting

organization focused on socially and environmentally

responsible mining, which is similarly recognized by several of

Management report

the business’ major customers, that have also joined the

initiative. The Company’s mining operations in Canada, Liberia,

Brazil, and Mexico have started the IRMA self-assessment

process and are working towards achieving the first level of the

certification pathway by end of 2025.

The Company also remains committed to the Mining Association

of Canada’s Towards Sustainable Mining ("TSM") initiative at its

mines in Canada. ArcelorMittal Mining Canada has implemented

TSM protocols since 2004 and is both TSM-assured and five-

star rated. The IRMA and TSM initiatives give the business high-

quality, rigorous assessment tools that help demonstrate how it

is managing social and environmental performance at its mines.

Both IRMA and TSM have been formally recognized by

ResponsibleSteelTM as meeting the criteria for its ‘certified steel’

responsible sourcing requirements released in 2022.

License to operate and engaging with stakeholders

ArcelorMittal is seeking to be at the forefront of ESG certification

in the steel and mining sectors. The commitment the Company

has made to working with ResponsibleSteelTM, IRMA and TSM

demonstrates its willingness to drive industry-wide standards

and solutions. The business realizes that achieving these

standards and gaining credible verification of them provides

assurance to its customers and stakeholders of its license to

operate, which reflects a change in mindset as to how the

Company views certification and compliance. It is about taking a

more outward-looking view of the business, how it interacts and

how it impacts the society around it. The Company’s license to

operate is not static at any one point in time; it needs to be

constantly improved and earned. Implementing world-class

standards of ESG has shown to improve key stakeholders’

perceptions of the business, including employees, customers,

communities, suppliers and investors. It is also helping the

Company to make better, long-term decisions and thereby build

and protect value for the future. As the business moves forward

with developing the processes needed to certify against

ResponsibleSteelTM and IRMA, the Company recognizes the

growing importance of maintaining a strong and open dialogue

with stakeholders to ensure appropriate consultation and

alignment of interests.

Building a responsible supply chain

The Company’s commitment to ESG covers the entire steel

supply chain. One of the benefits of being a vertically integrated

steelmaker is that the Company self supplies around two-thirds

of its own iron ore needs – allowing the ability to manage the

social and environmental performance at all of its mines.

The business works closely with suppliers of iron ore and other

raw materials that it purchases to support the wider adoption of

higher sustainability standards. To create a responsible value

chain, the Company aims to source raw materials from suppliers

whose policies and practices are aligned to the standards it

applies to itself. This means encouraging raw material suppliers

to work towards robust mining certification schemes – such as

IRMA and TSM – that are recognized by ResponsibleSteelTM.

To facilitate this process for suppliers, the Company revised its

Code for Responsible Sourcing (the "Code") to include explicit

references and targets relating to its commitment to

ResponsibleSteelTM, IRMA and other industry initiatives. The

Code was established in consultation with customers, suppliers,

peer companies and NGOs. It covers health and safety, human

rights, labor standards, business ethics and environmental

management. Every year, the Company assesses several of its

largest suppliers against the Code. It also asks suppliers to

complete self-assessment questionnaires, backed by supporting

evidence.

The Company may also conduct site visits to suppliers to

identify potential breaches of the Code and agree on a timeline

and process for mitigating them. Mitigation actions could include

engagement with the supplier to encourage them to commit to

certification, sharing support and knowledge to address specific

challenges or encouraging the supplier to join a wider initiative if

the issue is one that is endemic across the industry.

Any new suppliers are required to commit to the terms of the

Code and adopt practices in line with ResponsibleSteelTM or

equivalent standards.

The Company continues to carry out additional ESG risk

mapping and analysis and apply further layers of due diligence

based on OECD guidelines where the Code assessments

highlight areas of social and environmental concern. The

Company develops action plans where needed, and pays

particular attention to ‘conflict minerals’, such as tin and

tungsten, which are needed in small quantities for effective

steelmaking, and engages with suppliers over the ESG

concerns identified.

With the new ‘European Due Diligence Act’ and the German ‘Act

on Corporate Due Diligence in Supply Chains’’ the business is

reviewing its management systems, policies and standards to

ensure compliance with these new requirements.

5.Environment

ArcelorMittal takes its wider environmental responsibilities

seriously together with its climate change commitments. They

are part of a considerate, sustainable and circular approach to

business, aiming at mitigating the business’ impacts on nature

and the communities within which it operates. The Company

aims to be a trusted user of these precious resources to assure

its local communities and broader stakeholders that it is a

responsible, committed steward of the environment.

Management report

The urgent need for decarbonization, together with the huge

impact on people’s lives from COVID, have elicited a greater

public recognition of the value of the wider environment and

biodiversity, their importance to health and well-being, and

ultimately the preservation of the planet. This has continued to

bring sustainability and the environment right to the heart of the

Company, and to reflect this, during 2022 it has continued to

strengthen its overall environmental strategy, investment and

governance. In 2022, the IAC approved expected capital

expenditures totaling $488 million for 30 projects with

environmental benefits. More robust measurement and

monitoring have been put in place, and the Company is

developing comprehensive five-year environmental

improvement plans across the business, for all segments and

sites, that are integrated into their broader business plans,

including detailed time bound targets.

Strengthened Board and management oversight and

compliance

Globally, the regulatory backdrop to environmental compliance

in the steel industry is developing rapidly and becoming more

stringent. Environmental impacts such as that of air emissions

are coming under greater scrutiny as evidenced by the updated

air quality guidelines issued by the World Health Organization in

September 2021. With this in mind, in 2021, the Company

introduced several material changes to enhance its

environmental governance. To strengthen Board oversight,

increased time is now devoted to environmental matters via the

Board Sustainability Committee. At the executive level, the SDC

has increased focus on this critical area and can use this

information and feedback to guide site-level improvements and

make more informed decisions. At the executive team level, the

business has strengthened oversight of site-level environmental

performance to coordinate group efforts and compliance.

The Company’s environmental experts cover a diverse range of

fields and meet on a quarterly basis to share best practice and

discuss matters related to environmental governance. Each

quarter the network focuses on a particular issue for deeper

discussion and analysis.

The revised environmental policy of ArcelorMittal containing the

general guidelines decided by the general management which

are to govern all environmental aspects of the activities of

ArcelorMittal, has been launched and includes the following

principles:

•Compliance with all relevant environmental laws and

regulations, and other company commitments

•Implementation of environmental management

systems including ISO 14001 certification for all

production facilities

•Conducting environmental impact assessments for

major capital projects in accordance with good

international industry practice (irrespective of local

legal requirements)

•Continuous improvement in environmental

performance, taking advantage of systematic

monitoring and aiming at pollution prevention, and the

use of best available technology (BAT)

•Implementing a long-term GHG emissions reduction

strategy to achieve net zero

•Development, improvement and application of low

impact, environmental production methods taking

benefit of locally available raw materials

•Development and manufacture of environmentally

friendly products focusing on their use and subsequent

recycling

•Open communication and dialogue with all

stakeholders affected by ArcelorMittal’s operations

•Supplier and contractor awareness and respect of

ArcelorMittal’s environmental policy

•Employee commitment and responsibility in

environmental performance

•Respect protected areas and manage adverse impacts

on biodiversity and ecosystem services in accordance

with good international industry practice

•Efficient use of natural resources, raw materials,

energy, land and water

This policy should be used as the reference for developing local

or site-specific environmental policies for each operating

company and its sub-divisions. All actions of all Company

operations must respect these policy principles.

Five-year environmental plans established

The clearest demonstration of the Company’s strengthened

environmental commitment is its decision to require that all its

steel business units and their individual sites prepare five-year

environmental improvement plans. In addition to the compliance

and performance monitoring and reporting requirements, ducted

dust, SO2, and NOX have been selected initially as priority

environmental KPIs. The baseline year is 2018 and the plans

are required to include actions, projects, timelines and expected

emission reductions to be achieved by 2025 and then

subsequently 2030. Their importance is evidenced by the

requirement that they should be fully integral to each business’

broader strategic plans.

Management report

Environmental Impact Assessments (EIAs)

Environmental Impact Assessments (EIAs), which analyze

comprehensively the environmental impacts of a scheme,

project or program, are compulsory for all major industrial

developments internationally, and ArcelorMittal undertakes them

for any proposed new mine or plant, and sees them as an

inherent part of their feasibility assessment alongside their

financial performance and returns.

ArcelorMittal relies on this process to address relevant needs

and issues, including those perceived as being important by our

communities and public bodies, and affected groups, among

others. For example, the Company has undertaken a number of

EIAs for ArcelorMittal Liberia and the expansion project there to

evaluate potential environmental impacts and develop mitigation

plans.

Life Cycle Assessments (LCA) and Product Environmental

Performance

A Product Environmental Performance is a verified document

that communicates transparent and comparable information

about the life-cycle environmental impact of products, typically

from ‘cradle to grave’. The environmental impacts of products

are identified through a Life Cycle Assessment ("LCA") and

product environmental performance, for example, Environmental

Product Declaration, which seek to summarize and calibrate the

environmental impacts incurred in the manufacture of products,

during their use and right through to their end of life.

They are equally becoming a necessity for the specification and

validation of the Company’s products and services and allowing

customers to make informed purchasing decisions and choices.

Including them in the decision-making process of customers,

such as those in automotive or construction for example, allows

them to meet their decarbonization requirements and reduce

their overall environmental footprint.

They drive the business’ product development and allow internal

and external stakeholders to identify the areas of an end-to-end

product life cycle that bring the greatest potential opportunities

for additional value creation, including emissions reduction, cost

reduction, improved brand identity and increased market share.

ResponsibleSteelTM and IRMA compliance and certification

The business is underpinning its environmental (and social)

governance through the ResponsibleSteelTM and IRMA

certification processes helping its key steel and iron ore mining

sites to verify the robustness of their environmental and

stakeholder management systems. This approach provides

greater assurance to the business’ customers, stakeholders and

communities regarding issues that matter to them, both globally

and locally. The Company’s short-term goal is to see

steelmaking sites in half of ArcelorMittal’s operating countries

being ResponsibleSteelTM certified by 2025.

The Company has also established an Environmental

Compliance Methodology that covers the identification,

investigation and mitigation of environmental non-compliances

and associated risks. It is based on ISO 14001 and covers

environmental compliance at all steel and mining operations

across the Group, relating to air, water, soil, residues, noise,

permits, landfills, monitoring and reporting, among others. At

each site, the segment CEO is responsible for ensuring that the

site environmental manager or designated person implements

the methodology correctly. At the Group level, the corporate

environment team handles environmental compliance reporting

and is responsible for regularly reviewing and updating the

methodology as needed.

Reducing emissions to air

As a heavy industrial business, emissions to air remains one of

the Company’s most critical issues, especially for the employees

and communities in and around its operations. In line with its UN

SDG outcome 5, the Company aspires to be ‘a trusted user of

air’, which means not only being fully compliant with evolving

regulatory standards, but also listening to stakeholders and

being proactive in maintaining their trust.

The Company is making emissions to air a major part of its five-

year environmental plans for each business unit and site, with

detailed planned abatement of ducted dust, SO2 and NOX. A

wide range of capital expenditure investments have been

committed to in recent years aimed at reducing the business’

environmental emissions. At the same time, the Company is

running pilot programs to test the effectiveness of automated

monitoring equipment, aimed at giving better oversight of dust

emissions and ad hoc emission events, with the intention of

rolling this capability out across the priority sites.

Diffuse dust emissions are one of the subjects on which the

Group has the most dialogue with local stakeholders and it

continues to make significant environmental investments that

address air quality.

Air quality improvement projects, examples:

Fos-sur-Mer, France

Over the 10 years from 2010-2020, ArcelorMittal invested in an

extensive program of more than €100 million to significantly

reduce the environmental impacts. A range of environmental

protection projects were undertaken, including the

desulphurization of coke oven gases, dust removal at the steel

plant furnace, and low NOx burners on the slab furnace of the

hot strip mill.

Management report

As a result, over the 2010-2020 period, emissions from the Fos-

sur-Mer site were significantly reduced:

- 45% for sulfur dioxides and nitrogen dioxides,

- 70% for dust,

-79% for benzene and

-85% for dioxins.

In parallel with this €100 million program, the coking plant has

also benefited from a complete renovation of its 126 ovens – a

€150 million investment which has contributed to resolving

different problems, and particularly the non-conformance of the

benzene emissions at coke plant level. Since 2019 the coking

plant has been in full compliance on this issue.

In keeping with the ambition of ArcelorMittal’s sustainable

development outcome 5, to be a ‘trusted user of air, land and

water, ArcelorMittal Méditerranée (Fos-Sur-Mer and Saint-Chély

d'Apcher) has developed an environmental improvement

program that is designed not only to meet the requirements of

our permit, but also to respond to the rising expectations from

stakeholders. This program will further increase environmental

improvements with more than €50 million of investments

dedicated to better environmental protection over the 2021-2023

period, with a specific focus on water and dust emissions,

particularly in the vicinity of the sinter process.

The project currently underway is the installation of an

innovative air emissions filter at the sinter plant, covering an

area of 20,000 square meters, which will reduce dust emissions

by 40% and overall channeled dust emissions by 15%. The first

stage of this €20 million investment commenced commissioning

in July 2022.

Other projects are also underway including enhancing the

dedusting systems at the sinter plant with the first commissioned

early 2023, the construction of a new blast furnace gas storage

facility, the commissioning of a new charger at the coke plant,

and many other smaller projects.

To reduce the environmental impact of incidental emissions,

safety measures are implemented. The Fos-sur-Mer site made

an investment of €1.45 million at the coke plant to ensure

automatic ignition of 28 safety flares for combustion of coke

oven gas in the event of an incidental release, e.g. caused by a

power failure.

To create and maintain a close relationship with local

stakeholders, site management regularly meets local residents

to review results and explain environmental performance and

projects implemented.

Temirtau, Kazakhstan

Between 2011 and 2021, the ArcelorMittal Termirtau (AMT) site

has seen an investment of $240 million in environmental

projects such as de-dusting filters, the first two phases of the

ash pond extension, construction of a new chimney in the coke

shop along with battery repairs, BOF technology improvements,

a new dust extraction system in the mixer shop to reduce

fugitive emissions, and concrete covered areas for temporary

residue stock to prevent soil contamination.

The work to modernize AMT continues. In April 2021, the site

unveiled its integrated strategy for air and carbon emission

reduction. The strategy, which was revised in November 2021,

is expected to reduce dust, NOx and SOx as outlined in the

2020 MoU that AMT signed with the government of Kazakhstan.

It plans for an approximate 35% reduction of air emissions by

2025 and 52% reduction of air emissions by 2030 from base

year of 2018.

The emission reduction strategy is a subset of a larger

modernization program that AMT prepared and discussed with

the government. Consequently, AMT signed an MoU with the

government of Kazakhstan wherein it is planning to invest $3bn

in the next decade to upgrade the operation and its value chain.

As part of this unprecedented investment, AMT has committed

$800 million exclusively for environmental projects in the next 10

years. A 2025 strategy program recently developed by AMT is

expected to provide for the reductions in dust, NOx and SOx

emissions to exceed those outlined in the MoU.

The reductions will be achieved through several projects,

including the application of ArcelorMittal’s innovative hybrid filter

technology at the sinter machines (improving both dust and SOx

emissions), the upgrade of emission filters for power plant 1, the

construction of two new boilers for power plants 1 and 2, a new

coke gas cleaning plant, and the replacement of coal with

natural gas for our upstream and downstream facilities.

Safeguarding water resources

Water is a vital resource and ArcelorMittal aims to be

responsible in terms of both the amount the business consumes

and the quality of water that its sites discharge into the

environment. The Company’s work in this area is aligned with

the UN’s SDG 6 (“Clean water and sanitation”), with particular

reference to targets 6.3 (water recycling), 6.4 (water efficiency)

and 6.5 (water management). Its net water use, defined as the

difference between the water it withdraws and what it

discharges, is measured, monitored and managed at each site

by a dedicated team. It generally treats and recycles the same

intake of water repeatedly, losing it only through evaporation.

Unlike carbon emissions, which are a global challenge, water

use, availability and quality are more local issues, which require

the business to work closely with local municipal, water

Management report

authorities and communities. In pursuing these responsibilities,

the Company is investing significantly in innovative techniques

for water recovery, water treatment, establishing alternative

water sources and reduced energy usage.

In the mining operations, some sites recycle as much as 98% of

their water. For example, AMMC in Canada is building a water

treatment plant HS-2 at Mont-Wright which will treat heavy

metals before being released into the natural environment. This

project includes installing treatment units to control surface

effluents on waste rock piles. The investment for this plant has

been just over $52 million and is expected to be operational by

the end of the first quarter of 2023.

Newcastle, South Africa is investing $8 million in a storm water

treatment project by constructing a 460,000m3 stormwater

runoff dam and reducing the plant’s overall water demand. It will

include increased capacity stormwater interceptors integrated

with existing water treatment facilities. It is due for completion in

May 2023.

South-eastern Brazil underwent one of its worst droughts in four

decades in 2014. The drop in rainfall saw river levels fall so

severely that the government of the state of Espirito Santo

declared a state of emergency. In response, ArcelorMittal Brazil

developed a water master plan to deal with the water shortage.

ArcelorMittal Tubarão has constructed the largest sea water

desalination plant in Brazil. The plant, extending over 6,000m2,

provides an alternative source to freshwater from the Santa

Maria da Vitória River. The process consists of collecting sea

water and transforming it into industrial water using reverse

osmosis. The $13.4 million investment covers all the necessary

infrastructure to collect and filter sea water, desalinize it, and

then store and distribute the end product. The desalination plant

consumes around 4,3 kWh/m³ of energy, which is equivalent to

1% of energy generated by ArcelorMittal Tubarão itself. One of

the desalination plant’s differentiators is its modular

configuration. The first module is able to desalinate 500 m3 per

hour of seawater, enough to supply a community of 80,000

people per day, and additional modules may be added in the

future.

Protecting the land and communities around the Company’s

sites

The Company aims to practice prudent land use management in

the environments where it operates and protect local

communities from impacts during and following its operations. In

2021 and 2022, the business has increased its efforts regarding

tailings dam safety, reclamation and closure planning of mines,

and is also focusing attention on reducing the storage of waste

around its steel operations, including slag. It is aware that

increasing residue storage is creating potential future problems

in terms of both space and peripheral impacts, and therefore it is

pursuing ongoing initiatives to minimize reusable and recyclable

residues going to landfill and to minimize onsite storage.

Fundamental focus on tailings dam safety and impacts

Given recent history in the sector, ArcelorMittal has placed a

fundamental focus on the safety and impact of its tailings

storage and dams across the Group. It has developed a tailings

strategy based on the leading industry guidelines from the

Mining Association of Canada (MAC), the Canadian Dam

Association (CDA) and the Global Industry Standard for Tailings

Management (GISTM). The evolving governance model takes

into account the principles laid out in the GISTM and aims to

ensure that all group tailings facilities are structurally sound and

safe, with all efforts directed at minimizing risk, including

independent audits benchmarked against these international

guidelines.

The Company has 26 tailings storage facilities (TSFs) including

conventional, paste, dry-stack and in-pit facilities, of which 15

are active, ten are inactive and one is closed. To ensure the

safety of all of them, a formal review process is in place that

includes internal and external audits. The internal part is

conducted at the corporate level to assess compliance with

ArcelorMittal’s tailings management strategy standard. The

external audit and review include ‘engineer of record’

performance reviews and annual engineering inspections, in

addition to an independent technical review evaluation by a

panel of industry specialists. These are benchmarked against

international guidelines and are considered best practice.

The Company is also seeking continuous improvement in its

tailings management program to reduce exposure to risks

associated with conventional TSFs by using best available

technologies. This includes reducing the risk of existing

conventional operations by promoting reduced moisture

disposal methodologies, such as high-density thickened tailings

(paste) or filtered tailings where appropriate; and using latest

and proven new technologies, such as high-precision radar,

InSAR satellite monitoring and remote instrumentation to

monitor facilities globally in real time. The business is assessing

all its mining operations for transition in line with these principles

and developing customized design solutions for non-

conventional tailings system management. Tailings thickening

steps have been implemented in assets in Mexico, reduced

moisture disposal methodologies in Brazil and Canada, and

further studies are ongoing across a range of operations.

In compliance with the new resolution set by the Brazilian

National Mining Agency ("ANM") in February 2022, the

emergency level of the tailings dam located at Serra Azul Mine,

in Itatiaiuçu (MG), was changed to level 3. The change was due

to adjustments in ANM’s criteria to determine the emergency

level of mining dams.

Management report

This reclassification does not change the dam’s safety

conditions, which remain unchanged since February 2019, when

the Emergency Action Plan for Mining Dams ("PAEBM") was

established. The structure is not at risk and no additional safety

actions or new measures are required. The reclassification

therefore takes place in strict compliance with the new legal

criterion set by ANM. The dam has been idled since 2012 and

the structure is monitored 24/7 with daily updates being sent to

ANM. The engineering projects are being developed for the

construction of a downstream containment structure and for the

dam decommissioning. The construction of the check structure

is a legal requirement to start the dam decommissioning

process.

Since 2019, safety measures stricter than those required by

legislation have been adopted, including the relocation of

residents within the Self-Rescue Zone. The process of

reparation and compensation of the families affected has been

carried out in accordance with the Complementary Agreement

Term (CAT) established with the Public Prosecutor’s Office and

community.

Reducing waste storage and finding innovative uses for

residues

Circular processes apply to steelmaking itself, where there is

significant potential to close resource loops through innovative

redeployment of by-products. In line with the Company’s pursuit

of circular principles it is searching for innovative uses of slags,

dust and sludges. ArcelorMittal’s R&D team is looking at ways to

improve slag quality and find new applications for it.

The Company currently recycles most dust and sludges from

operations internally. With the help of an EU-funded project that

started in 2020, its researchers have been working on

agglomeration solutions that will allow the business to use these

materials as alternatives to natural resources. Recipes at pilot

plant scale to meet blast furnace requirements have been

validated and the plan is to conduct industrial trials in a blast

furnace to validate the solution in 2023.

Partnering to protect biodiversity

ArcelorMittal seeks to protect biodiversity in the environments

within which it operates, particularly through partnerships with

local environmental organizations and community groups to

preserve local flora and fauna. Limiting the area of land used,

reducing emissions and ensuring local water supply and quality

all contribute to reducing biodiversity impacts, but it is

recognized that the business’ involvement and work needs to go

beyond the boundaries of its sites and extend into engagement

with local communities and livelihoods.

Nature based solutions – the Biodiversity Conservation Program

(BCP) in Liberia

Perhaps the most challenging location for the Company in

protecting biodiversity is its Liberian mine in the Nimba region of

northern Liberia. Located to the east of its mining operations,

the Eastern Nimba mountain range extends from Liberia into

Guinea and the Ivory Coast, and is covered in moist, evergreen,

montane and secondary forests which are both protected by

Strict Nature Reserves such as the East Nimba Nature Reserve

(ENNR) in Liberia. Both it and the Western range have global

conservation value and are home to a remarkable diversity of

species and habitats, many of which are highly threatened. They

also include numerous restricted species, several of which occur

nowhere else in the world. Forest ecosystems are under severe

pressure from extractive industries, as are the livelihoods of

rural communities, which depend on bushmeat, charcoal,

firewood, medicinal plants and subsistence agriculture.

In 2011, AML launched the ‘BCP’ to compensate for biodiversity

impacts from its mining operations that could not be avoided,

minimized or restored. Designed to achieve a net gain for

biodiversity, the BCP is multidisciplinary in its approach, and

founded on the principle of nature-based solutions (NbS). NbS

involve working with nature to address societal challenges,

providing benefits for both human wellbeing and biodiversity.

The BCP scheme seeks to address multiple threats to

biodiversity, including underlying drivers of livelihood, insecurity

and unsustainable farming practices, and is designed to deliver

numerous benefits. The BCP is delivered at landscape scale,

focusing on the protection and management of a much larger

area than that of the direct footprint of the mining operations and

associated infrastructure. The main components include:

•improving the management of the ENNR and three

community forests

•negotiating and managing conservation agreements

with communities to reduce illegal activity and

deforestation through an incentive-based scheme

•promoting the uptake of sustainable agriculture to

improve productivity and food security

•education and awareness raising, wildlife assessments

and research

AML found that this multifaceted, collaborative approach is the

most effective way to create long-term change and protection.

So, it is working closely with Liberian government bodies like the

Forestry Development Authority (FDA), community forest

management organizations, and both international and local

NGOs such as Conservation International, Fauna & Floral

International, Agricultural Relief Services (ARS), Rural

Integrated Centre for Community Empowerment (RICCE) and

Management report

Forest Incomes for Environmental Sustainability (FIFES). As a

result, there are now conservation agreements and livelihood

programs in 13 communities in Nimba County. Currently, there

are no revenue streams or cost savings arising directly from the

business’ NbS activities; all are funded on balance sheet. Yet

long-term financial and funding arrangements are required if

activities and outcomes for biodiversity and communities are to

outlive the mining operation.

If long-term financial and funding arrangements are

implemented, there may be opportunities for forest carbon

projects to enable and incentivize forest conservation and

restoration and generate revenues from carbon credits. Working

in partnership with communities, sharing revenues and benefits

from carbon credit issuance, and ensuring local stakeholders

are compensated for the impact of reforestation and forest

protection, can strengthen the business case for NbS.

Following the memorandum of understanding signed with the

University of Monrovia in 2021 regarding collaborating on

biodiversity, the College of Agriculture and Forestry of University

of Liberia has launched a socio-economic assessment of the

AML’s BCP and the lowland/swamp soil assessment study. The

study covered ten communities within the AML’s concession.

Results of the study will be used to improve conservation

agriculture methods.

AML participated in the World Bank pilot study on NbS, led by

Fauna and Flora International and Vivid Economics. Drivers for

NbS include the mitigation, management and compensation of

residual effects of mining in the landscape, as well as induced

and cumulative effects; the importance of delivering and

securing intended biodiversity outcomes and co-benefits of

AML’s BCP beyond mine closure; and delivery of corporate

commitments including ArcelorMittal’s Group-wide commitment

to net zero (carbon) by 2050. The pilot focused on the potential

of AML’s BCP, which was launched in 2011 to compensate for

biodiversity impacts resulting from its mining operations that

could not be avoided, minimized or restored. The BCP focuses

on the protection and management of a much larger area than

the direct footprint of the mining operations and associated

infrastructure. It was originally designed to achieve a net gain for

biodiversity, be multidisciplinary in its approach and deliver

multiple benefits. It is therefore an example of an NbS with

potential and there is now a need for improved and expanded

delivery and the evolution of the program.

All these initiatives are designed to achieve net gain for

biodiversity and have the potential to yield benefits that go

beyond net gain requirements for specific species and habitat

types.

Responsible stewardship

Part of the Company’s license to operate in communities around

the world depends on its responsible use of natural resources.

There is a diversity of habitats where ArcelorMittal’s operations

are located, including rare dune and swale in Indiana, a

protected wildlife refuge in and adjacent to the Lázaro Cárdenas

facility in Mexico, and designated wetlands in Alabama, to name

a few. The Company’s work and responsible stewardship of

these sites is critical to the surrounding communities.

In September of 2021, the blazing star borer moth was

discovered and photographed for the first time at the

ArcelorMittal Research and Development’s piece of pristine

prairie in East Chicago, Indiana site. The blazing star borer

(Papaipema beeriana) is a rare, prairie dependent moth found in

the Midwestern United States. The species are only found in

remnant (unplowed) prairie grasslands, which is the most

endangered of all ecosystems on the planet. Less than 1%

remains, making the seven acres of remnant prairie found at the

Research and Development Center a valuable refuge for native

plants and animals. It is likely that more prairie-dependent insect

species will be found in the future.

The American Bumble Bee (Bombus pensylvanicus) has also

been spotted and photographed at the restored dune and swale

habitat in East Chicago. Up until 2002, this was the most

common US bumble bee, found in 47 states. After declining by

almost 90% in the past twenty years it is now gone from large

parts of its former range. Currently it is being considered for

endangered species status by the U.S. Fish and Wildlife

Service. The bees pollinate wild onion at the R&D prairie, giving

them a restored native habitat in which to thrive.

ArcelorMittal Bremen has entered into a collaboration with the

association Mensch.Natur.Landwirtschaft

(Human.Nature.Agriculture) and has sown flowering meadows

on various areas of its premises. With a total area of 20,000

square meters the seed mixture applied contains only plant

species that are typical to wildflower meadows in Northern

Germany. The flowering meadows provide home and food for

numerous species of insects, which in turn can serve as food for

various bird species.

Legacy sites are also a focus for responsible stewardship.

ArcelorMittal Luxembourg closed its iron ore mines many years

ago in the Grand Duchy, but these underground spaces have

since been regenerated. A collaboration between the

ArcelorMittal Real Estate department and the Nature and

Forestry Administration has led to an increase in biodiversity.

The presence of the Great Rhinolophus bat, an extremely rare

species in Luxembourg and protected at national and European

level, has been observed at the Giele Botter former mine site,

which is also a Natura 2000 classified area.

Management report

ArcelorMittal BioFlorestas produces and distributes charcoal

from renewable eucalyptus forests. Based in the state of Minas

Gerais, covering 16 municipalities, and distributed in five

administrative regions, it has an area of 100,000 hectares of

planted eucalyptus forests and 40,000 hectares of permanent

preservation and legal reserve. It is a leader in the adoption of

sustainable management models focused on socio-

environmental responsibility and has an effective presence in

the communities where it operates. BioFlorestas is certified by

international standards such as the FSC (Forest Stewardship

Council) for planting, forestry development, harvesting and

charcoal production. Its Forestry Research and Improvement

Center includes a study of forest genetic improvement with the

objective of obtaining genetically superior seeds, pollens and

grafts.

6.Engaging with communities

ArcelorMittal plays an important, often vital, role in the local

communities around its operations. As a group it is committed to

making a positive contribution by creating economic and social

value, through employment, procurement, taxation, sustainable

development initiatives, stewardship of the environment and

respect for human rights. The business wants its employees,

their families and local communities to thrive, and in order to

achieve this, it is committed to engaging, listening and

responding with a constructive partnership approach.

In this digital age the Company is under ever greater scrutiny in

a way that has previously not been possible. Communities are

better connected, and their expectations, together with those of

wider stakeholders, are rising, such that the business must

engage more proactively to demonstrate the value it creates and

earn its trust and license to operate every day. This means

having open, two-way dialogue about challenges and concerns,

and discussing ways to respond balancing the financial

demands of business with the building of social capital.

The Company’s community engagement work is driven largely

by local community relations teams, which are best placed to

understand the needs of those who live near its operations.

Assessing material issues for communities and stakeholders

To better understand the key issues that should drive the

Company’s engagement, the Company undertook a stakeholder

double materiality assessment during 2021, which included

social and community criteria that influence the business’

license to operate. Read more in the "Sustainable Development

governance" section above.

Working with stakeholders

The audit and dialogue processes the Company goes through in

pursuit of site certification for ResponsibleSteelTM involves its

steelmaking sites to comprehensively deepen their engagement

with local communities and wider stakeholders. This involves

gaining a more comprehensive external view of their

expectations of the site, and then seeking to align plans and

targets accordingly. As each site goes through the audit

process, this drives new levels of engagement and insight that

continue to improve the sites’ stakeholder relationships in a

mutually positive way. Retention of the ResponsibleSteelTM site

certification will require the Company to continuously improve

this dialogue. Likewise, greater levels of engagement are

encouraged by the IRMA certification programs for the

Company’s iron ore mining sites.

The Group continues to review and update its policies to ensure

that they are fully aligned with good international industry

practice, and that sites are well prepared to go through the

certification process.

The ResponsibleSteelTM audit process at Fos-sur-Mer

The initial decision to pursue a ResponsibleSteelTM certification

was taken at the end of 2019 just before the onset of the Covid

crisis. It was seen as an opportunity to accelerate and enhance

the business’ environmental and social responsibility

commitments together with its community and stakeholder

engagement. The process and benefits of the audits may be

summarized as follows:

•The audit focused on the site’s relationships with its

external stakeholders, such as local elected officials,

public inspection authorities, industry associations,

NGOs as well as customers, suppliers and employees;

•The process sought to align the expectations of each

stakeholder group with the site’s own position and

plans, and developed a detailed stakeholder

engagement program, along with a comprehensive

social management system monitored by the

management committee;

•The certification audit team carried out an intensive

audit covering nine production departments and

conducted detailed interviews with employees,

suppliers and local stakeholders; and

•Action plans were developed to address minor non-

conformities that were identified during the audit prior

to achieving final certification.

An additional benefit of the whole process was that it fostered

the involvement of the business’ management and employees

towards the site’s broader sustainability plans and targets.

Towards a Just Transition

As a result of decarbonization, the steel industry will undergo a

transformation over the next two decades unparalleled since the

19th century, with many aspects of industrial activity along the

value chain significantly changing. The need to understand and

Management report

address the social impacts of these changes was included in the

text of the Paris Agreement at COP21 in 2015 and by the

declaration on the Just Transition signed by 40 nations at the

UK Climate Change Conference in Glasgow in 2021 (COP 26).

A Just Transition aims at ensuring environmental sustainability

together with safe, decent, inclusive work and quality of life for

all. Companies are expected to play a key role by holding social

dialogue with key stakeholders (e.g. workers, customers,

suppliers, communities, government and investors etc.) and

setting clear, time-bound and company-wide commitments and

action plans for achieving this transition in a responsible and

caring manner. For ArcelorMittal it means that the business

needs to explore the social implications of the transition by

mapping the potential social impacts and requirements, such as

skills, not only in its own operations, but also in the transformed

supply chains. This should also help the business prepare for

the required policy discussions with governments and other

stakeholders on what is needed to decarbonize successfully.

As the Company plans for the transition of each of its

steelmaking sites, it is developing a Just Transition framework

aligned with Paris Agreement and adhering to International

Labour Organisation Just Transition Guidelines and other

mandatory disclosure frameworks (i.e., Climate Action 100+,

ResponsibleSteel, IRMA, World Benchmarking Alliance,

forthcoming EU CSRD). The framework sets out:

1.What the Just Transition means to ArcelorMittal;

2.The Company’s Just Transition principles;

3.An asset level methodology to help manage the Just

Transition Framework implementation at asset/plant

level; and

4.Overarching governance to monitor and measure

progress.

Working with the Product Social Impact Assessment Association

As part of its ongoing engagement, the Company is increasingly

also accounting for the impact of its products on communities.

For many years, it has partnered with the Product Social Impact

Assessment Association to integrate community concerns into

future product plans. This work has included four stakeholder

groups – workers, local communities, users and smallholders –

and assesses human rights, discrimination, benefit of products

and other social topics.

Building on community outreach

The concerns felt by communities around the ArcelorMittal

operations can be very specific to their locality, and range

across employment, skills, social development, human rights,

health, safety and the environment. The Company’s community

outreach work is driven largely by local teams, which are best

placed to understand the needs of those who live near its

operations.

Skills and vocational training in Liberia

Since 2017, the Group’s Vocational Training Centre in Liberia

has helped local young people to develop vocational skills to

provide them with opportunities that otherwise they would not

have.

In 2021-2022, 96 apprentices graduated from the three-year

residential program.

The Company also launched a training and development

program for high-potential Liberian employees who will gain

work experience and knowledge in ArcelorMittal Mining

operations globally. The employees will receive advanced

training in the fields of mining production, operation optimization,

plant maintenance, planning and execution, plant electrical

operation systems, and electrical maintenance.

Developing STEM skills in local communities

Alongside responding to communities’ needs and concerns, the

Company’s community investment strategy focuses on

developing skills in science, technology, engineering and

mathematics (“STEM"). This reflects the important role that

scientists and engineers will play in building a sustainable future

for society at large, the steel industry and the Company. The

strategy is delivered in many ways: from providing teaching aids

and technological support, to inviting students to steel plants,

and developing long-term partnerships with leading academic

organizations around the world.

In many countries where the Company operates, there is a

substantial gap between training in Science, Technology,

Engineering and Mathematics (STEM) disciplines and the

demand from companies for STEM trained graduates.

While the percentage of STEM profiles required by industry

continues to grow strongly, the number of enrollments in

technical or scientific careers has reduced. As the steel industry

becomes more technical, this gap is expected to grow. The new

wave of skills required spans fields such as life cycle analysis,

robotics, data analytics, nanotechnologies, circular economy,

and 3D metallurgy, all of which are also rapidly evolving.

As an example, to address these gaps and create a talented

pool of scientists and engineers who will play a critical role in

building a sustainable future for society, ArcelorMittal Spain has

invested 45% of its total budget in community investments

dedicated to strengthening STEM training for students. This

involves a number of initiatives:

a.Scholarships - Recognition for students for their final

degree projects and best projects focused on the steel

industry.

Management report

b.Industry immersion programs - Programs offering visits

by Secondary and University Education students to

plants to visualize the work environment of the future.

c.Training practices in industrial environments - In most

of the Company's plants in Spain, a mixed program is

deployed that includes internships for university

students and adherence to Dual Professional Training.

d.Incentives to continue higher technical and scientific

studies - This includes a local Investment Plan of

donations to improve the equipment in vocational

training centers allowing for more in-depth technical

studies and encouraging the transition from

professional studies to university, enabling a

continuation of technical and scientific careers.

The gap between STEM graduates and industry demand is

especially pronounced among the female population with

enrollment for technical careers decreasing by 40% among

women. The incorporation of young people, and especially

women, to this field of study is a priority to successfully

accompany the digital transformation and reduce the gap

between STEM training and professional demand.

In Kazakhstan, in 2021, as part of the STEM corporate

responsibility program, 899 students completed an industrial

and undergraduate internship in the Steel Division, 426 students

in the Coal Division and 168 students in the Iron Ore Division.

The Company regularly takes part in the Foundation Boards of

regional colleges to provide cooperation and support. Last year,

the company completed a Mutual Cooperation Memorandum

with Karaganda Technical University NJSC and Karaganda

Industrial University NJSC, covering the training of competitive

specialists, retraining, advanced training, research activities,

professional certification and certification of personnel in the

mining and steel making industries.

Also, within the framework of cooperation with educational

institutions and training of qualified personnel, the dual training

initiative was continued for college students at the following

establishments: Shakhtinsk Technological College MSOPE,

Karaganda Higher Polytechnic College MSOPE, Lisakovsky

Technical College MSOPE, Karazhal Mining and Technical

College MPI, Stepnogorsk Mining Engineering College MSOPE,

Boarding School-College MPI, and Temirtau Higher Polytechnic

College MSOPE. Last year, more than 250 dual study

agreements were concluded for groups of students in various

specialties.

Supporting colleagues and communities in Ukraine

The people of the Ukraine have continued to acutely suffer from

the violence, deprivation, fear and uncertainty created by the

war that has been inflicted on them since February 2022.

Millions of citizens have fled away from the war zones, seeking

help and support in neighboring countries. Amongst these are

hundreds of ArcelorMittal Ukraine colleagues or their families.

Many of these refugees have ended up in make-shift camps in

the neighboring countries, or they were offered temporary

residence by locals. The Company and Board are grateful to

ArcelorMittal Poland colleagues who immediately made

themselves available to coordinate the arrival of their Ukrainian

colleagues, showing great compassion, solidarity and humanity.

Early in the war, ArcelorMittal launched an urgent appeal to

colleagues from across Europe to host Company refugees

where possible, supported by funding and logistical assistance

from the Group. A matched charitable funding program, through

which every donation by an ArcelorMittal employee, was equally

matched by the Company. The funds raised have been

employed to support NGO’s in the region in scaling up efforts to

reach vulnerable children and families affected by the conflict,

with essential services including health, education, protection,

water and sanitation.

The Board and management are deeply concerned about the

ongoing situation in the country and will endeavor to support its

people and local communities affected in whatever way it can.

Management report

Products

Information regarding segment sales by geographic area and

sales by type of products can be found in note 3 to

ArcelorMittal’s consolidated financial statements.

ArcelorMittal has a high degree of product diversification relative

to other steel companies. Its plants manufacture a broad range

of finished and semi-finished steel products with different

specifications, including many complex and highly technical and

sophisticated products that it sells to demanding customers for

use in high-end applications.

ArcelorMittal’s principal steel products include:

•semi-finished flat products such as slabs;

•finished flat products such as plates, hot- and cold-

rolled coils and sheets, hot-dipped and electro-

galvanized coils and sheets, tinplate and color coated

coils and sheets;

•semi-finished long products such as blooms and billets;

•finished long products such as bars, wire-rods,

structural sections, rails, sheet piles and wire-products;

and

•seamless and welded pipes and tubes.

ArcelorMittal’s main mining products include:

•iron ore lump, fines, concentrate, pellets and sinter

feed; and

•coking and PCI coal.

Steel-making process

Historically, primary steel producers have been divided into

“integrated” and “mini-mill” producers. Over the past few

decades, a third type of steel producer has emerged that

combines the strengths of both the integrated and the mini-mill

processes. These producers are referred to as “integrated mini-

mill producers”.

Integrated steel-making

In integrated steel production, coal is converted to coke in a

coke oven, and then combined in a blast furnace with iron ore

and fluxes to produce hot metal. This is then combined with

scrap in a converter, which is mainly a basic oxygen, to produce

raw or liquid steel. Once produced, the liquid steel is

metallurgically refined and then transported to a continuous

caster for casting into a slab, bloom or billet or cast directly as

ingots. The cast steel is then further shaped or rolled into its

final form. Various finishing or coating processes may follow this

casting and rolling. Recent modernization efforts by integrated

steel producers have focused on cutting costs through

eliminating unnecessary production steps, reducing manning

levels through automation, and decreasing waste generation.

Integrated mills are substantially dependent upon iron ore and

coking coal which, due to supply and demand imbalances,

shortening of contract durations and the linkage between

contract prices and spot prices, have been characterized by

price volatility in recent years.

Mini-mills

A mini-mill employs an electric arc furnace to directly melt scrap

and/or scrap substitutes such as direct reduced iron, thus

entirely replacing all of the steps up to and including the energy-

intensive blast furnace. A mini-mill incorporates the melt shop,

ladle metallurgical station, casting, and rolling into a unified

continuous flow. Mini-mills are generally characterized by lower

costs of production and higher productivity than integrated steel-

makers. These attributes are due in part to the lower capital

costs and lower operating costs resulting from the streamlined

melting process and the more efficient plant layouts of mini-mills

and lower manpower. The quality of steel produced by mini-mills

is primarily limited by the quality of the metallic raw materials

used in liquid steel-making, which in turn is affected by the

limited availability of high-quality scrap or virgin ore-based

metallics for use in the electric arc furnaces. Mini-mills are

substantially dependent on scrap, which has been characterized

by price volatility in recent years, and the cost of electricity.

Integrated mini-mills

Integrated mini-mills are mini-mills that produce their own

metallic raw materials consisting of high-quality scrap

substitutes, such as direct reduced iron. Unlike most mini-mills,

integrated mini-mills are able to produce steel with the quality of

an integrated producer, since scrap substitutes, such as direct

reduced iron, are derived from virgin iron ore, which has fewer

impurities. The internal production of scrap substitutes as the

primary metallic feedstock provides integrated mini-mills with a

competitive advantage over traditional scrap-based mini-mills by

insulating the integrated mini-mills from their dependence on

scrap, which continues to be subject to price volatility. The

internal production of metallic feedstock also enables integrated

mini-mills to reduce handling and transportation costs. The high

percentage use of scrap substitutes such as direct reduced iron

also allows the integrated mini-mills to take advantage of

periods of low scrap prices by procuring a wide variety of lower-

cost scrap grades, which can be blended with the higher-purity

direct reduced iron charge. Integrated mini-mills are

substantially dependent upon iron ore which, due to supply and

demand imbalances, shortening of contract durations and the

linkage between contract prices and spot prices, have been

characterized by price volatility in recent years. In addition,

because the production of direct reduced iron involves the use

of significant amounts of natural gas, integrated mini-mills are

more sensitive to the price of natural gas also than are mini-mills

using scrap.

Management report

Key steel products

Steel-makers primarily produce two types of steel products: flat

products and long products. Flat products, such as sheet or

plate, are produced from slabs. Long products, such as bars,

rods and structural shapes, are rolled from blooms and/or billets.

Flat products

Slab. A slab is a semi-finished steel product obtained by the

continuous casting of steel or rolling ingots on a rolling mill and

cutting them into various lengths. A slab has a rectangular

cross-section and is used as a starting material in the production

process of other flat products (e.g., hot-rolled sheet, plates).

Slabs are typically between 200 and 250mm thick.

Hot-rolled sheet. Hot-rolled sheet is minimally processed steel

that is used in the manufacture of various non-surface critical

applications, such as automobile suspension arms, frames,

wheels, and other unexposed parts in auto and truck bodies,

agricultural equipment, construction products, machinery,

tubing, pipe and guard rails. All flat-rolled steel sheet is initially

hot-rolled, a process that consists of passing a cast slab through

a multi-stand rolling mill to reduce its thickness to typically

between 2 and 25 millimeters, depending on the final product.

Flat-rolled steel sheet that has been wound is referred to as

“coiled”. Alternatively, hot-rolled sheet can be produced using

the thin slab casting and rolling process, where the hot-rolled

sheet thickness produced can be less than one millimeter. This

process is generally used in a flat products mini-mill, but some

integrated examples exist as well.

Cold-rolled sheet. Cold-rolled sheet is hot-rolled sheet that has

been further processed through a pickle line, which is an acid

bath that removes scaling from steel’s surface, and then

successively passed through a rolling mill without reheating until

the desired gauge, or thickness, and other physical properties

have been achieved. Cold-rolling reduces gauge and hardens

the steel and, when further processed through an annealing

furnace and a temper mill, improves uniformity, ductility and

formability. Cold-rolling can also impart various surface finishes

and textures. Cold-rolled steel is used in applications that

demand higher surface quality or finish, such as exposed

automobile and appliance panels. As a result, the prices of cold-

rolled sheet are higher than the prices of hot-rolled sheet.

Typically, cold-rolled sheet is coated or painted prior to sale to

an end-user.

Coated sheet. Coated sheet is generally cold-rolled steel that

has been coated with zinc, aluminum or a combination thereof

to render it corrosion-resistant and to improve its paintability.

Hot-dipped galvanized, electro-galvanized and aluminized

products are types of coated sheet. These are also the highest

value-added sheet products because they require the greatest

degree of processing and tend to have the strictest quality

requirements. Coated sheet is used for many applications, often

where exposed to the elements, such as automobile exteriors,

major household appliances, roofing and siding, heating and air

conditioning equipment, air ducts and switch boxes, as well as

in certain packaging applications, such as food containers.

Plates. Plates are produced by hot-rolling either reheated slabs

or ingots. The principal end uses for plates include various

structural products such as for bridge construction, storage

vessels, tanks, shipbuilding, line pipe, industrial machinery and

equipment.

Tinplate. Tinplate is a light-gauge, cold-rolled, low-carbon steel

usually coated with a micro-thin layer of tin. Tinplate is usually

between 0.14 millimeters and 0.84 millimeters thick and offers

particular advantages for packaging, such as strength,

workability, corrosion resistance, weldability and ease in

decoration. Food and general line steel containers are made

from tinplate.

Electrical steels. There are two principal types of electrical steel:

non-grain oriented fully processed steels and non-grain oriented

semi-processed steels. Non-grain oriented fully processed

steels are iron-silicon alloys with varying silicon contents and

have similar magnetic properties in all directions in the plane of

the sheet. They are principally used for motors, generators,

alternators, ballasts, small transformers and a variety of other

electromagnetic applications. A wide range of products,

including a newly developed thin gauge material for high

frequency applications, are available. Non-grain oriented semi-

processed steels are largely non-silicon alloys sold in the not

finally annealed condition to enhance punchability. Low power

loss and good permeability properties are developed after final

annealing of the laminations.

Long products

Billets/Blooms. Billets and blooms are semi-finished steel

products. Billets generally have square cross-sections up to 180

millimeters by 180 millimeters, and blooms generally have

square or rectangular cross-sections greater than 180

millimeters by 180 millimeters. These products are either

continuously cast or rolled from ingots and are used for further

processing by rolling to produce finished products like bars, wire

rod and sections.

Bars. Bars are long steel products that are rolled from billets.

Merchant bar and reinforcing bar (rebar) are two common

categories of bars. Merchant bars include rounds, flats, angles,

squares, and channels that are used by fabricators to

manufacture a wide variety of products such as furniture, stair

railings, and farm equipment. Rebar is used to strengthen

concrete in highways, bridges and buildings.

Special bar quality (“SBQ”) steel. SBQ steel is the highest

quality steel long product and is typically used in safety-critical

Management report

applications by manufacturers of engineered products. SBQ

steel must meet specific applications’ needs for strength,

toughness, fatigue life and other engineering parameters. SBQ

steel is the only bar product that typically requires customer

qualification and is generally sold under contract to long-term

customers. End-markets are principally the automotive, heavy

truck and agricultural sectors, and products made with SBQ

steel include axles, crankshafts, transmission gears, bearings

and seamless tubes.

Wire rods. Wire rod is ring-shaped coiled steel with diameters

ranging from 5.5 to 42 millimeters. Wire rod is used in the

automotive, construction, welding and engineering sectors.

Wire products. Wire products include a broad range of products

produced by cold reducing wire rod through a series of dies to

improve surface finish, dimensional accuracy and physical

properties. Wire products are used in a variety of applications

such as fasteners, springs, concrete wire, electrical conductors

and structural cables.

Structural sections. Structural sections or shapes are the

general terms for rolled flanged shapes with at least one

dimension of their cross-section of 80 millimeters or greater.

They are produced in a rolling mill from reheated blooms or

billets. Structural sections include wide-flange beams, bearing

piles, channels, angles and tees. They are used mainly in the

construction industry and in many other structural applications.

Rails. Rails are hot-rolled from a reheated bloom. They are used

mainly for railway rails but they also have many industrial

applications, including rails for construction cranes.

Seamless tubes. Seamless tubes have outer dimensions of

approximately 25 millimeters to 508 millimeters. They are

produced by piercing solid steel cylinders in a forging operation

in which the metal is worked from both the inside and outside.

The final product is a tube with uniform properties from the

surface through the wall and from one end to the other.

Steel sheet piles. Steel sheet piles are hot rolled products used

in civil engineering for permanent and temporary retaining

structures. Main applications are the construction of quay walls,

jetties, breakwaters, locks and dams, river reinforcement and

channel embankments, as well as bridge abutments and

underpasses. Temporary structures like river cofferdams are

made with steel sheet piles. A special combination of H beams

and steel sheet piles are sometimes used for the construction of

large container terminals and similar port structures.

Welded pipes and tubes. Welded pipes and tubes are

manufactured from steel sheet that is bent into a cylinder and

welded either longitudinally or helically.

Mining products

ArcelorMittal’s principal mining products for steel operations

include iron ore and metallurgical coal.

ArcelorMittal’s mining and raw materials supply strategy

consists of:

•Acquiring and expanding production of raw materials,

in particular iron ore, coal and manufacturing refractory

products and developing diverse third-party customer

relationships;

•Exploiting its global purchasing reach, pursuing the

lowest unit price available based on the principles of

total cost of ownership and value-in-use through

aggregated purchasing, supply chain and consumption

optimization; and

•Leveraging local and low cost advantages on a global

scale.

ArcelorMittal’s priority is to optimize output and production from

its existing sources focused mainly on iron ore. Iron ore and

metallurgical coal are its two most important inputs in the iron-

making process.

ArcelorMittal is a party to contracts with other mining companies

that provide long-term, stable sources of raw materials. The

Company's largest iron ore supply contracts with Vale were

renewed in March 2023 for the unit in Brazil for the period

2022-2024, while for other units a renewal process is currently

ongoing for the same period. ArcelorMittal's principal

international iron ore suppliers include Vale in Brazil, Anglo-

American (Sishen in South Africa and Minas Rio in Brazil),

Luossavaara-Kirunavaara AB in Sweden, IOC (Rio Tinto Ltd.)

and Baffinland Iron Mines Corporation ("Baffinland") in Canada.

ArcelorMittal’s principal coal suppliers include the BHP Billiton

Mitsubishi Alliance (“BMA”), Rio Tinto, Anglo Coal, Glencore in

Australia, Contura and Warrior in the United States, Teck Coal in

Canada, and JSW in Poland.

ArcelorMittal believes that its portfolio of mining assets and long-

term supply contracts can play an important role in preventing

disruptions in the production process. (see “Operating and

financial review—Key factors affecting results of operations—

Raw materials”).

Iron ore

ArcelorMittal sources significant portions of its iron ore needs

from its own mines in Kazakhstan, Ukraine, Bosnia, Canada,

Mexico, Liberia and Brazil. Several of ArcelorMittal’s steel plants

also have in place off-take arrangements with suppliers located

near its production facilities.

Management report

For further information on Mining segment iron ore production,

see “Operating and financial review—Operating results”. For

further information on each of ArcelorMittal’s principal iron ore

mining operations including total mining production of iron ore

and coal, see “Properties and capital expenditures—Property,

plant and equipment” and "Properties and capital expenditures

—Property, plant and equipment— Reserves and resources

(iron ore and coal)".

Metallurgical coal

As with iron ore, ArcelorMittal sources a percentage of its

metallurgical coal from its own coal mines in Kazakhstan. The

Company’s mines in Kazakhstan supply substantially all of its

requirements for its steelmaking operations at ArcelorMittal

Temirtau.

For further information on metallurgical coal mining production,

see "—Property, plant and equipment— Reserves and

resources (iron ore and coal)".

Other raw materials and energy

Metallics (scrap)

ArcelorMittal procures the majority of its scrap requirements

locally and regionally, optimizing transport costs. Typically, scrap

purchases are made in the spot market on a monthly/weekly

basis or with short-term contracts.

Alloys

ArcelorMittal purchases its requirements of bulk and noble

alloys from a number of global, regional and local suppliers on

contracts that are linked to generally-accepted indices or

negotiated on a quarterly basis.

Base metals

The majority of the Company’s base metal needs, including

zinc, tin, aluminum and nickel are purchased under annual

volume contracts. Pricing is based on the market-accepted

indices. Material is sourced from both local and global

producers.

Electricity

ArcelorMittal generally procures its electricity through tariff-

based systems in regulated areas such as parts of the United

States and South Africa, through direct access to markets in

most of its European mills or through bilateral contracts

elsewhere. The duration of these contracts varies significantly

depending on the area and type of arrangement.

For integrated steel mills, plant off-gases from various process

steps are utilized to generate a significant portion of the plant’s

electricity requirements and lower the purchase volumes from

the grid. This is either produced by the plant itself or with a

partner in the form of a co-generation contract.

Natural gas

ArcelorMittal procures much of its natural gas requirements for

its Canadian and Mexican operations from the natural gas spot

market or through short-term contracts entered into with local

suppliers, with prices fixed either by contract or tariff-based spot

market prices. For its European and Ukrainian operations, with a

contractual mix of “all-in” bilateral supply and direct access to

the market, ArcelorMittal sources its natural gas requirements

under the prevailing mix of oil-based pricing systems or

European short term/spot-indexed supply contracts. The

remainder of ArcelorMittal’s natural gas consumption is

generally sourced from regulated markets.

Industrial gases

Most of ArcelorMittal’s industrial gas requirements are produced

and supplied under long-term contracts with various suppliers in

different geographical regions.

Coke

ArcelorMittal has its own coke-making facilities at most of its

integrated mill sites, including in Bosnia, Canada, Mexico,

Brazil, Spain, France, Germany, Belgium, Poland, Kazakhstan,

South Africa and Ukraine. While ArcelorMittal meets most of its

own coke requirements, certain of ArcelorMittal’s operating

subsidiaries buy coke from mostly domestic or regional sources

to optimize cost savings from transport efficiencies, and certain

of its subsidiaries occasionally sell excess coke at market prices

to third parties. The remainder of the spot purchases of coke are

sourced from China, the United States and Colombia.

Shipping

ArcelorMittal Shipping ("AM Shipping") provides ocean

transportation solutions to ArcelorMittal’s manufacturing

subsidiaries and affiliates. AM Shipping determines cost-efficient

and timely approaches for the transport of raw materials, such

as iron ore, coal, coke and scrap, and semi-finished and finished

products. AM Shipping is also responsible for providing shipping

services to the Company’s sales organizations. It provides

complete logistics solutions from plants to customer locations

using various modes of transport.

In 2022, AM Shipping arranged transportation for approximately

49.19 million tonnes of raw materials and about 5.25 million

tonnes of finished products. The key objectives of AM Shipping

are to ensure cost-effective and timely shipping services to all

units. AM Shipping acts as the coordinator for Global Chartering

Ltd., the Company's joint venture with DryLog Ltd., a Monaco

based shipping company.

Purchasing

ArcelorMittal has implemented a global procurement process for

its major procurement requirements, including raw materials,

capital expenditure items, energy and shipping. ArcelorMittal’s

centralized procurement teams also provide services such as

Management report

optimization of contracts and the supply base, logistics and

optimizing different qualities of materials suitable for different

plants and low cost sourcing.

By engaging in these processes, ArcelorMittal seeks to benefit

from economies of scale in a number of ways, including by

establishing long-term relationships with suppliers that

sometimes allow for advantageous input pricing, pooling its

knowledge of the market fundamentals and drivers for inputs

and deploying specialized technical knowledge. This enables

ArcelorMittal to achieve a balanced supply portfolio in terms of

diversification of sourcing risk in conjunction with the ability to

benefit from a number of its own raw materials sources.

ArcelorMittal has institutionalized the “total cost of ownership”

methodology as its way of conducting its procurement activities

across the Group. This methodology focuses on the total cost of

ownership for decision making, with the goal of lowering the

total cost of production through minimization of waste, improved

input material recovery rates and higher rates of recycling.

Sales and marketing

In 2022, ArcelorMittal sold 55.9 million tonnes of steel products.

Sales

The majority of steel sales from ArcelorMittal are destined for

domestic markets. For these domestic markets, sales are

usually approached as a decentralized activity that is managed

either at the business unit or at the production unit level. For

certain specific markets, such as automotive, there is a global

approach offering similar products manufactured in different

production units around the world. In instances where

production facilities are in relatively close proximity to one

another, and where the market requirements are similar, the

sales function is aggregated to serve a number of production

units. In the EU and in South America, ArcelorMittal owns a

large number of service and distribution centers. Depending on

the level of complexity of the product, or the level of service

required by the customer, the service center operations form an

integral part of the supply chain to ArcelorMittal’s customers.

Distribution centers provide access to ArcelorMittal’s products to

smaller customers that cannot or do not want to buy directly

from the operating facility.

The Group prefers to sell exports through its international

network of sales agencies to ensure that all ArcelorMittal

products are presented to the market in a cost-efficient and

coordinated manner.

Sales are executed at the local level, but are conducted in

accordance with the Group’s sales and marketing and code of

conduct policies.

For some global industries with customers in more than one of

the geographical areas that ArcelorMittal serves, the Company

has established customized sales and service functions. This is

particularly the case for the automotive industry. Sales through

this channel are coordinated at the Group level with respect to

contract, price and payment conditions.

Marketing

Marketing follows the sales activity very closely and is by

preference executed at the local level. In practice, this leads to a

focus on regional marketing competencies, particularly where

there are similarities among regional markets in close

geographical proximity. Local marketing provides guidance to

sales on forecasting and pricing. At the global level, the

objective is to share marketing intelligence with a view towards

identifying new opportunities, either in new products or

applications, new product requirements or new geographical

demand. Where a new product application is involved, the in-

house research and development unit of ArcelorMittal is

involved in developing the appropriate products.

An important part of the marketing function at ArcelorMittal is to

develop short-range outlooks that provide future perspectives on

the state of market demand and supply. These outlooks are

shared with the sales team in the process of finalizing the sales

strategy for the immediate future and with senior management

when market conditions call for production adjustments.

Globally, sales and marketing activities are coordinated to

ensure a harmonized approach to the market. The objective is

to provide similar service experiences to all customers of

ArcelorMittal in each market.

Intellectual property

ArcelorMittal owns and maintains a patent portfolio covering

processes and steel products, including uses and applications

that it creates, develops and implements in territories throughout

the world. Such patents and inventions primarily relate to steel

solutions with new or enhanced properties, as well as new

technologies that generate greater cost-efficiencies.

ArcelorMittal also owns trademarks, both registered and

unregistered, relating to the names and logos of its companies

and the brands of its products. ArcelorMittal has policies and

systems in place to monitor and protect the confidentiality of its

know-how and proprietary information. The Company applies a

general policy for patenting selected new inventions, and its

committees organize an annual patent portfolio screening by

individuals from the Company’s R&D and business sectors in

order to optimize the global efficiency of the Company’s patent

portfolio. The Company’s patent portfolio includes more than

11,900 patents and patent applications for more than 770 patent

families, with 79 inventions newly-protected in 2022. Because of

this constant innovation, the Company does not expect the

Management report

lapse of patents that protect older technology to materially affect

current revenue.

In addition to its patent portfolio, ArcelorMittal is constantly

developing technical know-how and other unpatented

proprietary information related to design, production process,

decarbonization solutions for steel production and use of high

quality steel products, leading to development of new

applications or to improvement of steel solutions proposed to its

customers, such as the ones aiming at weight reduction for

vehicles. ArcelorMittal has also been granted licenses for

technologies developed by third parties in order to allow it to

propose comprehensive steel solutions to customers.

ArcelorMittal is not aware of any pending lawsuits alleging

infringement of others’ intellectual property rights that could

materially harm its business.

Government regulations

ArcelorMittal’s operations are subject to various regulatory

regimes in the regions in which it conducts its operations. The

following is an overview of the principal features of the

Company's regulatory regimes, as of December 31, 2022, that

affect or are likely to affect the Company's operations.

See "Introduction—Risk factors” and note 9.3 to ArcelorMittal’s

consolidated financial statements.

Environmental laws and regulations

ArcelorMittal’s operations are subject to a broad range of laws,

directives and regulations relating to air emissions, surface and

groundwater protection, wastewater storage, treatment and

discharges, the use and handling of hazardous or toxic

materials, waste management, recycling, treatment and disposal

practices, the remediation of environmental contamination, the

protection of soil, biodiversity and ecosystems or rehabilitation

(including in mining).

As environmental laws and regulations in the European Union

(“EU”) stemming from the Green Deal and other jurisdictions

continue to become more stringent, ArcelorMittal expects to

spend substantial resources including operating and capital

expenditures to achieve or maintain ongoing compliance.

Further details regarding specific environmental proceedings

involving ArcelorMittal, including provisions to cover

environmental remedial activities and liabilities,

decommissioning and asset retirement obligations are described

in note 9.1 to ArcelorMittal’s consolidated financial statements.

ArcelorMittal anticipates that its expenditures with respect to

environmental matters in the EU over the next several years will

relate primarily to installations of additional air emission controls,

to requirements imposed in the course of renewal of permits and

authorizations, including those pursuant to ongoing

implementation and upcoming revision of the Directive 2010/75/

EU, on industrial emissions (“Industrial Emissions Directive” or

“IED”), respecting achievement amongst others of dust,

Nitrogen Oxide (“NOx”) and Sulfur Dioxide (“SO2”) and to

address GHG issues, including the reduction of emissions and

purchase of allowances.

As the central directive to tackle industrial pollution, the IED

represents a significant pillar of the European Green Deal.

Policy options to enhance its performance may include, for

example, improving the Best Available Techniques (“BAT”)

reference documents ("BREF") elaboration process or furthering

the contribution to circular economy objectives.

On April 5, 2022, the European Commission adopted proposals

for revised EU measures to address pollution from large

industrial installations. These proposals concern revision of the

IED and revision of the European Pollutant Release and

Transfer Register (“E-PRTR”) regulation to create the Industrial

Emissions Portal. In line with the European Green Deal, the

overall aim of these proposals is to progress towards the EU’s

zero pollution ambition for a toxic-free environment and to

support climate, energy, and circular economy policies. More

specifically, the new rules aim to, among other things: (1) ensure

full and consistent implementation of the IED across Member

States, with tighter permit controls on air and water emissions;

(2) increase investment in new, cleaner technologies taking into

account energy use, resource efficiency and water reuse whilst

avoiding lock-in to obsolete technologies; (3) support more

sustainable growth of sectors that are key to building a clean,

low carbon and circular economy; (4) integrate the previously

separate requirements for depollution and decarbonization so

that future pollution control investments take better account of

GHG emissions, resource efficiency and water reuse; and (5)

enhance data transparency and public access to environmental

information by making permit summaries available online and

providing more opportunities for public participation in the

setting and review of permits.

The European Parliament Committee on Environment, Public

Health and Food Safety (“ENVI”) published its draft report in

November 2022. Some relevant points under discussion in the

amendment process are the penalties and the limitation periods;

the concept of "malicious litigation"; measures to dissuade from

filing lawsuits for the purpose of bringing companies into

dispute; and the reversal of the burden of proof for

compensation claims by individuals caused by pollution. ENVI’s

voting is expected in April 2023 and the European Parliament is

expected to vote on them by mid-2023.

On October 26, 2022, the Commission adopted a proposal for

the revision of the Ambient Air Quality Directives that will set

interim 2030 EU air quality standards, aligned more closely with

World Health Organization guidelines, while putting the EU on a

trajectory to achieve zero pollution for air at the latest by 2050.

Management report

While these Directives do not directly apply to ArcelorMittal's

operations, they can have an indirect impact since areas where

the new stricter air quality standards are not achieved might

require different contributors, such as industry, to decrease their

emissions. On the same date, the European Commission

proposed to update the lists of water pollutants to be more

strictly controlled in surface waters and groundwater. Similar to

air, although such lists do not directly apply to our operations,

ArcelorMittal's discharges to natural water bodies might face

further restrictions.

Regarding due diligence in the supply chain, two different

regulations will impact ArcelorMittal as described below.

First, in Germany, the Lieferkettensorgfaltspflichtengesetz

(“German Supply Chain Act”) intends to improve international

human rights by defining requirements for companies for the

responsible supply chain management. This guidance provides

a legal framework for fulfilling Human Rights due diligence

obligations and requires that German companies take

responsibility for their supply chains and motivate their contract

partners abroad to protect internationally recognized human

rights and environmental standards. ArcelorMittal has prepared

to fully comply with this new regulation, which came into force in

January 2023.

Second, in December 2022, the European Council adopted its

negotiating position and general approach on the European

Commission’s proposal for a Directive on Corporate

Sustainability Due Diligence (“CSDD”). One of its main goals is

to set out a framework to foster the contribution of businesses

operating in the single market to respect human rights and the

environment in their operations and through their value chains

by identifying, preventing, mitigating, and accounting for their

adverse human rights, and environmental impacts, and having

adequate governance, management systems, and measures in

place to this end. The proposal aims to foster sustainable and

responsible corporate behavior throughout global value chains.

Companies will be required to identify and, where necessary,

prevent, end, or mitigate adverse impacts of their activities on

human rights and the environment.

ArcelorMittal is preparing itself by putting policies in place and

updating its current policies; assessing risks by identifying them

with regards to negative impacts on human rights within its

value chain; dealing with negative impacts by taking preventive

measures to minimize and remedy potential impacts; follow up

on the progress; communicating the results, and setting up

appropriate complaint mechanisms.

The European Council’s initial negotiating position will form the

basis for upcoming negotiations with the European Parliament

on the final terms of the CSDD. The Council expects the

European Parliament to eventually adopt its initial negotiating

position in May 2023, after which formal inter-institutional

negotiations will commence.

With regards to sustainability reporting, the following legislation

will impact ArcelorMittal.

First, by the end of November 2022, the European Council gave

its final approval to Corporate Sustainability Reporting Directive

(“CSRD”). The CSRD introduces more detailed reporting

requirements and ensures that large companies and listed small

and medium-sized enterprises are required to report on

sustainability matters. It will fill the gaps in the existing rules on

sustainability information.

The European Financial Reporting Advisory Group (“EFRAG”)

developed draft standards with Environmental, Social, and

Governance ("ESG") requested information. According to these

standards, companies will have to disclose their activities on

environmental matters such as climate change, pollution, water,

marine resources, biodiversity, ecosystems, and circular

economy; social matters such as policies, practices, material

impacts, opportunities and risks related to own workforce,

workers in its value chain, potentially affected communities, and

consumers and end users; and governance matters, such as

corporate culture, business policies and practices related to

corruption, bribery, lobbying, business conduct, and payment.

ArcelorMittal has been analyzing these disclosures to comply

with the requirements that will be applicable starting in 2024.

Second, in March 2022, the Securities and Exchange

Commission (“SEC”) in the U.S. issued a proposed rule that, if

adopted, would enhance and standardize climate disclosure

requirements provided by public companies. The new regulation

would require organizations to provide detailed reporting of their

climate-related risks, emissions, and net-zero transition plans.

These would include climate-related financial impact and

expenditure metrics as well as a discussion of climate-related

impacts on financial estimates and assumptions in the financial

statements. These disclosures would also be subject to

management’s internal control over financial reporting and

external audit.

The proposed rule would apply to foreign private issuers who file

annual reports on Form 20-F with the SEC, such as

ArcelorMittal. The timing of implementation of the rule is unclear

but the proposal was for large companies would have to

disclose most of this information for fiscal year 2023, to be filed

in 2024. For Scope 3 emissions, the SEC would provide an

additional year beyond those deadlines, allowing companies to

make use of Scope 1 and 2 filings by other companies in the

prior year.

Environmental requirements impacting industrial operations are

also becoming more stringent in other jurisdictions.

Management report

For example, in Canada, Environment and Climate Change

Canada (“ECCC”), a department of the Government of Canada,

updated the Base-Level Industrial Emissions Requirements

(“BLIERs”) under the federal Air Quality Management System,

which is expected to require considerable investments by

companies to comply with emission regulations. Provincial

regulations in Ontario and Quebec will also require further

emissions reduction.

In Ontario, the BLIER requires ArcelorMittal Dofasco to install a

full coke oven gas desulphurization by the end of December

2025. Authorities have been notified that ArcelorMittal Dofasco

will not be installing desulphurization facilities as ArcelorMittal

Dofasco is proceeding with its decarbonization project.

Currently, on a plant-wide basis, ArcelorMittal Dofasco’s facility

is meeting its BLIERs objective. Moreover, the decarbonization

project will impact ArcelorMittal Dofasco’s overall NOx

emissions.

In Quebec, pursuant to the Quebec Clean Air Regulation

(Règlement sur l’assainissement de l’atmosphère) regulating air

emissions, a post combustion chamber was built at ArcelorMittal

Long Products Canada’s Contrecoeur East facility. Additionally,

a canopy hood is in progress. The operations date will be

communicated.

In Kazakhstan, beginning in 2025, complex ecological permits

for emissions into the environment will impose more stringent

emissions standards and outline measures for reducing

emissions (production improvements). Moreover, in July 2021,

the new Environmental Code of the Republic of Kazakhstan

came into force, which submits the “polluter pays” principle,

increasing liability risks. Following Article 290 of the

Environmental Code, the Republic of Kazakhstan developed a

National Plan that provides for a reduction in GHG emissions

from industrial installations by 26% from 2022 to 2025. In

implementing the provisions of the Environmental Code from

January 1, 2023 onwards, the presence of an Automated

Monitoring System (“AMS”) will become a mandatory

requirement with respect to facilities put into operation before

July 1, 2021. The AMS monitors emissions to the environment

at the principal stationary sources of emissions and has an

online connection with the authorized bodies’ information

system in the field of environmental protection (paragraph 16 of

Article 418 of the Environmental Code of the Republic of

Kazakhstan). However, companies have encountered problems

in implementing AMS on time, due to external factors, such as

lengthy administrative proceedings, disruption of supply chains

and technical difficulties which require a complete or partial stop

of production.

Also, the mechanism for accounting for losses in the extraction

of solid minerals, which was provided by the Code of the

Republic of Kazakhstan "On Subsoil and Subsoil Use", was

abolished, effective January 2023.

Between 2020 and 2021, the Ukrainian Parliament submitted a

range of draft laws aiming to improve environmental protection

policies and provide a variety of instruments to regulate GHG

and industrial emissions, waste management sector, and

strengthen the state environmental inspection. These draft laws

convey a substantial change in the environment regulation in the

coming years. The “Strategy of the State Environmental Policy

of Ukraine for the Period until 2030” and its “Action Plan to

2025” adopted in 2021 set more ambitious targets for pollution

reduction and more efficient use of natural resources, and the

updated Nationally Determined Contribution commits the

country to reduce GHG emissions until 2030. Since then, plans

to end coal mining in a socially responsible manner have been

launched, accompanied by efforts to improve the energy

efficiency of buildings. Ukraine has also made substantial

progress in the partial liberalization of gas tariffs and in reducing

environmentally harmful fossil-fuel subsidies. The country is also

establishing comprehensive systems for measuring progress in

implementing environmental policies and making the Ukrainian

economy greener. International partners, including the OECD,

support the Ukrainian efforts to shift to a greener economy. In

May 2022, the Government defined the procedure for declaring

waste management. As a part of the IED implementation in

Ukraine, the industrial emissions law will introduce a concept of

BATs, which will be required for application by the largest

facilities. Most of the large industrial companies have been

building their investment strategies upon BATs while planning

modernization or new construction projects. In September 2022,

the “Law on the national register of emissions and transfer of

pollutants" was adopted, determining the maximum openness of

information and interaction with the public of enterprises-

pollutants. This law will enter into force in October 2023. Also, in

connection with martial law, several additional measures have

been taken to ensure the work of enterprises in wartime

conditions by extending the validity of permits for the period of

martial law and three months after its termination (Cabinet of

Ministers of Ukraine’s Decree from No. 314, March 18, 2022,

some issues of ensuring economic activities in martial law

conditions). For the period of martial law, the possibility of

unplanned state control activities has been significantly reduced

and planned activities have been suspended. In August 2022,

amendments to the Law of Ukraine "On Atmospheric Air

Protection" were agreed, which provide a ban on extending the

period of measures to reduce emissions into the atmosphere

following the emission permits. Additionally, the Ministry of

Environment is preparing a national plan to reduce emissions by

industrial enterprises.

In March 2022, Mexico published the new standard on

wastewater discharges which reduces the maximum permissible

Management report

limits and considers new parameters that should be monitored

and reported on a quarterly basis to the National Water

Commission. ArcelorMittal defined internally the preliminary

action plan to improve wastewater quality discharges according

to this new requirement by applying operational controls.

However, some specific areas require capital expenditure

investments to comply with this new standard. The Company

will file an official work program in early April 2023 to the

relevant authority, the National Water Commission

("CONAGUA"), which, among other things, will request

CONAGUA to provide a more accurate timeframe to define the

scope and new technical specifications of wastewater treatment

systems. Regarding new rules on the measurement of national

water effective July 1, 2022, authorities granted the opportunity

to present a work plan to achieve compliance by the end of

2023 due to a lack of authorized companies that may be able to

apply the changes required and to install and prescribe the new

continuous monitoring measurement systems.

ArcelorMittal’s mining activities are also subject to increasingly

stringent environmental and safety requirements.

For example, in Brazil, regulations from the National Mining

Agency (“ANM”) focus mainly on simplifying the procedures for

requesting research or mining, revising existing standards

concerning mining companies’ obligations regarding the safety

of mining dams (monitoring activities, compliance, operability

assessments, and dam emergency action plans) and

standardization of the procedures regarding the Mine Closure

Plan and decommissioning requests (ANM Resolution No. 68,

04/30/21).

In the State of Minas Gerais, several norms regarding dam

safety have been adopted, among them, the State Policy for

People Affected by Dams, the guidelines for the presentation of

the Emergency Action Plan, the rules applicable to the

accreditation of independent external auditors to carry out

technical safety audits under the scope of the State Policy for

Dam Safety, as well as the process for registration and

classification of dams subject to the State Policy for Dam Safety.

In Canada, the Company is negotiating depollution attestations

applicable to AMMC facilities. In the mining sector specifically,

some objectives for dust, NOx and SO2 were also identified,

and a draft agreement prepared, but there has been no further

progress.

In the province of Quebec, the renewal requests for the

depollution attestations for AMMC's Mont Wright operations, Fire

Lake, and Port-Cartier pellet plant continue to be in the analysis

stage by the environmental authorities, which intend to apply the

same standards to all mines. These permits establish the

targets for water, air, soil, and waste management, as well as

the monitoring and reporting frequencies and requirements for

each target.

The Quebec Clean Air Regulation reduced the limit for total

particulate matter (“PM”) from 120 to 75 grams/tonne produced

for existing pelletizing plants, including AMMC. The electrostatic

precipitator refurbishment plan included in the five-year capital

expenditure plan will contribute to ensuring conformity with the

new emission limit on a medium-term basis. This project is

being undertaken over a 10-year timeline, and its expected cost

will be approximately CAD15 million.

Moreover, renewed depollution attestations that will apply to

AMLPC’s Contrecoeur West and East facilities issued

respectively on December 21, 2018, and April 27, 2021,

establish more stringent targets for water, air, soil, and waste

management, as well as the monitoring and reporting

frequencies and requirements. Obtaining the new depollution

attestations will require increasing the monitoring frequencies,

as conducting certain studies, including water usage, air

dispersion modeling, Phase I and II environmental site

assessment, former EAF dust stockpile site, and former slag

management area restoration. The Contrecoeur West

depollution attestation must be renewed in 2023.

Québec’s revised 2021 regulation relating to compensation for

adverse effects on wetlands and bodies of water will apply to

projects conducted in Port-Cartier and might apply to

ArcelorMittal Long Products Canada’s future projects.

An environmental performance agreement signed between

ECCC, the Iron Ore Company of Canada, and AMMC is in effect

from January 5, 2018, to June 1, 2026. It aims to implement

BLIERs developed for the iron ore pellet sector. More precisely,

it specifies the membership, timelines, and deliverables of the

NOx Working Group and will ensure that the BLIERs limits for

PM2.5 and SO2 are met and that the approach to study NOx is

implemented.

In addition, in 2022, the Company approved 30 multi-year

projects with identified environmental benefits and involving

capital expenditures of $488 million and 57 multi-year projects

with identified energy benefits and involving capital expenditure

of $802 million. The latter includes 25 multi-year projects

specifically targeted to decarbonization involving capital

expenditures of $579 million. Capital expenditures related to

decarbonization initiatives amounted to $0.2 billion for the year

ended December 31, 2022 and are expected to increase to $0.4

billion in 2023. See also further information on key

environmental projects in "Business overview—Sustainable

development".

Climate change

In December 2015, 195 countries participating in the United

Nations Framework Convention on Climate Change (“UNFCC”),

at its COP21 held in Paris, adopted a global agreement on the

reduction of climate change (the “Paris Agreement”). The Paris

Management report

Agreement sets a goal to limit the increase in global average

temperature to well below 2 degrees Celsius and pursues efforts

to limit the increase to 1.5 degrees Celsius, to be achieved by

getting global GHG emissions to peak as soon as possible. The

Paris Agreement consists of two elements: first, a legally binding

commitment by each participating country to set an emissions

reduction target, referred to as nationally determined

contributions (“NDCs”), with a review of the NDCs that could

lead to updates and enhancements every five years beginning

in 2023 (Article 4) and, second, a transparency commitment

requiring participating countries to disclose in full their progress

(Article 13). The majority of countries have issued their intended

NDCs.

More recently in November 2022, during COP27, participants

prioritized the international actions that need to be taken by

COP28: to accelerate the development of standards for low-

emission and net-zero emission steel by developing a draft with

common definitions (such as “green steel”); to grow demand

commitments for low and net-zero emission steel by working to

establish packages of coordinated procurement; to identify

priority projects for net-zero emission steel technologies; to

launch a strategic dialogue on the trade of low and near-zero

emissions, to enhance the overall public offer of international

assistance towards deep decarbonization of the steel sector;

and to enhance the coordination and transparency of

international collaboration on near zero emission steel.

The United Nations’ High-Level Expert Group on the Net Zero

Emissions Commitments of Non-State Entities published the

report “Integrity Matters: Net Zero Commitments by Businesses,

Financial Institutions, Cities and Regions”, with a focus on how

companies and other non-state actors can avoid greenwashing

when it comes to climate pledges and action. The report

provides ten practical recommendations for companies to bring

integrity, transparency, and accountability net-zero by

establishing clear standards and criteria.

The Alliance for Industry Decarbonization was launched to

decarbonize industrial value chains and accelerate net-zero

ambitions following the Paris Agreement.

In addition, the Carbon Dioxide Removal 2030 Breakthrough

stated that by 2030, carbon dioxide removals should be

responsibly scaled to remove 3 billion tonnes of CO2 per year,

with another 500 million tonnes per annum being stored for at

least 100 years. Also, the Climate Investment Funds’ (“CIFs”)

new Industry Transition Program was announced, the world’s

first multilateral investment program tackling this goal to take on

the challenge of reducing the carbon footprint of high-emitting

industries such as iron and steel, cement, chemicals and

petrochemicals, aluminum, pulp, and paper.

On July 14, 2021, the European Commission adopted the “Fit

for 55” Package with a view to adapting climate and energy

legislation to the 2030 ambition set by the European Climate

Law. The EU also committed internationally to its 55% reduction

target. The “Fit for 55” amends several pieces of legislation that

are already applicable to ArcelorMittal, such as the EU

Emissions Trading Scheme (“EU-ETS”), the Renewable Energy

Directive, the Energy Efficiency Directive, Energy Taxation

Directive and introduces a proposal for establishing a Carbon

Border Adjustment Mechanism (“CBAM”). The institutions are

finalizing the negotiations on this package, with an agreement

reached at the end of December 2022.

ArcelorMittal’s activities in the 27 member states of the EU are

subject to the EU-ETS, which was launched in 2005 pursuant to

European Directive 2003/87/EC, relating to GHG emissions.

The EU-ETS is based on a cap-and-trade principle, setting a

cap on GHG emissions from covered installations that is then

reduced over time. Within this cap, companies receive emission

allowances which they can sell to or buy from one another as

needed. The limit on the total number of allowances available

ensures that they have a value. The EU is implementing its

more stringent Phase 4 EU-ETS for the 2021 to 2030 period in a

manner that may require ArcelorMittal to incur additional costs to

acquire emissions allowances. Under the current rules, to

achieve the EU’s overall greenhouse gas emissions reduction

target by 2030, the sectors covered by the EU-ETS must reduce

their emissions by 43% compared to 2005 levels. In order to

achieve the new EU 2030 ambition, the EU-ETS agreed text

requires sectors under EU-ETS to reduce their emissions by

62%. In particular, upcoming implementation rules for trading

period 4.2 (2026-2030) are expected to further reduce current

benchmark values, although the agreed approach will prevent a

large disruptive decrease of the hot metal benchmark. However,

the resulting shortage in free allocation levels would still put the

European steel industry at a significant disadvantage versus

global competition (see notes 6.3 and 9.1 to the consolidated

financial statements). To try to limit such disadvantages, a

CBAM will be established for a limited number of sectors

including steel, with a transitional period starting in October

2023 until December 2025 and the start of CBAM payments in

2026. In the case of steel, only direct emissions will be covered,

at least until 2025, and therefore still allowing access to indirect

cost compensation. On the other hand, free allocation to

covered sectors will be progressively phased out as follows:

2026: 97.5%, 2027: 95%, 2028: 90%, 2029: 77.5%, 2030:

51.5%, 2031: 39%, 2032: 26.5%, 2033: 14%, and 0% as from

2034. The agreement does not include a solution for exports but

requires the European Commission to prepare an assessment

and report by 2025. A number of implementing acts to

supplement the CBAM regulation are still to be developed.

Despite the improvements set forth in the provisional agreement

of December 2022, implementation is likely to require

Management report

ArcelorMittal to incur additional costs in the 2026 to 2030 period

to acquire emissions allowances, and CO2 costs per tonne are

expected to increase significantly from 2026. The financial

impact on ArcelorMittal, in particular the extent of margin

squeeze, will depend on many factors, including actual CO2

market prices, hedging, the pace of ArcelorMittal's

decarbonization of its European steel production, the

effectiveness of the CBAM and the amount of premiums

customers may be willing to pay for decarbonized steel. Formal

adoption is expected during the first half of 2023.

Moreover, the European Green Deal announced the revision of

the Renewable Energy Directive (“RED”). The European

Commission proposed to increase the current EU-level target of

at least 32% of renewable energy sources in the overall energy

mix to at least 40% by 2030, which represents double of the

current renewables 19.7% share in just a decade. The proposal

aims to deploy renewables across all sectors, and particularly in

sectors where progress in integrating renewables has been

slower – such as the industry.

Also, under the “REPowerEU” plan presented in May 2022, the

Commission proposed to raise the energy efficiency target set

by the Energy Efficiency Directive from 9% to 13% by 2030.

In addition, revision of the existing Land Use, Land Use Change

and Forestry (“LULUCF”) is part of the energy and climate

legislative framework. The proposal aims to increase the carbon

removals to 310 million of tonnes CO2e by 2030 and to achieve

climate neutrality in the combined land use, forestry, and

agriculture sector by 2035 at EU level. The LULUCF sector is

connected to all ecosystems and economic activities that rely on

the land and the services it provides, therefore impacting

ArcelorMittal’s sites.

Finally, the Ecodesign for Sustainable Product Regulation

(“ESPR”) builds on the Directive 2009/125/EC (“Ecodesign

Directive”) and is in the European Green Deal a cornerstone to

more environmentally sustainable and circular products. The

new regulation acts as a framework and complements existing

product regulation. The regulation is implemented following a

workplan through secondary legislation by “Delegated Acts”.

“Digital Product Passports” must ensure relevant environmental

information is transferred along the supply chain on need-to-

know basis.

GHG emissions regulations are being implemented in an

increasing number of other jurisdictions where ArcelorMittal

operates

For example, South Africa has a comprehensive and constantly

evolving environmental regulatory framework to regulate the

carbon footprint of the steel industry in the form of carbon

pricing mechanisms and emission thresholds, as well as to

address climate change and decarbonization. The Carbon Tax

Act to tax carbon dioxide emissions was adopted and came into

effect in 2019. The Climate Change Bill has been approved by

the parliament. This Climate Change Bill will set up a

comprehensive and harmonized GHG legal framework, along

with implementing Carbon Budget allocations for companies

from 2023 onwards (the Carbon Tax Act, in combination with the

already collected Carbon Tax, will tax amounts in excess of

these allocations).

South Africa enacted the National Environmental Laws

Amendment Bill ("NEMLAA4") was promulgated on June 24,

2022, which will be proclaimed into law on a date to be fixed by

the President. Notable changes to be introduced by NEMLAA4

include changes to the rectification process prescribed under

section 24G of National Environmental Management Act

(“NEMA”) and section 22A of the National Environmental

Management: Air Quality Act 39 of 2004 (“NEMAQA”) with

respect to commencing unlawfully activities while not having the

required authorizations and licenses in place prior to

commencement of activities. These changes include mandatory

stoppage, the extension of enforcement powers; and the

possible extension of the requirement for financial provisioning

to high-impact industries.

Following the update of South Africa's Nationally Determined

Contribution in terms of its GHG emission contribution as per

the Paris Agreement commitments, the final Just Transition

Framework for South Africa was released in July 2022, which

aims to guide the transition away from fossil-fuel-based energy,

towards a low-emissions and climate-resilient economy. The

steel sector has been identified as an industry that will be

greatly affected by the transition away from coal. Finally, there

are several hydrogen and green hydrogen policy developments

underway. On February 17, 2022, South Africa released its

Hydrogen Society Roadmap for South Africa, which sets out

ambitious goals for the production and use of hydrogen as a

cleaner alternative fuel to contribute to a carbon neutral

economic growth for South Africa by 2050, including being a

contributor to the production of green steel.

The Department of Mineral Resources and Energy has also

implemented mechanisms to reduce the burden of licensing to

promote additional renewable energy generation.

In Canada, carbon pricing regulations are becoming more

stringent.

From January 1, 2022, ArcelorMittal Dofasco and Ontario

industries have been regulated on carbon pricing under the

Ontario Emissions Performance System (“OEPS”), transitioning

out of the Federal out-put based pricing system (“OBPS”).

Management report

The Federal government intends to ensure provincial GHG

programs are rigorous enough to meet Federal carbon reduction

targets (40–45% lower than in 2005 by 2030).

Ontario has proposed changes to the carbon tax between 2023

and 2030, which will include (i) changes to carbon pricing: from

CAD50/t CO2e to CAD65/t in 2023 and +CAD15/t annually up to

CAD170/t CO2e by 2030, and (ii) changes to the stringency

factors were also announced: -2.4% in 2023 and -1.5% annually

to 87% (-13%) for fixed emissions and 79% (-14%) for non-fixed

and combustion-related emissions.

The Ontario provincial authority has signaled that the steel

sector may be exempt. However, additional details have not

been provided. Additional details will be provided before the

Director's official issuance notice in the first quarter of 2023.

The development of facility-specific emissions targets for the

innovative DRI facilities will also need to be developed, which

are frequently based on three years of performance following

the start-up of a facility. Detailed discussions are expected to

begin in the first quarter of 2023.

The proposed approach to address ArcelorMittal Dofasco’s

decarbonization program during the transformation periods is

yet to be determined. This debate is expected to begin in the

first quarter of 2023. Compliance is to be achieved by reducing

GHGs or by purchasing compliance units (e.g., surplus credits &

offsets).

In Quebec, the 2030 Plan for a Green Economy set a 37.5%

GHG emission reduction target by 2030 compared with 1990

levels, so that Quebec reaches carbon neutrality by 2050.

Separate consultations by the government of Quebec are

underway with large GHG emitters regarding the cap-and-trade

program regulation for the second and subsequent compliance

periods from 2021 to 2030. For Quebec, consultations were

completed for the 2021 to 2023 compliance period. For the

period 2024 to 2030, negotiations are still in progress.

In Quebec, at the DRI reduction plant, a test was conducted to

evaluate the possibility of replacing the use of natural gas with

green hydrogen in the process. In the first test, 6.8% of the

natural gas consumption was replaced by green hydrogen over

a 24-hour period, which contributed to a significant reduction in

CO2 emissions. AMLPC will evaluate the possibility of

conducting further tests in the coming months by increasing the

use of hydrogen at its reduction plant.

As part of Canada’s climate plan to reduce emissions and

accelerate the use of clean technologies and fuels, in June 2022

the final Clean Fuel Regulations (“CFR”) under Canadian

Environmental Protection Act 1999 (“CEPA”) were registered

bringing the 2017 Clean Fuel Standard (“CFS”) into law. It came

into force upon registration, except for two sections repealing

the pre-existing Renewable Fuels Regulations (“RFRs”), which

will come into force on September 30, 2024. The CFS

establishes lifecycle carbon intensity requirements separately

for liquid, gaseous and solid fuels that are used in

transportation, industry, and buildings. This performance-based

approach, intended to incentivize innovation, development, and

use of a broad range of lower-carbon fuels, alternative energy

sources and technologies, only requires liquid fuel (e.g.,

gasoline, diesel, home heating oil) suppliers to reduce the

carbon intensity (“CI”) of their fuels. Gaseous and solid fossil

fuels have been eliminated from the scope.

In Brazil, in 2022, the National Mining Agency increased the roll

of infractions and its fines, which from January 2023 onwards,

will be calculated as a percentage of mineral production, without

limitation. Moreover, environmental standards for tailings

disposal and dams have become more stringent.

Brazil also created the National Policy of the Judiciary for the

Environment, establishing the monitoring of climate actions and

imposing that indemnity amounts for environmental damages

must include the impact of the damage on global climate change

and the diffuse damage to affected peoples and communities.

Brazil has evolved in the regulation of the carbon market. It

instituted the National System for the Reduction of Emissions of

Greenhouse Gases (“SINARE”) and established the procedure

for the elaboration of Sectorial Plans for Mitigation of Climate

Change that will define the emission reduction targets for each

sector in the following years.

Argentina ultimately aims to be carbon neutral by 2050. Law

11.717 and Decree 101/03 for Santa Fe province regulate

environmental licenses and the environmental requalification

plan. The Villa Constitución plant’s license was officially

obtained in June 2013. The Villa Constitución plant’s committed

plan was monitored by environmental authorities and completed

in January 2014. This license was renewed in 2017 for one year,

tied to investments in water treatment for direct reduction

process effluents, which had been completed in March 2019,

and the new license was granted In August 2021 for one year

(due to COVID an audit was not performed). At present, all of

the plant's environmental licenses are in the process of renewal

with no known issues preventing approval but with some delay

from environmental authorities.

Moreover, the Renewable Energy Law established mandatory

national targets for electricity consumption from renewable

energy sources: 8% in 2018; 12% in 2019/20, 16% in 2021/22,

18% in 2023/24, 20% in 2025. All energy-intensive industries

are required to contribute to the mandatory national targets, but

no significant impact is expected on Acindar, which has decided

its renewable energy business plan as follows: 1) the Villa

Constitución site is accomplishing targets by buying renewable

Management report

energy from Cammesa. From 2024 onwards demand will be

contracted through a private Power Purchase Agreement

(“PPA”). 2) for the Tablada site demand has been provided by

private PPA since 2019. 3) Annual Acindar demand targeted at

1.3 Terawatt-hour per year.

In Mexico, the Federal Government launched a comprehensive

climate policy within the framework of an Emissions Trading

Scheme (“ETS”) to meet its obligations under the Paris

Agreement. On October 1, 2019, the Government published

rules and foundations of an emissions trading system for

companies generating more than 100,000 tonnes of CO2 per

year. Since 2020, a pilot ETS is being implemented for

ArcelorMittal México Long and Flat Segments and Services

areas. This trial process ended on the December 31, 2020 and

the ETS process is expected to start in 2023.

In Ukraine, the climate change policy is being dynamically

developed. The Law On Monitoring, Reporting, and Verification

of GHG emissions ("MRV Law") came into force on January 1,

2021. It aims at introducing the EU’s MRV rules for the largest

carbon emitters and paves the way for the ETS implementation,

which is compatible with EU-ETS. Hence, in April 2022 the first

verified data on GHG emissions from the largest Ukrainian

industrial companies were supposed to be published following

the MRV Law. However, the Ministry of Environmental

Protection and Natural Resources of Ukraine provided

clarifications on the postponement of reporting following the

Resolution of the Cabinet of Ministers of Ukraine from February

28, 2022, No. 165 "On Suspension of the Terms of Provision of

Administrative Services and Issuance of Permits". Currently,

there have been no other changes. The strategy will be

implemented following the approved action plan, setting out the

list of measures for consecutive three years.

ArcelorMittal is closely monitoring local, national, and

international negotiations, and regulatory and legislative

developments and is endeavoring to reduce its emissions where

appropriate.

Health and safety laws and regulations

ArcelorMittal’s operations are subject to a broad range of laws

and regulations relating to the protection of human health and

safety. As these laws and regulations in the United States, the

EU and other jurisdictions continue to become more stringent,

ArcelorMittal expects to expend substantial amounts to achieve

or maintain compliance. See “Introduction—Risk factors—Legal

and regulatory risks—ArcelorMittal is subject to strict

environmental, health and safety laws and regulations that could

give rise to a significant increase in costs and liabilities.”

ArcelorMittal has established health and safety guidelines

requiring each of its business units and sites to comply with all

applicable laws and regulations. Compliance with such laws and

regulations and monitoring changes to them are addressed

primarily at the business unit level. ArcelorMittal has a clear and

strong health and safety policy, aimed at reducing on a

continuing basis the severity and frequency of accidents;

through its Health & Safety Council and Management

Committee, the Company reinforces the penetration of the

safety culture in the Company. The effective policy outlines the

commitment ArcelorMittal has made to the health and safety of

all employees and reinforces the accountability of the local

management and encourages the continuous improvement in

health and safety performance at unit level, which permits the

Health & Safety Council and Management Committee to define

and track performance targets and monitor results from every

business unit and sites. See "Business overview—Sustainable

development—Health and safety" for further information.

Foreign trade

ArcelorMittal has manufacturing operations in many countries

and sells its products worldwide. In 2022, certain countries and

communities, such as Canada, the EU, Mexico, Turkey and the

U.S. continued or launched investigations into whether to

impose or continue imposing trade remedies (usually anti-

dumping or safeguard measures) against injury, or the threat

thereof, caused by increasing steel imports originating from

various steel producing countries.

Under both international agreements and the domestic trade

laws of most countries, trade remedies are available to domestic

industries where imports are “dumped” or “subsidized” and such

imports cause injury, or a threat thereof, to a domestic industry.

Although there are differences in how trade remedies are

assessed, such laws have common features established in

accordance with World Trade Organization (“WTO”) standards.

Dumping involves exporting a product at a price lower than that

at which the same or similar product is sold in the home market

of the exporter, or where the export prices are lower than a

value that typically must be at or above the full cost of

production (including sales and marketing costs) plus a

reasonable amount for profit. Subsidies from governments

(including, among others, grants and loans at artificially low

interest rates) are similarly actionable under certain

circumstances. The trade remedies available are typically (i) an

anti-dumping duty order where injurious dumping is found and

(ii) a countervailing duty order or suspension agreement where

injurious subsidization is found. Normally, the duty is equal to

the amount of dumping or subsidization that is generally

imposed on the imported product (other than in the EU where

the lesser duty rule is applied). Accordingly, such orders and

suspension agreements do not prevent the importation of a

product, but rather require that either the product be priced at a

non-dumped level or without the benefit of subsidies, or that the

importer pays the difference between such dumped or

subsidized price and the actual price to the government as a

duty.

Management report

Safeguard measures are addressed more generally to a

particular product, irrespective of its country of origin, to protect

domestic production against serious injury caused by

unforeseen, sharp and sudden increase of imports.

All WTO members are required to review anti-dumping duty and

countervailing duty orders every five years to determine if they

should be maintained, revised or revoked. This requires a

review of whether the dumping or subsidization is likely to

continue or recur if the order/suspension agreement is revoked

and whether a domestic industry in the country is likely to suffer

the continuation or recurrence of the injury within the reasonably

foreseeable future if the orders are revoked. If the government

finds dumping or subsidization and the injury is likely to continue

or recur, then the orders continue. In the case of safeguard

measures enduring for greater than three years, all WTO

members are required to review the imposed measures in the

mid-term of the relevant measure. After a review, safeguard

measures may be extended if they continue to be required, but

the total period for the application of safeguard measures may

not exceed eight years.

In a number of markets in which ArcelorMittal has manufacturing

operations, it may be the beneficiary of trade actions intended to

address trade distortions consistent with WTO regulations, such

as the examples mentioned above. In other situations, certain

operations of ArcelorMittal may be a respondent to anti-dumping

and countervailing duty cases and its exported products might

be subject to anti-dumping and countervailing duties or other

trade restrictions, for example anti-dumping duties imposed in

2017 by the Egyptian government against rebar imports from

Ukraine, Turkey and China affecting exports from ArcelorMittal

operations in Ukraine.

USA Section 232:

On March 23, 2018, after a section 232 national security

investigation with respect to steel imports, the Trump

Administration imposed tariffs of 25% on steel products from all

but a select list of countries, with a temporary suspension

applied for Canada, Mexico, Argentina, South Korea, Brazil and

the EU until May 1, 2018. Subsequently, Australia obtained a full

exemption, and imports from Argentina, Brazil and South Korea

became subject to annual quotas. Tariffs on imports of steel

products from Canada and Mexico were eliminated on May 17,

2019, which led to positive impacts in the Company’s NAFTA

business units; imports from Canada and Mexico were

monitored to identify whether imported volumes surged

meaningfully beyond historic levels.

On October 31, 2021, the U.S. and EU announced that they had

reached an agreement to modify the section 232 measures on

U.S. steel imports from the EU. Effective January 1, 2022, the

U.S. replaced the existing Section 232 tariffs on EU steel with a

Tariff-rate Quota ("TRQ") consistent with pre-Section 232 trade

volumes in return for the EU dropping the threat of retaliatory

tariffs. The total annual import volume under the TRQ is set at

3.3 million tonnes allocated by product category and on an EU

member state basis. Only steel “melted and poured” in the EU is

eligible for duty-free treatment. Imports above the TRQ volumes

will continue to be subject to the 25% tariff. An additional 1.1

million tonnes of products previously excluded from Section 232

tariffs will also be allowed to continue duty-free. Subsequently,

the U.S. reached similar agreements with Japan and the UK,

also replacing the 25% section 232 tariffs with tariff-rate quotas.

Those agreements took effect on April 1, 2022 (Japan) and June

1, 2022 (UK).

The USA Section 232 tariffs triggered concerns of trade

deflection worldwide and several countries initiated domestic

remediation measures. On July 19, 2018, the EU Commission

imposed provisional measures based on global tariff quotas with

a 100% quota based on average imports over the past three

years on 23 product categories. Imports that exceeded the

above quotas would face a 25% tariff but certain 'developing'

countries were exempt when their respective import shares

were below 3%. The EU’s provisional safeguard measures were

replaced by definitive safeguard measures on February 2, 2019,

which cover the full steel product scope, setting country-based

quotas for larger importers on all product categories, except for

hot rolled (global), and quarterly quota calculations for residual

volumes of all products. The measures also included annual

quota relaxations, adaptable to market conditions. Countries

subject to quotas have an incentive to front-load the

consumption of their national quota in order to benefit from the

residual quotas in the final quarter of the period, thus ensuring

full quota consumptions. In 2019 and 2020, the EU commission

completed review investigations of these safeguard measures

and implemented various technical modifications, such as

capping the HRC quota to 30% per exporting country.

In 2021, the EU Commission carried out a review into extending

the safeguard measures to consider whether the situation

justified prolonging the tariff-rate quota. On June 18, 2021, EU

member states voted in favor of a three-year extension

prolonging the measures until June 30, 2024. There were no

changes to the quota modalities, however it was agreed to carry

out a review of the quota levels after one year and a review of

the measures in general after two years.

In the first half of 2022, the European Commission carried out

the first review of the renewed measures and made the

following changes, implemented from July 1, 2022:

•4% quota level liberalization (from 3%).

•Categories 7 (quarto plates) and 17 (angles, shaped and

sections) lose country-specific quotas in favor of a global

quota.

Management report

•Updates to accessing the initially available residual quota at

the beginning of the fourth quarter of 2022 for various

products.

•Updating the list of developing countries and those subject

to the measures.

Separately, from April 1, 2022, all Russian and Belarusian quota

volumes began to be redistributed across other country-specific

quotas and the residual quota based on 2021 imports.

On December 2, 2022, the EU Commission opened a review

into whether or not the measures should continue for their final

year from July 2023 - June 2024. The conclusion is expected by

June 2023.

Anti-dumping duties on Hot-Rolled Coil entering the EU from

China, Brazil, Russia, Iran and Ukraine have been in place since

2017. In addition, China is subject to anti-subsidy measures.

These measures are currently the subject of expiry reviews

initiated by the European Commission. On February 17, 2023

the Commission removed Ukraine from the investigation, and

therefore from the measures if they are renewed.

During 2022, the Commission also opened expiry reviews into

anti-dumping measures on imports of Chinese Heavy Plate and

Belarusian Rebar. Anti-dumping measures on Cold-Rolled Coil

from China and Russia were extended for a further 5 years. On

October 12, 2022, Member States agreed on the

implementation of anti-dumping duties against ECCS from

China.

New anti-dumping measures were imposed on imports of

Turkish & Russian Corrosion-Resistant Steel (non-auto) as well

as electrolytic chromium coated steel from China.

In response to the measures adopted by the United States and

the EU, Turkey opened a safeguard investigation on May 2,

2018 with provisional measures effective as of October 17,

2018. Turkey’s safeguard investigation on iron and steel

products, which was supposed to be concluded by January 26,

2019, was extended for six months, i.e., until July 26, 2019, with

provisional safeguard measures that remained in effect until

May 5, 2019. The investigation covered hot-rolled, cold-rolled,

coated, hot-dipped galvanized, bars and rods, angles, shapes

and sections, wire rod, rails, tubes and hollow profiles and

stainless steel and the provisional measures were in the form of

a free tariff quota with 25% duties. The investigation was

terminated on May 7, 2019 without permanent safeguard

measures being imposed. In January 2021, Turkey opened an

investigation into HRC coming from the EU and South Korea.

The investigation lead to a 10.9% duty being applied to imports

from ArcelorMittal as from July 7, 2022.

In 2022, the U.S. completed reviews of anti-dumping and

countervailing duty measures in place on corrosion-resistant,

cold-rolled, and hot-rolled steel, and cut-to-length steel plate,

continuing most duties for another 5 years.

In Canada, as a result of the opening of a safeguard

investigation on certain flat and long products, provisional

measures were put in place on October 25, 2018 in the form of

quotas and a 25% tariff on steel imports. Final safeguard

measures were subsequently implemented in relation to plate

and stainless wire, but not rebar, hot rolled, prepaint, wire rod

and energy tubulars. In addition, thirteen cold-rolled and

corrosion-resistant anti-dumping and countervailing duty

measures were implemented between 2018-2020. In 2021, anti-

dumping and countervailing duty measures were initiated for

hot-rolled from China, Brazil, Ukraine and India under a five-

year review. As of 2022, the measures remained in place for all

countries except Ukraine. The Eurasian economic union led by

Russia also opened a safeguard investigation on August 7, 2018

covering some flat steel products only and on August 8, 2019,

safeguard measures covering hot-rolled steel were put in place,

imposing 20% tariffs above relevant quotas.

Key currency regulations and exchange controls

As a holding company, ArcelorMittal is dependent on the

industrial franchise fees from, earnings and cash flows of, and

dividends and distributions from, its operating subsidiaries to

pay expenses, meet its debt service obligations, pay any cash

dividends or distributions on its ordinary shares or conduct

share buy-backs. Significant cash or cash equivalent balances

may be held from time to time at subsidiaries where repatriation

of funds may be affected by tax and foreign exchange policies,

including in Argentina, Brazil, China, Kazakhstan, South Africa,

Ukraine and Venezuela. Such policies are briefly summarized

below; however, none of these are currently significant in the

context of ArcelorMittal’s overall liquidity.

Argentina

The Argentinian foreign exchange market is regulated by the

Argentine Central Bank ("BCRA"). The BCRA implemented a

crawling foreign exchange regime in 2021, resulting in the

steady appreciation of the Real Effective Exchange Rate

("REER"). The BCRA allows the local currency to free-float

against the USD, however, capital controls have reduced

volatility in an effort to provide stability to the currency and fight

inflation. The Argentinian peso (“ARS”) is not fully convertible

and is most commonly traded as a non-deliverable forward

("NDF"), both onshore and offshore. An account in local

currency cannot be held offshore. As of July 1, 2018, Argentina

has been considered as a hyperinflationary economy. Since the

re-imposition of capital controls in September 2019, local

restrictions on obtaining foreign currencies have tightened,

requiring the BCRA's approval for all foreign currency

transactions and all transfers to and from the local market for

Management report

companies and for financial outflows, such as dividend

payments. These restrictive measures to access the foreign

exchange market are, according to the BCRA, essential to

mitigating the inflationary crisis and the worsening of the

balance of payments. The BCRA has set a limit of 5 days for

exporters to convert foreign currency, while institutions will need

authorization of the bank to buy USD in the foreign exchange

market, except in the case of foreign trade, according to a

statement from the BCRA. In September 2020, the BCRA

intensified foreign currency exchange regulation once again,

instituting a 30% tax on purchases made abroad and restricting

withdrawals to USD 200 per month. In addition, a 0.06% fixed

charge has been imposed on all current bank accounts (debit

and credit). As from October 2020, non-residents’ investment

repatriation is allowed so long as the repatriation takes place at

least two years following the initial capital contribution and

settlement in the foreign currency exchange market. See also

note 2.2.2 to the consolidated financial statements. Some non-

official change rates exist in Argentina, the “dollar blue” which is

exchanged on the street and the “blue chip swaps” rate. The

Government can also temporarily implement a “soybean dollar”

rate, which is an improved rate to urge soybean exporters to

convert their USD in ARS quicker.

Brazil

The Central Bank of Brazil ("BCB") operates, consistent with the

inflation targeting rate, a free floating foreign exchange regime

that aims to reduce excessive volatility, although intervention

has become more regular in recent years. The BCB regulates all

currency inflows and outflows in Brazil, and the country's foreign

exchange regime does not permit free convertibility of the

currency. Nevertheless, the BCB does not intervene in the

foreign exchange market to determine the exchange rate. The

Brazilian Real is fully deliverable onshore (i.e., physical

settlement of the designated currency at maturity), but is non-

deliverable offshore. As a result, foreign currency transactions

must be executed with an institution authorized by the BCB to

carry out such transactions, which is responsible for ensuring

compliance with the local foreign exchange regulation. With

proper documentation, the repatriation of registered invested

capital and remittance of profits do not require prior approval

from the BCB. Profits can be freely remitted as dividends or as

interest on capital to foreign shareholders or portfolio investors.

China

China’s foreign exchange regime has undergone significant

liberalization in recent years. The People’s Bank of China

(“PBOC”) maintains the Chinese renminbi in a managed float

with reference to a basket of currencies. The CNY, which refers

to the Chinese renminbi on the onshore market, is partially

convertible and has a non-deliverable offshore market. CNY

foreign currency spot transactions under USD 50,000 per year

do not require supporting documents. All onshore transactions

involving foreign exchange are strictly controlled by the State

Administration of Foreign Exchange. The foreign currency

exchange fixing rate is announced every morning at 9:15 Beijing

time, and the interbank market is only allowed to trade within 2%

of the fixing rate for onshore CNY versus USD. Since 2021,

repatriating capital or profits out of China includes increased

layers of inspection and security from the government. The

PBOC has decided to increase the amount of foreign-currency

deposits that financial institutions need to hold as reserves, as

from June 2021, in order to curb sell-offs of foreign currencies

after the renminbi's value climbed to a record high. The CNH,

which is the Chinese renminbi traded offshore, became

deliverable in Hong Kong in July 2010. The CNH can generally

be transferred freely between offshore accounts and interaction

with the onshore market is growing, although transfers of CNH

from Hong Kong to onshore China are subject to regulations

and approval by the PBOC. Moreover, in July 2020, integration

of the interbank and exchange bond markets, as well as wider

participation in the treasury bond futures market, suggest that

more progress is likely to be made by the PBOC to move toward

increased internalization of the Chinese market.

India

The Reserve Bank of India ("RBI") maintains the Indian rupee

(“INR”) in a managed floating regime. The INR is partially

convertible and has a non-deliverable offshore market. Onshore

deliverable forwards are also available out to 10 years. The

most common tenor with the best liquidity in the forwards market

is one year or less. The RBI monitors the value of the INR

against the REER. The INR exchange rate is determined in the

interbank foreign exchange market. The INR is convertible for

exports and imports of goods and services as well as unilateral

transfers, including repatriating profits from foreign-funded

companies, as well as for daily recurring transactions in the

ordinary course of business. However, the INR is restricted on

capital accounts (purchase and sale transactions of foreign

assets and liabilities) and there are specific transactions that

have to be authorized by the RBI or other relevant government

departments for routine capital account transactions, e.g. foreign

currency borrowings under the approval route or foreign direct

investments that are not permitted under the automatic route. A

daily benchmark fixing is published by the Financial Benchmark

of India Limited for INR against USD, EUR, JPY and GBP. Other

permitted capital account transactions that are allowed, subject

to compliance with local applicable regulations, include foreign

direct investment, foreign currency loans and bonds, securities

and equity investments overseas. In April 2020, the RBI issued

final guidelines on “Hedging of foreign exchange risk by

Residents and Non-Residents”. The simplified guidelines are

expected to have a positive material impact on product suite,

procedures and requirements for hedging requests which will

impact both local and global franchises.

Management report

100

Kazakhstan

In August 2015, the National Bank of Kazakhstan devalued the

Kazakhstan tenge and introduced a free-floating exchange rate

with an inflation targeting regime. The National Oil Fund

conducts open market operations to finance economic

programs, hence the current exchange rate regime may be best

described as a managed float. Liquidity in foreign exchange

markets is limited and mainly non-deliverable forwards are

traded on offshore markets. There are no restrictions on tenge

convertibility, but domestic legal entities must state their reasons

for buying foreign currency and may only trade with authorized

banks.

South Africa

The South African Reserve Bank ("SARB") operates a managed

floating exchange rate system. The South African rand (“ZAR”)

is deliverable and largely convertible, and the SARB is gradually

relaxing exchange rate controls. The currency is deliverable and

traded out to 10 years, although liquidity is highest in tenors of

two years or less. Since January 1, 2014, companies may apply

for approval to establish a holding company to hold their

offshore investments. Subject to certain conditions, listed

companies may place ZAR 3 billion per year with such holding

companies, which can be transferred offshore without exchange

control approval, and unlisted companies may transfer ZAR 2

billion per year. All funds transferred into or out of South Africa

must be declared to the SARB. Active currency hedging with

maturity of more than 12 months requires documentary

evidence of firm and ascertainable commitment. In most cases,

there are no restrictions on capital inflows. However, all

incoming loans are subject to the SARB’s approval and

institutions’ overseas investments are restricted to 25% of retail

assets for retirement funds and long-term insurers.

Ukraine

The National Bank of Ukraine ("NBU") is responsible for the

country’s monetary policy. Due to the ongoing geopolitical

conflict with Russia since the end of February 2022, on-shore

liquidity on Ukrainian Hryvnya ("UAH") has been significantly

reduced, leading to the NBU implementing strong regulation to

control foreign exchange transactions: thus, legal entities must

first use foreign currencies they have at their disposal and then

access the foreign exchange market of Ukraine. In addition,

NBU has frozen the official exchange rate, currently at

36.57UAH/USD. Doing offshore NDF remains possible, but only

in extremely limited circumstances.

Venezuela

Venezuela’s foreign exchange regime has been characterized

by governmental devaluation and legislative changes. DICOM is

the country’s official exchange rate. On August 20, 2018, the

bolivar soberano ("VES") replaced the bolivar fuerte ("VEF") at a

rate of 1 VES to 100,000 VEF. The only way to convert the VES

is through the DICOM rate, which sets an exchange limit of

€340,000 per month for domestic legal entities. Since

September 7, 2018, currency purchase and sale transactions

can be freely converted by direct agreement between the

parties, provided they do so through the exchange operators of

the Central Bank, however, the Central Bank of Venezuela can

intervene in these operations whenever it deems necessary to

avoid distortions of the exchange value of the national currency.

Local banks are allowed to provide accounts in USD and other

convertible currencies as well as the transfer of funds between

banks. Since this regime's effective date, the foreign exchange

market has been characterized by limited existence of

customers and transactions for insignificant amounts.

Transactions are allowed on a non-deliverable offshore market,

but liquidity is very limited. On October 1, 2021, Venezuela

Government launched its second monetary overhaul in three

years by cutting six zeros from the bolivar currency in response

to hyperinflation. Consequently, the currency has been renamed

from VES to VED.

Management report

101

Disclosure pursuant to Section 219 of the Iran Threat Reduction

& Syria Human Rights Act (ITRA) ArcelorMittal’s business with

customers in Iran

Section 219 of the Iran Threat Reduction and Syria Human

Rights Act of 2012 added Section 13(r) to the U.S. Securities

Exchange Act of 1934, as amended (the Exchange Act).

Section 13(r) requires an issuer to disclose in its annual reports

whether it or any of its affiliates knowingly engaged in certain

activities, transactions or dealings relating to Iran. Disclosure is

required even where the activities, transactions or dealings are

conducted outside the United States by non-US persons in

compliance with applicable law, and whether or not the activities

are sanctionable under US law.

In 2022, neither ArcelorMittal nor any of its affiliates engaged in

activities, transactions or dealings relating to Iran triggering

disclosure under Section 13(r).

ArcelorMittal continues to monitor developments in this area, in

particular the status of U.S. Sanctions, the Joint Comprehensive

Plan of Action ("JCPOA") and EU Sanctions, and the expansion

of the EU Blocking Regulation (Council Regulation (EC)

2271/96). ArcelorMittal carefully monitors political risk and

sanctions exposure and has procedures and systems in place

intended to manage those risks.

However, ArcelorMittal’s business is subject to an extensive,

complex and evolving regulatory framework. It is possible that

ArcelorMittal may face conflicting obligations or risks under U.S.

direct and secondary sanctions and the EU Blocking Regulation,

or other conflicting instruments. Despite its governance,

compliance policies and procedures and continuous efforts to

comply with all applicable sanctions regimes, its systems and

procedures may not always prevent the occurrence of violations

which may lead to regulatory penalties or cause reputational

harm to operating subsidiaries, joint ventures or associates. See

“Introduction—Risk factors.”

Management report

102

Organizational structure

ArcelorMittal is a holding company with no business operations of its own. All of ArcelorMittal’s significant operating subsidiaries are

indirectly owned by ArcelorMittal through intermediate holding companies. The following chart represents the operational structure of

the Company, including ArcelorMittal’s significant operating subsidiaries and not its legal or ownership structure.

•Acquisition during the year. For more details see section - 'Key transactions and events in 2022' above and note 2.2.4 to the consolidated financial statements.

Management report

103

Management report

104

Please refer to the "Glossary—definitions, terminology and

principal subsidiaries" for a listing of the Company’s principal

subsidiaries, including country of incorporation. Please refer to

note 2.2.1 of the consolidated financial statements for the

ownership percentages of these subsidiaries. Unless otherwise

stated, the subsidiaries as listed have share capital consisting

solely of ordinary shares, which are held directly or indirectly by

the Company and the proportion of ownership interests held

equals to the voting rights held by the Company.

Investments accounted for under the equity method

ArcelorMittal has investments in entities accounted for under the

equity method as detailed in note 2.4 to ArcelorMittal’s

consolidated financial statements. The Company's key

investments in joint ventures are AMNS India, Acciaierie d'Italia,

Calvert and VAMA for which the Company holds 60%, 62%,

50% and 50%, respectively. See section “Property, plant and

equipment—Investments in joint ventures” for further details.

Reportable segments

ArcelorMittal reports its business in the following five reportable

segments corresponding to continuing activities: NAFTA, Brazil,

Europe, ACIS and Mining.

As from April 1, 2021, ArcelorMittal implemented changes to its

organizational structure whereby primary responsibility for

captive mining operations whose output is mainly consumed by

their respective steel segments has been transferred to such

segments. The Mining segment retains primary responsibility for

the operation of the seaborne oriented operations at AMMC and

ArcelorMittal Liberia Ltd, and will continue to provide technical

support to all mining operations within the Company. Only the

seaborne-oriented operations of AMMC and ArcelorMittal Liberia

Ltd are reported within the Mining segment. The results of all

other mines are henceforth accounted for within the steel

segment that they primarily supply.

NAFTA produces flat, long and tubular products. Flat products

include slabs, hot rolled coil, cold rolled coil, coated steel

products and plate and are sold primarily to customers in the

following sectors: automotive, energy, construction packaging

and appliances and via distributors and processors. Flat product

facilities are located at two integrated and mini-mill sites located

in two countries. Long products include wire rod, sections, rebar,

billets, blooms and wire drawing. Long production facilities are

located at two integrated and mini-mill sites located in two

countries. In 2022, shipments from NAFTA totaled 9.6 million

tonnes. The raw material supply of the NAFTA operations

includes sourcing from iron ore captive mines in Mexico to

supply the steel facilities.

Brazil produces flat, long and tubular products. Flat products

include slabs, hot rolled coil, cold rolled coil and coated steel.

Long products comprise sections, wire rod, bar and rebars,

billets and wire drawing. In 2022, shipments from Brazil totaled

11.5 million tonnes. The raw material supply of the Brazil

operations includes sourcing from iron ore captive mines in

Brazil.

Europe produces flat, long and tubular products. Flat products

include hot rolled coil, cold rolled coil, coated products, tinplate,

plate and slab. These products are sold primarily to customers

in the automotive, general industry and packaging sectors. Flat

product facilities are located at 11 integrated and mini-mill sites

located in five countries. Long products include sections, wire

rod, rebar, billets, blooms and wire drawing. Long product

facilities are located at 10 integrated and mini-mill sites in seven

countries. In addition, Europe includes downstream solutions,

which provides primarily distribution of long and flat products as

well as value-added and customized steel solutions through

further processing to meet specific customer requirements. In

2022, shipments from Europe totaled 30.2 million tonnes. The

raw material supply of Europe operations includes sourcing from

iron ore captive mines in Bosnia & Herzegovina.

ACIS produces a combination of flat, long and tubular products.

It has five flat and long production facilities in three countries. In

2022, shipments from ACIS totaled 6.4 million tonnes, with

shipments made on a worldwide basis. The raw material supply

of the ACIS operations includes sourcing from iron ore captive

mines in Kazakhstan and Ukraine and coal captive mines in

Kazakhstan.

Mining provides the Company's steel operations with high

quality and low-cost iron ore reserves and also sells mineral

products to third parties. Mining segment iron ore mines are

located in North America and Africa. In 2022, iron ore production

in the Mining segment totaled approximately 28.6 million tonnes.

Properties and capital expenditures

Property, plant and equipment

ArcelorMittal has steel production facilities, as well as iron ore

and coal mining operations, in North and South America,

Europe, Asia and Africa.

All of ArcelorMittal's operating subsidiaries are substantially

owned by ArcelorMittal through intermediate holding companies,

and are grouped into the five reportable segments described

above. Unless otherwise stated, ArcelorMittal owns all of the

assets described in this section. Regarding ArcelorMittal's iron

ore and coal mines, see also "—Reserves and resources (iron

ore and coal)" below, where information is provided in

accordance with SEC Regulation S-K, Subpart 1300 (“S-K

1300”).

Management report

105

For further information on environmental issues that may affect

ArcelorMittal’s utilization of its assets, see “Business overview—

Government regulations”, "Business overview—Sustainable

development" and note 9.1 to ArcelorMittal’s consolidated

financial statements.

Steel production facilities of ArcelorMittal

The following table provides an overview by type of steel facility

of the principal production units of ArcelorMittal’s operations.

While all of the Group’s facilities are shown in the tables, only

the facilities of significant subsidiaries are described textually for

each segment. The facilities included in the tables are listed

from upstream to downstream in the steel-making process.


Facility	Number of Facilities	Capacity (in million tonnes per year)1	Production in 2022 (in million tonnes)2
Coke Oven Battery	48	25.2	17.2
Sinter Plant	22	76.9	43.2
Blast Furnace	34	63.0	42.1
Basic Oxygen Furnace (including Tandem Furnace)	44	66.9	44.9
DRI/HBI Plant	13	10.6	6.7
Electric Arc Furnace	30	24.9	15.1
Continuous Caster—Slabs	28	59.6	40.2
Hot Rolling Mill	14	53.8	34.0
Pickling Line	21	24.0	10.8
Tandem Mill	25	27.7	16.7
Annealing Line (continuous / batch)	28	12.3	5.9
Skin Pass Mill	18	11.2	4.7
Plate Mill	5	1.7	1.0
Continuous Caster—Bloom / Billet	32	31.5	18.5
Breakdown Mill (Blooming / Slabbing Mill)	1	6.0	0.3
Billet Rolling Mill	3	2.6	0.9
Section Mill	22	12.2	4.8
Bar Mill	18	7.8	5.8
Wire Rod Mill	16	10.5	6.0
Hot Dip Galvanizing Line	39	15.6	11.6
Electro Galvanizing Line	8	1.6	0.7
Tinplate Mill	12	2.4	1.3
Color Coating Line	16	2.6	1.5
Seamless Pipes	3	0.4	0.2
Welded Pipes	100	4.1	1.1

1.Reflects design capacity and does not take into account other constraints in the production process (such as, upstream and downstream bottlenecks and product mix

changes). As a result, in some cases, design capacity may be different from the current achievable capacity.

2.Production facility details include the production numbers for each step in the steel-making process. Output from one step in the process is used as input in the next step

in the process. Therefore, the sum of the production numbers does not equal the quantity of sellable finished steel products.

Management report

106


Crude steel production by process and segment in 2022 (in million tonnes)

Segment	Basic oxygen furnace	Electric arc furnace	Total
NAFTA	3.1	5.2	8.3
Brazil	7.8	4.1	11.9
Europe	26.6	5.3	31.9
ACIS	6.8	0.1	6.9
Total	44.3	14.7	59.0


Blast furnace and electric arc furnace facilities
Segment	Blast furnaces	Electric arc furnaces
NAFTA	3	8
Brazil	6	8
Europe	15	13
ACIS	10	1
Total	34	30


NAFTA			Crude Steel

Unit	Country	Locations	Production in 2022 (in million tonnes per year)1	Type of plant	Products
ArcelorMittal Dofasco	Canada	Hamilton	2.8	Integrated, Mini-mill	Flat
ArcelorMittal Texas HBI	USA	Corpus Christi	n/a	Iron-Making	Hot briquetted iron
ArcelorMittal Mexico	Mexico	Lázaro Cárdenas, Celaya	3.7	Mini-mill, Integrated, and Downstream	Flat, Long/ Bar, Wire Rod
AMLPC	Canada	Contrecoeur East, West	1.7	Mini-mill	Long/ Wire Rod, Bars, Slabs
ArcelorMittal Tubular Products	Canada	Brampton	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products	Canada	London	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products	Canada	Woodstock	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products	Canada	Hamilton	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products	USA	Shelby	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products	USA	Marion	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products	Mexico	Monterrey	n/a	Downstream	Pipes and Tubes


Captive mining operations
Unit	Country	Locations	ArcelorMittal Interest (%)	Type of Mine	Product
ArcelorMittal Mexico (excluding Peña Colorada)	Mexico	Sonora, Sinaloa and Michoacán	100.0	Iron Ore Mine (open pit)	Concentrate, lump and fines
ArcelorMittal Mexico Peña Colorada	Mexico	Minatitlán	50.0	Iron Ore Mine (open pit)	Concentrate and pellets

1.n/a = not applicable (no crude steel production).

Management report

107

ArcelorMittal Dofasco

ArcelorMittal Dofasco (“Dofasco”) is a leading North American

steel solution provider and Canada’s largest manufacturer of flat

rolled steels. Dofasco’s steel-making plant in Hamilton, Ontario

is adjacent to water, rail and highway transportation. The plant

uses both integrated and EAF-based steelmaking processes. Its

products include hot rolled, cold rolled, galvanized and tinplate.

Dofasco supplies these products to the automotive,

construction, packaging, manufacturing, pipe and tube and steel

distribution markets.

On October 13, 2022, ArcelorMittal, in the presence of the

governments of Canada and Ontario, broke ground on its plan

for a CAD$1.8 billion investment in a low-carbon emissions

steelmaking project at ArcelorMittal Dofasco’s plant in Hamilton.

The investment is expected to reduce annual CO2 emissions at

ArcelorMittal’s Hamilton, Ontario operations by approximately 3

million tonnes, which represents approximately 60% of

emissions. This means the Hamilton plant will transition away

from the BF – BOF steelmaking production route to the DRI –

EAF production route, which carries a significantly lower carbon

footprint. The project is scheduled to be completed by 2028.

See “Business overview—Sustainable development highlights-

leading the decarbonization of the steel industry".

Two key investment projects were also completed at

ArcelorMittal Dofasco during 2022. The hot strip mill

modernization project (to install two new state-of-the-art coilers

and runout tables to replace three end-of-life coilers as well as

to upgrade the strip cooling system) was completed in the

second quarter of 2022. In addition, the #5 CGL conversion to

AluSi® project (addition of up to 160,000 tonnes per year

Aluminum Silicon (AluSi®) coating capability to #5 Hot-Dip

Galvanizing Line for the production of Usibor® steels) was

technically completed with first prime coil produced in July 2022.

Currently, product commercialization and ramp-up are in

progress.

ArcelorMittal Texas HBI

On June 30, 2022, ArcelorMittal completed the acquisition of an

80% shareholding in voestalpine’s HBI plant located near

Corpus Christi, Texas see "“Introduction—Key transactions and

events in 2022". The state-of-the-art plant, which was opened in

October 2016, is one of the largest of its kind in the world and

produces Hot Briquetted Iron ("HBI"), a high quality feedstock

made through the direct reduction of iron ore which is used to

produce high-quality steel grades in an EAF, but it can also be

used in blast furnaces, resulting in lower coke consumption. The

plant has an annual capacity of two million tonnes of HBI, which

is a premium, compacted form of DRI developed to overcome

issues associated with shipping and handling DRI. The

transaction enhances ArcelorMittal’s ability to produce the high-

quality input materials required for low carbon emissions

steelmaking, and reinforces the Company’s position as a world

leader in DRI production. The facility includes its own deep-

water port and unused land on the site which provides options

for further development.

ArcelorMittal Mexico

ArcelorMittal Mexico produces both flat and long steel products

and operates an integrated route and EAF route using DRI. It

produces higher quality slabs for use in specialized steel

applications in the automotive, line pipe manufacturing,

shipbuilding and appliance industries. It is also one of the

largest single rebar and wire rod production facilities in Mexico

and mainly uses the integrated route for steelmaking. The

facility is located in Lázaro Cárdenas in the Michoacán state by

the Pacific coast and is highly accessible by ocean, rail, and

other means. It also operates a rebar mill at Celaya with billets

sourced from the Lazaro facility.

The new hot strip mill project which had commenced in the

fourth quarter of 2017 produced its first coils in December 2021.

Ramp-up is currently underway and on track.

ArcelorMittal Mexico Mining Assets

ArcelorMittal Mexico operates three iron ore mines in Mexico,

the San José and Las Truchas mines and Consorcio Minero

Benito Juarez Peña Colorada, S.A. de C.V. ("Peña Colorada"), a

50/50 joint operation between ArcelorMittal and Ternium S.A

("Ternium"). In 2019, the El Volcan mine was closed and

ArcelorMittal continues to operate certain parts of the El Volcan

facilities with material coming from the San José mine. For

further details on Mexico mines production and other

information, see "Properties and capital expenditures—

Reserves and Resources (iron ore and coal)".

Peña Colorada

Peña Colorada operates an open pit mine in the province of

Minatitlán in the northwestern part of the State of Colima,

Mexico. It also operates a concentrating facility and a two-line

pelletizing facility. The beneficiation plant is located at the mine,

whereas the pelletizing plant is located in Manzanillo. The

magnetite concentrate produced at the mine is shipped from

Manzanillo to ArcelorMittal Mexico, as well as to Ternium’s steel

plants by ship and by rail.

El Volcan & San José

ArcelorMittal operates the San José and El Volcan mines in the

state of Sonora, Mexico. The El Volcan mine stopped production

in April 2019 due to depletion of reserves, but mining has

continued at the San José mine located approximately 40

kilometers from Culiacán City, in the south of the Sinaloa State.

The El Volcan facilities which continue to be used with materials

from the San José mine include the concentration plant and port

installations. Concentrate produced is transported by rail to the

Management report

108

Pacific port of Guaymas and then shipped to the steel plant in

Lázaro Cárdenas.

Las Truchas

ArcelorMittal operates the Las Truchas mine located

approximately 27 kilometers southeast of the town of Lázaro

Cárdenas in the State of Michoacán, Mexico. The concentrated

ore is pumped from the mine site through a slurry pipeline to the

steel plant facility in Lázaro Cárdenas.

ArcelorMittal launched a project to increase pellet feed

production at Las Truchas mine to 2.3 million tonnes per annum

with DRI concentrate grade capability. Production is expected to

start in the second half of 2024. See "—Capital expenditures".

For further details on ArcelorMittal Mexico mining assets

production and other information, see "—Reserves and

Resources (iron ore and coal)".

AMLPC

AMLPC is the largest mini-mill in Canada and has the flexibility

to use either DRI or scrap, depending on their respective

economics. It produces wire rods, wire products and bars,

primarily sold in Canada and the United States and principally

serves the automotive, appliance, transportation, machinery and

construction industries. It also produces slabs that are used

within ArcelorMittal.

On May 2, 2022, ArcelorMittal announced that AMLPC had

successfully tested the use of green hydrogen in the production

of DRI at its steel plant in Contrecoeur, Quebec. This test is an

important milestone in the Company’s journey to produce zero

carbon emissions steel via the DRI-based steelmaking route

using green hydrogen as an input. This is also a major step

forward since the iron ore reduction process alone contributes to

more than 75% of AMLPC's overall CO2 emissions. AMLPC is

evaluating the possibility of carrying out further tests by

increasing the use of green hydrogen at the DRI plant, which

could eventually reduce CO2 emissions in Contrecoeur by

several hundred thousand tonnes per year. See “Introduction—

Sustainable development highlights - leading the

decarbonization of the steel industry".


BRAZIL			Crude Steel

Unit	Country	Locations	Production in 2022 (in million tonnes per year) 1	Type of plant	Products
Sol	Brazil	Vitoria	n/a	Coke-Making	Coke
ArcelorMittal Tubarão 2	Brazil	Vitoria	6.6	Integrated	Flat
ArcelorMittal Vega	Brazil	São Francisco do Sul	n/a	Downstream	Flat
ArcelorMittal Brasil 3	Brazil	João Monlevade	1.1	Integrated	Long/ Wire Rod
ArcelorMittal Brasil	Brazil	Juiz de Fora, Piracicaba	1.9	Mini-mill	Long/ Bar, Wire Rod
ArcelorMittal Brasil 4	Brazil	Barra Mansa, Resende	1.0	Mini-mill	Long/Rebar, Wire rod, Bars, Sections, Wires
Acindar	Argentina	Villa Constitucion	1.2	Mini-mill	Long/ Wire Rod, Bar
ArcelorMittal Costa Rica	Costa Rica	Costa Rica	n/a	Downstream	Long/ Wire Rod
Industrias Unicon	Venezuela	Barquisimeto, Matanzas, La Victoria	n/a	Downstream	Pipes and Tubes


Captive mining operations
Unit	Country	Locations	ArcelorMittal Interest (%)	Type of Mine	Product
ArcelorMittal Brasil Andrade Mine	Brazil	State of Minas Gerais	100.0	Iron Ore Mine (open pit)	Fines
ArcelorMittal Mineração Serra Azul	Brazil	State of Minas Gerais	100.0	Iron Ore Mine (open pit)	Lump and fines

1.n/a = not applicable (no crude steel production).

2.New coke oven battery #4 was successfully commissioned at ArcelorMittal Tubarão plant in April 2022.

3.ArcelorMittal Brasil successfully performed the start-up of its wire rod mill #3 at Monlevade in January 2022.

4.ArcelorMittal Brasil definitively discontinued operation of its long rolling mill #2 ("Demag") at Barra Mansa in the first quarter of 2022.

Management report

109

ArcelorMittal Brasil

ArcelorMittal Brasil produces both flat and long steel products.

Flat products are manufactured at ArcelorMittal Tubarão and

ArcelorMittal Vega. Its products include slabs, hot rolled coil,

cold rolled coil and galvanized steel, and serve customers in

automotive, appliances, construction and distribution segments.

The Tubarão complex uses the integrated steelmaking route to

produce slabs and rolling hot rolled coils and is strategically

located with access to the Praia Mole Marine Terminal as well

as road and railway systems. The Vega facility has cold rolling

and coating facilities and easy access to the port of São

Francisco do Sul. The expansion project is under execution in

Vega to provide additional 700,000 tonnes of cold rolled

annealed and galvanized capacity with construction of a new

continuous annealing line and continuous galvanizing combiline

to serve the growing domestic market. The project is expected

to be completed in the fourth quarter of 2023. See "—Capital

expenditures".

ArcelorMittal Brasil’s long products include wire rod and wire,

sections, merchant bars, special bars and rebars, for use in civil

construction, industrial manufacturing, agricultural and

distribution sectors. It produces transformed products including,

among others, welded mesh, trusses, annealed wire and nails. It

owns upstream and downstream steel facilities in Monlevade,

Juiz de Fora, Piracicaba, Barra Mansa and Resende and

operates an extensive distribution network across the country

selling to retail customers. It owns interests in two subsidiaries,

Belgo Bekaert Arames Ltda. ("BBA"), which manufactures wire

products for agricultural and industrial end-users, and Belgo-

Mineira Bekaert Artefatos de Arame Ltda., which produces steel

cords used in the tire industry. ArcelorMittal Brasil also owns

forests, and its subsidiary ArcelorMittal Bioflorestas produces

charcoal from eucalyptus forestry operations that is used to fuel

its furnaces in Juiz de Fora and to exchange for pig iron with

local producers.

The Monlevade upstream expansion project consisting of sinter

plant, blast furnace and meltshop and aiming at increase in

liquid steel capacity by 1 million tonnes per annum

recommenced in late 2021. The project is expected to be

completed in the second half of 2024. See "—Capital

expenditures".

A new investment in a sections mill with 400,000 tonnes per

annum production capacity at Barra Mansa commenced in the

first quarter of 2022 and is expected to be completed during the

first quarter of 2024. See "—Capital expenditures".

On July 28, 2022, ArcelorMittal announced it had signed an

agreement with the shareholders of Companhia Siderúrgica do

Pecém (‘CSP’) to acquire CSP for an enterprise value of

approximately $2.2 billion, with transaction closing expected to

close during the first quarter of 2023 following receipt of

corporate and regulatory approvals, including CADE (Brazilian

antitrust) See "Introduction—Key transactions and events in

2022". CSP is a world-class operation, producing high-quality

slab at a globally competitive cost. CSP’s state-of-the-art steel

facility in the state of Ceará in northeast Brazil was

commissioned in 2016 and produced its first slabs in June of

that year. It operates a 3 million tonne capacity blast furnace

and has access via conveyors to the Port of Pecém, a large

scale, deep water port located 10 kilometers from the plant.

Acindar

Acindar is the largest long steel producer in Argentina. It

manufactures and distributes products to meet the needs of the

construction, industrial, and agricultural sectors. It produces

rebars, square, round, drawn and flat bars, meshes, nails,

preassembled and welded cages, structural sections, piles, wire

rod and barbed wire. It has an in-house distribution network that

serves end-users across Argentina.

ArcelorMittal Brasil - Andrade Mine

ArcelorMittal Brasil operates the Andrade mine located

approximately 80 kilometers east of Belo Horizonte in the Minas

Gerais State of Brazil. In addition to the open pit mine,

ArcelorMittal operates a crushing and screening facility. Fine

material produced at the mine is transported to the Monlevade

plant through a private railway line.

ArcelorMittal Brasil - Serra Azul Mine

ArcelorMittal Brasil operates the Serra Azul mine located

approximately 50 kilometers southwest of the town of Belo

Horizonte in the Minas Gerais State of Brazil. ArcelorMittal

operates an open pit mine and a concentrating facility at the

site. Iron ore product is shipped mainly to the ArcelorMittal Brasil

integrated plants and to the local Brazilian market.

In 2021, ArcelorMittal launched an investment at Serra Azul

mine to construct facilities to produce 4.5 million tonnes per

annum of DRI quality pellet feed by exploiting compact itabirite

iron ore. Production is expected to start in the second half of

2024. See "—Capital expenditures".

For further details on Brazil mines production and other

information, see "—Reserves and Resources (iron ore and

coal)".

Management report

110


EUROPE			Crude Steel

Unit	Country	Locations	Production in 2022 (in million tonnes per year) 1	Type of plant	Products
ArcelorMittal Bremen	Germany	Bremen, Bottrop	3.1	Integrated	Flat, Coke
ArcelorMittal Eisenhüttenstadt	Germany	Eisenhüttenstadt	1.7	Integrated	Flat
ArcelorMittal Belgium 2	Belgium	Ghent, Geel, Genk, Liège	5.0	Integrated and Downstream	Flat
ArcelorMittal France 3	France	Dunkirk, Mardyck, Montataire, Desvres, Florange, Mouzon, Basse-Indre	5.1	Integrated and Downstream	Flat
ArcelorMittal Méditerranée 4	France	Fos-sur-Mer, Saint-Chély	3.1	Integrated and Downstream	Flat
ArcelorMittal España 5	Spain	Avilés, Gijón, Etxebarri, Lesaka, Sagunto	3.6	Integrated and Downstream	Flat, Long, Rails, Wire Rod
ArcelorMittal Avellino & Canossa	Italy	Avellino	n/a	Downstream	Flat
ArcelorMittal Poland 6	Poland	Kraków, Swietochlowice, Dabrowa Gornicza, Chorzow, Sosnowiec, Zdzieszowice	3.4	Integrated and Downstream	Flat, Long, Coke/ Sections, Wire Rod, Sheet Piles, Rails
ArcelorMittal Sestao	Spain	Bilbao	0.2	Mini-mill	Flat
Industeel	France, Belgium	Charleroi, Le Creusot, Chateauneuf, Saint-Chamond, Seraing, Dunkirk	0.4	Mini-mill and Downstream	Flat
ArcelorMittal Belval & Differdange	Luxembourg	Esch-Belval, Differdange, Rodange	1.9	Mini-mill	Long/Sheet Piles, Rails, Sections & Special Sections
ArcelorMittal Olaberria- Bergara	Spain	Olaberría, Bergara	1.0	Mini-mill	Long/ Sections
ArcelorMittal Gandrange	France	Gandrange	n/a	Downstream	Long/ Wire Rod, Bars
ArcelorMittal Warszawa	Poland	Warsaw	0.5	Mini-mill	Long/ Bars
ArcelorMittal Hamburg 7	Germany	Hamburg	0.7	Mini-mill	Long/ Wire Rods
ArcelorMittal Duisburg	Germany	Ruhrort, Hochfeld	1.0	Integrated	Long/ Billets, Wire Rod
ArcelorMittal Hunedoara	Romania	Hunedoara	0.1	Mini-mill	Long/ Sections
Sonasid	Morocco	Nador, Jorf Lasfar	0.6	Mini-mill	Long/ Wire Rod, Bars, Rebars in Coil
ArcelorMittal Zenica	Bosnia and Herzegovina	Zenica	0.7	Mini-mill / Integrated	Long/ Wire Rod, Bars
ArcelorMittal Tubular Products Roman SA 8	Romania	Roman	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products Iasi SA	Romania	Iasi	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products Karvina a.s.	Czech Republic	Karvina	n/a	Downstream	Pipes and Tubes

Management report

111


EUROPE (continued)			Crude Steel

Unit	Country	Locations	Production in 2022 (in million tonnes per year) 1	Type of plant	Products
ArcelorMittal Tubular Products Kraków	Poland	Kraków	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products Hautmont	France	Hautmont	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products Vitry	France	Vitry	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products Chevillon	France	Chevillon	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products Lexy	France	Lexy, Rettel, Vincey, Fresnoy-le-Grand	n/a	Downstream	Pipes and Tubes
Condesa Fabril	Spain	Legutiano	n/a	Downstream	Pipes and Tubes
Zalain Transformados	Spain	Zalain-Lesaka	n/a	Downstream	Pipes and Tubes
Perfiles de Precision	Spain	Berrioplano	n/a	Downstream	Pipes and Tubes
SRW Schwarzwälder Röhrenwerk	Germany	Altensteig-Walddorf	n/a	Downstream	Pipes and Tubes


Captive mining operations
Unit	Country	Locations	ArcelorMittal Interest (%)	Type of Mine	Product
ArcelorMittal Prijedor	Bosnia and Herzegovina	Prijedor	51.0	Iron Ore Mine (open pit)	Concentrate and lump

1.n/a = Not applicable (no crude steel production).

2.ArcelorMittal Belgium disposed of the two idled electrogalvanizing lines #3 and #4 at its Liège plant in the third quarter of 2022, as well as definitively discontinued

operations of Liège's batch annealing line, temper mill and organic coating line.

3.Blast furnace #2 at Dunkirk plant was permanently idled in July 2022.

4.Blast furnace #2 at Fos-sur-Mer plant was temporarily idled in December 2022 in response to market conditions.

5.Blast furnace A at Gijón plant was temporarily stopped in September 2022 in response to market conditions.

6.Blast furnace #3 at Dąbrowa Górnicza plant was temporarily stopped in September 2022 in response to market conditions. It was restarted in January 2023.

7.Direct reduced iron (DRI) facility at Hamburg plant was temporarily stopped in September 2022 in response to market conditions.

8.ArcelorMittal Tubular Products Roman decommissioned and disposed of its seamless pipe mill #3 ("20-inch Pilger mill") in in the first quarter of 2022.

ArcelorMittal France

ArcelorMittal France has locations in Dunkirk, Mardyck,

Montataire, Desvres, Florange, Mouzon and Basse-Indre. The

sites of ArcelorMittal France produce and market a wide range

of flat steel products, including slabs, hot rolled and pickled

coils, as well as high-value finished products, such as cold

rolled, hot dip galvanized, aluminized and organic coated

material, tinplate, draw wall ironed tinplate ("DWI") and tin free

steel. ArcelorMittal France’s products are sold principally in the

regional market in France and Western Europe. Certain of its

products are designed for the automotive market, such as

Ultragal®, Extragal®, galfan, Usibor® (hot dip galvanized), while

others are designed for the consumer goods and appliances

market, such as Solfer® (cold rolled) for enameling applications,

as well as packaging market.

The Dunkirk site has primary facilities and produces slabs as

well as hot rolled coils for other ArcelorMittal France sites.

The Mardyck site has finishing facilities and supplies the hot dip

coating lines of Montataire.

The Florange site supplies through its hot strip mill and 2 cold

rolling mills: the 2 hot dip coating lines of Florange (GALSA 1

and 2), the continuous annealing line of Florange, the hot dip

coating lines of Mouzon, as well as the tinplate facilities of

Florange and Basse-Indre. Mouzon is specialized in finishing

hot dip coating operations.

The Florange site has primary (hot strip mill) and finishing

facilities that are located mainly along the Fensch River in

Lorraine. The liquid phase of Florange has been idled since

October 2011 and the Company began the definitive closure

Management report

112

and dismantling of this facility in 2018. The Florange coke oven

battery was permanently closed in the second quarter of 2020.

The site of Basse-Indre specializes in packaging activities.

On February 4, 2022, ArcelorMittal announced plans for the

acceleration of its decarbonization process with a €1.7 billion

investment in its Fos-sur-Mer and Dunkirk sites in France (while

maintaining equivalent production capacities), supported by the

French Government. This investment is expected to enable a

profound transformation of steelmaking in France and a total

reduction of close to 40% or 7.8 million tonnes per annum in

ArcelorMittal’s CO2 emissions in France by 2030. This

transformation will represent a 10% reduction in greenhouse

gas emissions from the manufacturing industry in France and

will put French steelmaking industry on the path of the Paris

agreement. Specifically, in Dunkirk, ArcelorMittal plans to build a

2.5 million tonnes DRI unit to transform iron ore using hydrogen

instead of coal. This DRI will be coupled with an innovative

technology electric furnace and complemented by an additional

EAF. The new industrial facilities will gradually replace 2 out of 3

of ArcelorMittal’s blast furnaces in Dunkirk by 2030. Other

investments are already underway to continue to increase the

proportion of steel scrap used. See “Introduction—Sustainable

development highlights - leading the decarbonization of the steel

industry".

On March 17, 2022, ArcelorMittal announced an investment with

the support of the French government, to create a new

production unit for electrical steels at its Mardyck site in the

north of France. This new unit will specialize in the production of

electrical steels for the engines of electric vehicles and will

complement ArcelorMittal’s existing electrical steels plant in

Saint-Chély d’Apcher, in the south of France. The $0.5 billion

investment program aims at implementing a production capacity

of about 170,000 tonnes of non-grain orientated electrical steels

(of which 145,000 tonnes would be for automotive applications)

consisting of annealing and pickling line, reversing mill and

annealing and varnishing line to be installed. It is expected to be

completed in two steps: the commissioning and ramp-up of the

end-of-streamline (annealing and coating line and related

installations) is expected to be in the second half of 2024, and

operations on the annealing and pickling line and the reversing

mill are expected to begin in the second quarter of 2025. See

“Introduction—Sustainable development highlights - leading the

decarbonization of the steel industry" and "—Capital

expenditures".

Blast furnace #2 at Dunkirk site was temporarily stopped in July

2022 in response to market conditions. It was expected to be

restarted in September 2022 when blast furnace #3 would be

taken down for maintenance, however, it was subsequently

decided to permanently idle the blast furnace #2.

ArcelorMittal Belgium

ArcelorMittal Ghent

ArcelorMittal Ghent is a fully integrated steel plant which is

located along the Ghent-Terneuzen canal, approximately 17

kilometers from the Terneuzen sea lock, which links the works

directly with the North Sea. The canal is of the Panamax type

and can accommodate ships of up to 65,000 tonnes.

ArcelorMittal Ghent produces high added-value flat steel

products. A significant part of the production is coated, either by

hot dip galvanizing, electro galvanizing or organic coating.

ArcelorMittal Ghent also includes one organic coating line

located in Geel and one electro galvanizing line located in Genk.

ArcelorMittal Ghent’s products are mainly used in the

automotive industry and in household appliances, tubes,

containers, radiators and construction.

ArcelorMittal has finalized the construction of two industrial

scale plants at its site in Ghent in the framework of the Carbalyst

and Torero projects which are leveraging breakthrough smart

carbon technologies to enable the use of circular carbon. The

inauguration took place on December 8, 2022. See “Introduction

—Sustainable development highlights - leading the

decarbonization of the steel industry".

On September 28, 2021, ArcelorMittal announced that it had

signed a letter of intent with the governments of Belgium and

Flanders, supporting a €1.1 billion project to build a 2.5 million-

tonne DRI plant and two electric arc furnaces (EAF) at its site in

Ghent, to operate alongside its state-of-the-art blast furnace B

that is ready to take waste wood and plastics as a substitute for

fossil carbon. Once the DRI and electric arc furnaces are built,

there will be a transition period during which production will

move gradually from blast furnace A to the DRI and electric arc

furnaces, after which the blast furnace A will be closed as it

reaches the end of its life. By 2030, this is expected to result in a

reduction of around three million tonnes of CO2 emissions each

year. Approval from the European Commission for the funding

support is under discussion.

ArcelorMittal Liège

The finishing facilities of ArcelorMittal Liège are located west of

Liège. ArcelorMittal Liège produces a wide range of innovative

products to meet the demanding needs of companies in the

automotive industry and industrial domestic appliances. The

operating assets in Liège include the continuous annealing line

1, hot dip galvanizing line 7 (combiline) and line 8 (Eurogal), the

electrogalvanzing line 5 the two organic coating lines 2 and 7

(combiline hot dip galvanizing line 7). It also includes the Jet

Vapor Deposition ("JVD") line, a world-class innovative line

coats moving strips of steel in a vacuum chamber by vaporizing

zinc onto the steel at high speed to produce coated steels for

automotive and other industrial applications.

Management report

113

ArcelorMittal Bremen

ArcelorMittal Bremen is situated on the bank of the Weser River

north of Bremen, Germany. ArcelorMittal Bremen produces and

sells a wide range of products including slab, hot rolled, pickled,

cold rolled and hot dip galvanized rolls to the automotive and

primary transformation sectors.

On March 29, 2021, ArcelorMittal announced plans to build a

large-scale industrial plant for approximately 2 million tonnes

DRI, as well as a new EAF at the site of Bremen. It also

disclosed plans for an innovative DRI pilot plant and an EAF in

Eisenhüttenstadt, following the announcement of the planned

expansion of Germany’s hydrogen infrastructure. Using green

hydrogen, up to 3.5 million tonnes of steel could be produced by

the Bremen and Eisenhüttenstadt sites by 2030, with

significantly lower CO2 emissions.

ArcelorMittal Méditerranée

ArcelorMittal Méditerranée operates a flat carbon steel plant in

Fos-sur-Mer. It also operates a finishing facility for electrical

steel located in Saint-Chély d’Apcher, 300 kilometers northwest

of Fos-sur-Mer. The Fos-sur-Mer plant is located 50 kilometers

west of Marseille on the Mediterranean Sea.

ArcelorMittal Méditerranée’s products include coils to be made

into wheels, pipes for energy transport and coils for finishing

facilities for exposed and non-exposed parts of car bodies, as

well as for the construction, home appliance, packaging, pipe

and tube, engine and office material industries. About 69% of its

products are shipped from a private wharf, in part through a

shuttle system, and 24% of its products are shipped by rail, with

the remaining amount transported by truck.

The Saint-Chély d’Apcher plant produces electrical steel (with

up to 3.2% silicon content), mainly for electrical motors.

On February 4, 2022, ArcelorMittal announced plans for the

acceleration of its decarbonization process in France. In Fos-

sur-Mer, ArcelorMittal expects to build an EAF to complement

the ladle furnace announced in March 2021, and supported by

France’s recovery plan, ‘France Relance’. Together, these

investments are expected to turn Fos-sur-Mer into a reference

site for production of low-carbon circular steel. The new

industrial facility will gradually replace 1 out of 2 of

ArcelorMittal’s blast furnaces in Fos-sur-Mer by 2030. See also

'ArcelorMittal France' above and "Introduction—Sustainable

development highlights - leading the decarbonization of the steel

industry".

Blast furnace #2 at Fos-sur-Mer site was temporarily idled in

December 2022 in response to market conditions.

ArcelorMittal España

ArcelorMittal España includes the two main facilities of Avilés

and Gijón, which are connected by ArcelorMittal España’s own

railway system. These two facilities operate as a single

integrated steel plant. The product range of ArcelorMittal

España includes rail, wire rod, heavy plates and hot rolled coil,

as well as more highly processed products such as hot dip and

electro galvanized sheet, tinplate and organic coated sheet. The

facilities are also connected by rail to the region’s two main

ports, Avilés and Gijón. Raw materials are received at the port of

Gijón, where they are unloaded at a dedicated dry-bulk terminal,

which is linked to steel-making facilities by conveyor belt. A

variety of products are shipped through the Avilés port facilities

to other units of the Group and to ArcelorMittal España’s

customers.

With respect to the project of reconstruction of two 45-oven

batteries at ArcelorMittal Asturias’ coke plant in Gijón,

installation of a state-of-the-art emission collection and

scrubbing system, and implementation of efficient by-product

management systems, coke oven battery #1 and coke oven

battery #2 started production at the beginning of 2020 and in

February 2021, respectively.

On July 13, 2021, ArcelorMittal signed a memorandum of

understanding with the Spanish government for a €1 billion

investment in decarbonization technologies at ArcelorMittal

Asturias’ plant in Gijón, which includes 2.3 million tonnes of new

DRI and hybrid EAF installations. The DRI installation in Gijón,

coupled with existing EAFs in ArcelorMittal Sestao's plant, will

potentially enable Sestao (which manufactures a range of flat

steel products for the automotive, construction sectors and

general industry) to become the world’s first full-scale zero

carbon-emissions steel plant by 2025. On June 1, 2022,

ArcelorMittal and the government of Spain signed an agreement

in which the government pledged its financial support for these

projects. On February 17, 2023, the European Commission

approved, under EU state aid rules, a €460 million Spanish

measure to support ArcelorMittal España in construction of the

new DRI installation in Gijón. See "Introduction—Sustainable

development highlights - leading the decarbonization of the steel

industry".

Blast furnace A in Gijón was temporarily stopped in September

2022 in response to market conditions.

ArcelorMittal Poland

ArcelorMittal Poland is the largest steel producer in Poland and

includes six plants located in Silesia, Malopolska and Opolskie

province. ArcelorMittal Poland’s Zdzieszowice coke plant

produces and supplies coke to ArcelorMittal subsidiaries and

third parties.

ArcelorMittal Poland produces a wide range of steel products,

including both long and flat products such as slabs, billets,

blooms, sections, sheet piles, rails up to 120 meters long,

railway accessories, mining supports sections, hot rolled coils,

Management report

114

sheets and strips, cold rolled coils, sheets and strips, hot dip

galvanized coils and sheets, wire rods and organic coated

sheets and coils. Products are mainly sold in the domestic

Polish market, while the remainder is exported, primarily to

customers located in other EU member states. ArcelorMittal

Poland’s principal customers are in the construction,

engineering, transport, mining and automotive industries. In the

fourth quarter of 2019, ArcelorMittal Poland temporarily idled its

blast furnace and steel plant in Kraków as a result of the market

downturn, high energy costs and large volumes of steel imports

from outside the EU. The coke plant in Kraków continued to

operate, as well as downstream operations (two rolling mills, the

hot dip galvanizing line and the new organic coating line). The

slabs for the rolling mills in Kraków are supplied mainly from the

steel shop in Dabrowa Górnicza where the Company is

investing in debottlenecking projects and to produce special

grades for further processing into grain-oriented steel. On

October 8, 2020, ArcelorMittal Poland announced that it

intended to permanently close its primary steelmaking

operations (except the coke battery which remains in operation)

at its unit in Kraków, and the shutdown process in the blast

furnace and the steel shop was completed in November 2020.

Blast furnace #3 at Dąbrowa Górnicza site was temporarily

stopped in September 2022 in response to market conditions. It

was subsequently restarted in January 2023 as preparation for

maintenance outage of blast furnace #2 later in 2023.

ArcelorMittal Eisenhüttenstadt

ArcelorMittal Eisenhüttenstadt is situated on the Oder river near

the German-Polish border, 110 kilometers southeast of Berlin.

ArcelorMittal Eisenhüttenstadt is a fully integrated and highly-

automated flat steel producing plant. The facility is run with one

medium-sized blast furnace.

ArcelorMittal Eisenhüttenstadt produces and sells a wide range

of flat steel products, including hot rolled, cold rolled, electrical

and hot dip galvanized and organic coated coils to automotive,

distribution, metal processing, construction and appliances

industry customers in Germany, Central and Eastern Europe.

On March 29, 2021, ArcelorMittal announced plans for an

innovative DRI pilot plant and an EAF in Eisenhüttenstadt,

following the announcement of the planned expansion of

Germany’s hydrogen infrastructure. See section 'ArcelorMittal

Bremen' above.

ArcelorMittal Belval & Differdange

ArcelorMittal Belval & Differdange produces a wide range of

sections and sheets piles which are sold to the local European

construction market as well as for export. With its Rodange

facilities, it also produces a wide range of rails, special sections

and heavy angles.

On October 21, 2021, a floating solar farm installed on a former

cooling pond belonging to ArcelorMittal Differdange was

commissioned. It consists of 25,000 square meters of solar

panels, with a surface area of 5.7 hectares. Once operational,

the electricity produced will amount to 3 GWh/year and will be

able to power nearly 800 local homes, which represents the

annual electricity usage of 3,200 people. The electricity

produced on the floating solar farm will be fed into the local grid

and will contribute to Luxembourg’s energy self-sufficiency.

ArcelorMittal Hamburg

ArcelorMittal Hamburg produces billet and high quality wire rod

and its products are mainly sold in the European market,

primarily to automotive and engineering customers.

The Hamburg site already operates Europe’s only DRI-EAF

plant. The Company has a project underway to construct a

demonstration plant in order to test the ability of hydrogen to

reduce iron ore into DRI on an industrial scale, and to test

carbon-free DRI in the EAF steelmaking process. The objective

is to reach industrial commercial maturity of the technology by

2025 and start production in 2026, initially producing 100,000

tonnes of sponge iron per year.

On September 7, 2021, the German Federal Government

expressed its intention to provide €55 million of funding support

towards construction of the plant, which is half of the estimated

€110 million total capital expenditure required. On February 17,

2023, the European Commission approved, under EU state aid

rules, the €55 million German measure to support ArcelorMittal

Hamburg in building this demonstration plant for the production

of green steel using renewable hydrogen.

The DRI plant at Hamburg site was temporarily stopped in

September 2022 in response to market conditions.

ArcelorMittal Olaberria-Bergara

The Olaberría-Bergara facilities produce billets and sections.

The Olaberría facility's products are sold to the local

construction market as well as to export markets, while the

Bergara facility’s products are sold primarily to the local

European construction market.

ArcelorMittal Duisburg

ArcelorMittal Duisburg produces blooms, billets, bars and high

quality wire rod and its products are mainly sold in the European

market primarily to automotive, railway and engineering

customers.

ArcelorMittal Downstream Solutions (AMDS)

The Europe segment also includes ArcelorMittal Downstream

Solutions (“AMDS”), which primarily covers the downstream

activities of ArcelorMittal in Europe. It provides distribution of

long and flat products as well as value-added and customized

steel solutions through further processing to meet specific

Management report

115

customer requirements. In addition, specific solutions are

dispatched through other business lines, primarily ArcelorMittal

Construction, ArcelorMittal Projects, ArcelorMittal Tubular

Products, ArcelorMittal Wire Solutions and ArcelorMittal

International.

AMDS also includes Industeel, with facilities in Belgium and in

France. Industeel Belgium and Industeel Creusot are designed

to produce special steel plates, ranging from 5 to 180

millimeters in thickness, including stainless steel products, while

Industeel Loire is dedicated to extra heavy gauge products of

alloyed carbon steel. Euroform operates hot forming facilities,

mainly to transform extra heavy gauge products received from

Industeel Loire. The R&D center in Le Creusot, France is fully

dedicated to special plate products development.

Finally, AMDS includes the newly created scrap recycling

activity combining 4 specialist scrap metal recycler assets

acquired in 2022 (John Lawrie Metals, ALBA) and 2023 (Riwald

and Złomex, which is still subject to regulatory approvals) with

1.3 million tonnes scrap processing capacity which will enhance

the Company's scrap supply security and sufficiency in the

framework of its decarbonization strategy. See "Introduction—

Key transactions and events in 2022".

ArcelorMittal Prijedor

ArcelorMittal Prijedor is an iron ore open pit mining operation

located in Bosnia and Herzegovina, near the town of Prijedor.

The mine is a joint venture in which ArcelorMittal owns 51% and

the other 49% is owned by the local iron ore mine Ljubija. The

ore is excavated at the Omarska mine and processed in the

processing plant. The mine supplies its final product, iron ore

lumps and concentrate, to ArcelorMittal's steel plant,

ArcelorMittal Zenica, located approximately 250 kilometers from

Prijedor in central Bosnia.

For further details on ArcelorMittal Prijedor mine production and

other information, see "—Reserves and Resources (iron ore and

coal)".


ACIS			Crude Steel

Unit	Country	Locations	Production in 2022 (in million tonnes per year) 1	Type of plant	Products
ArcelorMittal Temirtau JSC	Kazakhstan	Temirtau	3.4	Integrated	Flat, Long, Pipes and Tubes
ArcelorMittal Kryvyi Rih 2	Ukraine	Kryvyi Rih	1.2	Integrated	Long
ArcelorMittal South Africa 3, 4, 5	South Africa	Vanderbijlpark, Saldanha, Newcastle, Vereeniging, Pretoria	2.4	Integrated Mini- mill Downstream	Flat, Long, Pipes and Tubes
JSC ArcelorMittal Tubular Products Aktau	Kazakhstan	Aktau	n/a	Downstream	Pipes and Tubes


Captive mining operations
Unit	Country	Locations	ArcelorMittal Interest (%)	Type of Mine	Product
ArcelorMittal Kryvyi Rih	Ukraine	Kryvyi Rih	95.1	Iron Ore Mine (open pit and underground)	Concentrate, lump and sinter feed
ArcelorMittal Temirtau	Kazakhstan	Lisakovsk, Kentobe, Atasu, Atansor	100.0	Iron Ore Mine (open pit and underground)	Concentrate, lump and fines
ArcelorMittal Temirtau	Kazakhstan	Karaganda	100.0	Coal Mine (underground)	Metallurgical coal

1.n/a = not applicable (no crude steel production).

2.ArcelorMittal Kryvyi Rih permanently idled its coke oven batteries #1,2 in October 2022.

3.ArcelorMittal South Africa definitively discontinued operation of hydrogen-based batch annealing line at its Vanderbijlpark plant in 2022.

4.Blast furnace C at Vanderbijlpark plant was idled in early November 2022, was subsequently restarted in early February 2023 once commercially supported by the order

book

5.In October 2022, ArcelorMittal South Africa placed its EAF operation in Vereeniging under care and maintenance.

Management report

116

ArcelorMittal South Africa

ArcelorMittal South Africa is the largest steel producer in Africa

and is listed on the JSE Limited in South Africa. ArcelorMittal

South Africa has four main steel production facilities of which

Vanderbijlpark, Newcastle and Vereeniging (melt shop placed

under care and maintenance in the end of October 2022) are

located inland, and Saldanha (under care and maintenance

since the second quarter of 2020 due to the current depressed

economic environment) is close to a deep-water port. A

metallurgical by-products division (Coke and Chemicals) was

reorganized (after closure of coke oven battery #5 in Pretoria in

the fourth quarter of 2020) and is now split into two coke-making

and by-products operations at the steel production facilities

(Vanderbijlpark and Newcastle).

Following the successful completion of the Newcastle blast

furnace interim repair in August 2022, the electric arc furnace at

Vereeniging was placed under care and maintenance in the end

of October 2022.

Blast furnace C at Vanderbijlpark was idled in early November

2022 and was subsequently restarted in early February 2023

once commercially supported by the order book.

ArcelorMittal South Africa has a diversified range of products

and includes hot rolled plates and sheet in coil form, cold rolled

sheet, coated sheet, wire rod and sections, as well as forgings.

During 2022, 87% of its products were sold in the South African

domestic market, while Africa is its largest export market. It also

sells into Asia and sells minor tonnage into Europe and the

Americas.

Thabazimbi Iron Ore Mine

The Thabazimbi Iron Ore Mine (Pty) Ltd, located at Thabazimbi,

in the Limpopo Province of South Africa, was acquired by

ArcelorMittal South Africa in 2018. Thabazimbi Iron Ore Mine

currently processes existing stockpiles of iron ore from a run of

mine nature (unbeneficiated) and old plant discard dumps with

recoverable iron, with the aim of supplying product to the

Vanderbijlpark Steel Works. For further details on Thabazimbi

mine, see "—Reserves and Resources (iron ore and coal)".

ArcelorMittal Kryvyi Rih

ArcelorMittal Kryvyi Rih’s product range includes billets, rebars

and wire rods, light sections (angles) and merchant bars

(rounds, squares and strips). Its products are sold to a range of

industries, such as hardware, construction, re-rolling and

fabrication. The markets for its products include Ukraine, CIS,

North-West and East Africa, Middle East and Gulf countries,

Europe, Latin America and South East Asia.

In addition, ArcelorMittal Kryvyi Rih includes an export sales

network which supplies a complete range of steel products not

only from Kryvyi Rih but also from other plants of the Group to

customers outside of their respective home markets.

ArcelorMittal Kryvyi Rih planned to invest in new pellet plant

facilities to produce 5 million tonnes per annum of pellets,

replacing two existing sinter plants and ensuring environmental

compliance. However, the project is on hold and has been

suspended with the revised completion date and budget

dependent on when it can be effectively resumed due to the

Russian invasion of Ukraine.

ArcelorMittal Kryvyi Rih also has iron ore captive mines located

roughly within the borders of the city of Kryvyi Rih, Ukraine.

ArcelorMittal Kryvyi Rih operates a concentrating facility, along

with two open pit sites and one underground iron ore mine. The

iron ore extracted from the Kryvyi Rih mining operations is

processed to concentrate, sinter feed and lumps and supplied

primarily to the ArcelorMittal Kryvyi Rih steel plant, with some

concentrate being shipped to other ArcelorMittal entities in

Eastern Europe, as well as to third parties. For further details on

Ukraine mines production, see "—Reserves and Resources

(iron ore and coal)".

At the onset of the war in Ukraine, the Company announced the

suspension of operations to protect its people and assets on

March 3, 2022. Since then, operations were slowly restarted,

and at 2022 year end there was one out of three blast furnaces

(#6) in operation, two of four coke batteries (#5 and #6), one of

three sinter plants (#2), one of seven rolling mills (#6) and iron

ore mining operations at open pits (in 2022 iron ore production

reduced by approximately 58% compared 2021 level). The

remaining key assets, including converter shop, three

continuous casting machines, blooming mill and underground

mine remained idled.

As a result of the missile strike at the plant premises on

December 5, 2022 the building of the rolling shop #2 finished

goods warehouse was partially destroyed. However, key

production assets have not been seriously damaged.

ArcelorMittal Temirtau

ArcelorMittal Temirtau’s product range of flat and long steel

products includes pig iron, continuous caster slabs, continuous

caster billets, hot and cold rolled coils and sheets, black plates,

covers, tin plates, hot dipped galvanized products, color coated

products, welded pipes and rebars.

ArcelorMittal Temirtau sells steel products to a range of

industries, including the tube and pipe-making sectors, as well

as manufacturers of consumer goods and appliances. The main

markets for its products include Kazakhstan, CIS, Russia and

South-East Asia.

ArcelorMittal Temirtau has four captive iron ore mining

operations in Kazakhstan, named Lisakovsk, Kentobe, Atasu

Management report

117

and Atansor. Concentrate, lumps and fines produced at the

mines are transported to the ArcelorMittal steel plant by railway.

Lisakovsk is an open pit operation located in northwest

Kazakhstan about 1,100 kilometers from Temirtau. The mine

was acquired by ArcelorMittal in 2000 and treats oolite iron ore

to produce concentrate, which is supplied to ArcelorMittal

Temirtau steel plant. The phosphorous content in the iron

mineralization at Lisakovsk limits its utilization in the steel-

making process.

Kentobe is an open pit operation, acquired by ArcelorMittal in

2002, located about 300 kilometers southeast of Temirtau. The

mineralization at Kentobe consists of magnetite, which is treated

after mining in a processing plant located on site.

Atasu is an underground mine operation located about 400

kilometers south/southwest from Temirtau. The mining lease

was obtained by ArcelorMittal in 2003. The Atasu mine is hosted

by the West Karazhal deposit, which is a primary hematite ore.

In addition to the underground mine, Atasu operates a

processing plant.

Atansor is an open pit operation located about 500 kilometers

northeast of Temirtau, acquired by ArcelorMittal in 2004. The

primary ore mined at the site is magnetite, which is treated at

the dry processing facility at the site.

In addition, ArcelorMittal Temirtau has eight captive underground

coal mines located in Karaganda in Kazakhstan, named

Kostenko, Kuzembaeva, Saranskaya, Abayskaya,

Kazakhstanskaya, Lenina, Shakhtinskaya and Tentekskaya and

operates two coal preparation plants (CPP “Vostochnaya” and

Temirtau Washery-2). In 1996, the mines entered into the

structure of Ispat-Karmet JSC, Coal Division (now ArcelorMittal

Temirtau JSC, Coal Division). The coal mines of ArcelorMittal

Temirtau are located in the Karaganda Coal Basin. The mines

produce metallurgical coal used in steel-making at ArcelorMittal

Temirtau.

For further details on Kazakhstan mines production and other

information, see "—Reserves and Resources (iron ore and

coal)".

Mining

ArcelorMittal’s Mining segment has iron ore production facilities

in Canada and Liberia. The following table provides an overview

by type of facility of ArcelorMittal’s principal mining operations.

For detailed information regarding ArcelorMittal's Mining

segment and captive mines, see "—Reserves and Resources

(iron ore and coal)".


Unit	Country	Locations	ArcelorMittal Interest (%)	Type of Mine	Product
Iron Ore
AMMC	Canada	Mt Wright, Fire Lake and Port Cartier, Qc	85.0	Iron Ore Mine (open pit), pellet plant, railway and port	Concentrate and pellets
AML	Liberia	Yekepa	85.0	Iron Ore Mine (open pit)	Fines


Investments in joint ventures

Unit	Country	Locations	Capacity in 2022 (in million tonnes per year)	Type of plant	Products
AMNS India	India	Hazira, Gujarat	8.8 1	Integrated	Flat
Acciaierie d'Italia	Italy	Taranto, Genova, Novi Ligure, Socova, Raconiggi, Salerno	7.8 1, 2	Integrated and Downstream	Flat, Pipes and Tubes
AMNS Calvert	United States	Calvert	5.3 3	Steel processing	Steel finishing
VAMA	China	Loudi, Hunan	1.5 4	Steel processing	Automotive steel finishing

Management report

118


Captive mining operations
Unit	Country	Locations	ArcelorMittal Interest (%)	Type of Mine	Product
Thakurani Iron Ore Mine	India	Odisha	60.0	Iron Ore Mine (open pit)	Lump and fines
Ghoraburhani-Sagasahi	India	Odisha	60.0	Iron Ore Mine (open pit)	Lump and fines

1.Crude steel capacity.

2.Reflects design capacity, whereas achievable capacity is limited to 6 million tonnes until completion of the environmental plan.

3.Flat-rolled carbon steel products production capacity.

4.Cold rolled coils, aluminized coils, hot dip galvanized coils production capacity.

AMNS India

AMNS India is an integrated flat carbon steel manufacturer -

from iron ore to ready-to-market products with achievable crude

steel capacity of 8.8 million tonnes per annum. Its manufacturing

facilities comprise iron making, steelmaking and downstream

facilities spread across India.

In 2019, ArcelorMittal and Nippon Steel Corporation ("NSC"),

Japan’s largest steel producer and the third largest steel

producer in the world, created a joint venture to own and

operate AMNS India with ArcelorMittal holding a 60% interest

and NSC holding 40%. Through the agreement, both

ArcelorMittal and NSC are guaranteed equal board

representation and participation in all significant financial and

operating decisions.

AMNS India’s main steel manufacturing facility is located at

Hazira, Gujarat in western India. It also has:

–two iron ore beneficiation plants close to the mines in

Kirandul and Dabuna, with slurry pipelines that then

transport the beneficiated iron ore slurry to the pellet plants

in the Kirandul-Vizag and Dabuna-Paradeep systems;

–a downstream facility in Pune (including a pickling line, a

cold rolling mill, a galvanizing mill, a color coating mill and a

batch annealing plant); and

–six service centers in the industrial clusters of Hazira,

Indore, Bahadurgarh, Chennai, Kolkata and Pune. It has a

complete range of flat rolled steel products, including value

added products, and significant iron ore pellet capacity with

two main pellet plant systems in Kirandul-Vizag and

Dabuna-Paradeep, which have the potential for expansion.

Its facilities are located close to ports with deep draft for

movement of raw materials and finished goods.

In terms of iron ore pellet capacity, the Kirandul-Vizag system

has 8 million tonnes of annual pellet capacity; and the Dabuna-

Paradeep system has 12 million tonnes of annual pellet

capacity, following completion of expansion early September

2021. This expansion brings pellet capacity above AMNS India’s

own requirements and provide the opportunity to improve

operating income by fully utilizing such pellet capacity. AMNS

India has also made acquisitions of certain ancillary assets

including Odisha Slurry Pipeline Infrastructure Limited in July

2020 which secured an important infrastructure asset for raw

material supply to the Paradeep pellet plant and Hazira steel

plant and a captive power plant at Paradeep in Odisha in

January 2021.

On March 4, 2021, AMNS India and the Odisha government

signed a memorandum of understanding for setting up a 12

million tonne integrated steel plant and a jetty in Kendrapara

district of Odisha with an investment of INR 50,000 Crore,

subject to several pre-conditions, including making provisions

for land and iron ore mines. A pre-feasibility study report was

submitted to the state government in the third quarter of 2021,

and AMNS India is currently engaged in further studies and

clearances.

On November 10, 2022, AMNS India completed the acquisition

of Uttam Galva Steels Limited subsequently renamed AMNS

Khopoli Limited ("AMNSK"), a downstream steel manufacturer in

Maharashtra following the approval of the resolution plan by the

National Company Law Tribunal ("NCLT") on October 14, 2022.

On August 26, 2022, AMNS India announced that it had reached

definitive agreement to acquire port, power plants and other

logistics and infrastructure assets in India from the Essar Group

for a net value of approximately $2.4 billion. On October 19,

2022, AMNS India completed the acquisition of Essar Power

Hazira Limited, corresponding to a 270 MW multi-fuel power

plant at Hazira which has a long-term power purchase

agreement with AMNS India. On November 15, 2022, AMNS

India completed the acquisition of Essar Bulk Terminal Limited,

corresponding to a 25 million-tonne per annum jetty at the all-

weather, deep draft bulk port terminal at Hazira, Gujarat, captive

and adjacent to AMNS India’s flagship steel plant and Essar

Bulk Terminal Paradeep Limited, corresponding to a 12 million-

tonne per annum deep-water jetty at Paradeep, Odisha along

with a dedicated conveyor that handles 100% of pellet

shipments from AMNS India’s Paradeep pellet plant. AMNS

India expects to complete the acquisition of certain remaining

assets subject to receipt of regulatory approvals. Such assets

include:

Management report

119

–a 16 million-tonne per annum all-weather, deep draft

terminal at Visakhapatnam, Andhra Pradesh along with an

integrated conveyor connected to AMNS India’s 8 million-

tonne per annum iron ore pellet plant in the port city.

–a 515 MW gas-based power plant, along with allied land

that can be utilized for AMNS India’s expansion plans at

Hazira.

– a 100 kilometer Gandhar - Hazira transmission line,

connecting AMNS India’s steelmaking complex with the

central electricity grid.

The resolution plan submitted for the acquisition of AMNS India

in 2018 includes a capital expenditure plan of approximately

$2.6 billion to be implemented in two stages over six years. The

first stage involves investments which increase production of

finished steel goods to 7.6 million tonnes per annum. It includes

capital expenditure projects with respect to third line CSP caster,

Paradeep pellet plant (completed), as well as coke oven,

second sinter plant and Dabuna beneficiation plant (in

progress). The first stage also includes investment in

maintenance to restore current assets, the implementation of an

environmental management plan and the implementation of

ArcelorMittal’s best practices on raw material sourcing, plant

operations, sales and product mix (in particular through greater

sophistication of the quality and markets of the steel produced

with a focus on developing sales to the automotive industry),

people management and health & safety. The second stage

involving capital expenditure projects to increase the production

of finished steel goods from 7.6 million tonnes per annum to 8.6

million tonnes per annum is now included in the expansion

investment plan launched in October 2022 as described in

below paragraph.

AMNS India intends to further debottleneck existing operations

(steel shop and rolling parts) in the medium term. The first

phase of expansion represents capital expenditures of

approximately $7.4 billion ($0.8 billion for debottlenecking, $1.0

billion for downstream projects and $5.6 billion for upstream

projects) and started in October 2022. It aims to increase

production at the Hazira facility to 15 million tonnes of rolled

products by the first half of 2026 (Phase 1A) following the

construction of two blast furnaces (blast furnace 2 to start in

2025 and blast furnace 3 in 2026), the capacity increase of the

existing blast furnace 1 from 2 to 3 million tonnes per annum

and it includes also a CRM2 complex and galvanizing and

annealing line, steel shop, hot strip mill and ancillary equipment

(including coke, sinter, networks, power, gas, oxygen plant, etc.)

and raw material handling. Feasibility studies are ongoing to

further increase production in a second stage from 15 to 20

million tonnes per annum (Phase 1B).

In terms of mining assets, AMNS India operates the Thakurani

mine in the Keonjhar district of Odisha and the Ghoraburhani-

Sagasahi mine in the Sudargarh district of Odisha. The

Thakurani mine is operating at full 5.5 million tonnes per annum

capacity since the first quarter of 2021 and concentrated

material is transported by pipeline to the Paradeep pellet plant,

located on the coast at Bay of Bengal. AMNS India commenced

the operations at the Ghoraburhani-Sagasahi iron ore mine in

September 2021. The mine is set up to gradually ramp up

production to a rated capacity of 7.2 million tonnes per annum.

The iron ore final product is supplied to the beneficiation plant in

Dabuna from where the feed reaches the pellet plant at

Paradeep and contributes significantly to meeting AMNS India’s

long-term raw material requirements. For further details on

Indian mines production and other information, see " —

Reserves and Resources (iron ore and coal)".

Acciaierie d'Italia

Acciaierie d'Italia, a joint venture between the Company and

Invitalia-Agenzia nazionale per l'attrazione degli investimenti e

lo sviluppo d'impresa SpA ("Invitalia"), an Italian state-owned

company, is the leading steel producer in Italy, Europe’s second

largest steel consuming economy. Acciaierie d'Italia produces

high-quality and sustainable steel to be used in a range of vital

industry sectors across the domestic steel market such as

construction, energy, automotive, home appliances, packaging

and transport and for international export. Acciaierie d'Italia has

operations across various structurally linked operating sites

including Europe’s biggest single-site integrated steel facility in

Taranto and rolling mills in Genoa and Novi Ligure. Genoa is

also an important hub in terms of intermodal logistics.

On April 14, 2021, pursuant to the investment agreement of

December 10, 2020 (the "Investment Agreement") forming a

public-private partnership between Invitalia and AM InvestCo

Italy SpA ("AM InvestCo", thereupon renamed Acciaierie d'Italia

Holding), ArcelorMittal's subsidiary party to the lease and

purchase agreement for the Ilva business (the "Ilva

Agreement"), Invitalia invested €400 million ($476 million) of

new equity into AM InvestCo, providing Invitalia with a 38%

shareholding, equal (50%) voting and governance rights and

therefore joint control. Accordingly, as of April 14, 2021, the

Company derecognized assets and liabilities of Acciaierie

d'Italia Holding ("ADI Holding") and its subsidiaries from its

consolidated statement of financial position and accounted for

its 62% interest in the joint venture under the equity method.

The investment agreement stipulates a second equity injection

by Invitalia, of up to €680 million, to fund the completion of the

purchase of Ilva’s business by Acciaierie d'Italia Holding, subject

to certain conditions precedent to be met initially by May 2022.

Certain of these conditions precedent (in particular due to the

existence of various judicial measures encumbering the Taranto

plant) were not fulfilled by May 31, 2022. Accordingly, on May

Management report

120

31, 2022, the parties entered into amendments to the Ilva

Agreement to, among other changes, extend the longstop date

for the fulfillment of the conditions precedent (and, therefore, the

term of the lease of the Ilva business) by two years (i.e., until

May 31, 2024). In parallel, ArcelorMittal and Invitalia signed an

amendment to the Investment Agreement (i) to extend the latest

date for the second equity injection to May 31, 2024 so as to

coincide with the latest date for the fulfillment of the conditions

precedent for the purchase of the Ilva business assets and (ii) to

reflect certain other circumstances. At the end of December

2022, in order to address the financial consequences on the

Acciaierie d’Italia group of the unprecedented spike in energy

costs caused by the Ukraine crisis, ArcelorMittal, the Italian

Government and Invitalia agreed, among other things, to

accelerate the funding originally envisaged to occur in

connection with the acquisition of Ilva’s assets, consisting in

particular of €680 million from Invitalia and €70 million from

ArcelorMittal (corresponding to an equivalent amount of

receivables towards the Acciaierie d’Italia Group), in the form of

a convertible shareholder loan made available on February 14,

2023, as a result of which, upon conversion, Invitalia’s stake in

ADI Holding will be increased to 60% and ArcelorMittal’s will

reduce to 40%. The settlement of Invitalia’s shareholder loan

was completed on February 17, 2023. The latest amendment to

the investment agreement also introduced a partial modification

to ADI Holding’s governance effective as of the end of the term

of the current board of directors (set to expire with the approval

of the 2023 financial statements), when Invitalia will become

entitled to appoint the CEO (subject to ArcelorMittal’s approval)

and ArcelorMittal to appoint the chairman (subject to Invitalia’s

approval) and each party will continue to appoint two more

board members. Also, as from the conversion of the shareholder

loans into capital, Invitalia will have the right to transfer to any

third party an interest of no more than 20% of the share capital

of Acciaierie d’Italia Holding, subject however to ArcelorMittal’s

right of first refusal.

The Investment Agreement between ArcelorMittal and Invitalia

also includes an updated industrial plan (revised in connection

with the May 2022 amendment) envisaging through 2026

investment in lower-carbon steelmaking technologies, including

the construction of a 2.5 million tonne EAF, which is expected to

open in mid-2024, and the relining of blast furnace #5, which is

expected to start production in 2024. This industrial plan targets

reaching 8 million tonnes of production in 2025 (crude steel

production is limited to 6 million tonnes until the environmental

plan is completed). It integrates a series of public support

measures including ongoing government funded employment

support and includes, for the period between 2021 and 2025,

environmental capital expenditures of €117 million and industrial

capital expenditures of €957 million as well as capital

expenditures of €226 million for the revamp of blast furnace #5

and €260 million for the construction of the EAF. See also

“Introduction—Key transactions and events in 2022" and

"Introduction—Risk factors".

Calvert

AMNS Calvert ("Calvert"), a joint venture between the Company

and NSC, is a steel processing plant in Calvert, Alabama, United

States. Its 2,500 acre property layout allows for optimal product

flow and room to expand. It has a HSM with 5.3 million tonnes

capacity, pickling and cold rolling facilities with 3.6 million tonnes

capacity and finishing facilities with a total capacity of 2.1 million

tonnes. Calvert had a 6-year agreement to purchase 2 million

tonnes of slabs annually from ThyssenKrupp Steel USA ("TK

CSA"), subsequently acquired by Ternium S.A. in December

2017, an integrated steel mill complex located in Rio de Janeiro,

Brazil, using a market-based price formula. The slab purchase

agreement with Ternium was finished with last purchases

concluded in May 2021. The remaining slabs for Calvert's

operations are sourced from ArcelorMittal plants in Brazil and

Mexico and from ArcelorMittal USA, which following the

divestment to Cleveland-Cliffs, entered on December 9, 2020

into a new five-year agreement with Calvert (with an automatic

three-year extension unless either party provides notice of intent

to terminate) for 1.5 million tons annually for the initial term and

0.55 million tons annually under the extension and which, in

each case, can be reduced with a six-month notice. ArcelorMittal

is principally responsible for marketing the product on behalf of

the joint venture. Calvert serves the automotive, construction,

pipe and tube, service center and appliance/ HVAC industries.

Calvert plans to invest $775 million for an on-site steelmaking

facility through a 1.5 million tonnes capacity EAF (producing

slabs for the existing operations and replacing part of the

purchased slabs). Construction commenced in March 2021 after

obtaining all environmental permits, and the facility is expected

to start in the second half of 2023. Building erection and

equipment foundations are in progress, process equipment is

arriving on site, and equipment erection is about to begin. The

plan includes an option to add further capacity of 1.5 million

tonnes at lower capital expenditure intensity.

VAMA

Valin ArcelorMittal Automotive Steel (“VAMA”) is a joint venture

between ArcelorMittal and Hunan ValinSteel Co., Ltdwhich

produces steel (1.5 million tonne capacity) for high-end

applications in the automotive industry. VAMA supplies

international automakers and first-tier suppliers as well as

Chinese car manufacturers and their supplier networks. It is well

positioned to take advantage of the growing electric vehicle

market, and in February 2021 a project was launched to

increase its capacity by 40% to 2 million tonnes with self-funded

expansion. Capital expenditures relating to new continuous hot

galvanizing line ("CGL") capacity of 450 thousand tonnes per

year to reach 1.6 million tonnes per year in CGL/CAL combined

capacity and 2.0 million tonnes per year in pickling line and

Management report

121

tandem cold mill ("PLTCM") are expected to be $195 million.

First commercial coil was produced on January 3, 2023 and the

project is currently at an advanced stage of implementation,

planned for completion in the first half of 2023.

Capital expenditures

The Company’s capital expenditures were $3.5 billion, $3.0 billion and $2.4 billion for the years ended December 31, 2022, 2021 and

2020, respectively.

The following tables summarize the Company’s principal growth and optimization projects involving significant capital expenditures

completed in 2022 and those that are currently ongoing. In 2023, capital expenditures are expected to be approximately $4.5-5.0 billion.

ArcelorMittal expects to fund these capital expenditures primarily through internal sources. See “Operating and financial review—

Liquidity and capital resources—Sources and uses of cash—Net cash used in investing activities” and note 3.1 to the consolidated

financial statements for further information, including capital expenditures by segment.


Completed projects
Segment	Site / Unit	Project	Capacity / particulars	Key date / Forecast completion	Note #
NAFTA	ArcelorMittal Dofasco (Canada)	Hot strip mill modernization	Replace existing three end of life coilers with two state of the art coilers and new runout tables	second quarter 2022	a
NAFTA	ArcelorMittal Dofasco (Canada)	#5 CGL conversion to AluSi®	Addition of up to 160 thousand tonnes per year Aluminum Silicon (AluSi®) coating capability to #5 Hot-Dip Galvanizing Line for the production of Usibor® steels	third quarter 2022	b


Ongoing Projects*
Segment	Site / Unit	Project	Capacity / particulars	Key date / Forecast completion	Note #
Brazil	ArcelorMittal Vega Do Sul	Expansion project	Increase hot dipped / cold rolled coil capacity and construction of a new 700 thousand tonne continuous annealing line ("CAL") and continuous galvanizing line ("CGL") combiline	fourth quarter 2023	c
Mining	Liberia	Phase 2 premium product expansion project	Increase production capacity to 15 million tonnes per year	fourth quarter 2024	d
NAFTA	Las Truchas mine (Mexico)	Revamping and capacity increase to 2.3 million tonnes per year	Revamping project with 1 million tonnes per year pellet feed capacity increase (to 2.3 million tonnes per year) with DRI concentrate grade capability	second half 2024	e
Brazil	Serra Azul mine	4.5 million tonnes per year direct reduction pellet feed plant	Facilities to produce 4.5 million tonnes per year DRI quality pellet feed by exploiting compact itabirite iron ore	second half 2024	f
Brazil	Monlevade	Sinter plant, blast furnace and melt shop	Increase in liquid steel capacity by 1 million tonnes per year; sinter feed capacity of 2.25 million tonnes per year	second half 2024	g
ACIS	ArcelorMittal Kryvyi Rih (Ukraine)	Pellet plant	Facilities to produce 5.0 million tonnes per year pellets, replacing two existing sinter plants ensuring environmental compliance and improving productivity	On hold/ Under review	h
Brazil	Barra Mansa	Section mill	Increase capacity of HAV bars and sections by 0.4 million tonnes per year	first quarter 2024	i
Others	Andhra Pradesh (India)	Renewable energy project	975 MW of nominal capacity solar and wind power	first half 2024	j
Europe	Mardyck (France)	New Electrical Steels production facilities	Facilities to produce 170 thousand tonnes NGO Electrical Steels (of which 145 thousand tonnes for auto applications) consisting of annealing and pickling line (APL), reversing mill (REV) and annealing and varnishing (ACL) lines	second half 2024	k

* Ongoing projects refer to projects for which construction has begun (excluding various projects that are under development), even if such projects have

been placed on hold pending improved operating conditions.

Management report

122

a.Investment in ArcelorMittal Dofasco (Canada) to modernize the hot strip mill. The project is to install two new state of the art coilers and runout tables to replace three end

of life coilers. The strip cooling system was upgraded and includes innovative power cooling technology to improve product capability. The project was completed in the

second quarter of 2022.

b.Investment to replace #5 Hot-Dip Galvanizing Line Galvanneal coating capability with 160 thousand tonnes per year Aluminum Silicon (AluSi®) capability for the

production of ArcelorMittal’s patented Usibor® Press Hardenable Steel for automotive structural and safety components. With this investment, ArcelorMittal Dofasco

becomes the only Canadian producer of AluSi® coated Usibor®. This investment complements additional strategic North America developments, including a new EAF

and caster at Calvert in the U.S. and a new hot strip mill in Mexico, and will allow to capitalize on increasing Auto Aluminized PHS demand in North America. The project

was completed in the third quarter of 2022.

c.In February 2021, ArcelorMittal announced the resumption of the Vega Do Sul expansion to provide an additional 700 thousand tonnes of cold-rolled annealed and

galvanized capacity to serve the growing domestic market. The approximately $0.35 billion investment program to increase rolling capacity with construction of a new

continuous annealing line and CGL combiline (and the option to add approximately 100 thousand tonnes organic coating line to serve construction and appliance

segments) will upon completion strengthen ArcelorMittal’s position in the fast growing automotive and industry markets through Advanced High Strength Steel products.

The project is estimated to be completed in the fourth quarter of 2023.

d.ArcelorMittal Liberia has been operating 5 million tonnes of direct shipping ore ("DSO") since 2011 (Phase 1). The Company had started construction of a Phase 2 project

that envisages the construction of 15 million tonnes per year of concentrate sinter fines capacity and associated infrastructure. Changed project scope and engineering

together with supply chain delays has impacted the construction schedule. Detailed construction design is well advanced. Main civil works started, while the contracting

and mobilization for other construction packages is underway. Capital expenditure required to conclude the project is currently under review given impact of enlarged

scope and inflation. Under the amendment to the Mineral Development Agreement ("MDA") signed in September 2021, which is currently under the legislative ratification

process, the Company has further expansion opportunities up to 30 million tonnes per year. First concentrate is now estimated in the fourth quarter of 2024. Revised

capital expenditure estimates will be communicated in the first half of 2023.

e.ArcelorMittal Mexico is investing approximately $150 million to increase pellet feed production by 1 million tonnes per year to 2.3 million tonnes per year and improve

concentrate grade in Las Truchas. This project will enable concentrate production to the blast furnace route (2,0 million tonnes per year) and DRI route (0.3 million tonnes

per year) for a total of 2.3 million tonnes per year. Primary target is to supply ArcelorMittal Mexico steel operations with high quality feed. Project start-up is delayed to the

second half of 2024 due to slower progress of equipment deliveries and construction works, as well as delays to obtain required construction permits.

f.Approximately $350 million investment at Serra Azul (Brazil) to construct facilities to produce 4.5 million tonnes per year of DRI quality pellet feed to primarily supply

ArcelorMittal Mexico steel operations. The project will allow to mine the compact itabirite iron ore. Project start-up is delayed to the second half of 2024 due to slower than

scheduled mobilization leading to delayed construction works.

g.The Monlevade upstream expansion project consisting of the sinter plant, blast furnace and meltshop has recommenced in late 2021, following the anticipated

improvement in Brazil domestic market. Capital expenditure required to complete the project is currently under review and the revised estimates will be communicated in

the first half of 2023.

h.Investment in ArcelorMittal Kryvyi Rih to build a 5.0 million tonnes per year pellet plant. However, the project is on hold and has been suspended with the revised

completion date and budget dependent on when the project can be effectively resumed due to the Russian invasion of Ukraine.

i.Approximately $0.25 billion investment in sections mill at Barra Mansa (Brazil) with 400 thousand tonnes per year production capacity. The aim of the project is to deliver

higher added value products ("HAV") (merchant bar and special bars) to increase domestic market share in HAV products and to enhance profitability. The project

commenced in 2022 and is expected to be completed by the first quarter of 2024.

j.This $0.6 billion investment, combining solar and wind power, will be supported by Greenko’s hydro pumped storage project, which helps to overcome the intermittent

nature of wind and solar power generation. The project is owned and funded by ArcelorMittal. Greenko will design, construct and operate the facilities in Andhra Pradesh,

Southern India. AMNS India will enter into a 25 year off-take agreement with ArcelorMittal to purchase 250 MW of renewable electricity annually from the project, resulting

in over 20% of the electricity requirement at AMNS India’s Hazira plant coming from renewable sources, reducing carbon emissions by approximately 1.5 million tonnes

per year. Necessary allotment of land has been received from the Government of Andhra Pradesh. Private land acquisition is in progress and key contracts for wind

projects have been executed and are in negotiation for the solar project. The project commissioning is expected by mid-2024. The Company is studying the option to

develop a second phase which would double the installed capacity.

k.On March 17, 2022, ArcelorMittal announced an investment with the support of the French government, to create a new production unit for electrical steels at its Mardyck

site in the north of France. This new unit will specialize in the production of electrical steels for the engines of electric vehicles and which complements ArcelorMittal’s

existing electrical steels plant in Saint-Chély d’Apcher, in the south of France. The new industrial unit in Mardyck will have a 170,000-tonne production capacity and is

scheduled to start up in the third quarter of 2024. The $0.5 billion investment program aims at implementing a production capacity of 170 thousand tonnes Non-Grain

Orientated (NGO) Electrical Steels (of which 145 thousand tonnes for automotive applications) consisting of annealing and pickling line (APL), reversing mill (REV) and

annealing and varnishing (ACL) line to be installed in Mardyck. The completion will occur in 2 steps: the commissioning and start of ramp-up of the end-of-streamline

(Annealing & Coating Line and related installations) is expected in the second half of 2024; the start-up of the Annealing and Pickling Line and the Reversing Mill is

expected to occur in the second quarter of 2025.

In addition, in 2022, the Company approved 30 multi-year

projects with identified environmental benefits and involving

capital expenditures of $488 million and 57 multi-year projects

with identified energy benefits and involving capital expenditure

of $802 million. The latter includes 25 multi-year projects

specifically targeted to decarbonization involving capital

expenditures of $579 million. Capital expenditures related to

decarbonization initiatives amounted to $0.2 billion for the year

ended December 31, 2022 and are expected to increase to $0.4

billion in 2023. See also further information on key

environmental projects in "Business overview—Sustainable

development".

ArcelorMittal's joint ventures have also announced significant

capital expenditure projects. See "Property, plant and

equipment—Investments in joint ventures".

Updates on previously announced investment projects

In addition to the significant investment projects presented in the

above table, the Company had previously announced several

large investment projects. The status of certain of such projects

as of the date of this annual report is described below. While the

Management report

123

Company continues to study certain of its key previously

announced investment projects summarized below, no

assurance can be given that they will proceed.

India greenfield projects. The Company explored investment

opportunities in India and in June 2010, entered into a

memorandum of understanding with authorities in the state of

Karnataka in South India that envisaged the construction of a six

million-tonne steel plant with a captive 750 megawatt power

plant, representing a potential aggregate investment of $6.5

billion. The Company completed all the necessary formalities for

acquiring the land by signing and executing a lease cum sale

agreement for 2643.25 acres of land on December 26, 2018 and

the project is under review.

Baffinland (Canada). In March 2011, ArcelorMittal acquired 70%

of the Mary River mine project, with Nunavut Iron Ore Inc.

(“NIO”), an affiliate of The Energy and Minerals Group (“EMG”),

owning the remaining 30%. This project consists of an open pit

high-grade iron ore mine located in the Mary River area of Baffin

Island, Nunavut (Canada). In February 2013, ArcelorMittal and

NIO entered into a joint arrangement and equalized their

shareholdings at 50/50. The project began commercial

production in 2016. Subsequently, following equity funding

commitments and conversion of preferred shares into equity,

both exercised by NIO only, ArcelorMittal’s share over time

decreased to 25.70% as of December 31, 2019 and 25.23% as

of December 31, 2020 and 2021. In September 2020, the

corporate structure was reorganized whereby NIO became the

parent company of Baffinland Iron Mines Corporation

("Baffinland"), while ArcelorMittal together with EMG became

shareholders of NIO with ArcelorMittal’s share in NIO. Following

this reorganization, ArcelorMittal retained its participation in the

project, holding a 25.23% share in NIO.

Baffinland has also approved the project involving the

construction of a railway, to replace the existing truck-haul

operation for transport of iron ore from Mary River to Milne Inlet,

as well as expansion of mining, crushing and screening

operations and port ship loading capacity (the "Rail Expansion"),

which is critical for Baffinland's future. By mid-2020, NIO

completed its exclusive equity funding commitment of $575

million towards the Rail Expansion. Subject to certain

conditions, ArcelorMittal has an option to provide up to $85

million of equity funding, which expires on March 31, 2023 (as

agreed as part of the reorganization described above).

On January 31, 2022, Baffinland filed its closing statement to

the Nunavut Impact Review Board (“NIRB”) in support of the

Company’s proposed Rail Expansion. On May 13, 2022, the

NIRB formally recommended that Baffinland’s proposed

expansion via the Milne Port not move forward at this time,

citing potential environmental impact concerns on the local

wildlife and culture, among other things, as shipping increases

through Eclipse Sound. On November 16, 2022, the Minister of

Northern Affairs agreed with the NIRB recommendation, and

rejected the expansion proposal for Milne Port. Accordingly,

Baffinland is evaluating all options in order to proceed with the

Rail Expansion, either to the Steensby Port (which is already

permitted), or to the Milne Port (which will require a new

permitting process). Baffinland expects this review to conclude

during the first half of 2023, at which point it expects to

announce a strategy for the Rail Expansion.

Reserves and Resources (iron ore and coal)

ArcelorMittal has iron ore and coal production facilities in

Canada, Mexico, South America, Europe, Africa, CIS and in

India through its joint venture AMNS India. The Company has

two categories of mining operations, namely captive mines, and

seaborne oriented operations. Captive mines, whose production

is mainly consumed by their respective steel segments, form

part of such segments. The seaborne iron ore mining operations

at AMMC and AML correspond to the Mining segment.

ArcelorMittal considers its iron ore and coal mining operations in

aggregate to be material to its business.

The following table provides an overview of ArcelorMittal’s

principal mining operations. The production of Run of Mine

("ROM") iron ore and coal is that which is attributable to

ArcelorMittal, based on ArcelorMittal's ownership interest in the

mining operations. All production figures below are stated as wet

tonnages.

Management report

124


Operations/Projects	Segment	% of Ownership Interest	Type of Ownership Interest	In Operation Since
Iron Ore
Mexico (Excluding Peña Colorada)	NAFTA	100.0	subsidiary	1976
Peña Colorada - Mexico	NAFTA	50.0	joint operation	1974
Brazil	Brazil	100.0	subsidiary	1944
Bosnia	Europe	51.0	subsidiary	2008
AMKR Open Pit	ACIS	95.1	subsidiary	1959
AMKR Underground	ACIS	95.1	subsidiary	1933
Kazakhstan Open Pit	ACIS	100.0	subsidiary	1976
Kazakhstan Underground	ACIS	100.0	subsidiary	1956
AML	Mining	85.0	subsidiary	2011
AMMC	Mining	85.0	subsidiary	1976
India	Not Consolidated	60.0	joint venture	1961
Baffinland	Not Consolidated	25.2	associate	2014
2020 aggregate ROM iron ore production, millions of tonnes1		132.7
2021 aggregate ROM iron ore production, millions of tonnes		115.1
2022 aggregate ROM iron ore production, millions of tonnes		102.5
Coal
Karaganda - Kazakhstan	ACIS	100.0	subsidiary	1956
2020 aggregate ROM coal production, millions of tonnes2		12.3
2021 aggregate ROM coal production, millions of tonnes		8.3
2022 aggregate ROM coal production, millions of tonnes		7.0

1.Total ROM Iron ore production in 2020 included Hibbing and Minorca mining operations, which were sold in 2020.

2.Total ROM Coal production in 2020 included Princeton mining operation, which was sold in 2020.

Summary of ArcelorMittal’s Mining Operations

ArcelorMittal's iron ore mining operations include the captive

mines of the NAFTA, Brazil, Europe and ACIS segments and

AMMC and AML in the Mining segment. ArcelorMittal has either

100%, equal or majority interest in these mining operations. In

addition, the Company owns a 60% interest in the AMNS India

joint venture and has a 25.23% non-controlling interest in

Baffinland.

ArcelorMittal's coal mining operations include the captive coal

mines in Kazakhstan forming part of the ACIS segment.

ArcelorMittal has a 100% interest in these mining operations.

Management report

125

Iron ore operations

NAFTA

ArcelorMittal Mexico Mining Assets

ArcelorMittal Mexico operates three iron ore mines in Mexico,

the San José and Las Truchas mines, and through a joint

operation with Ternium, the Peña Colorada mine. In 2019, the El

Volcan mine was closed and ArcelorMittal continues to operate

certain parts of the El Volcan facilities to process material

coming from the San José mine.

Management report

126

LOCATION MAP - NAFTA


	% of Ownership Interest	2022		2021		2020
	% of Ownership Interest	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes

Peña Colorada - Mexico	50.0
At 100%		13.5	4.1	11.8	4.1	11.4	3.8
At ownership interest (50%)		6.8	2.05	5.9	2.1	5.7	1.9
Mexico (Excluding Peña Colorada)	100.0
Las Truchas		4.2	1.4	4.4	1.5	4.6	1.6
San Jose/El Volcan		2.4	1.0	3.0	1.3	2.8	1.2

NAFTA, (100% basis)		20.1	6.5	19.2	6.9	18.8	6.6
NAFTA, (ArcelorMittal ownership basis)		13.4	4.5	13.3	4.8	13.1	4.7

Peña Colorada

Peña Colorada is the operator of a production stage surface iron

ore mine, located 60 kilometers to the north-east of the port city

of Manzanillo, in the province of Minatitlán in the north-western

part of the State of Colima, Mexico. ArcelorMittal holds 50% of

Peña Colorada through a joint operation with Ternium, who

owns the other 50% interest.

Peña Colorada controls a total of 3,724 hectares of surface

rights and holds mineral rights over 39,977 hectares (98,782

acres) across 20 concessions. Government concessions are

granted by the Mexican federal government for a period of 50

years and are renewable. The expiration dates of the current

mining concessions range from 2043 to 2062.

Peña Colorada is a complex polyphase iron ore deposit. The

iron mineralization at Peña Colorada consists of banded to

massive concentrations of magnetite within breccia zones and

results from several magmatic, metamorphic and hydrothermal

mineralization stages with associated skarns, dykes and late

faults sectioning the entire deposit.

Peña Colorada operates an open pit mine as well as a

concentrating facility and a two-line pelletizing facility. The ore is

mined by truck and shovel/loader method. The beneficiation

plant and the pelletizing plant are located at the mine and in

Manzanillo, respectively. Major processing facilities include a

primary crusher, a dry cobbing plant, two autogenous mills,

three horizontal and two vertical ball mills and several stages of

magnetic separation. The concentrate is sent as a pulp through

a pipeline from the mineral processing plant to the pelletizing

facilities. The magnetite concentrate and pellets are transported

from Manzanillo to ArcelorMittal Mexico, as well as to Ternium’s

steel plants, by ship and by rail.

Las Truchas

The Las Truchas is a production stage mine located

approximately 27 kilometers north-west of the town of Lázaro

Cárdenas in the State of Michoacán, Mexico. ArcelorMittal holds

a 100% interest.

ArcelorMittal Mexico holds mineral rights over 53,812 hectares,

of which 4,261 support the Las Truchas operations in Mexico.

Government concessions are granted by the Mexican federal

government for a period of 50 years and are renewable. The

expiration dates of the current mining concessions range from

2044 to 2059.

The Las Truchas deposits consist of massive concentrations of

magnetite of irregular morphology. The main Las Truchas

deposits occur along a geological trend that is about seven

kilometers long and about two kilometers wide. The Las Truchas

mineral deposits have been classified as hydrothermal deposits,

which may have originated from late-stage plutonic activity

injecting through older sedimentary rocks. The mineralization of

the Las Truchas iron deposits occurs in disseminated and

irregular massive concentrations of magnetite within

metamorphic rocks and skarns. The mineralization also occurs

as fillings of faults, breccia zones, and fractures.

Mining activities consist of open pit mining, crushing, dry

cobbing to generate pre-concentrate, and a concentration plant.

The concentrator includes two primary crushers, two secondary

crushers and three tertiary crushers, two ball mills, two bar mills

and two wet magnetic separation circuits. The concentrated ore

is pumped from the mine site through a 26 kilometer slurry

pipeline to the steel plant facility in Lázaro Cárdenas.

ArcelorMittal Mexico launched a project to increase pellet feed

production to 2.3 million tonnes per annum and improve

Management report

127

concentrate grade in Las Truchas. This project will enable

concentrate production to the blast furnace route and DRI route.

All equipment purchase orders were placed and civil

construction of the main buildings is about to commence. Due to

delay in equipment delivery and construction works, production

is expected to start in the second half of 2024. See "—Capital

expenditures".

San José

The San José Mine is a production stage iron ore mine located

approximately 40 kilometers South-East of the town of Culiacán,

the capital of the State of Sinaloa, México. Mining at San José

began in 1946 and was handled by multiple owners until 2019,

when ArcelorMittal secured a lease agreement and commenced

mining and pre-concentration operations. ArcelorMittal’s interest

in the San José mine is 100%.

ArcelorMittal Mexico holds mineral concessions for 39 hectares

supporting the San José mining and pre-concentration

operations. Additionally, ArcelorMittal Mexico holds mineral

rights over 1,053 hectares which previously supported its now

closed El Volcan operations, located approximately 68

kilometers northwest of the city of Obregon. The El Volcan

processing facilities, including the concentration plant and port

installations, continue to be operated processing ores from the

San José mine.

ArcelorMittal Mexico has a lease agreement secured from Ejido

Las Flechas for both the land and the San José facilities, which

is in place for a period of ten years and is valid until 2028.

Previous mine operators have secured surface rights to the

project from the Ejido in the past and it is reasonable to assume

that ArcelorMittal Mexico can continue to secure surface rights

beyond 2028.

San José is a metasomatic deposit, produced by hydrothermal

replacement, with epidote-garnet skarns located in the contact

zone between a Cretaceous limestone unit and a granodioritic

intrusive. The mineralization is primarily composed of magnetite,

with minor hematite. Accessory sulfide minerals including pyrite

and chalcopyrite are also present.

Ore is mined from the open pit using conventional mining

methods and processed into a pre-concentrate by a crushing

and screening circuit with dry magnetic separation. The pre-

concentration facilities at the mine include one primary crusher,

one secondary crusher, a dry cobbing high-intensity magnetic

pulley and one tertiary crusher. The pre-concentrate is then

shipped 30 kilometers by road to a rail head located in Quila,

where it is railed 450 kilometers to the El Volcan concentrator.

The concentration plant at El Volcan includes two ball mills, a

magnetic separation circuit, flotation systems, a belt conveyor

filter and a disposal area for tailings. The major port installations

include a tippler for railroad cars, a conveyor, transfer towers

and two ship loading systems. At El Volcan the pre-concentrate

is milled and concentrated via wet magnetic separation to

produce the final concentrate, which is transported 150

kilometers by rail to the Port of Guaymas where it is loaded onto

ships and sent 1,400 kilometers to the Port of Lazaro Cardenas.

BRAZIL

ArcelorMittal Brazil operates the Andrade mine and Serra Azul

Mineração mines.

LOCATION MAP - BRAZIL Mining Operations

Management report

128


	% of Ownership Interest	2022		2021		2020
	% of Ownership Interest	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes

Andrade	100	2.3	1.8	2.1	1.8	1.9	1.6
Serra Azul	100	2.6	1.5	2.6	1.6	2.6	1.6
Brazil		4.9	3.3	4.7	3.4	4.5	3.2

Andrade Mine

The Andrade Mine is a production stage open pit iron ore mine,

located at 5 kilometers from the town of João Monlevade and 80

kilometers east of Belo Horizonte in the Brazilian state of Minas

Gerais. The Andrade mine is 100% owned and operated by the

Long products division of ArcelorMittal Brazil, with all production

supplying the Monlevade steel plant.

ArcelorMittal’s operations control all of the mineral rights and

surface rights needed to mine and process its estimated iron ore

reserves, dominated by directly shippable hematite ore.

ArcelorMittal Brasil holds mineral rights of over 2,421 hectares

and land lease over 3,347 hectares to support its current

operation. Mining legislation in Brazil does not predetermine the

duration of mineral rights and as such these rights are

considered valid to the point of mine exhaustion.

The Andrade deposit is located in the north-eastern portion of

the Iron Quadrangle. The base stratigraphic section consists of

quartzites and sericite-quartzites of the Moeda formation,

followed by schists of the Batatal formation, both forming the

Caraça group. The iron rich mineral bodies are part of the

overlying Cauê formation, which represents the base of the

Itabira Group. The Caraça and Itabira groups compose the base

of the Paleoproterozoic Minas Supergroup. The Cauê formation

rocks are covered by dolomites and marbles, and sometimes

weathered phylites and schists, belonging to the Gandarela

formation.

In addition to the open pit mine, the Andrade mine operates a

crushing and screening facility, as well as a concentration plant

used to improve the quality of the sinter feed to the Monlevade

plant. This concentration plant commenced production in early

2020 and concentrates the itabirite ores, enabling mixing with

the higher-grade hematite ores. The concentrated iron ore

product is transported to the Monlevade steel plant through a

private railway line.

In 2022, the resource model of Andrade has been updated,

resulting in a new pit optimization and mine schedule, with

updated Life of Mine schedule for the Itabirite and Hematite

ores. The new life of mine extends to 2054, with increased

annual ROM capacity up to 4.5 million tonnes after 2027.

Serra Azul Mine

ArcelorMittal Mineração Serra Azul mine is a production stage

open pit iron ore mine located approximately 50 kilometers

southwest of Belo Horizonte in the Minas Gerais State of Brazil.

The mine is 100% owned and operated by ArcelorMittal Brasil.

ArcelorMittal Brasil controls all of the mineral and surface rights

needed to mine and process its iron ore reserves. ArcelorMittal

Brasil holds mineral rights over the Central and East claims of

the Serra Azul deposit of over 375 hectares and surface rights

over 281 hectares. Mining legislation in Brazil does not

predetermine the duration of mineral rights and as such these

rights are considered valid to the point of mine exhaustion.

The Serra Azul mine is located in the North-Eastern portion of

the Iron Quadrangle, in the iron rich Cauê Formation of the

Itabira Group. The mineralization occurs as friable, semi

compact and compact itabirites and banded hematite-silica

rocks, with varying degrees of weathering and oxidation.

Currently, Serra Azul mines and processes the friable itabirite

with the Serra Azul expansion project (see "—Capital

expenditures") contemplating the mining and processing of

semi-compact and compact ores.

The Serra Azul mine also operates a processing plant consisting

of a crushing facility and a three-line concentration facility,

including screening, magnetic separation, spirals separators and

jigging. Iron ore product is transported by truck to two railway

terminals located 35 and 50 kilometers from the mine site for

distribution to local purchasers of sinter feed or for export

through third-party port facilities located in the Rio de Janeiro

State.

In 2021, an updated resource model was generated,

incorporating the results of a 1,508m drilling program completed

in late 2020. The drilling program targeted further definition of

the friable itabirite (IF) ore bodies and the updated model has

been used to reassess the mine life for the current IF phase of

the Serra Azul Mine. This has resulted in a revised life of mine

for the IF phase, with mining operations extended until 2024. No

additional drilling occurred in 2022.

Following the integration of the Serra Azul Mine into

ArcelorMittal Brazil in 2020, an expansion project for the Serra

Management report

129

Azul Mine has been approved. The project considers producing

4.5 million tonnes per annum of DRI quality pellet feed by

processing compact itabirite (IC) and semi-compact itabirite

(ISC) material. The IC and ISC processing plant operations are

scheduled to start in the second half of 2024 (see also "—

Capital expenditures) and estimated reserves for IC and ISC

have been included in the Serra Azul life of mine, which has

been extended until 2057.

In February 2019, the Company decided to implement the

evacuation plan related to its dormant Serra Azul tailing dam.

The community situated downstream to the dam was evacuated

as a precautionary measure based on an updated stability

report following incidents in the Brazilian mining sector. This was

done to enable further testing and implementation of any

additional mitigating measures. As a result, the Company has

executed an agreement with the Federal and State Public

Prosecutors Offices and affected families to provide temporary

assistance to the families and set technical measures required

to re-establish factor of safety standards. Such agreement was

extended in February 2020 and negotiations regarding

compensation continued in 2021, during which a

Complementary Agreement Term was signed with new

guidelines for compensation parameters for the impacts caused

by preventive evacuation. As of December 31, 2022, the

Company had entered into 278 indemnification agreements with

the affected families.

EUROPE

ArcelorMittal Prijedor is the only captive mining operation within

the Europe segment.

Management report

130

LOCATION MAP - EUROPE Mining Operation


	% of Ownership Interest	2022		2021		2020
	% of Ownership Interest	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes
ArcelorMittal Prijedor	51.0
At 100% basis		1.7	1.3	1.8	1.6	1.8	1.4
At ownership interest (51%)		0.8	0.7	0.9	0.8	0.9	0.7

ArcelorMittal Prijedor

The Omarska mine is a production stage surface iron ore mine

in Bosnia and Herzegovina, operated by ArcelorMittal Prijedor.

The mine is located 25 kilometers south-east of the town of

Prijedor, where the ArcelorMittal Prijedor headquarters are

based. ArcelorMittal Prijedor was founded in 2004 as a

partnership between ArcelorMittal (at the time LNM Holdings)

with a 51% controlling interest and local mining company Iron

Ore Mine Ljubija owning the remaining 49% stake. ArcelorMittal

Prijedor is a captive mine of the Europe segment and supplies

all of its iron ore production to the ArcelorMittal Zenica steel

plant.

In 2022, ArcelorMittal Prijedor acquired additional mining and

land rights and started iron ore mining at Ljubija Mine. Product

from Ljubija mine is mixed with the product from Omarska mine

and is supplied to ArcelorMittal Zenica steel plant.

The Omarska mine’s current concession was signed in 2018 for

a period of 6 years. The property comprises 1,946 hectares of

land and mineral rights. The Ljubija mine’s current concession

was signed in 2022 for a period of 6 years. The property

comprises 739 hectares of land and mineral rights. ArcelorMittal

Prijedor is the registered holder of the mining rights on all

cadastral plots in the Omarska mine exploitation field. Land

tenure and mineral rights issued to ArcelorMittal Prijedor are

indefinite and considered to be of sufficient duration to enable all

reported mineral reserves on the properties to be mined in

accordance with current life of mine production schedules.

The Buvac deposit at Omarska mine is located within

Carboniferous clastic (shale and sandstones) and carbonate

(limestone, dolomite, and ankerite) sequences, with massive

siderite-limonite mineralization forming an integral part of the

formation. Iron ore from the Buvac deposit is predominantly

limonite-goethite with associated quartz, carbonates, and

silicates of the illite type. The limonite-goethite mineralization

was formed during the oxidization of the upper parts of the

primary siderite bodies.

The ore body is asymmetrical, lens-shape and elongated in a

northeast - southwest direction, dipping at about 8° toward the

north-east from the surface to a depth of 210 meters. The

deposit is approximately 1.5 kilometer long and 1.0 kilometer

wide.

The Ljubija deposit is located within Carboniferous and

Permian-Triassic formation rocks which are partly covered by

thin Quaternary rocks. The ore within these formations is

primarily composed of siderite and ankerite with secondary

limonite iron facies.

The ore is excavated from the Omarska and Ljubija deposits by

traditional truck and shovel open pit mining methods. At the

Omarska mine, after a primary stage of crushing within the pit,

the ore is transported to a processing plant via a conveyor. The

processing plant on site performs crushing, screening, gravity

separation, magnetic separation and filtration. At the Ljubia

mine, ore is crushed and screened and sent to the Omarska

mine processing plant for product blending.

ACIS

Iron ore mining operations forming part of the ACIS segment

include ArcelorMittal Kryvyi Rih open pit and underground mines

in Ukraine, ArcelorMittal Temirtau Orken open pit and

underground iron ore mines in Kazakhstan and Thabazimbi

mine in South Africa.

Management report

131

LOCATION MAPS - ACIS Mining Operations

Management report

132


	% of Ownership Interest	2022		2021		2020
	% of Ownership Interest	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes
ArcelorMittal Kryvyi Rih Open Pit	95.1
At 100% basis		11.3	4.5	25.7	11.0	24.9	10.7
At the ownership interest		10.7	4.3	24.4	10.5	23.7	10.1
ArcelorMittal Kryvyi Rih Underground	95.1
At 100% basis		0.4	0.4	0.7	0.7	0.6	0.6
At the ownership interest		0.3	0.4	0.7	0.7	0.6	0.6
ArcelorMittal Temirtau Open Pit (Lisakovsk, Kentobe and Atansor)	100.0
At 100% basis		2.5	1.4	3.6	1.8	3.3	2.0
ArcelorMittal Temirtau Underground (Atasu)	100.0
At 100% basis		2.0	1.3	1.8	1.5	1.8	1.3
ACIS at 100% basis		16.2	7.6	31.7	14.9	16.3	14.6
ACIS at the ownership interest		15.5	7.4	30.5	14.4	15.8	14.0

ArcelorMittal Kryvyi Rih

ArcelorMittal Kryvyi Rih ("AMKR") is a production stage iron ore

mining complex located predominantly within the borders of the

city of Kryvyi Rih, 150 kilometers southwest of Dnipro, Ukraine.

The mine is 95.1% owned by ArcelorMittal and is integrated into

the ArcelorMittal Kryvyi Rih steel business as a captive mine.

ArcelorMittal acquired the operations in 2005. In 2022, due to

the war in Ukraine, iron ore production was approximately 50%

lower than planned and 58% lower than in 2021.

AMKR operates two open pits over the Novokryvorizke (Mine 2

on the map) and Valyavkinske (Mine 3 on the map) deposits,

and an underground mine at the high-grade iron ore deposit of

Kirova. Operations began at the Kryvyi Rih open pit mines in

1959 and at the Kryvyi Rih underground mine in 1933.

AMKR's operations control all of the mineral rights and surface

rights needed to mine and process its estimated iron ore

reserves, holding mineral rights over 775 hectares and surface

rights over 4,827 hectares to support its surface operations, and

57.9 hectares of mineral and 160 hectares of surface rights for

the underground mine operation. The subsoil use permits for the

underground mine were renewed in 2021 for the next 20 years,

and for the surface pits, mineral rights are due to expire in 2038,

with the land lease agreements being valid until 2060 and 2061,

respectively.

The iron ore deposits are located within the southern part of the

Krivorozhsky iron-ore basin. The iron mineralization at

Novokryvorizke and Valyavkinske deposits is hosted by early

Proterozoic rocks containing multiple altered ferruginous

quartzite strata with shale layers. The major iron ore bearing

units in the open pit mines have a carbonate-silicate-magnetite

composition. In addition, oxidized, iron-rich quartzite is mined

simultaneously with primary ore and is stored separately for

possible future processing. Only the magnetite mineralization is

included in the 2022 open pit iron ore reserve estimates. The

high-grade iron ore of the Kirova deposit is hosted by a

ferruginous quartzite with martite and jaspilite.

Along with the two open pit sites and an underground mine,

AMKR operates a concentrating facility and a crushing facility to

produce its final product. The iron ore extracted from the open

pits is crushed at the mine site through primary crushing, loaded

on a rail-loading facility and transported to the concentrator. The

concentration facility includes crushing, grinding, classification,

magnetic separation and filtering. The iron ore is extracted from

the underground mine by a modified sub-level caving method

and is crushed and screened at surface into lump and sinter ore,

before being transported by rail to the steel plant. The AMKR

steel plant is the main consumer of the mine’s products.

Following the outbreak of the war in Ukraine in February 2022,

iron ore production was approximately at 55% of capacity during

the first half of 2022. During the third quarter, iron ore production

was temporarily suspended due to weaker demand and logistic

constraints but restarted in early October 2022 at the

approximately 25% level. See also "Introduction—Key

transactions and events in 2022”.

ArcelorMittal Temirtau Iron Ore Mining Assets

ArcelorMittal Temirtau has four iron ore mining operations in

Kazakhstan, three open pit mines, Lisakovsk, Kentobe and

Atansor, and one underground mine, Atasu. The mines are

100% owned by ArcelorMittal and integrated into and operated

by ArcelorMittal Temirtau steel business as captive mines. Final

Management report

133

iron ore products are transported to the ArcelorMittal Temirtau

steel plant by railway.

ArcelorMittal Temirtau’s operations control or convey the legal

right to extend all of the mineral rights and surface rights needed

to mine and process its estimated iron ore reserves. Land

leases are granted by the government of the Republic of

Kazakhstan.

Lisakovsk

Lisakovsk (or Lisakovsky) is a production stage open pit mine

located in northwest Kazakhstan, about 110 kilometers from the

town of Kostanay and 1,100 kilometers from Temirtau. The mine

was commissioned in 1969 and was acquired by ArcelorMittal in

2000.

The mine leases cover 2,706 hectares to support its operations,

and mining rights are held for 893 hectares, covering the area

which supports the mine’s planned life of mine production. The

existing mining license was extended through a new subsoil use

agreement granted in 2020 for 25 years and is due to expire in

2044.

The Lisakovsk deposit is located within the western side of the

Turgai trough, in the Eltaisko-Kurzhunkul ore region. It was

formed by sedimentation processes and the filling of the

Lisakovskaya river valley. It is a shallow sheet-like deposit,

elongated along strike for 100 kilometers with a width that varies

from several hundred meters to 6 kilometers. The iron

mineralization at Lisakovsk occurs as an oolite deposit

containing mainly hydro-goethite and goethite. The deposit has

relatively high phosphorous content which can limit its utilization

in the steel-making process.

Ore is excavated at the mine by traditional truck and shovel

methods before being transported by rail to the processing

facility located at the site. Processing comprises crushing,

screening, grinding, wet jigging, wet magnetic separation and

filtration.

Kentobe

Kentobe is a production stage open pit mine located in the

Karkaraly District of Karaganda Region, about 300 kilometers

South-East of Temirtau. The mine was commissioned in 1983

and acquired by ArcelorMittal in 2002.

The mine currently holds surface rights covering 455 hectares in

support of its total operations, including 280 hectares of land

owned by the Kentobe mine and approximately 175 hectares of

land leased until 2026 and 2027. The mining rights are granted

across the 209 hectares covering the area of the planned life of

mine production. In 2017, the Kentobe mine signed an

addendum with the Ministry of Industry and Infrastructural

Development of the Republic of Kazakhstan for an extension of

the existing subsoil agreement, which is now valid until the end

of 2026.

The Kentobe deposit is an integral part of Kentobe-Togai ore

field, located in the contact zone of the Topar and Kaldyrma

complexes’ granitoids, in the north-eastern part of the Kent

massif. The deposit is located within the eastern part of the

Kentobe-Togai structure, associated with skarns and

metasomatites, with intensive occurrences of dyke formations of

different ages and ruptured faults. The mineralization at Kentobe

is primarily magnetite, with a small component of oxidized ore

within the upper horizons. The magnetite mineralization

constitutes all the remaining estimated ore reserves of Kentobe

mine.

Magnetite ore is excavated at the mine by conventional truck

and shovel methods after drilling and blasting. Ore processing

on the site includes crushing, screening, and dry magnetic

separation to produce a coarse iron ore concentrate.

Atansor

Atansor is a production stage open pit mine located in the

Enbekshelderskiy district of the Akmola region of Kazakhstan,

450 kilometers from the city of Temirtau and 60 kilometers to the

south-east of the district center of Stepnyak. Mining of the

deposit commenced in 1996 and it was subsequently acquired

by ArcelorMittal in 2004.

The mine leases cover 562.4 hectares to support its total

operations, with current mining rights over 124 hectares,

covering the entire area of the mine’s planned life of mine

production. The existing subsoil agreement is valid until the end

of 2029.

The Atansor deposit is located within skarn zones related to a

volcanic intrusion that can be traced for more than 1.5

kilometers. The mineralization includes both oxidized martitic

ore and magnetite ore. Magnetite ore is of primary interest and

only a small portion of excavated martite ore is included in the

mine's mineral reserves.

Ore is excavated at the mine by traditional truck and shovel

methods. Ore is then processed by crushing and dry magnetic

separation.

Atasu

Atasu is a production stage underground mine located in the

Zhanaarkinskiy District territory, 5 kilometers from the town of

Karazhal and about 400 kilometers south/southwest of Temirtau.

The mine began operating in 1956 with open pit exploitation of

near surface reserves. Surface operations ended in 1980.

Underground operations commenced in 1976. The mine was

acquired by ArcelorMittal in 2003.

Management report

134

The mine leases cover 457.9 hectares and 327 hectares of

mineral rights to support its total operations, including the entire

area of the mine’s planned life of mine production. The current

mining lease was obtained in 2003 and the existing subsoil

agreement is due to expire at the end of 2026.

The Atasu operations mine the West Karazhal deposit, which is

a primary hematite ore with associated manganese

mineralization. Studies have indicated that the deposit could

have a sedimentary-volcanogenic origin caused by underwater

hydrothermal activity.

Ore is currently mined from the +44m Level by the sub-level

caving method, using portable drilling and blasting equipment,

scraper winches during loading and underground electric

locomotives for transportation. Excavated iron ore is treated at

the processing plant by crushing, classification and wet jigging

to produce lumps and fines iron ore products.

A project is currently underway to complete a detailed study for

the development of the -10m level, which is anticipated to

replace the current ore source once it is fully depleted.

South Africa

The Thabazimbi mine in the Limpopo Province of South Africa is

an exploration stage captive mine of ArcelorMittal South Africa

("AMSA") steel. AMSA took full ownership of the Thabazimbi

operations from Kumba Iron Ore in November 2018.

Open pit operations at Thabazimbi ceased in 2016, and the

mine is currently only engaged in the rehandling of iron ore from

stockpiles of ROM material from historical production.

The Thabazimbi mine holds surface rights over 10,952.8

hectares and mineral rights over 8,662.3 hectares, valid until

2039.

In 2021 and 2022, mining consultancy VBKOM was contracted

to complete a pre-feasibility study and estimate the remaining

in-situ mineral resources for Vanderbijl deposit, which are

reported in this report. Further studies to define mineral reserves

and life of mine are planned to commence in 2023.

The Vanderbijl iron ore deposit at Thabazimbi, for which the

resources are estimated, is located on the northern margin of

the Transvaal sub-basin. The Transvaal Supergroup was

deposited in an open marine sedimentary basin developed on

the Kaapvaal Craton within fluvial, deltaic to marine depositional

environments. The iron ore deposits are developed at or close

to the transitional contact zone of the combined footwall

dolomites and upper transitional shale beds (including the

overlying ≈15 m thick chert-rich shale layer) of the Malmani

Subgroup and the overlying BIFs of the Penge Formation.

Management report

135

MINING

Iron ore mining operations forming part of the Mining segment include AMMC in Canada and AML in Liberia.

LOCATION MAP - AMMC

Management report

136

LOCATION MAP - AML


	% of Ownership Interest	2022		2021		2020
	% of Ownership Interest	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes
AMMC	85.0
At 100% basis		66.9	24.1	65.6	22.0	67.0	23.2
At ownership interest (85%)		56.9	20.5	55.8	18.7	56.9	19.7
AML	85.0
At 100% basis		4.3	4.4	4.6	4.2	5.3	5.1
At ownership interest (85%)		3.6	3.8	3.9	3.6	4.5	4.4
Mining segment at 100% basis		71.2	28.5	70.2	26.2	72.3	28.3
Mining segment at the ownership interest		60.5	24.3	59.7	22.3	61.4	24.1

AMMC

AMMC is structured in two partnerships ArcelorMittal Mining

Canada G.P. and ArcelorMittal Infrastructure Canada G.P.,

which are both held at 85% by ArcelorMittal with a 15% non-

controlling interest held by 9404-5515 Québec Inc., a

consortium constituted, among others, of POSCO, South

Korean Steel Company and China Steel Corporation.

AMMC is a production stage property, including two deposits at

Mont-Wright and Fire Lake, and another deposit at Mont-Reed.

Management report

137

The mines at Mont-Wright and Fire Lake are operated by AMMC

and are both open-pit producing mines, consolidated in one

production schedule and life of mine supporting the AMMC

property's disclosed mineral reserves. The deposit at Mont-

Reed is currently in an exploration stage.

The Mont-Wright and Fire Lake deposits are located in Québec,

Canada. Mont-Wright is located near Fermont, and Fire Lake is

located 85 kilometers south-east of Fermont. The Mont-Reed

deposit is located approximately 130 kilometers southwest of

Mont-Wright. Along with the Mont-Wright and Fire Lake mines,

AMMC operates an ore processing plant located on-site at

Mont-Wright, as well as a pelletizing plant located at the Port-

Cartier port.

Headquarters of the mines are based in Greater Montreal.

Fermont, the town site built to support the mining operations, is

located 16 kilometers east of the Mont-Wright mining complex

and is connected by Highway 389 to Baie-Comeau, which is 570

kilometers away. The Mont-Wright and Fire Lake mines are

located approximately 400 kilometers north of the city of Port-

Cartier and approximately 1,000 kilometers north-east of

Montreal.

AMMC mining property comprises 35,722 hectares of mineral

rights across six mining leases, five patented parcels and six

hundred and forty-one map designated claims. Patented parcels

have no expiration dates or lease fees whereas active leases

are valid for a period of ten years. All current leases expire

between 2025 and 2033 and can be renewed as needed, with

reports on material moved disclosed to the government on a

yearly basis.

The Mont-Wright, Fire Lake and Mont-Reed deposits are all

Lake Superior–type banded iron formations, the metamorphic

equivalent to other iron formations within the Labrador Trough

iron district. While Mont-Wright and Fire Lake are hematite-rich

deposits, Mont-Reed has a greater ratio of magnetite.

Mont-Wright and Fire Lake are surface pit producing mines, with

the mining operations carried out in conventional large-scale

open pits employing industry standard technology and

equipment to mine ore with grades averaging approximately

29% Fe.

All mined ore from Mont-Wright and Fire Lake is processed at

the Mont-Wright processing plant, with material from Fire Lake

brought in by train. Feed ore material is fed through the crusher

and concentrated in the processing plant in Mont-Wright using a

gravity separation method. Concentrate is shipped to Port-

Cartier, Québec, Canada, via private railroad, to the pelletizing

facilities and port operations. The main products sold are

concentrate and a variety of pellets.

AML

AML is an open pit production stage property and has been

mining direct shipping ore ("DSO") from the Mt. Tokadeh and Mt.

Gangra deposits in northern Nimba, Liberia, since 2011.

ArcelorMittal’s ownership at AML is 85%, with the remaining

15% owned by the Liberian Government. The construction of

the mine commenced in 1960 by a group of Swedish

companies, which ultimately became the Liberian American-

Swedish Minerals Company (“LAMCO”), and production

commenced on the Nimba deposit in 1963. After LAMCO

ceased production in 1992, AML signed a Mineral Development

Agreement (MDA) in 2005 with the Liberian Government. In

2021, AML signed an amendment to the MDA with the Liberian

Government, which is currently under the legislative ratification

process.

Under the MDA, AML is currently developing three deposits

located approximately 300 kilometers northeast of Monrovia,

Liberia. Three deposits within the MDA are grouped under the

name “Western Range Project”, which includes the Mt. Tokadeh,

Mt. Gangra and Mt Yuelliton deposits. The concession area

granted to AML by the Liberian Government as per the MDA,

with rights to explore or mine iron ore covers approximately

51,342 hectares and is valid until 2030. Within the concession

area, AML has a Class A mining license for the Mt. Tokadeh, Mt.

Gangra and Mt Yuelliton deposits. In addition to the rights to

explore and mine iron ore, the Liberian Government has granted

the right to develop, use, operate and maintain the Buchanan to

Yekepa railroad and the Buchanan port, along with an area at

Buchanan for township and industrial facilities for material

handling and workshops.

The Nimba itabirites is a 250 to 450-meter-thick recrystallized

iron formation. Although the iron deposits at Mt. Tokadeh, Mt.

Gangra and Mt Yuelliton fit the general definition of itabirite as

laminated metamorphosed oxide-facies iron formation, they are

of lower iron grade than the ore previously mined at Mount

Nimba. Tropical weather effects have caused the decomposition

of the rock forming minerals resulting in enrichment in the iron

content that is sufficient to support a DSO operation and

accordingly, currently, only high grade ore reserves of oxidized

iron ore are mined. This ore only requires crushing and

screening to make it suitable for export. The materials-handling

operation consists of stockyards at both the mine and port

areas, linked by a 250-kilometer single track railway running

from Mt. Tokadeh to the port of Buchanan. The facilities at the

port consist of tail pulley platforms, conveyor system, quayside

including bays for iron ore storage, fuel quayside jetty,

equipment workshop and the final product storage. The final

product is supplied to ArcelorMittal's steel plants in Europe, with

the balance of any product being shipped to the external

European market.

Management report

138

In 2013, AML had started construction of a Phase 2 project that

envisaged the construction of 15 million tonnes per annum of

concentrate sinter fines capacity and associated infrastructure;

this project was then suspended due to the onset of Ebola in

West Africa and the subsequent force majeure declaration by

the onsite contracting companies. AML has now completed the

revised feasibility study, which was updated in 2019-20 to apply

best available technology and replace wet with dry stack tailings

treatment. On September 10, 2021, the Liberian Government

and ArcelorMittal signed an amendment to the MDA, which is

currently under the legislative ratification process, for a

substantial expansion of mining operations. The Phase 2

expansion includes the construction of a 15 million tonnes per

annum concentrator plant project to treat oxidized and

transitional ores to significantly ramp up production of premium

iron ore. The concentrator phase, to be constructed in modules,

will transition AML to a premium product category (high grade

concentrate) asset while achieving a low FOB and CIF-China

cost position (with the economies of scale projected to more

than offset the cost of concentration). The expansion project -

which encompasses processing, rail and port facilities - will be

one of the largest mining projects in West Africa. The capital

required to finalize the project is currently under review given

impacts of inflation and enlarged scope and will be

communicated in the first half of 2023. It is effectively a

brownfield expansion given that 85% of the procurement has

already been done (with the equipment on site) and 60% of the

civil construction is complete. First concentrate is expected

during the fourth quarter of 2024. Under the agreement, the

Company has further expansion opportunities of up to 30 million

tonnes per annum. The revised feasibility study also

contemplates a future change to the processing infrastructure to

enable the production of high quality concentrate from the

magnetite dominant fresh ores (Phase 3). Other users may be

allowed to invest for additional rail capacity. See also "—Capital

expenditures".

JOINT VENTURES AND ASSOCIATES

AMNS India is a joint venture in which ArcelorMittal and NSC

hold a 60% and 40% interest, respectively.

LOCATION MAP - INDIA

Management report

139


	% of Ownership Interest	2022		2021		2020
	% of Ownership Interest	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes
AMNS India	60.0
At 100% basis		9.1	8.9	7.4	6.8	1.8	1.6
At ownership interest (60%)		5.4	5.3	4.5	4.1	1.1	1.0

Thakurani mine

AMNS India's Thakurani iron ore mine is a production stage

open pit mine in the Odisha state of India. AMNS India holds

surface and mineral rights over 228 hectares to support its

Thakurani operations, located 320 kilometers to the north of the

Odisha capital Bhubaneswar and 4 kilometers east of the town

of Barbil.

The operation and mining rights to the Thakurani operations

were obtained by AMNS India in February 2020 through the

Indian Government Mining Block auction scheme. The

Thakurani open pit mine has been operated since 1961 and has

both mature mining pits and undeveloped resource areas.

AMNS India commenced mining operations in mid-2020,

following the demobilization of the previous claim holder,

Kaypee Enterprises.

AMNS India has a permit in place for 5.5 million tonnes per

annum of ore production, designated for internal consumption

only. The ramp-up to a capacity of 5 million tonnes per annum

was completed in 2021. The mining lease deed was executed

on June 27, 2020 for a period of 50 years to June 26, 2070.

Until June 27, 2021, all production from the mine had to be

consumed by specified AMNS India end use plants, after which

up to 25% of production may be sold to a third party. A

submission approved by the Indian Bureau of Mines in late 2020

has increased the permitted production rate to 7.99 million

tonnes per year from 2023.

The Thakurani operations lie in the south eastern part of the

Singhbhum-Keonjhar-Bonai iron ore belt, a narrow NNE-SSW

directional trending folded syncline that runs through northern

Odisha, India and southern Jharkhand, India. The Precambrian

horseshoe shaped belt is a well-known iron ore province hosting

many iron ore deposits. The enriched sequence is a traditional

Banded Iron Formation that has been subject to significant

weathering that has enriched the iron ore deposits. Ore is

generally of the friable hematite type, however more competent

hematite ores and friable goethite ores are also present.

The current mining operation at Thakurani is being carried out

by conventional mining methods using excavators and trucks for

ore transportation to a mobile crushing facility. Ore from the

Thakurani operation is crushed and screened on site before

being transported by road to the Dabuna beneficiation plant

located approximately 40 kilometers to the south. Beneficiated

material is then transported by slurry pipeline to the pelletizing

plant at Paradip, located on the coast at Bay of Bengal.

Ghoraburhani – Sagasahi mine

The Ghoraburhani – Sagasahi mine is a production stage open

pit iron ore mine, located in the Sundargarh district of Odisha,

state of India. The operation and mining rights to the

Ghoraburhani – Sagasahi operations were obtained through the

AMNS India takeover of ESIL in December 2019. The mining

lease deed was executed on March 26, 2021, for a period of 50

years and permits production of up to 7.16 million tonnes per

annum of ore primarily for captive usage. AMNS India holds

surface and mineral rights over 139 hectares at the Sagasahi

mine.

The Ghoraburhani – Sagasahi operations lie in the south-

western part of the Singhbhum-Keonjhar-Bonai iron ore belt.

The enriched sequence is a traditional Banded Iron Formation

that has been subject to significant weathering and deformation

that has enriched the iron ore deposits. Ore is generally of

lateritic iron ore/ hard laminated ore on the top followed by soft

laminated ore and friable hematite with intercalations of friable

shaly ore and limonitic ore are also present.

Ore mining commenced at the Ghoraburhani – Sagasahi mine

in September 2021 by conventional mining methods, using

excavators and trucks for ore transportation to a mobile

screening & crushing facility. There are currently no processing

facilities at the site. Mineral resources and mineral reserves

have been reported in 2022 after completion of exploration.

Following this, a pit optimization and life of mine plan was

generated for the mine, forming the basis for the reported

mineral resources and mineral reserves.

Management report

140

Baffinland

ArcelorMittal has a non-controlling interest at the associate

Baffinland iron ore mine.

LOCATION MAP - BAFFINLAND


	% of Ownership Interest	2022		2021		2020
	% of Ownership Interest	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes
Baffinland	25.23
At 100% basis		7.2	5.9	6.3	5.5	7.8	6
At ownership interest (25.23%)		1.8	1.5	1.6	1.4	2.0	1.5

The Mary River mine is a production stage open pit high-grade

iron ore mine. The mine is operated by Baffinland Iron Mines

Corporation, a privately owned Canadian mining company.

The Mary River property is located within the Arctic Circle on

north Baffin Island, in the Qikiqtani Region of Nunavut, Canada,

approximately 1,000 kilometers (620 miles) northwest of Iqaluit,

the capital of Nunavut. It comprises five high grade deposits and

six prospects, which represent high grade examples of Algoma-

type iron formation consisting of magnetite, hematite and

specular hematite mineralization. The project began commercial

production on Deposit No. 1 in 2014.

In March 2011, ArcelorMittal acquired 70% of the Mary River

mine project, with Nunavut Iron Ore Inc. (“NIO”), an affiliate of

Management report

141

The Energy and Minerals Group (“EMG”), owning the remaining

30%. In February 2013, ArcelorMittal and NIO entered into a

joint arrangement and equalized their shareholdings at 50/50.

Subsequently, following equity funding commitments and

conversion of preferred shares into equity, both exercised by

NIO only, ArcelorMittal’s share over time decreased to 25.23%

as of December 31, 2020. In September 2020, the corporate

structure was reorganized whereby NIO became the sole parent

company of Baffinland, while ArcelorMittal together with EMG

became shareholders of NIO. Following this reorganization,

ArcelorMittal retained its participation in the project and as of

December 31, 2022, holds a 25.23% interest in NIO.

Baffinland’s total mineral tenures (including leases, mineral

claims and exploration rights) cover an area of approximately

393,005 hectares (971,136 acres). Of this, approximately 15% is

subject to mining leases (being leased claims under the

Nunavut Mining Regulations), 73% is covered by mineral claims

(being recorded claims under the Nunavut Mining Regulations)

and the rest by exploration rights.

Baffinland has two main operating locations – the mine site at

Mary River and Milne Port, located approximately 86 kilometers

north-west of the mine site. The Mary River mine is self-

sustaining and is equipped with an airstrip and aerodrome. It is

a conventional open pit truck and shovel operation. Ore is

delivered to crushers before the crushed product is transported

via the 100 kilometer Tote road to Milne Port. Milne Port has

been fully developed to accommodate a 5 million-tonne ore

stockpile, an ore dock, maintenance facility, and associated

infrastructure for the operation of the port facilities. Baffinland

can only ship during the open water season (typically July to

October), but may conduct haulage of ore to the port throughout

the year.

In 2022, Baffinland operated within an approved Early Revenue

Phase, which permitted up to 6.0 million tonnes per annum to be

hauled to and shipped from Milne Port. The current permitting

limit on trucking and shipping is 4.2 million tonnes per annum.

However, as per previous years, Baffinland expects to obtain

continued approval for an increase to 6 million tonnes per

annum for 2023.

Baffinland is progressing various studies for the potential

expansion of production, which includes construction of a

railway to replace the existing truck haul operation for transport

of iron ore from the Mary River mine to Port. See also "—Capital

expenditures—Update on previously announced investment

projects".

Coal Operations

ArcelorMittal Temirtau has eight underground coal mines located

in and around Karaganda in Kazakhstan: Kostenko,

Kuzembaeva, Saranskaya, Abayskaya, Kazakhstanskaya,

Lenina, Shakhtinskaya and Tentekskaya.

Management report

142

LOCATION MAP - ArcelorMittal Temirtau Coal


	% of Ownership Interest	2022		2021		2020
	% of Ownership Interest	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes
Karaganda - Kazakhstan	100.0	7	2.6	8.3	3.3	9.5	3.6

ArcelorMittal Temirtau (Karaganda– Kazakhstan– Kazakhstan

Coal Mines)

All eight coal mines are production stage underground mines

and are captive to the Temirtau steel operations, since entering

the structure of Ispat-Karmet JSC, Coal Division (now

ArcelorMittal Temirtau JSC, Coal Division) in 1996. All of the

mines are operated by ArcelorMittal Temirtau JSC, Coal

Division.

The mines are located 5 to 30 kilometers to the west from the

city of Karaganda, in an area with well-developed infrastructure

around the capital of the Karaganda region of the Republic of

Kazakhstan.

The subsoil use contract and license for all coal mines in

Karaganda was renewed with the Government of Kazakhstan in

2022 and the license is issued with a validity period of 20 years.

The total area under mineral rights is 28,638 hectares after a

small portion of land was returned to the State. Land tenures of

the Karaganda coal mines cover 13,349 hectares.

The coal mines of ArcelorMittal Temirtau are located in the

Karaganda Coal Basin. The basin is more than 3,000 square

kilometers and was formed by strata of Upper Devonian and

Carbonic ages, Mesozoic and Cainozoic formations. Due to

structural peculiarities, the coal basin is divided into three

geology-based mining areas. ArcelorMittal Temirtau's coal

mining operations are performed in the three distinct mining

areas: Karagandinskiy (Kostenko, Kuzembayeva, and

Saranskaya mines), Sherubay-Nurinskiy (Abayskaya and

Shakhtinskaya mines) and Tentekskiy (Kazakhstanskaya,

Lenina, and Tentekskaya mines).

The Kostenko mine occupies the central part of the industrial

district of the Karagandinskiy area. In the west and north-west it

borders with the closed Gorbacheva and Severnaya mines.

The Saranskaya and Kuzembayeva mines operate in the Saran

district of the Karagandinskiy area.

The Abayskaya and Shakhtinskaya mines operate in the

territory of the Sherubay-Nurinskiy area located in in the

southern part of the north-east limb of the Sherubay-Nurinskiy

syncline (Brachy syncline).

The Lenina, Kazakhstanskaya, and Tentekskaya mines operate

in the territory of the Tentekskiy area. Tentekskaya is in the

north-west part of the Sherubay-Nurinskiy syncline.

In all mines, coal mining is carried out by longwall and

development production faces. The produced coal is transported

via belt infrastructure and skip shafts to the surface. From there,

ROM coal is dispatched via a rail network to coal preparation

plants (Vostochnaya and Temirtau) for processing.

For beneficiation of the coal, two washeries are operated. All

mines are connected to the main railway, and coal is transported

by railway to the coal wash plants. Surplus coal concentrate,

when available, is supplied to ArcelorMittal Kryvyi Rih in

Ukraine, and to external customers in Russia and China.

Additionally, low quality coking coal rejected from the

metallurgical coal concentration process is provided to a power

plant which supplies power and heated water to Temirtau city

and the ArcelorMittal Temirtau steel plant.

ArcelorMittal’s coal operations in Kazakhstan face particularly

significant safety challenges. An accident in November resulted

in five fatalities and the stoppage of all degassing operations

during November and December 2022. Mining operations have

since restarted, at a gradual pace with the full ramp-up of

production to pre-accident levels expected by the second

quarter of 2023. Focused attention is being devoted to address

the safety challenges. Intensive safety improvement programs

have been put in place with a focus on cultural change,

structural integrity of physical assets and operational reliability.

See "Business Overview—Sustainable Development—Health

and Safety—Focus on Kazakhstan".

Estimates of Iron Ore and Coal Mineral Reserves and Mineral

Resources

For the meanings of certain technical terms used in this annual

report, see “Glossary - definitions, terminology and principal

subsidiaries”.

The mineral reserve and resource estimates have been

prepared in accordance with S-K 1300 and also with the

Canadian Institute of Mining Metallurgy and Petroleum (CIM)

Best Practice Guidelines and Standard Definitions (for all its

operations and projects).

Management report

143

The estimates of mineral resources and mineral reserves at the

Company’s mines and projects and the estimates of the mine

life included in this report have been prepared by qualified

persons, in accordance with the guidelines for mining property

disclosure requirements in accordance with S-K 1300. Qualified

persons are either third parties or employees of a third party that

is not affiliated with ArcelorMittal, or are employees of

ArcelorMittal, with no direct or indirect economic interest in

ArcelorMittal or its shares. No qualified persons have been

employed on a contingent basis.

Only measured and indicated mineral resources, where the level

of geological certainty associated was sufficient to allow a

qualified person to apply modifying factors in sufficient detail to

support mine planning and evaluation of the economic viability

of the deposit, were converted to proven or probable mineral

reserves for each of the mineral properties under the summary

disclosure.

The 2022 mineral resource and mineral reserve estimates at the

AMMC mining property have been prepared by qualified

persons who are employees of ArcelorMittal.

The 2022 mineral resource and reserve estimates for the Las

Truchas and San José mines (consolidated as Mexico,

excluding Peña Colorada in the tables below) were prepared by

qualified persons of WSP and Forte Dynamics. Peña Colorada

contracted SLR Consulting (Canada) Ltd. to provide the 2022

mineral resource and reserve estimates for the Peña Colorada

mine.

The 2022 mineral resource and reserve estimates for the

Andrade and Serra Azul mines (consolidated as Brazil in the

tables below) were prepared by qualified persons of the GE21

Consultoria Mineral, with the support of the ArcelorMittal Brazil

local team.

The mineral resource and reserve estimates for the AMKR

(Ukraine) open pit and underground operations as of December

31, 2022 were prepared by LLC "KAI". Mineral resource and

reserve estimates for the ArcelorMittal Temirtau iron ore surface

mines (consolidated as Kazakhstan Open Pit in the tables

below) and underground mine (Kazakhstan Underground in the

tables below) were prepared by qualified persons who are

employees of ArcelorMittal.

For 2022, mineral resource and reserve estimates for the

Thakurani and Ghoraburhani – Sagasahi mines (India in the

tables below) were prepared by a qualified person of BMRC

Geomining Solutions LLP.

AML's 2022 mineral resources and mineral reserves were

estimated by qualified persons who are employees of

ArcelorMittal. In 2022, a qualified person of VBKOM (Pty) Ltd

estimated the mineral resources for the Vanderbijl pit at

Thabazimbi (South Africa in tables below). Estimates of mineral

reserves are not reported in 2022 for ArcelorMittal South Africa

iron ore operation Thabazimbi. Mineral resources and mineral

reserves as of December 31, 2022 for ArcelorMittal Prijedor

(Bosnia in the tables below) were prepared by an independent

qualified person. The mineral resources and reserves for the

Mary River Mine (Baffinland in the tables below) as of

December 31, 2022 were estimated by a qualified person of

SLR Consulting (Canada) Ltd.

ArcelorMittal Temirtau's mineral resources for the eight coal

mines (Kazakhstan-Karaganda in tables below) as of December

31, 2022 were estimated by qualified persons of WSP. 2022

mineral reserves for coal mines have been estimated by

qualified person who is an employee of ArcelorMittal.

The point of reference of reporting all of ArcelorMittal's mineral

resources and reserves in the tables below is in situ for

resources and the point of delivery of the ROM material to the

processing plant for reserves. All material is reported on a wet

basis and grades on a dry basis. The effective date for reporting

of all mineral resources and reserves is December 31, 2022.

For each of the mining operations under the summary

disclosure, economic viability of the declared mineral reserves

has been determined by the qualified persons using a

discounted cash flow analysis, demonstrating that extraction of

the mineral reserve is economically viable under reasonable

investment and market assumptions. The estimated mine life

reported in this table corresponds to the duration of the

production schedule of each operation based on the 2022 year-

end iron ore reserve estimates only. The production varies for

each operation during the mine life and as a result the mine life

is not the total reserve tonnage divided by the 2022 production.

Mine life of each operation is derived from the life of mine plans

and corresponds to the duration of the mine production

scheduled from mineral reserve estimates only. The

demonstration of economic viability is established through the

application of a life of mine plan for each operation or project

providing a positive net present value on a cash-forward looking

basis, considering the entire value chain. Economic viability is

demonstrated using forecasts of operating and capital costs

based on historical performance, with forward adjustments

based on planned process improvements, changes in

production volumes and in fixed and variable proportions of

costs, and forecasted fluctuations in costs of raw material,

supplies, energy and wages. Mineral reserve estimates are

updated annually in order to reflect new geological information

and current mine plan and business strategies. The Company’s

reserve estimates are of in-place material after adjustments for

mining depletion and mining losses and recoveries, with no

adjustments made for metal losses due to processing. For a

description of risks relating to reserves and reserve estimates,

Management report

144

see “Introduction—Risk factors—Risks related to ArcelorMittal’s

mining activities".

The reported iron ore and coal reserves contained in this report

do not exceed the quantities that the Company estimates could

be extracted economically if future prices were at similar levels

to the average contracted price for the three years ended

December 31, 2022. The Company establishes optimum design

and future operating cut-off grade based on its forecast of

commodity prices, adjusted for local market conditions, freight,

inland logistics costs, and final product value in use premiums/

penalties, and operating and sustaining capital costs. The cut-off

grade varies from operation to operation and during the life of

each operation in order to optimize cash flow, return on

investments and the sustainability of the mining operations.

Such sustainability in turn depends on expected future operating

and capital costs. Estimates of reserves and resources can vary

from year to year due to the revision of mine plans in response

to market and operational conditions, in particular market price.

See “Introduction—Risk factors—Risks related to ArcelorMittal’s

mining activities—ArcelorMittal’s reserve and resource

estimates may materially differ from mineral quantities that it

may be able to actually recover; ArcelorMittal’s estimates of

mine life may prove inaccurate; and market price fluctuations

and changes in operating and capital costs may render certain

ore reserves uneconomical to mine.”

To ensure that mineral resource estimates for all mines satisfy

the requirements for reasonable prospects for economic

extraction ("RPEE") requirement, reasonable technical and

economic factors were considered by qualified persons in the

process of derivation of the ultimate mineral resource pit shells

or underground constraining wireframes and other spatial

controls used to constrain the mineralization. Factors used are

current, considered to be reasonably developed, and are based

on generally accepted industry practice and experience.

Tonnage and grade estimates are reported as ‘Run of Mine’.

Tonnage is reported on a wet metric basis. Metallurgical

recoveries are accounted for in the concentrate tonnes

calculation based on historical processing data and are variable

as a function of head grade.

ArcelorMittal owns less than 100% of certain mining operations;

mineral reserve and mineral resource estimates have been

adjusted to reflect ownership interests and therefore reflect the

portion of total estimated mineral reserves and resources of

each mine attributable to ArcelorMittal as per the Company’s

ownership interest in each mine at December 31, 2022.

The classification of the iron ore and coal reserve estimates as

proven or probable reflects the variability in the mineralization at

the selected cut-off grade, the mining selectivity and the

production rate and ability of the operation to blend the different

ore types that may occur within each deposit.

The following table summarizes ArcelorMittal’s mineral reserves

as of the end of the fiscal year ended December 31, 2022 in the

aggregate, and by commodity and country and for each property

containing 10% of more of ArcelorMittal’s combined mineral

reserves. Mineral reserve quantities are rounded to million

tonnes. Unless indicated otherwise below, for the purpose of

determining iron ore mineral reserves, ArcelorMittal has used a

long term iron ore reference price of $60 per tonne for 62% Fe

fines, based on supply / demand fundamentals and industry cost

curve adjusted upwards or downwards for mine specific factors

and further adjusted for grade, logistics, and other adjustments.

Management report

145


Iron Ore	% of Ownership Interest15	Proven Mineral Reserves		Probable Mineral Reserves		Total Mineral Reserves
Iron Ore	% of Ownership Interest15	Millions of Tonnes	% Fe 1	Millions of Tonnes	% Fe 1	Millions of Tonnes	% Fe 1
Canada		1,792	30.9	217	38.5	2,009	31.7
AMMC2	85.0	1,709	29.2	158	29.1	1,867	29.2
Baffinland3	25.2	83	64.5	59	63.9	142	64.3
Mexico		62	24.3	175	25.7	237	25.3
Mexico (Excluding Peña Colorada)4	100.0	10	36.0	106	29.0	116	29.6
Peña Colorada - Mexico5	50.0	52	22.0	69	20.5	121	21.1
Brazil6	100.0	181	46.4	252	37.2	433	41.1
Bosnia7	51.0	1	45.8	6	41.5	7	42.1
Ukraine		73	35.3	452	34.3	525	34.4
Ukraine Open Pit8	95.1	68	33.9	439	33.7	507	33.7
Ukraine Underground9	95.1	5	54.6	13	54.6	18	54.6
Kazakhstan		1	34.3	114	40.6	115	40.5
Kazakhstan Open Pit10	100.0	1	34.3	108	40.5	109	40.5
Kazakhstan Underground11	100.0	—	—	6	41.6	6	41.6
South Africa12	100.0	—	—	—	—	—	—
Liberia12	85.0	8	52.9	725	42.5	733	42.6
India13	60.0	—	—	95	61.3	95	61.3
Total Iron Ore		2,118	32.2	2,036	38.9	4,154	35.5

	% of Ownership Interest	Proven Mineral Reserves		Probable Mineral Reserves		Total Mineral Reserves
Coal	% of Ownership Interest	Millions of Tonnes	% Ash	Millions of Tonnes	% Ash	Millions of Tonnes	% Ash
Kazakhstan - Karaganda14
Saranskaya	100.0	28	33.7	3	33.7	31	33.8
Kuzembaeva	100.0	20	36.6	6	36.6	26	36.6
Kazakhstanskaya	100.0	29	37.4	2	37.4	31	37.4
Lenina	100.0	19	41.5	4	41.5	23	41.5
Shakhtinskaya	100.0	23	47.5	6	47.5	29	47.5
Tentekskaya	100.0	24	38.7	1	38.7	25	38.7
Kostenko	100.0	14	39.8	12	39.8	26	39.8
Abayskaya	100.0	15	41.4	2	41.4	17	41.4
Total Coal		172	39.2	36	40.2	208	39.4

1.Unless stated otherwise, % Fe represents total Fe content for all sites except Peña Colorada where it represents magnetic Fe content only.

2.Mineral reserves for AMMC are estimated at a cut-off grade of 15% and a mass recovery of 34.9%, for a life of mine of 30 years.

Management report

146

3.Mineral reserves for Baffinland are estimated based on a long-term iron ore price of $84 per tonne for 62% Fe fines CFR North China, at a cut-off grade of 55% and a

mass recovery of 100%, for a life of mine of 24 years.

4.Mineral reserves for Las Truchas are estimated at a cut-off grade of 10% Fe magnetic, and reserves for San José are reported at a cut-off grade of 25% Fe. The Fe

recovery of Fe magnetic is 90% is considered in Las Truchas, and at San José Fe recovery considered is 75%. Life of mine of Las Truchas is 14 years and San José has

a life of mine of 2 years.

5.Mineral reserves for Peña Colorada are estimated at the cut-off grade of 15% Fe magnetic. Fe recovery at the mineral reserve average head grade is 89.3% of Fe

magnetic, for the life of mine of 16 years.

6.Mineral reserves for Serra Azul are estimated at 40% Fe cut-off grade and a mass recovery of 52.8% for friable material, and 29% Fe cut-off grade and a mass recovery

varying from 33% to 45% for compact material, for a life of mine of 35 years. Mineral reserves for Andrade are reported at a cut-off grade of 20% Fe and 81.3% mass

recovery at average, for a life of mine of 32 years.

7.Mineral reserve for ArcelorMittal Prijedor is estimated based on a price of $39.9 per tonne of product calculated based on assumptions of a non-marketable material

supplied to its integrated steel plant, at 32% Fe cut-off grade and mass recovery of 75%, for the life of mine of 7 years.

8.Mineral reserve for Ukraine Open Pit is estimated at an average Fe recovery of 65.3%. Cut-off grade applied at Novokryvorizke deposit is 12% Fe, and at Valyavkinske

deposit 16% Fe. Life of mine considered for the two pits combined is 23 years.

9.Mineral reserve for Ukraine Underground mine is estimated based on a price of $39.3 per tonne of product calculated based on assumptions of a non-marketable material

supplied to its integrated steel plant, at cut-off grade of 48% Fe and a mass recovery of 100%, for a life of mine of 22 years.

10.Mineral reserves for Kazakhstan Open Pit mines are estimated using a price averaging $20 per tonne of products calculated based on assumptions of a non-marketable

material supplied to its integrated steel plant. Atansor mineral reserves are reported at a 20% Fe cut-off grade and a mass recovery of 53.9%, for a life of mine of 5 years.

Mineral reserves for Kentobe are reported at a 20% Fe cut-off grade and a mass recovery of 86.7%, for a life of mine of 15 years, and mineral reserves for Lisakovsk are

reported at a 30% Fe cut-off grade and a mass recovery of 48.3% , for a life of mine of 46 years.

11.Mineral reserve for Kazakhstan Underground mine Atasu is estimated based on a price of $32 per tonne of products calculated based on assumptions of a non-

marketable material supplied to its integrated steel plants, a 35% Fe cut-off grade and a mass recovery of 40.4%, for a life of mine of 3 years.

12.Mt. Tokadeh, Mt. Gangra and Mt. Yuelliton mineral reserves are estimated at a cut-off grade of 40% Fe and a mass recovery of 58.9% for the oxide and transitional

material, and a 30% Fe cut-off grade and a mass recovery of 44.8% for the fresh material, for a life of mine of 31 years.

13.Mineral reserves for Thakurani and Ghoraburhani – Sagasahi are estimated using a long term iron ore price of 42 $/t based on IBM (Indian Bureau of Mines) three years

average.,Mineral reserves for Thakuranii are estimated at 55% Fe cut-off grade and a mass recovery of 98%, for the life of mine of 14 years. Mineral reserves for

Ghoraburhani – Sagasahi are estimated at 55% Fe cut-off grade and a mass recovery of 85%, for the life of mine of 14 years.

14.Mineral reserves of coal for all Kazakhstan-Karaganda mines are estimated based on a price of $128 per tonne of clean coal, and a minimum coal yield of 25.2% for the

life of mine of 20 years. The ash cut-off grade applied at the Kazakhstanskaya, Lenina, Shakhtinskaya and Tentekskaya mines is 57% Ash with yield of 48.42% at average

and the cut-off grade applied at the Saranskaya, Kuzembaeva, Kostenko and Abayskaya mines is 46% Ash and yield of 36.7% at average. The minimum seam thickness

cut-off used for all mines is 0.70 m.

15.As per S-K 1300, reported mineral reserves as of December 31, 2022 reflect ArcelorMittal's ownership interest at each individual business unit.

The following table summarizes ArcelorMittal’s mineral

resources as of the end of the fiscal year ended December 31,

2022 in the aggregate, and by commodity and country and for

each property containing 10% or more of ArcelorMittal’s

combined measured and indicated mineral resources. Mineral

resource quantities are rounded to million tonnes. The reported

mineral resources reflect ArcelorMittal's ownership interest at

each individual business unit and are reported, exclusive of

mineral reserves, on a wet basis. Mineral resource quantities

are rounded to million tonnes. Iron ore and coal mineral

resources are estimated based on the same long-term price

forecast used for reserves, adjusted based on the applicable

revenue factor and adjusted upwards or downwards for mine

specific factors and further adjusted for grade, logistics and

other modifying factors.

Management report

147


Iron Ore	% of Ownership Interest16	Measured Mineral Resources		Indicated Mineral Resources		Measured & Indicated Mineral Resources		Inferred Mineral Resources
Iron Ore	% of Ownership Interest16	Millions of Tonnes	% Fe 1	Millions of Tonnes	% Fe1	Millions of Tonnes	% Fe1	Millions of Tonnes	% Fe1
Canada		1,538	28.2	1,557	29.2	3,095	28.7	1,609	30.1
AMMC2	85.0	1,538	28.2	1,554	29.1	3,092	28.7	1,512	27.8
Baffinland3	25.2	—	61.5	3	62.3	3	62.2	97	64.5
Mexico		32	28.9	75	29.2	107	29.1	25	32.3
Mexico (Excluding Peña Colorada)4	100.0	14	33.6	50	32.9	64	33.1	25	32.3
Peña Colorada - Mexico5	50.0	18	25.3	25	21.9	43	23.3	—	—
Brazil6	100.0	89	51.0	187	48.0	276	49.0	105	40.4
Bosnia7	51.0	—	41.0	4	30.8	4	31.4	1	31.8
Ukraine		76	33.5	419	34.2	495	34.1	42	52.8
Ukraine Open Pit8	95.1	73	32.5	401	33.3	474	33.2	6	36.7
Ukraine Underground9	95.1	3	56.0	18	55.6	21	55.6	36	55.5
Kazakhstan		674	35.7	53	44.4	727	36.3	9	47.4
Kazakhstan Open Pit10	100.0	666	35.5	38	41.4	704	35.8	2	37.1
Lisakovsk		655	35.3	19	33.6	674	35.3	—	32.3
Kazakhstan Underground11	100.0	8	52.8	15	52.0	23	52.2	7	50.4
South Africa12	100.0	—	—	38	54.4	38	54.4	43	48.0
Liberia13	85.0	—	—	905	38.2	905	38.2	1,046	39.1
India14	60.0	—	—	65	58.4	65	58.4	47	63.5
Total Iron Ore		2,409	31.3	3,303	34.5	5,712	33.2	2,927	34.8

	% of Ownership Interest	Measured Mineral Resources		Indicated Mineral Resources		Measured & Indicated Mineral Resources		Inferred Mineral Resources
Coal	% of Ownership Interest	Millions of Tonnes	% Ash	Millions of Tonnes	% Ash	Millions of Tonnes	% Ash	Millions of Tonnes	% Ash
Kazakhstan - Karaganda15
Saranskaya	100.0	200	26.9	55	27.5	255	27.0	11	26.7
Kuzembaeva	100.0	138	27.0	66	28.0	204	27.3	8	30.0
Kazakhstanskaya	100.0	85	25.8	21	25.3	106	25.7	1	33.1
Lenina	100.0	35	22.3	9	21.4	44	22.1	—	23.4
Shakhtinskaya	100.0	11	21.2	12	23.5	23	22.4	5	26.2
Tentekskaya	100.0	72	21.4	47	22.7	119	21.9	16	23.9
Kostenko	100.0	202	28.3	86	29.8	288	29	9	30
Abayskaya	100.0	62	25.9	35	26.5	97	26	3	28
Total Coal		805	26.3	331	27.0	1,136	26.5	53	27.1

1.Unless stated otherwise, % Fe represents total Fe content for all sites except Peña Colorada where it represents magnetic Fe content only.

2.Mineral resources for AMMC are estimated at a cut-off grade applied for all deposits is 15% Fe with a mass recovery of 34.9%

3.Mineral resources for Baffinland are estimated at the cut-off grade of 55% and a mass recovery of 100%.

4.Mineral resources for Last Truchas are estimated at a cutoff grade of 10% Fe magnetic and Fe recovery of 90%, and mineral resources for San José are reported at a

cutoff grade of 25% Fe and Fe recovery of 75%.

5.Mineral resources for Peña Colorada are estimated at the cut-off grade of 10% Fe magnetic. Fe recovery at the mineral resource average head grade is 90.7%.

6.Mineral resources for Serra Azul are estimated at 40% Fe cut-off grade and a mass recovery of 52.8% for friable material, and 29% Fe cut-off grade and a mass recovery

varying from 33% to 45% for compact material. Mineral resources for Andrade are reported at a cutoff grade of 20% Fe and variable a mass recovery of 70.6% at

average.

Management report

148

7.Mineral resources for ArcelorMittal Prijedor are estimated based on assumptions of a non-marketable material supplied to its integrated steel plant, at 30% Fe cut-off

grade and mass recovery of 75%.

8.Mineral resources for Ukraine Open Pit are estimated at a cut-off grade applied at Novokryvorizke deposit is 12% Fe, and at Valyavkinske deposit 16% Fe.

9.Mineral resources for Ukraine Underground mine are estimated based on assumptions of a non-marketable material supplied to its integrated steel plant, at a cut-off

grade of 48% Fe and a mass recovery of 100%.

10.Mineral resources for Kazakhstan Open Pit mines are estimated based on assumptions of a non-marketable material supplied to its integrated steel plant. Atansor mineral

resources are reported at a 20% Fe cut-off grade and a mass recovery of 53.9%, Kentobe mineral resources are reported at a 20% Fe cut-off grade and a mass recovery

of 86.7%, and Lisakovsk mineral resources are reported at a 30% Fe cut-off grade and a mass recovery of 48.3%.

11.Mineral resources for Atasu are estimated based on assumptions of a non-marketable material supplied to its integrated steel plant, at 40% Fe cut-off grade and a mass

recovery of 60%.

12.Mineral resources for Thabazimbi are estimated at a 40% Fe cut-off grade and metallurgical recovery of 60%.

13.Mt. Tokadeh, Mt. Gangra and Mt. Yuelliton mineral resource are estimated at a cut-off grade of 40% Fe and mass recovery of 58.9% for the oxide and transitional material

and 30% Fe cut-off grade and mass recovery of 44.8% for the fresh material.

14.Mineral resources for Thakurani are estimated at a 45% Fe cut-off grade and a mass recovery of 98%, and for Ghoraburhani – Sagasahi mine are estimated at a 45% Fe

cut-off grade and a mass recovery of 85%.

15.Mineral resources of coal for the Kazakhstan-Karaganda mines are estimated by applying an ash cut-off grade of 40% Ash, a coal seam dip of less than 30°, and a

minimum coal seam thickness of 0.70 m. limited to coal that after the application of modifying factors, could meet the mineral reserves maximum raw ash and a minimum

coal yield of 25.2%.

16.As per S-K 1300, reported mineral resources as of December 31, 2022 reflect ArcelorMittal's ownership interest at each individual business unit.

Cautionary note concerning mineral reserve and mineral

resource estimates: With regards to ArcelorMittal’s reported

resources, investors are cautioned not to assume that any or all

of ArcelorMittal’s mineral deposits that constitute either

‘measured mineral resources’, ‘indicated mineral resources’ or

‘inferred mineral resources’ (estimated in accordance with S-K

1300, which is consistent with the CIM (2014) definitions) will

ever be converted into mineral reserves. There is a reasonable

level of uncertainty as to the existence of ‘inferred mineral

resources’ and their economic and legal feasibility, and it should

not be assumed that any or all of an ‘inferred mineral resource’

will be upgraded to a higher category.

Internal Controls

ArcelorMittal mining and exploration properties employ robust

quality control and quality assurance processes and procedures

to ensure the validity of data utilized in the estimation of mineral

resources and mineral reserves.

ArcelorMittal has developed an Orebody Knowledge and

Management Framework, comprising a comprehensive set of

internal guidelines and management standards that govern the

resource and mining activities conducted at its properties. The

framework and its associated documents describe the systems

and processes to be developed and implemented at

ArcelorMittal properties to effectively manage activities and data

for the estimation and mining of its mineral resources and

reserves. This framework and its associated documents are

compiled and managed by a centralized corporate team of

experienced and qualified technical experts and is reviewed and

updated on a regular basis.

To increase rigor over internal controls and ensure accuracy of

its mineral resource and mineral reserve disclosures, in 2022

ArcelorMittal signed a contract with K2fly Limited to deploy

K2fly’s RCubed Mineral Resource Governance and Model

Manager platforms globally. This will enable enhanced control

over the consolidation of the Company’s mineral resource and

reserves disclosures. The K2fly solutions are intended to ensure

enhanced internal controls with a comprehensive reconciliation

and data validation process.

Databases are compiled and managed by experienced

personnel engaged directly by the operating entities and

business units, following documented procedures. Sample data

derived from activities such as, but not limited to, exploration

drilling and field sampling, is subject to thorough sample security

and integrity protocols, field and laboratory quality assurance

and quality control processes, and data validation procedures.

Field quality control processes and procedures will vary based

on the specific nature of the drilling or sampling program, but will

nominally include the use of duplicate samples, blank control

samples and certified reference materials. Samples processed

and analyzed at internal and external laboratories are subject to

additional laboratory quality control processes including, but not

limited to, duplicate samples and certified reference materials.

Data verification workflows are employed for each program to

ensure the quality and integrity of all data incorporated into the

databases.

Historical data is subject to rigorous verification processes prior

to inclusion in resource estimation databases. These

procedures can include, but are not limited to, external database

validation by independent parties, internal database audits, and

spatial and statistical analyses. Where historical data cannot be

verified to the satisfaction of the relevant qualified person, it is

excluded from the databases used in the estimation processes.

Where applicable, all mineral resource and mineral reserve

estimates are reconciled against mine production data and

operational results. Geological interpretations and estimation

parameters are updated, and modifying factors, cost and price

assumptions validated and adjusted.

Management report

149

There are inherent risks associated with all mineral resource

and mineral reserve estimations see "Introduction—Risk Factors

—Risks associated with ArcelorMittal's Mining Activities".

Operating and financial review

Key factors affecting results of operations

Overview

The steel industry, and the iron ore and coal mining industries,

which provide its principal raw materials, have historically been

highly cyclical. They are significantly affected by general

economic conditions, consumption trends as well as by

worldwide production capacity and fluctuations in international

steel trade and tariffs. This is due to the cyclical nature of the

automotive, construction, machinery and equipment and

transportation industries that are the principal consumers of

steel. A telling example of the industry cyclicality was the sharp

downturn in 2008/2009 after several strong years, which was a

result of the global economic crisis. Similarly, the COVID-19

pandemic caused a sudden and sharp decline in economic

activity and steel consumption on a global scale during 2020 in

the Company's core developed markets, followed in 2021 by a

significant recovery in certain industries, constrained to some

extent by supply chain issues. In 2022, the global economy was

adversely affected by ongoing supply chain issues, high

inflation, consequential tightening of monetary policy and

Russia’s invasion of Ukraine (itself aggravating inflationary

pressures, particularly in the energy sector). All these shocks

weighed on growth in ArcelorMittal’s core developed markets

(EU, U.S.), with a negative impact on steel demand and pricing.

The sharp global recession in 2020 significantly reduced global

demand for steel but the impact on demand was not prolonged,

with output in developed markets rebounding strongly during the

second half of 2020. Steel demand rebounded further during the

first half of 2021 as developed economies reopened after

vaccination progress. As expected, the impact of restrictions on

physical interaction, implemented in various regions at times

through 2021, due to high rates of COVID-19 infections,

predominantly impacted services. However, despite continued

strong consumer demand for goods and robust order levels at

manufacturers, outputs were constrained by supply bottlenecks

in the second half of 2021. The negative impact on

manufacturing output, due to global supply chain issues, was

particularly severe for auto production. Indeed, light vehicle

output in units declined by 18% year-on-year in the U.S. in the

second half of 2021 and was even weaker in the EU, falling by

30% year-on-year. The inability of steel end-users to raise

output due to supply chain issues led to weaker than expected

real steel demand in the Company’s core markets and to steel

inventory increasing through the supply chain. This high level of

inventory began to weigh on pricing during 2022, despite the

temporary support from supply disruption due to the war in

Ukraine. This has been particularly true in the EU where the

increase in energy costs, exacerbated by the fear of the need

for gas rationing, negatively impacted real demand as the

European economy slowed considerably. While the economy

and underlying real demand were stronger in the U.S. during the

first half of 2022, the Federal Reserve has raised interest rates

aggressively to slow growth and dampen heightened inflationary

pressure, and there is a real risk that the U.S. will be pushed

into a recession in 2023, with a significant decline in residential

investment, despite the strong jobs market and healthy balance

sheets of households. The European market also heavily affects

the Company's prospects and while in Europe there are still

significant risks to the economic outlook, economic sentiment

has begun to improve as elevated energy prices and the risk of

energy rationing have subsided. The Company continues to

believe it is unlikely that Russia would embargo all gas exports

to Europe and is confident that Europe can continue to cope

with the restricted Russian flows through the Nord Stream 1

pipeline. However, should Russia embargo flows to Europe and

Chinese re-opening lead to additional demand for LNG in China

during 2023, the need for energy rationing in the winters of 2023

and 2024 could become a concern, which would likely lead to a

renewed surge in gas prices, lower real consumption by

households, and continued weakness in the European

economy, resulting in potentially lower steel deliveries and

weaker steel prices. However, offsetting these negative trends,

steel consumption is expected to continue to be supported in the

U.S. by the American Jobs Plan (“AJP”) and the Inflation

Reduction Act (“IRA”) and in the EU by the Next Generation EU

(“NGEU”) stimuli plans over the next few years.

Despite the Company’s sales and profitability being significantly

affected in developing markets in 2020, similar to developed

markets, vaccination and strong past fiscal stimulus supported a

significant recovery in underlying steel demand. Demand in

some markets, such as Brazil and Turkey, rebounded strongly

during the first half of 2021, to well above pre-pandemic levels,

before reverting back to trend during the second half of 2021. As

a result of above trend economic and steel demand growth in

2021, many economies suffered from high inflation, which

began to impact consumer spending in 2022. In Brazil, interest

rates were raised sharply through 2022 to a peak of 13.75%, to

combat high inflation, and steel demand declined over 10%

year-on-year in 2022 as real demand weakened and as steel

users reduced excessive inventory levels. While many emerging

markets are better placed to deal with crises than in the past,

economic risks remain high in 2023 for many including

sovereign debt sustainability in Brazil and external foreign

currency debt risk in Turkey. This is especially true against a

backdrop of tightening external financing conditions, concerns

about global growth and weaker investor sentiment.

Management report

150

Historically, demand dynamics in China have also substantially

affected the global steel business, mainly due to significant

changes in net steel exports. Despite the COVID-19 pandemic

Chinese steel demand surprised markets with an increase in

2020, growing around 9% year-on-year. However, policy support

was quickly withdrawn, and steel demand weakened sharply in

2021, declining year-on-year in the second half of the 2021.

While the combination of high vaccination and booster rates and

lower severity of COVID-19 variants led to an ending of

restrictions in most countries during 2022, China was a major

exception. Lower vaccination rates, especially among the

elderly, a less developed health service and strict adherence to

a dynamic zero-Covid policy resulted in significant lockdowns in

many cities, with Shanghai suffering a two-month citywide

lockdown in April and May 2022. This not only impacted internal

supply chains but also exacerbated the downturn in the real

estate market, with housing sales and new housing starts down

26% and 45% year-on-year, respectively, in the second half of

2022. This sharp reduction in underlying real demand, coupled

by a smaller reduction in steel production, led a push for more

exports, causing Chinese net finished flat steel exports to rise

sharply in May 2022 to 5.1 million tonnes, up from an average of

2.5 million tonnes during January to April 2022. However, a

weakening of global steel demand, led to net Chinese steel

exports falling back to 3 million tonnes per month during the

second half of 2022. The reopening of China, with the end of the

zero-Covid policy at the end of 2022, and the potential cyclical

recovery of the real estate market expected toward the end of

2023, together with increased infrastructure stimulus, may lead

to a temporary rebound in steel demand into 2024. However, the

Company continues to expect Chinese steel demand to decline

in the medium-term, as infrastructure spending has been front-

loaded and real estate demand is expected to weaken

structurally due to lower levels of rural-urban migration. If the

expected decline in demand does not coincide with renewed

capacity closures, this would have a negative impact on global

steel prices and spreads. However, China has recently removed

the rebate on steel exports lessening the incentive to export and

slightly reducing the impact of Chinese domestic spreads on

world ex-China pricing. As real estate accounts for

approximately 25% of the Chinese GDP (including indirect

linkages to sectors such as steel, cement, glass, and metal

products production), the weakness of the real estate sector has

led the government to implement measures to soften the decline

in real estate and stabilize GDP growth. However, the risk of a

more serious decline remains, as seen in the U.S. (2006 to

2009) and Spain (2007 to 2010) where residential investment

declined by around 50% peak to trough. Such a decline would

have a significant negative impact on the Chinese economy and

steel consumption, and likely lead to rising steel exports from

China. See “Introduction—Risk Factors—Risks related to the

global economy and the mining and steel industry—Excess

capacity and oversupply in the steel industry and in the iron ore

mining industry have in the past and may continue in the future

to weigh on the profitability of steel producers, including

ArcelorMittal".

Unlike many commodities, steel is not completely fungible due

to wide differences in its shape, chemical composition, quality,

specifications and application, all of which affect sales prices.

Accordingly, there is still limited exchange trading and uniform

pricing of steel, whereas there is increased trading of steel raw

materials, particularly iron ore. Commodity spot prices can vary,

which causes sales prices from exports to fluctuate as a function

of the worldwide balance of supply and demand at the time

sales are made.

ArcelorMittal’s sales are made based on shorter-term purchase

orders as well as some longer-term contracts to certain

industrial customers, particularly in the automotive industry.

Steel price surcharges are often implemented on steel sold

pursuant to long-term contracts to recover increases in input

costs. However, longer term contracts with low steel prices will

not reflect increases in spot steel prices that occur after contract

negotiation. Spot market steel, iron ore and coal prices and

short-term contracts are more driven by market conditions.

One of the principal factors affecting the Company’s operating

profitability is the relationship between raw material prices and

steel selling prices. Profitability depends in part on the extent to

which steel selling prices exceed raw material prices, and

specifically the extent to which changes in raw material prices

are passed through to customers in steel selling prices.

Complicating factors include the extent of the time lag between

(a) the raw material price change and the steel selling price

change and (b) the date of the raw material purchase and of the

actual sale of the steel product in which the raw material was

used (average cost basis). In recent periods, steel selling prices

have not always been correlated with changes in raw material

prices, although steel selling prices may also be impacted

quickly due in part to the tendency of distributors to increase

purchases of steel products early in a rising cycle of raw

material prices and to hold back from purchasing as raw

material prices decline. With respect to (b), as average cost

basis is used to determine the cost of the raw materials

incorporated, inventories must first be worked through before a

decrease in raw material prices translates into decreased

operating costs. In some of ArcelorMittal’s segments, in

particular Europe and NAFTA, there are several months

between raw material purchases and sales of steel products

incorporating those materials. Although this lag has been

reduced in recent years by changes to the timing of pricing

adjustments in iron ore contracts, it cannot be eliminated and

exposes these segments’ margins to changes in steel selling

prices in the interim (known as a “price-cost squeeze”). This lag

can result in inventory write-downs, as occurred in 2015, 2019

and the third quarter of 2022 due to sharp declines in steel

Management report

151

prices. In addition, decreases in steel prices may outstrip

decreases in raw material costs in absolute terms, as has

occurred numerous times over the past few years, for example

throughout 2019 as well as the fourth quarters of 2015, 2016

and 2018. In the fourth quarter of 2020 and through the first half

of 2021, global steel prices surged toward historical highs in

many markets, due in part to increased demand and a slower

increase in supply, resulting in increased steel spreads and

higher profitability. During the second half of 2021, despite

strong underlying demand, a lack of inputs (e.g. semi-

conductors) caused real steel demand to stagnate while steel

supply continued to increase. This led steel prices to decline,

faster than any decline in raw material costs leading to spread

compression. During the first half of 2022, this was partially

offset by an increase in the average price of annual automotive

contracts and temporary steel price support due to disruption to

supply from the war in Ukraine. However, the decline in spot

steel prices during the second quarter of 2022 mainly impacted

the third quarter results due to the significant lag between

transactions and deliveries, especially for flat products.

Furthermore, steel spreads, especially in Europe were

compressed by elevated energy prices, particularly gas, and

destocking at stockists and end-users through the second half of

2022, adversely impacting the companies’ deliveries and

profitability. Steel prices declined faster than raw material prices

in both the third and fourth quarters of 2022, with significant

compression of spreads. However, the fourth quarter of 2022

was the peak of the destocking cycle and whilst risks to the

economic outlook remain, apparent demand is improving from

the lows of the fourth quarter of 2022.

The Company’s operating profitability has been particularly

sensitive to fluctuations in raw material prices. Volatility on steel

margins aside, the results of the Company’s Mining segment

(which sells externally as well as internally) are directly impacted

by iron ore prices. Robust recovery of steel demand and

production following the initial shocks of the COVID-19

pandemic continued in the first quarter of 2021 with iron ore

prices rising further to an average of $167/t. In the second

quarter of 2021, the seaborne iron ore price jumped to over

$200/t as rising steel production in China coincided with tight

supply, significantly increasing the profitability of ArcelorMittal’s

mining operations. Since mid-2021, iron ore prices have fallen

back to an average of $111/t in the fourth quarter of 2021 as

Chinese crude steel production declined. Iron ore prices then

rebounded during early 2022 on supply disruption, with prices

rising to over $150/t in March/April before falling back to an

average of $101/t in the second half of 2022 and a low of $81/t

as Chinese production was cut in response to low domestic real

demand and rising inventory levels. Although iron ore prices

have since rebounded to over $120/t, a renewed fall of iron ore

prices, which may occur, for example, if Chinese demand

weakens sharply, would negatively impact ArcelorMittal’s

revenues and profitability. See “Introduction—Risk factors—

Risks related to the global economy and the mining and steel

industry—Prolonged low steel and (to a lesser extent) iron ore

prices and/or low steel demand would have an adverse effect on

ArcelorMittal’s results of operations.”

Economic environment

Following a strong rebound in economic activity in 2021 when

global GDP recovered back to pre-pandemic levels as most

major economies removed COVID-19 pandemic restrictions,

with the notable exception of China, the global economy

experienced several major negative shocks in 2022, causing

global GDP growth to slow to 3% from 6% in 2021. These

shocks include the Russian invasion of Ukraine in February

2022, a persistent and broad-base inflationary pressure,

particularly in developed economies, and a slowdown in China

economic activities due to disruptions from waves of COVID-19

infection. Beyond the damaging impact on lives and livelihoods,

the war in Ukraine has led to a severe energy crisis in Europe

as Russia cut back gas supply in retaliation of Western

countries’ economic sanctions. More broadly, the conflict has

also pushed up fertilizer and food prices globally,

disproportionately impacting developing countries. Meanwhile,

inflation in developed markets remained relatively persistent, not

transitory as central banks had earlier hoped. Despite gradual

easing of supply bottlenecks throughout 2022, leading to lower

goods prices inflation, this has been replaced by rising prices of

services. Tightness in labor markets due to strong demand for

labor as economies rebounded post COVID-19, led to a rise in

wages and increasing inflationary wage-price pressure. The

rising global inflationary pressure triggered a rapid and

synchronized tightening of monetary conditions, that began to

weigh on demand towards the end of 2022. Finally, China’s

frequent lockdowns under its zero-COVID policy severely

impacted economic activity, especially in the second and fourth

quarters of 2022. In addition to disruptions and damaged

confidence, the lockdowns exacerbated the downturn in China’s

real estate sector, representing approximately 25% of GDP. As a

result, GDP growth slowed sharply to 3% in 2022 (from 8.1% in

2021), with actual GDP growth likely to be weaker than officially

reported.

After strong growth of 6% in 2021, GDP growth in the U.S.

slowed sharply to approximately 2% in 2022 as activity was

dampened by high inflation and erosion of real incomes

curtailing household consumption. With the U.S. being a net

exporter of energy (both Oil and LNG), there was limited impact

of the war in Ukraine on U.S. economic activity and inflation, as

energy prices, especially gas, did not spike as high as in

Europe. Instead, strong consumer demand was the main driver

of inflationary pressure in the U.S. While inflation was initially

driven by higher prices of goods as a result of production unable

to meet strong demand due to supply bottlenecks (e.g.

Management report

152

semiconductor shortages curtailing automotive production) in

2021, these constraints gradually eased throughout 2022. With

most COVID-19 restrictions ending during 2021, consumption

patterns shifted from goods to services during 2022, leading to

improved inventory of goods, driving down goods prices, while

service prices were pushed higher. Strong consumer demand

also increased demand for labor, leading to a historic tightness

in the labor market and exerted wage-price inflationary

pressure. These factors pushed inflation to a 40-year high, with

the CPI peaking at 9.1% year-on-year in June 2022, before

price pressures began gradually easing toward the end of 2022

and the CPI falling to 6.5% in December. While monetary policy

was slow to react to the onset of inflationary pressures during

2021, the Federal Reserve ("Fed") tightened monetary policy

aggressively throughout 2022, pushing interest rates to

4.25-4.5% by year-end, from 0-0.25% at the start of the 2022.

GDP weakened in the first half of the 2022 mainly due to a

worsening of the trade of goods deficit. During the second half

of 2022, the lagged impact of tightening credit conditions led to

weaker domestic demand, particularly in residential investment,

as high mortgage rates dampened housing demand.

Europe was on its way to exiting the pandemic at the end of

2021, with a policy mix that supported a shift from public to

private sector-led growth, while rising inflation was expected to

subside as commodity prices and supply chain disruptions

would ease. However, Russia’s war in Ukraine and its fallout

changed this picture completely, particularly its impact on

energy prices and inflation. Indeed, EU27 GDP growth in the

first half of the 2022 was reasonably strong at approximately 5%

year-on-year, supported by a rebound of contact-intensive

services, including tourism-related sectors, whose recovery in

Europe had lagged that of goods-producing sectors throughout

most of 2021. However, following the Russian invasion in

Ukraine, Russia (the EU’s largest energy supplier in 2021)

restricted energy supplies to Europe in retaliation for economic

sanctions. Natural gas imports from Russia fell to around 25% of

the average levels seen between 2016 to 2020 by the end of

July 2022, and to approximately 15% by the end of 2022. As a

result, domestic gas prices in the EU skyrocketed, with Dutch

TTF prices rising to $60/MMBtu on average in the third quarter

of 2022, significantly above average pre-war levels

(approximately $6/$7). While prices softened towards the end of

2022 and have fallen sharply during early 2023, Dutch TTF still

averaged $40/MMBtu in 2022. High energy prices have been

the major driver of inflation in the EU, causing the CPI to peak at

11.5% year-on-year in October 2022, from 2.9% in 2021.

Record high electricity and natural gas prices represented a

large negative shock for the vast majority of households, even in

countries that do not rely much on imported gas and oil. Private

consumption is estimated to have declined during the second

half of 2022, due to increasing cost of living and weak consumer

confidence. High energy prices also represented a major supply

shock for firms, especially energy-intensive sectors such as

chemicals and pharmaceuticals. Many European firms have

already curtailed or plan to cut production in sectors such as

fertilizers, glass, steel, and aluminum manufacturing. The ECB

has also raised interest rates to combat inflation, though much

less aggressively than the U.S. Fed, with interest rates rising to

2.5% by the end of 2022, from 0% at the beginning of the year.

Therefore, higher energy prices, tighter financial conditions, and

softer global growth, negatively impacted growth during the

second half of 2022, causing EU27 GDP growth to slow to 3.4%

in 2022 from 5.3% in 2021.

The Chinese economy fared relatively well in both 2020 and

2021, having been hit early by the COVID-19 pandemic but

avoiding much of the later negative impacts that plagued other

countries. However, economic activity in China deteriorated

markedly in 2022 due to COVID-19 related restrictions, which

weakened confidence and exacerbated the ongoing stress in

the real estate sector, leading to lower consumption, production,

and residential investment. An initial COVID-19 infection wave in

early 2022 led the government to tighten social restrictions

following a zero-COVID policy, with a citywide lockdown in

Shanghai in April and May 2022 causing a significant negative

impact on growth. China’s property downturn had already

started during late 2021, as a result of more stringent

regulations on developers (the so-called three red lines related

to financial leverage, with caps on bank lending). The lockdown

in Shanghai and the central government’s insistence on zero-

COVID policies, triggered a crisis of confidence, causing a sharp

decline in real estate sales and new starts, and further decline in

house prices. Indeed, during 2022, sales of residential property

across China dropped by nearly 25% compared with 2021, while

new residential housing starts were down by 40% year-on-year.

Infrastructure-focused fiscal support, policy rate and reserve

requirement ratio cuts, and regulatory easing measures—

including cash subsidies and lower down payment requirements

—have only partially offset these headwinds. As a result, China

official GDP has slowed to 3% in 2022 after strong growth of

8.1% in 2021, though real activity is estimated to be even

weaker than officially reported GDP data.

In Brazil, while economic activity accelerated in the first half of

2022, growth began to slow quarter-on-quarter, during the

second half of 2022, with annual GDP growth estimated at 3%

in 2022 (from 5.3% in 2021). Meanwhile, inflation is falling fast,

with headline CPI declining from a peak of 12.1% in April 2022

to 5.8% in December 2022, because of lower taxes on energy

and telecom bills and the decline in oil prices (from its peak in

the second quarter of 2022), which have allowed for a reduction

in fuel prices. The recent new government under President Lula

has no intention of providing a much-needed continuation of

policies such as the spending cap and the autonomy of state-

owned companies and banks. Higher fiscal spending is

Management report

153

expected to lead to increased public debt as proportion of GDP

(currently approximately 74%) to rise over medium-term and

increase the risk of unsustainable public finances, constraining

growth.

In Turkey, real GDP grew by 7.6% year-on-year in the first half

of 2022. Buoyant private consumption has been driven by

favorable labor market developments, with labor force

participation returning to pre-pandemic levels. Exporters have

been able to exploit opportunities from disruptions of Asian

supply chains, and tourism fully recovered in 2022. However,

growth weakened during the second half of 2022, with GDP

growth of only 3% year-on-year as investment activity has been

subdued and macroeconomic imbalances have risen. The

current account deficit has widened due to increased energy

imports, and consumer price inflation averaged 72% in 2022 as

Lira depreciated and raised import prices.

In Russia, despite heavy sanctions and Western businesses

closing operations, the economy performed better-than-

expected, with GDP estimated to contract by only approximately

3% in 2022. While sanctions have gravely damaged parts of

Russia’s industrial base, such as automotive, which relies on

foreign inputs, other industries, particularly military-related, were

supported. Construction and investment also continue to grow,

with private investments were gradually being replaced by state

investments, especially military ones. In addition, there were few

restrictions on the sale of hydrocarbons through much of 2022,

meaning high energy prices helped increase export revenues

and boost Russia’s current account surplus to approximately

$227 billion, double the surplus in 2021. This foreign currency

has helped finance imports. Despite many Western firms having

stopped selling their goods and services to Russia, companies

in other parts of the world have stepped up to fill the gap (e.g.

China) and Russian imports have largely recovered following

after the sharp drop in the months following the invasion.

Prior to Russia’s invasion of Ukraine and China’s zero-COVID

lockdowns, global manufacturing output was recovering as

supply constraints impacting 2021 output were gradually easing.

However, these shocks caused manufacturing output to fall in

the second quarter of 2022, before recovering slightly in the

third quarter of 2022 and then weakening toward the end of the

year as economic growth in developed markets waned. In

China, the pattern was similar, after an initial fall during major

lockdowns in the second quarter of 2022, manufacturing output

rebounded quickly only to fall again toward the end of 2022

when output was impacted first by continued zero-COVID

restrictions and then as infections took off, output fell due to

absenteeism. However, industrial sectors coped relatively well

with COVID-19 restrictions during the year, better than contact-

intensive services sectors, where social restrictions had a more

negative impact. In world ex-China, despite the easing of supply

side constraints, higher energy prices increased input cost for

business. Meanwhile, high inflation and subsequent monetary

policy tightening, particularly outside Asia Pacific, led to weaker

consumer demand for goods. As a result, manufacturing output

in developed markets grew by less than 2% year-on-year in

2022, whereas developing ex-China output increased by

approximately 4% year-on-year. High energy prices particularly

impacted EU energy intensive industrial sectors, leading to

weaker growth in manufacturing output relative to the U.S.

Following a slight decline in 2020 – the first decline since 2015,

global apparent steel consumption (“ASC”) increased by over

3% in 2021, as the global economy rebounded post COVID-19

pandemic. However, high production in response to strong real

demand led to high levels of steel inventories by the end of

2021. However, a weakening of real demand for steel was seen

in 2022, particularly in developed markets and in China, which

was compounded by a turning of the inventory cycle to

destocking, especially during the second half of 2022. As a

result, global ASC is estimated to have declined by just over 2%

year-on-year in 2022. In China, due to persistent weakness in

real estate sectors since the second quarter lockdowns, led to

weak home sales and put further financial constraints on

property developers, ASC is estimated to have declined by 3%.

Meanwhile, ex-China ASC is also estimated to have declined

slightly by 1.5% year-on-year, with developed markets declining

by around 5%, much more severely than the small decline in

developing-ex China. Indeed, in EU27 where the impact of the

energy crisis was most severe, the decline in real demand

combined with destocking, led ASC to decline by 7% year-on-

year. In the U.S., demand held up better, as ASC only fell by

2.5% year-on-year, partly because higher energy prices led to

more oil and gas rigs and pipe and tube demand helped offset

the decline in flat steel products. In developing markets, the

largest contributor to the decline in steel demand was from the

CIS region caused by the Russian invasion of Ukraine. ASC in

Russia is estimated to have stagnated as higher steel demand

for pipe and tube offset the negative impact of sanctions on

industry, especially automotive. However, Ukraine saw ASC

halve in 2022, as the economy saw a significant negative impact

of the invasion. Elsewhere, ASC also declined in Brazil (11%

year-on-year) as well as Turkey (3% year-on-year), where

demand moderated from elevated levels of 2021. In Africa and

the Middle East, ASC grew in 2022 but the major country to

grow last year was India where ASC is estimated to have

increased by over 9% year-on-year.

Source: GDP and industrial production data and estimates sourced from Oxford

Economics January 24, 2023. ASC data for U.S. from American Iron and Steel

Institute (AISI) to November 2022, estimates for December 2022. ASC data for

Brazil from Brazilian Steel Institute to November 2022, estimates for December

2022. ASC data for EU27 from Eurofer to October 2022, estimates for November

and December 2022. ASC data for India from JPC to December 2022. All

estimates are internal ArcelorMittal estimates.

Management report

154

Steel production

After world steel production stagnated in 2020 at 1.86 billion

tonnes due to the global COVID-19 pandemic, production

increased strongly by 4% year-on-year to 1.93 billion tonnes in

2021 as the global economy and steel demand recovered post-

reopening. However, demand for steel was negatively impacted

in 2022 as a result of several global shocks, such as zero-

COVID lockdowns impacting China, high energy costs

especially in Europe, and high inflation, which led to

synchronized monetary tightening across developed economies.

These shocks negatively impacted real steel demand, together

with elevated prices in the second quarter of 2022, pushed end-

users and stockists to destock, causing apparent demand to

decline more sharply than real demand. As a result, world steel

production declined by approximately 4.3% to around 1.85

billion tonnes in 2022. In China, with weakened domestic

demand due to Covid lockdowns and real estate sector

weakness, coupled with resilient ex-China steel prices, Chinese

steel production was supported by rising exports, declining by

only 2% in 2022. This decline in output was less significant than

outside of China, where production declined by more than 6.5%

year-on-year. Demand in developed markets was hit

disproportionately, impacted by high inflation, energy costs and

interest rates, with steel production declining by around 8%

year-on-year in 2022. In comparison, Developing ex-China steel

production was less significantly impacted, declining by around

5% year-on-year, with most of the decline from Russia and

Ukraine. The decline was more significant in the EU (11% year-

on-year) than in the U.S. (6% year-on-year), as the higher

energy costs impacted the European producers much more than

in the U.S. As a result, China’s share of global steel production

increased to 54.5% (2021: 53.3%), followed by India who

witnessed their share of global output rise to 6.7%, from 6.1% in

2021. Other regions mostly saw their share decline slightly,

including East Asia (9.5% from 9.8% in 2021), EU28 (7.7% from

8.3%), NAFTA (6% from 6.1%) and Commonwealth of

Independent States (“CIS”) to 4.6% from 5.5%, mainly due to a

sharp decline in Ukrainian production.

Outside of China, despite high steel inventories at the start of

the year, resilient demand offered some support to production

during the first half of the 2022, with steel production declining

by just over 3% year-on-year. However, the decline intensified

during the second half of the year (approximately 10% year-on-

year), when weakening real demand lead to strong destocking.

In Europe, high energy costs, due to disruption of gas supplies

from Russia, exacerbated the situation and led to steel

producers, especially EAF producers cutting production. As a

result, steel production in EU27 and UK combined, declined by

almost 11% year-on-year or 17 million tonnes in 2022. In North

America where production was down by over 5% year-on-year

to 111 million tonnes (2021: 117 million tonnes), production fell

the most in the U.S. by approximately 6% down to 81 million

tonnes (2021: 86 million tonnes), followed by a 6% decline in

Canada to 12 million tonnes (2021: 12.8 million tonnes) while

production in Mexico was broadly stable at approximately 18

million tonnes. In Developed Asia, production also declined 7%

year-on-year to 176 million tonnes (2021: 190 million tonnes),

with Japan down to 89 million tonnes (2021: 96 million tonnes)

and South Korea down to 66 million tonnes (2021: 71 million

tonnes). In developing markets, the largest decline in steel

production was in the CIS due to the Russia invasion of Ukraine,

where production fell by 6% year-on-year in Russia, while

production in Ukraine slumped to only 30% of the production

levels prior to the war, according to data from World Steel

Association. Elsewhere, other major developing economies

have also seen production in 2022 falling year-on-year due to

both weak real demand and destocking (ASEAN: -7.2%, South

America: -5%, and Turkey: -13%), the main exceptions where

steel production increased year-on-year are India, where

production rose by almost 6% to 125 million tonnes (2021: 118

million tonnes), and the Middle East (+7% up to 44 million

tonnes) as the region benefited from higher oil prices.

Source: Steel production data are compiled using World Steel data for 61 countries

for which monthly data is available (which together account for 97% of World

production). 61 Countries Include: Austria, Belgium, Finland, France, Germany,

Greece, Italy, Luxembourg, Netherlands, Spain, Sweden, United Kingdom, Turkey,

Norway, Canada, Mexico, United States, Argentina, Brazil, Chile, Colombia,

Ecuador, Peru, Venezuela, Egypt, South Africa, Libya, Kazakhstan, Russia,

Ukraine, Iran, Saudi Arabia, United Arab Emirates, Japan, South Korea, Taiwan,

China, India, Pakistan, Thailand, Vietnam, Australia and New Zealand. Production

data is available for till December 2022, with some World Steel estimates for

missing data

Trade and import competition

Europe

There has been a trend of imports growing more strongly than

domestic demand in the European Union (“EU”) since 2012.

ASC increased approximately 13% between 2012 and 2019,

while finished steel imports increased by approximately 70%,

taking market share from domestic producers. Over this period

total finished imports have risen from almost 14 million tonnes in

2012 to over 23 million tonnes in 2019, causing import

penetration to rise to 17% in 2019 from 11% in 2012.

While import penetration fell slightly to 16% in 2020 as the

COVID-19 pandemic led to a sharp decline in both ASC (-11%

year-on-year) and imports (-15% year-on-year), in 2021, the

strong rebound in ASC (+16% year-on-year) coupled with

supply side constraints that led to elevated steel prices,

attracted a 35% increase in steel imports. This led to import

penetration increasing to 19% in 2021.

During the first half of 2022, steel imports rose by around 18%

year-on-year, mainly due to a significant increase in imported

steel during the first quarter (39% year-on-year). Whereas

import growth was much weaker during the second quarter (3%

year-on-year), as imports of steel from Russia and Ukraine fell

Management report

155

due to the war in Ukraine and the EU’s ban of Russian imports

of finished steel. The war in Ukraine has led to a spike in energy

prices, particularly for European domestic natural gas prices due

to its large exposure to Russian supply. As a result, energy price

inflation pushed European inflation higher, eroding household’s

real incomes and slowing GDP growth. Real demand for steel

declined, which coupled with a sharp destocking, led to lower

ASC in the second half of 2022. Weaker demand caused steel

imports to decline by approximately 15% year-on-year in the

second half of 2022. As a result, steel imports in 2022 are

broadly flat, remaining at similar levels as in 2021. However,

with ASC declining, import penetration rose to approximately

20% in 2022, up from 19% in 2021

Traditionally, imports into EU27 (Europe excluding UK and EU)

have come from the Commonwealth of Independent States

(“CIS”), China, Turkey, Developed Asia and the UK, with these

regions accounting for approximately 75% of imports between

2015 and 2020. While CIS had the largest share of EU imports,

accounting for approximately 25% of imports in 2020 and 2021,

the war in Ukraine and the EU’s subsequent sanctions on the

Russian economy, caused imports from the CIS to halve in

2022, reducing CIS’s imports share to only 11%. Lower CIS

imports were offset by high growth in imports from both

Developed Asia (26% year-on-year) and China (19% year-on-

year), leading to import share increasing to 20% from

Developed Asia (2021: 14% share) and to 9% from China (2021:

5% share). Import share increased from ASEAN, albeit to a

lesser extent, rising to 8% (2021: 6%). Outside Asia Pacific, the

import share of other major regions remained broadly stable at

levels similar to 2021 (Turkey: 17% share – India: 10% share –

NAFTA: 8% share – UK: 6% share – Africa: 6% share).

See “Business overview—Government regulations—Foreign

trade” and “Introduction—Risk factors—Risks related to the

global economy and the mining and steel industry—Unfair trade

practices, import tariffs and/or barriers to free trade could

negatively affect steel prices and ArcelorMittal’s results of

operations in various markets.”

Source: Eurostat imports to October 2022, internal company estimate for

November and December 2022. ASC data from Eurofer to October 2022, internal

company estimates for November and December 2022. All historical data now

refers to EU27 after UK left the European Union.

United States

Finished steel imports peaked in 2014 at almost 30 million

tonnes with an import share of 28%, before declining to

approximately 18 million tonnes in 2019 (or an import

penetration of 19%), helped by the implementation of Section

232 in 2018, adding a 25% tariff on most imports from outside

United States-Mexico-Canada Agreement ("USMCA"). While

imports fell sharply to 14.1 million tonnes in 2020 (or import

penetration of 18%) due to COVID-19 pandemic, the strong

recovery in economic activity and real steel demand led to

imports rising to 19.9 million tonnes (or an import penetration of

21%) in 2021.

Steel imports continued to increase strongly during 2022,

particularly during the first half of the year, where imports rose

by approximately 33% year-on-year, much stronger than the

increase in steel demand. This led to import penetration to

increase to 24% during the first half of 2022. During the second

half of 2022, real demand for steel began to be impacted by

high inflation eroding real incomes and the lagged impact of

aggressive monetary tightening. Lower real steel demand and

significant destocking during the second half of 2022, led to both

steel imports and ASC declining significantly by 9% and 10%

year-on-year respectively. This meant import penetration rose to

23% in 2022.

Traditionally, only around one-third of U.S. finished steel imports

came from within USMCA, but since 2019 imports from Canada

and Mexico have increased their share, mainly at the expense

of Europe. However, in 2022, a large proportion of the increase

in imports into the U.S. came mainly from EU27, after section

232 tariffs were removed, with import share increasing to 14% in

2022, from 11% in 2021. ASEAN also increased import share to

6%, from 5% in 2021. While import share from USMCA –

Canada and Mexico – declined to approximately 40% from 45%

in 2021, the share of imports from other regions remained

broadly stable, such as Developed Asia (20%), Turkey (4%),

China (2%) and CIS (1%)

Source: American Iron and Steel Association total/regional imports data and ASC

data to November 2022, internal Company estimate for December 2022.

China

Chinese finished steel exports increased to 66.9 million tonnes

in 2021 due to a strong recovery in world ex-China steel

demand, up 24% year-on-year from 53.7 million tonnes in 2020,

which had been the lowest annual total since 2011. In 2022,

finished steel exports rose by 0.8% year-on-year to 67.4 million

tonnes. While finished steel exports were down 28% year-on-

year at only 4.5 million tonnes per month over the first four

months of 2022, major lockdowns in China (e.g. Shanghai in

April and May) and weakening domestic steel demand, saw

finished steel exports rise sharply to an average of

approximately 6 million tonnes during the remainder of 2022

(+19% year-on-year). While most Chinese exports are delivered

to regions which are not core to the Company’s business due to

the protection of trade measures, the share of Chinese exports

to EU28 and North America rose from 8% in 2021 to 10% in

2022. In contrast, share of Chinese exports to ASEAN has

remained relatively stable at approximately 30%, as well as to

Developed Asia, which received a 15% share. In 2021, the

share of Chinese exports destined for Latin America, almost

doubled to 10 million tonnes or 15% of Chinese finished exports,

but with Latin American steel demand declining strongly (9%

Management report

156

year-on-year), exports from China declined to 6.7 million tonnes

in 2022, or 10% share of Chinese exports.

See “Business overview—Government regulations—Foreign

trade” and “Introduction—Risk factors—Risks related to the

global economy and the mining and steel industry—Unfair trade

practices, import tariffs and/or barriers to free trade could

negatively affect steel prices and ArcelorMittal’s results of

operations in various markets.”

Source: General Administration of Customs of the People's Republic of China.

Steel prices

Flat products

Fueled by a positive market outlook and the absence of

attractive imports, especially in Northern Europe, HRC spot

prices improved until the end of February 2020, reaching €485/t

in Northern Europe and €456/t in Southern Europe (+€47/t and

+€23/t vs. beginning of January, respectively). However, with the

COVID-19 outbreak becoming a pandemic and industries

starting their preparation for shutdown, prices began softening,

decreasing to €473/t in Northern Europe and €443/t in Southern

Europe by the end of March 2020.

During the second quarter of 2020, steel prices in Europe

significantly declined due to uncertainties around the pandemic

crisis, decreased demand, a focus on inventory depletion and

high premium over imports. HRC prices dropped at the

beginning of June to €396/t in Northern Europe (-€89/t vs. Feb

2020) and €390/t in Southern Europe (-€66/t vs. Feb 2020). As

lockdown measures eased, steel prices partially rebounded

across all European markets toward the end of June 2020.

In the first half of 2020, HRC prices averaged €449/t in Northern

Europe and €431/t in Southern Europe.

During the third quarter of 2020, steel activity, especially in

Northern Europe, gradually picked up, demand from all sectors

strengthened, inventories quickly declined, while imports in

South Europe remained limited and not competitive. In addition,

customers anticipated a supply deficit for the first quarter of

2021. This, coupled with the strong increase in raw material

cost, supported a rebound in flat steel product prices in Europe

by the end of 2020, to a 12-year high.

The HRC spot price increased by €100/t during the third quarter

of 2020 in Northern Europe, and a further €166/t during the

fourth quarter of 2020 (from €399/t on July 1, 2020 to €499/t on

October 1, 2020 and then to €665/t on December 31, 2020).

Similar increases in Southern Europe of €106/t and €170/t, in

the third and fourth quarter, respectively (from €381/t on July 1,

2020 to €487/t on October 1, 2020 and then to €657/t on

December 31, 2020), with the strongest day-on-day increases

seen during August and December.

In the second half of 2020, HRC prices averaged €494/t in

Northern Europe and €482/t in Southern Europe, an increase of

€45/t and €51/t above the level in the first half of 2020.

The price rally, which started in the second half of 2020,

continued through the first half of 2021. In the first quarter of

2021, European HRC references stood at an average of €739/t

in Northern Europe and €727/t in Southern Europe.

Economic recovery on the European continent was robust

following the peak of the second wave of COVID-19, at the end

of 2020. Demand for steel rebounded more strongly than

anticipated and at a more rapid pace than domestic steel supply.

This resulted in extended lead times at mills, while lower

deliveries to customers led to the depletion of end-users’ steel

inventories to historically low levels. The domestic supply-

demand tightness was further worsened by limited import offers

into Europe, due to the EU safeguard measures. At the same

time, global demand and pricing (excl. Europe) was also strong,

creating similar pressure in most markets. Hence, import lead

times and prices were not competitive enough to alleviate the

domestic situation in Europe (worsened by increasing freight

rates and strengthening raw material prices). This drove

domestic HRC pricing to record high levels up to July 2021.

During the second quarter of 2021, prices averaged at €1060/t

in Northern Europe and €1,046/t in Southern Europe. The first

half of 2021 registered record high prices for both Northern and

Southern European HRC references, respectively at €900/t and

€887/t, which indicated upsurges of €406/t and €405/t versus

the second half of 2020, and increases of €451/t and €456/t,

respectively, versus the first half of 2020. Overall, European

HRC prices doubled during the second half of 2021.

The strong upward price movement recorded over the prior 12

months (since mid-2020) started reversing in the second half of

2021. In July 2021, HRC reference in Northern Europe was at

€1,173/t, its peak for the year, while the HRC reference in

Southern Europe was at €1,091/t (having its peak at €1,135/t, in

June 2021). Despite the start of a declining trend, the average

for the third quarter of 2021 was still at a higher level versus the

previous quarter; namely, HRC reference in Northern Europe

averaged €1,141/t and in Southern Europe €1,051/t, being

respectively €81/t and €5/t higher over the second quarter of

2021. In the fourth quarter of 2021, the HRC reference in

Northern Europe and Southern Europe moved further down to

€988/t and €897/t, respectively, confirming a quarter on quarter

decline of over €150/t in each of the two regions.

This price retreat was determined, among others, by surging

imports into the European Union. Particularly, the fourth quarter

of 2021 started with the European HRC safeguard quota being

exhausted immediately by one of its core importers – India.

Further downward pressure on steel prices came from the

Management report

157

automotive sector’s weakening demand, in light of the continued

global shortage of microchips.

In the second half of 2021, HRC prices averaged €1,065/t in

Northern Europe and €974/t in Southern Europe, respectively

€571/t and €492/t higher than the second half of 2020.

After the continuous month on month price decline from late

2021, the downward spiral reached its bottom in January 2022

(at €927/t in Northern Europe and €837/t in Southern Europe),

and then started to increase until the peak in April 2022 (at

€1,346/t in Northern Europe and €1,279/t in Southern Europe).

Overall, the first quarter of 2022 averaged at €1,070/t for HRC

price in Northern Europe (a €82/t increase quarter on quarter)

and at €1,005/t in Southern Europe (a €108/t increase quarter

on quarter). The price increase in the first quarter of 2022 was

driven by the effects of the war in Ukraine (started at the end of

February 2022), which led to a temporary halt of material

supplies from Russia and Ukraine, as well as an increase in

energy costs given the risk of oil and gas supply reduction.

The beginning of the second quarter of 2022 continued with the

high pricing environment, as the April reference price topped the

March reference price. European HRC reached €1,346/t in

Northern Europe and €1,279/t in Southern Europe during April.

However, the trend from the first quarter of 2022 reversed in

May and June and then continued to decline throughout the rest

of 2022. The second quarter of 2022 averaged above the first

quarter pricing, at €1,115/t in Northern Europe (up by €45/t

quarter on quarter) and at €1,050/t in Southern Europe (up by

€45/t). Thus, average HRC prices for the first half of 2022 were

at €1,093/t in Northern Europe and at €1,028/t in Southern

Europe.

The soaring inflation rate in Europe, in particular driven by

higher energy costs, recessionary concerns along with

weakening demand and uncertainty caused by the Russia-

Ukraine war, all contributed to falling steel prices throughout the

second half of 2022. In the third quarter of 2022, North

European HRC reached €789/t, which was a €326/t drop as

compared to the second quarter of 2022; the South European

HRC dropped to €757/t, a €293/t decrease quarter on quarter.

The decline continued through the fourth quarter of 2022, when

the two price references settled at €653/t and €651/t,

respectively, indicating further quarter on quarter decline by

€136/t and €106/t, respectively. The averages for the second

half of 2022 were €721/t for Northern European HRC and €704/t

for the Southern European HRC.

In the United States, domestic HRC prices continued their

upward trend from 2019 through January 2020. However, prices

fluctuated downwards in February and March 2020, first due to

weak scrap exports and the Scrap USA #1 Busheling index

price decline and, towards the end of the second quarter of

2020, due to the COVID-19 pandemic related market

restrictions. HRC prices then lost $79/t between the beginning of

January ($661/t) and the end of March 2020 ($582/t).

During the second quarter of 2020, prices fluctuated, seeing a

low level at the end of April 2020 at $507/t, followed by an uptick

during May to $559/t, supported by improvement in the scrap

price then in supply scarcity, as well as good activity in non-auto

segments. HRC prices deteriorated again toward the end of

June to $524/t, as mini-mills were seeking volumes to fill

available capacities. Domestic HRC prices averaged $593/t

during the first half of 2020.

Flat steel prices continued to decline in the United States at the

beginning of the third quarter of 2020, as the COVID-19

pandemic and presidential election related uncertainties

weighed on the market. High scrap supply and weak steel

demand pressured prices and HRC reached a 4-year low of

$485/t by end of July, however, only to increase afterwards in a

trend that continued until the end of 2020.

Improved buying activity during the fourth quarter of 2020, tight

supply and production outage concerns pushed prices higher,

while an expansion of the overall economy toward the year end,

with good expectations for the first half of 2021, provided

continuous support for domestic HRC to reach $1,113/t by end

of December 2020 (+130% price increase). This is a historical

high, only inferior to the pre-2008 economic crisis level of

$1,185/t in July 2008.

Domestic HRC prices in the United States averaged $681/t

during the second half of 2020, representing an $88/t

improvement compared to the first half of 2020.

Following the July 2020 low at $505/t, the U.S. domestic

Midwest HRC price increased. In January 2021, the price

increased to $1,191/t, which was $466/t higher than the October

2020 level. By April 2021, the HRC price increased by another

$341/t over the January level, to reach $1,530/t. Overall, prices

in the first quarter of 2021 averaged $1,317/t, while second

quarter prices increased by another $382/t to $1,699/t.

Therefore, in the first half of 2021, U.S. domestic HRC prices

improved by 56%, averaging $1,508/t, more than double the

value from the second half of 2020, at $701/t. Similar to Europe,

steel demand rebounded faster than supply, resulting in

domestic supply-demand pressures. Demand pressure led to

record long lead times at mills, with supply still being limited

(Covid-19 related restrictions, domestic capacity constraints,

import limitations). Flow of steel imports into the U.S. continued

to be heavily controlled in line with Section 232 (25% tariff on

most imports), but also given the tightness in supply across all

regions. Additionally, severe weather conditions in the United

States resulted in various logistical constraints. All of these

Management report

158

factors put together determined spiraling domestic HRC prices

throughout the first half of 2021.

The spiraling effect continued through the third quarter of 2021,

when the U.S. domestic Midwest HRC price reported its peak

for the year, in September, at $2,156/t, averaging the quarter at

a record high of $2,086/t. The robust demand environment,

coupled with a still limited supply, domestically and from imports

(high lead-times), transportation congestions, skyrocketing

shipping costs, all maintained the price reference at a high level.

The last quarter of 2021 brought the U.S. domestic Midwest

HRC price to an average of $1,973/t, a drop of $113/t versus the

previous quarter. The price inflection was reported in October

2021, at $2,121/t, declining by $35/t month on month. This was

a reflection of the pressure coming from rising imports and

increasing capacity utilization of domestic mills. Furthermore,

the automotive industry (with its steel demand) continued to be

subdued in light of the global microchip shortage. The second

half of 2021 averaged to $2,030/t, which was higher than the

second half of 2020 by $1,329/t.

The price decline, which started in October 2021, continued until

February 2022, bottoming out at $1,214/t. The first quarter of

2022 averaged at $1,373/t, $600/t lower quarter on quarter. This

downward pressure on prices was driven by customers’

decisions to sit on the sidelines, postponing purchases and

depleting inventories, further deepening the price correction.

Various industries (automotive, appliances) were facing

constraints in parts’ supplies, as well as labor force shortages,

generating weakening demand.

After the low of February, the second quarter of 2022

experienced an increase in U.S. domestic Midwest HRC price,

peaking in April 2022 at $1,617/t. This price increase was a

repercussion of the war in Ukraine, amid fears of disruptions in

supply chains. The second quarter of 2022 averaged at $1,434/

t, up by $61/t quarter on quarter, which brought the first half of

2022 at an average of $1,404/t.

After the April increase, the U.S. domestic Midwest HRC price

declined throughout the rest of the year, bottoming in November

2022 at $715/t, while December 2022 closed the year at $749/t.

The slight increase in U.S. domestic Midwest HRC price at the

end of the year might have been influenced by expectations that

China would relax its nationwide COVID-19 nationwide

restrictions, which was expected to improve consumer demand.

In the second half of 2022, the U.S. domestic Midwest HRC

price averaged at $840/t, lower by $564/t than the first half of

2022.

In China, at the beginning of 2020, steel prices continued their

upward trend which started in December 2019, although

peaking mid-January at $496/t, VAT excluded. With HRC

inventory on the rise, ahead of the Lunar New Year holidays

(January 24-30), prices declined and continued the trend

throughout the first quarter 2020. After the Lunar New Year

holidays, due to the COVID-19 outbreak, the Chinese market

opened to a reality of movement restrictions and delayed

enterprise activity. By the end of March 2020, HRC prices

decreased $97/t, VAT excluded compared to the January peak,

at $399/t VAT excluded.

At the beginning of the second quarter of 2020, HRC prices in

China began to improve following the ease in restrictions and

gradual release in activities and local demand. HRC prices

gained $58/t from $408/t, VAT excluded at the beginning of April

to $466/t, VAT excluded by mid-June.

HRC prices in China averaged at $445/t, VAT excluded, for the

first half of 2020.

At the beginning of the third quarter of 2020, prices continued to

improve with domestic HRC reaching $520/t, VAT excluded, by

August 31, 2020. However, September was marked by a price

decline, with HRC losing $23/t and decreasing to $497/t, VAT

excluded by the end of September, as production continued at

high level, exports stayed low and imports increased.

Steel prices spiked in China during the fourth quarter of 2020,

as domestic demand continued strongly, while air pollution

measures and production limitations in some regions fueled

supply concerns. This, coupled with increases in raw material

costs, pushed domestic HRC prices to $652/t, VAT excluded (+

$155/t compared to the end of September), the highest level

since September 2011.

For the second half of 2020, HRC prices in China averaged at

$534/t, VAT excluded, representing an $89/t increase compared

to the average of the first half of 2020 and a $66/t increase

compared to the second half of 2019.

In the first quarter of 2021, HRC prices in China averaged $650/

t VAT excluded, which was $87/t higher versus the last quarter

of 2020. The average of the first six months of 2021 reached

$711/t, which was $177/t higher than the second half of 2020,

and $266/t higher than the first half of 2020. Domestic prices

continued an upward trend from April 2020 until May 2021,

reaching the peak at $812/t, VAT excluded. In June 2021, prices

slightly weakened to $755/t, VAT excluded, a drop of $57/t

month on month. This change came as a result of the abolition

of export rebates announced by the Chinese Government for

May 2021 onwards, a measure that was intended to discourage

steel exports, and accordingly keep steel prices under check.

The third quarter of 2021 continued at an elevated level of

$789/t for the HRC in China, VAT excluded, with the peak of the

year reached in October at $865/t. The increasing

environmental regulations imposed in China, enforcing steel

Management report

159

production cuts in the regions of e.g. Jiangsu, Tangshan,

particularly in the second half of the year, along with tensions in

raw materials limited supply have all pushed the Chinese

domestic HRC price upwards. Additional pressure came with the

introduction of energy supply control measures in the middle of

September 2021, in an attempt to curb the short supply.

In November 2021, there was however a sharp decline in the

Chinese HRC price, VAT excluded, reported at $666/t (a drop of

$166/t month on month), which was a direct effect of the

Chinese Government’s intervention in loosening the electricity

supply and relaxing the control on coal prices. Downstream

demand for steel products was reported sluggish by the end of

the year, given the seasonality and the uncertain epidemic

situation domestically.

In the fourth quarter of 2021, the Chinese domestic HRC, VAT

excluded, ended at an average of $699/t, a $90/t decrease

quarter on quarter, but still $136/t up from the last quarter of

2020. The Chinese price reference was reported for the second

half of 2021 at $744/t, up $33/t compared to the first half of

2021.

After the November 2021 low of $666/t, the Chinese HRC price,

VAT excluded, started gradually to rehabilitate, reaching a level

of $717/t, VAT excluded, in March 2022, the highest reported

level for 2022. In the first quarter of 2022, the Chinese HRC

price averaged at $701/t, VAT excluded, $2/t higher quarter on

quarter. From April onwards, the HRC price showed a month-on-

month decline till November 2022 leading to the following

quarterly averages: $650/t, VAT excluded, in the second quarter

of 2022 ($50/t decrease quarter on quarter), $512/t, VAT

excluded, in the third quarter of 2022 ($139/t decrease quarter

on quarter) and $488/t, VAT excluded, in the fourth quarter of

2022 ($24/t decrease quarter on quarter).

The HRC price performance in China has been deeply affected

by the multiple COVID-19 pandemic outbreaks which paralyzed

various parts of the country from March 2022 onwards. The

Chinese economy has been crippled by disrupted manufacturing

activity, by paralyzed distribution in the supply chains, and

subsequent weakened demand, all following the lockdowns

imposed since the end of the first quarter of 2022. However, by

the end of 2022, given expectations that lockdown requirements

were to be lifted following societal pressure, a slight increase in

the Chinese HRC price was recorded in December 2022, up by

$43/t month on month, to $514/t, VAT excluded. The half yearly

averages reached $676/t in first half of 2022 and $500/t in the

second half of 2022, VAT excluded.


Flat products
Source: Steel Business Briefing (SBB)	Northern Europe	Southern Europe	United States	China
Source: Steel Business Briefing (SBB)	Spot HRC average price per tonne	Spot HRC average price per tonne	Spot HRC average price per tonne	Spot HRC average price per tonne, VAT excluded
Q1 2020	€469	€450	$643	$456
Q2 2020	€428	€412	$543	$435
Q3 2020	€436	€427	$548	$504
Q4 2020	€551	€537	$853	$563

Q1 2021	€739	€727	$1,317	$650
Q2 2021	€1,060	€1,046	$1,699	$773
Q3 2021	€1,141	€1,051	$2,086	$789
Q4 2021	€988	€897	$1,973	$699

Q1 2022	€1,070	€1,005	$1,373	$701
Q2 2022	€1,115	€1,050	$1,434	$650
Q3 2022	€789	€757	$913	$512
Q4 2022	€653	€651	$767	$488

Long products

Steel prices for long products in Europe peaked by mid-January

2020 at €540/t for medium sections and €480/t for rebars.

Finished steel products prices declined throughout February,

alongside scrap Turkey HMS 1&2 index correction, with medium

sections reaching €525/t and rebars at €453/t, although the first

quarter of 2020 ended with similar price levels as the beginning

of the year.

During the second quarter of 2020, despite a stable scrap price,

long steel product prices in Europe continued declining, due to

the impact of the pandemic on the market and weak

downstream demand. By mid-June, medium sections reached

€500/t and rebars €430/t, stabilizing at this level toward the end

of the quarter. The average medium sections price for the first

half of 2020 was €527/t.

The average rebars price for the first half of 2020 was €461/t.

During the third quarter of 2020, as market sentiment and

demand improved in July, steel prices for Long products in

Europe started recovering, however rather slowly, fluctuating on

an upward trend alongside scrap HMS 1&2 Turkey CFR index.

From the June level, at a 3-year low, the medium sections and

rebar price gained €20/t and €28/t by the end of September,

reaching €522/t and €458/t, respectively.

Prices plateaued at this level during October, but spiked in

November and December, pushed by an increase in the scrap

index to a 9-year high. Long finished product spreads compared

Management report

160

to the raw material basket squeezed towards the end of 2020,

despite medium sections and rebars prices reaching highs of

€640/t and €545/t, respectively.

The average medium sections price for the second half of 2020

was €532/t, representing a mere €5/t improvement compared to

the first half of 2020.

The average rebars price for the second half of 2020 was

€465/t, a mere €4/t increase compared to the first half of 2020.

2021 started in January at a level of €723/t for the medium

sections and €625/t for rebars, which represented an increase of

€200/t and €167/t, respectively, since October 2020 (previous

quarter). By March 2021, prices strengthened by €5/t and €8/t,

respectively, reaching €727/t for medium sections and €633/t for

rebars. The average of the first quarter was reported at €722/t

for medium sections and €629/t for rebars. In the second quarter

prices continued to strengthen, reaching an average of €860/t

for the medium sections and €710/t for rebars, up by €138/t and

€81/t accordingly versus the first quarter.

The continued upward price movement over the first half of

2021 was defined by the recovering domestic economies in

Europe with strengthening consumer demand, hand in hand

with a limited supply of steel, domestically, and resulting long

lead times. In this context, EU steel safeguard measures (in

place on steel products since 2019) have only put additional

strain on domestic markets and limited imports. In the first half

of 2021, the price reference in Europe for medium sections

stood at €785/t and for rebars at €670/t.

The favorable pricing environment continued through the third

quarter of 2021, peaking in August at €1,050/t for medium

sections and €845/t for rebars, which almost doubled over a

year. The average price for the third quarter was reported at a

record high level of €1,039/t for medium sections and €826/t for

rebars. Strong demand, increasing freight costs and ports

congestions all reinforced the elevated price levels in Europe up

to that point in time.

However, from September 2021 onwards, domestic prices

started changing direction. The fourth quarter of 2021 started

with October at a level of €1,000/t for medium sections and

€799/t for rebars (down by roughly €50/t each since the peak in

August) and ended at a lower point, in December, at €991/t and

€790/t, respectively. The quarterly average was reported for

medium sections at €995/t and rebars at €795/t. This decline

over the last four months of the year was determined by the

rebalancing of the European demand-supply situation, with

domestic mills reporting strong production figures throughout the

year.

The average price references in the second half of 2021 was

recorded at €1,017/t for medium sections and €811/t for rebar,

almost double as compared to the second half of 2020.

In the first quarter of 2022 prices continued to increase in

Europe, with medium sections averaging at €1,172/t and rebar

at €928/t. This upward trend continued until April 2022, when

each of the two price references hit the yearly peak at €1,500/t

and €1,313/t, respectively. As in the case of European HRC

price fluctuation, medium sections and rebar pricing in Europe

was affected by the war in Ukraine, which altered and delayed

the standard flow of semi-finished and finished steel products in

Europe, pushing for buyers’ panic purchases in the early part of

2022.

From May onwards, throughout the rest of the year, medium

sections and rebar prices in Europe started weakening, both

references hitting the bottom in December 2022, at €985/t and

€749/t, respectively. The global supply disruptions caused by

the war, the looming fears of a recession in Europe driven in

part by soaring energy costs, and weakening domestic demand,

all pushed medium sections and rebar pricing on a downward

spiral through most of 2022. The quarterly averages of the two

price references were thus in a free-fall since the second quarter

of 2022, when reported at €1,426/t for medium sections and

€1,220/t for rebar, ending in the fourth quarter of 2022 at €1,072/

t (a €354/t decrease over the last three quarters) and at €814/t

(a €406/t decrease over the last three quarters). Prices in the

first half of 2022 were reported at €1,299/t for medium sections

and at €1,074/t for rebar, and at €1,141/t for medium sections

and €898/t for rebar in the second half of 2022.

In Turkey, rebar export prices continued to evolve alongside

scrap HMS 1&2 index trend. The first quarter of 2020 started

with the rebar Turkey export price at a peak level of $445/t Free

on Board (“FOB”). It soon began fluctuating on a downward

trend, hitting a four year low at the end of March at $380/t.

At the beginning of the second quarter of 2020, as signs of

scrap shortages encouraged U.S. traders to increase scrap

offers into Turkey, the rebar Turkey export price fluctuated

upward, reaching its highest level mid-June at €419/t.

In the first half of 2020, the Turkish export rebar price averaged

$416/t FOB.

During the third quarter of 2020, scrap costs increased and Billet

Turkey CFR price saw an uptick due to tight supply ex CIS and

improved demand in Asia. This provided support for Turkey

rebar export price references, which continued to improve,

reaching another peak at $460/t FOB by mid-September (+$41/t

compared to the June level). Slight price declines were noted

during October, but the price increase was evident during

November and December 2020, in line with a strong increase in

Management report

161

scrap costs, as well as improved export and domestic demand,

while material was in shortage. Rebar Turkey export price

gained another $180/t by the end of the fourth quarter of 2020,

to $640/t level.

In the second half of 2020, the Turkish export rebar price

averaged $473/t FOB, representing a $57/t increase compared

to the first half of 2020.

The price for Turkish rebar for export then rose after the lows of

May 2020, at $399/t FOB. In the first quarter of 2021, the rebar

reference price averaged $621/t, which was $114/t higher

quarter on quarter, and $195/t year on year. January 2021

started strongly at $630/t ending the quarter only $2/t below at

$628/t. At the end of March 2021, the construction season was

only starting and demand for steel was growing more strongly

than anticipated, COVID-19 vaccination programs were rolling,

market sentiment was improving after the second wave of

COVID-19 infections. Therefore, the second quarter of 2021

continued the upward trend, with April 2021 recording an export

price of $639/t for Turkish rebar, and ending in June at $726/t,

representing a $87/t price increase over three months.

The average for the second quarter of 2021 stood at $703/t,

driving an average for the first half of 2021 at $662/t (a $190/t

increase since the second half of 2020 and a $246/t increase

since the first half of 2020).

After the peak in export price registered in May 2021 at $744/t

for Turkish rebar FOB, it started to weaken in the following

months, reaching the yearly low of $665/t in September 2021.

Export prices have been decreasing on account of weakening

long steel demand and dropping scrap costs. Furthermore,

Turkey continued to be heavily hit by the domestic financial

turmoil with high inflation/interest rates and destabilized

domestic currency.

In the third and fourth quarter of the 2021, Turkish rebar for

export was priced at $691/t and $713/t FOB, respectively,

ending the second half of the year at $702/t ($230/t higher year

on year).

In the first half of 2022, Turkish rebar price for export gradually

expanded to a high of $936/t FOB in April 2022, a level above all

previously reported prices since 2008, and the peak in 2022.

From May onwards, Turkish rebar reference prices started to

decline, reaching a first “seasonal” low in August 2022, at $644/t

FOB, and then one more low in November, at $637/t FOB. The

slight increase in pricing during September and October was a

direct result of increasing manufacturing costs, after the latest

increase in power and gas prices domestically.

Overall, the evolution of the Turkish rebar price for export was

driven up in the first half of the year, mainly by rising cost

components, such as the imported scrap HMS 80/20 which

peaked in March 2022 at $641/t, as well as soaring electricity

costs. On its downward trend from May 2022, Turkish rebar for

export was strongly impacted by the war in Ukraine, as well as a

global softening demand. The Turkish market had to absorb

increased volumes of Russian material, Turkey being among the

few global markets that did not have sanctions against Russia.

After a strong second quarter of 2022, when the Turkish rebar

for export was reported at $808/t FOB ($13/t increase quarter on

quarter), the subsequent periods went into decline, with the third

quarter of 2022 reported at $665/t FOB and the fourth quarter of

2022 $5/t below, at $660/t FOB. Thus, the first half of 2022

reached an average of $802/t FOB and the second half of 2022

at $663/t FOB.


Long products
Source: Steel Business Briefing (SBB)	Europe medium sections	Europe rebar	Turkish rebar
Source: Steel Business Briefing (SBB)	Spot average price per tonne	Spot average price per tonne	Spot FOB average price per tonne
Q1 2020	€533	€468	$426
Q2 2020	€520	€453	$406
Q3 2020	€513	€442	$438
Q4 2020	€554	€488	$507

Q1 2021	€722	€629	$621
Q2 2021	€860	€710	$703
Q3 2021	€1,039	€826	$691
Q4 2021	€995	€795	$713

Q1 2022	€1,172	€928	$795
Q2 2022	€1,426	€1,220	$808
Q3 2022	€1,210	€981	$665
Q4 2022	€1,072	€814	$660

Raw materials

The primary raw material inputs for a steelmaker are iron ore,

coking coal, solid fuels, metallics (e.g., scrap), alloys, electricity,

natural gas and base metals. ArcelorMittal is exposed to price

volatility in each of these raw materials with respect to its

purchases in the spot market and under its long-term supply

contracts. In the longer term, demand for raw materials is

expected to continue to correlate closely with the steel market,

with prices fluctuating according to supply and demand

dynamics. Since most of the minerals used in the steel-making

process are finite resources, their prices may also rise in

response to any perceived scarcity of remaining accessible

supplies, combined with the evolution of the pipeline of new

exploration projects to replace depleted resources.

As for pricing mechanisms, since 2012, quarterly and monthly

pricing systems have been the main type of contract pricing

mechanisms, but spot purchases also appear to have gained a

Management report

162

greater share as steelmakers have developed strategies to

benefit from increasing spot market liquidity and volatility. The

trend for using shorter-term pricing cycles has continued since

2020. Pricing is generally linked to market price indexes and

uses a variety of mechanisms, including current spot prices and

average prices over specified periods. Therefore, there may not

be a direct correlation between market reference prices and

actual selling prices in various regions at a given time.

Iron ore

In 2020, China’s demand has proven a strong price driver with

crude steel production set to exceed the record 1 billion ton per

year in 2020. Manufacturing activity in China continued to

expand in 2020 compared to 2019 and its economy showed an

enduring V-shaped recovery after the initial impacts of the

COVID-19 pandemic. Iron ore market reference prices

increased to an average of $109.03, up by 16.5%.

In 2021, iron ore prices averaged $159.89/t (up 46.6% as

compared to 2020), driven by post-pandemic fiscal stimulus

packages launched in main economies, which boosted global

demand for steel and iron ore and by increased crude steel

production in China in the first half of the year as steel mills

were driven by high steel profits. At the same time, iron ore

supply recovered rather slowly due to global epidemic bringing

shortages in labor and ports congestion.

In 2022, iron ore market reference prices decreased to an

average of $120.03/t, down by 24.9% compared to an average

of $159.89/t in 2021, mainly due to collapsing market confidence

as China implemented strict lockdowns across the country

starting in mid-March, boycotts from homebuyers in China

resulting from failures to meet construction schedules which

weighed further on the crisis-stricken real estate sector, harsh

weather conditions in the summer and the US Federal

Reserve’s tightening of its monetary policy.

In the first quarter of 2020, despite the COVID-19 pandemic's

impact on demand, iron ore prices were supported by increased

supply issues such as a partial halt of Vale’s Brucutu mine,

linked to safety issues at their waste management dams, heavy

rainfalls in Brazil affecting the shipments of Vale’s Northern

System (Carajas) and two tropical cyclones near iron ore ports

in Australia. In the second quarter of 2020, supply from both

Brazil and Australia improved but it was offset by a very strong

recovery of crude steel production in China in May. Iron ore

reference prices increased in the second quarter of 2020

supported by supply risk due to the severe outbreak of

COVID-19 in Brazil and low iron ore inventories at Chinese ports

and steel mills.

In the third quarter of 2020, the V-shaped recovery continued in

China with increasing crude steel production in the month of

July and August. The strong demand in China together with

partial recovery ex-China and restocking ahead of the week-

long National Day holidays in China supported iron ore prices

that reached a multi-year high of $130.17/t in September 2020,

ending the quarter with an average of $118.06/t (Metal Bulletin).

There was a gradual recovery in ex-China demand in the fourth

quarter of 2020: major steelmakers such as Germany and India

grew their output year-on-year in October 2020 for the first time

since the COVID-19 pandemic began. At the same time, there

was a disappointing supply from major iron ore suppliers in the

fourth quarter: weaker shipments from Australian companies on

deferred maintenance, some operational issues and tropical

storms in December in Australia and lower production from

Brazilian companies on delays in restarting stalled capacity and

weather impacts with heavier than normal rainfalls in December.

As a result, prices in the fourth quarter of 2020 increased to

$133.35/t.

In the first quarter of 2021, the seaborne iron ore price averaged

$167.40/t, up 25.5% compared to the previous quarter. Post-

pandemic fiscal stimulus packages launched in main economies

as well as easing monetary policies significantly boosted global

demand for steel and indirectly for iron ore. Meanwhile, iron ore

supply recovered rather slowly due to the global pandemic

causing shortages in labor and port congestion as well as due to

weather disruption in major iron ore producing countries and

mine safety and environmental inspection in China.

In the second quarter of 2021, the seaborne iron ore price

skyrocketed to $219.26/t on June 7, 2021 and stayed high till

the end of the quarter, averaging the record $200.47/t. The price

increase was fueled by the high demand from China as its steel

mills increased crude steel production, motivated by high steel

profits. Concerns on tight supply were further increased on

account of a flood accident at Dahongcai mine on June 10, 2021

in the Shanxi province.

In the third quarter of 2021, the seaborne iron ore price started

to decline and averaged $163.39/t, having lost $37/t compared

to the previous quarter. Seaborne supply remained stable, while

the demand dropped significantly in China mainly due to

heightened efforts by the government to cut 2021 crude steel

production below 2020 levels and stringent carbon emission

controls. Meanwhile, the real estate sector, which is the largest

steel consuming sector, has been weakening due to China’s

property deleveraging campaign since the beginning of 2021.

In the fourth quarter of 2021, the seaborne iron ore price

averaged $110.59/t reaching the lowest point of $87.27 of the

year on November 18. China steel production further reduced

due to a national wide power shortage, inspection on crude steel

cut and air quality control during heating season. Weakening of

the Chinese economy due to shrinking consumption, supply

shock, weakening exports and uncertainties on Covid-19 lead to

Management report

163

bearish market sentiment. In addition, the Evergrande crisis

together with crises at other property developers, such as the

Fantasia Group, weighed further on an already debt-laden real

estate sector.

In the first quarter of 2022, after an initial increase in seaborne

iron ore prices to $161.65/t in early March mainly driven by

bullish sentiment that Chinese steel production would ramp-up

after the government announced a 5.5% GDP growth target for

2022 and a stimulus packages targeted at the construction and

infrastructure sectors, iron ore prices dropped to $136.19/t in

mid-March following a sudden COVID -19 outbreak in China and

the implementation of strict lockdowns.

In the second quarter of 2022, seaborne iron ore prices in China

again rebounded to $160.69/t in early April driven by supply

concerns due to low shipments and intensifying war between

Russia and Ukraine. However, iron ore prices dropped to

$108.98/t in June with collapsing market confidence due to a

severely hampered Chinese economy with repeated lockdowns

across the country. Steel demand deteriorated as a result of

lukewarm downstream activities, historic high steel inventory

levels both in mills and traders’ warehouses, and inclement

weather conditions. Ex-China demand also weakened with

rising inflation and the US Federal Reserve’s tightening

monetary policy.

In the third quarter of 2022, growing global recession fears

coupled with a new COVID-19 pandemic outbreak and

continued weakness in China’s property sector dampened world

steel and iron ore demand. Seaborne iron ore prices dropped to

$96.04/t on July 15, 2022 due to a cross-country homebuyers

mortgage boycott to protest developers’ failure to meet

construction schedules and disappointing GDP growth in the

second quarter (0.4%). Though prices recovered to $119.74/t on

July 28 based in part on the Chinese government's

announcement that China would launch a real estate relief fund

of up to CNY300 billion ($44 billion) to help property developers

resolve a crippling debt crisis, as well as expectation of mills’

production ramp-up with improving margins, seaborne iron ore

prices were again on a downward trend from August 2022 due

to COVID-19 related lockdowns and harsh weather conditions.

In the fourth quarter of 2022, seaborne iron ore prices

decreased to the lowest level of $79.06/t in late October as the

market anticipated President Xi's succession would return China

to its Maoist ideology-policies and stick to its strict zero-COVID

control. However, easing of measures of COVID control

announced on November 10, and December 7 and the complete

withdrawal of COVID controls announced on December 27,

2022, effective January 8, 2023, signaling a market reopening

and boosting sentiment, pushed iron ore prices to $117.82/t at

the end of December 2022. Meanwhile, Brazil received early-

than-expected rainfall in December, which reduced the supply to

seaborne market, adding on Vale's already stagnating shipment

performance ultimately below its initial yearly guidance.

Coking coal

Coking coal prices in 2020 averaged $123.46/t (compared to

$177.36/t in 2019) and were initially supported in the first quarter

of 2020 by the reduction of coal production in China related to

the COVID-19 pandemic and to Mongolia’s decision to close its

border with China, which boosted China’s import of seaborne

traded coking coal. Coking coal prices then deteriorated from

the second quarter of 2020 onwards after global steel

production collapsed ex-China due to the COVID-19 pandemic

and then remained low due to the Chinese restrictions on

imports of Australian coal that started in October 2020.

Coking coal prices in 2021 averaged $227.29/t as compared to

$123.46/t in 2020. Metallurgical coal prices were at historic

highs for several months, as supply shortages met strong

Chinese demand and rebounding global industrial production.

China’s informal import restrictions on Australian exports obliged

the country’s steel mills to draw in supply from non-Australian

sources. On balance, Chinese metallurgical coal imports have

dropped significantly in 2021. India, Japan, South Korea and the

EU have all switched to Australian-sourced imports in response.

Coking coal prices in 2022 averaged $364.22/t as compared to

$227.29/t in 2021, driven by a faster than expected demand

recovery, tight global supply situation and geopolitical tensions.

Australia was confronted with both heavy rainfall, which affected

production and logistics in Queensland, and a severe rise in

COVID-19 pandemic cases. Russia’s invasion of Ukraine sent

prices to new records in March 2022. Prices increased in

December 2022 as China neared lifting its ban on Australian

coal imports.

In the first quarter of 2020, coking coal prices ranged from $150/

t to $158/t (Metal Bulletin Premium HCC FOB Australia index).

Coking coal prices gradually increased in the first quarter to an

average of $154.80/t with a reset of Chinese import quotas at

the start of the year amid price arbitrage between domestic and

imported coal and the cyclone season in Australia. However, the

first quarter price rally reversed in the second quarter as ex-

China market demand was severely hit by the COVID-19

outbreak with a sharp drop in crude steel production in the main

coking coal import regions. Consequently, the coking coal

reference price dropped in the second quarter of 2020 to an

average of $117.08/t. In the third quarter of 2020, limited

demand from India due to the monsoon season led to a further

decrease and the average coking coal spot price fell to

$112.32/t. The bearish trend in the coking coal market continued

in the fourth quarter of 2020. This was influenced by the

Chinese ban on import of Australian coals since October, which

resulted in oversupplied high-quality Australian hard coking coal

Management report

164

in the seaborne market. The average coking coal spot price

decreased to $109.88/t in the fourth quarter of 2020.

In the first quarter of 2021, the average price rose to $128.22/t,

a 17% increase as compared to the previous quarter (Metal

Bulletin Premium HCC FOB Australia index), effectively

reversing the fall which followed China’s informal restrictions on

Australian metallurgical coal imports in October 2020. Suppliers

locked into new demand sources and buyers and sellers

reorganized supply chains. Prices were also boosted by fears

over weather disruptions at Queensland ports, with cyclone

season often peaking in the late summer.

In the second quarter of 2021, the average price rose by an

additional 8% to $138.78/t, supported by improving global

industrial production and economic activity.

Metallurgical coal prices to surged in September 2021 and the

average price for the third quarter of 2021 increased to $264.25/

t, driven by tight spot supply from major producers in

Queensland, Australia and rising demand from ex-China

regions. The diversion of Australian coal from China to other

markets was effectively complete, with the previous surplus of

Australian supply now largely redirected.

In October and November, metallurgical coal prices levelled out

and the average price for the fourth quarter of 2021 was settled

at 369.81$/t. Cuts in crude steel production in China did not lead

to any easing in prices but may have curbed further upward

momentum.

In the first quarter of 2022, metallurgical coal prices reached

historic highs and averaged $487.09/t amid a faster than

expected demand recovery, a tight global supply situation and

geopolitical tensions. Australia was confronted with both heavy

rainfall (which affected production and logistics in Queensland),

and a severe rise in COVID-19 cases, which disrupted

workforces at mining operations. In addition, the Russian

invasion of Ukraine pushed prices to new records in March 2022

as uncertainty over coal shipping prevailed in the market.

In the second quarter of 2022, metallurgical coal prices

decreased to an average of $445.95/t with markets evaluating

the uncertainty of the war in Ukraine. In Australia, lower rainfall

during June 2022 supported exports and put downward

pressure on prices.

Coking coal prices were down in the third quarter at $250.96/t.

The decrease initially appeared to be a correction following the

increase in prices in response to the war in Ukraine and is since

sustained through weaker demand from steel producers. As

announced in April 2022, on August 10, 2022, the EU enforced

its ban on coal imports from Russia.

In the fourth quarter of 2022, unfavorable weather conditions

hindered the expansion of coal-mine output in Australia and the

metallurgical coal prices averaged at $279.23/t compared to

$369.81/t in the fourth quarter of 2021. The anticipated end of

China's ban on Australian coal imports increased the price to

$315.05/t at the end of the year. Despite a bearish global

economic outlook, the coking coal spot market remained tight,

aggravated by the inversion of the met-thermal pricing relation.

ArcelorMittal has continued to leverage its iron ore and coking

coal supply chain and diversified supply portfolio as well as the

flexibility provided by contractual terms to mitigate regional

supply disruptions and also mitigate part of the market price

volatility.


	Iron ore	Coking coal
Source: Metal Bulletin	average price per tonne (Delivered to China, Metal Bulletin index, 62% Fe)	average price per tonne (premium hard coking coal FOB Australia index)
Q1 2020	89.94	154.8
Q2 2020	93.52	117.08
Q3 2020	118.06	112.32
Q4 2020	133.35	109.88

Q1 2021	167.4	128.22
Q2 2021	200.47	138.78
Q3 2021	163.39	264.25
Q4 2021	110.59	369.81

Q1 2022	141.61	487.09
Q2 2022	137.57	445.95
Q3 2022	103.47	250.96
Q4 2022	98.65	279.23

Scrap

The Company considers the German suppliers’ index (“BDSV”)

Delivered at Place (“DAP”) as market reference.

During 2022, the BDSV for reference grade E3 started in

January and February at €419/t and €438/t, respectively. In

March and April, it increased sharply to €542/t and €564/t,

respectively. However, in May, it decreased to €486/t and ended

June with a sharp decrease to €382/t. In the second half of 2022

prices were much more stable than in the first half of 2022, with

prices in July at €340/t and in December at €348/t.

The average index price for 2022 was €409/t as compared to

€395/t in 2021, a €14/t or 3.5% increase compared to 2021. The

average index price for 2020 average was €239/t.

Turkey’s scrap imports decreased by 11% to 19.3 million tonnes

in the first eleven months of 2022 as compared to the same

period in 2021. Turkey remains the main scrap buying country in

the international market. Turkey liquid steel production for the

Management report

165

first eleven months of 2022 was 32.5 million tonnes, down by

12% as compared to the first eleven months of 2021.

Scrap Index HMS 1&2 CFR Turkey, North Europe origin, started

January 2022 at $459/t and then continuously increased until

reaching $631/t in March 2022. From April 2022 onwards, the

index continuously declined reaching $366/t in June 2022. In the

second half of 2022, the index was much more stable with

values between $342/t in November 2022 (lowest point) and

$382.5/t in August 2022 (highest point).

The average yearly prices were at $434/t in 2022, 466$/t in

2021, and $281/t in 2020.

In the domestic U.S. market, HMS 1 delivered Midwest index

was $52/t lower in 2022 than 2021. The Midwest Index for HMS

1 decreased from an average of $439/t for 2021 to $387/t for

2022.

On the export market, HMS export FOB New York average

prices of 2022 were at $398/t, a decrease by $29/t compared to

2021.

Ferro alloys and base metals

Ferro alloys

The underlying price driver for manganese alloys is ordinarily

the price of manganese ore, which was at the level of $5.97 per

dry metric tonne unit (“dmt”) (for 44% lump ore) on Cost,

Insurance and Freight (“CIF”) China for 2022, representing a

13% increase from $5.27/dmt in 2021 ($4.58/dmt in 2020),

Flooding in Durban, South Africa and concerns about the safety

of supply due to the Russian-Ukraine conflict contributed to the

increase in manganese ore prices during 2022.

High carbon ferro manganese price increased by 13% from

$1,803/t in 2021 to $2,042/t in 2022 ($1,099/t in 2020), silicon

manganese increased by 17% from $1,819/t in 2021 to $2,123/t

in 2022 ($1,116/t in 2020) and medium carbon ferro manganese

price increased by 16% from $2,861/t in 2021 to $3,332/t in

2022 ($1,567/t in 2020). Prices for both commodities increased

in March and April 2022 due to the Russia-Ukraine conflict, and

high energy prices. However, corrections started from May 2022

onwards with weakening of demand for alloys and improvement

in energy market due to sufficient availability.

Base metals

Base metals used by ArcelorMittal are zinc, tin and aluminum for

coating, aluminum for deoxidization of liquid steel and nickel for

producing stainless or special steels. ArcelorMittal partially

hedges its exposure to its base metal inputs in accordance with

its risk management policies.

The average price of zinc for 2022 was $3,485/t, representing a

16% increase as compared to the 2021 average of $3,005/t (the

2020 average was $2,265/t). Stocks registered at the London

Metal Exchange (“LME”) warehouses stood at 32,025 tonnes as

of December 31, 2022, representing around 84% decrease

compared to December 31, 2021 when registered stocks stood

at 199,575 tonnes (202,225 tonnes on December 31, 2020).

The average price of tin for 2022 was $31,102/t, 5.07% higher

than the 2021 average of $32,678/t (2020 average was $17,135/

t).

The average price of aluminum for 2022 was $2,707/t,

representing a 9.38% increase compared to the 2021 average

of $2,475/t (the 2020 average was $1,702/t).

The average price of nickel for 2022 was $25,604/t,

representing a 38.5% increase compared to the 2021 average

of $18,487/t (the 2020 average was $13,789/t).

Energy market

Solid fuels, electricity and natural gas are some of the primary

energy inputs for a steelmaker. ArcelorMittal is exposed to price

volatility in each of these energy types with respect to its

purchases in the spot market and under its long-term supply

contracts.

Oil

During the first weeks of January 2020 oil prices traded up to

$71 per barrel ("bbl"), but immediately started to decline mainly

due to Organization of Petroleum Exporting Countries ("OPEC")

and Russia failing to find an agreement to extend output cuts

beyond March 2020, and the sudden drop of demand due to the

worldwide pandemic driven lockdown, driving prices down 75%

by April 2020. After reaching its lowest point since 2002, oil

prices, backed by various economic stimulus packages,

recovered by more than $20/bbl and were just above $40/bbl at

the end of the first half of 2020. After a period of range-bound

trading ($40 - $45/bbl for most of the time) from June to

November, prices increased by 36% in the last two months of

2020.

This price increase was fueled by the optimism surrounding a

COVID -19 vaccine and OPEC deciding to further cut production

into 2021. In 2021, oil prices recovered strongly. In early

January, Brent crude oil traded slightly below $55/bbl and rose

to over $86/bbl at its highest by the end of November. In 2021,

Brent crude oil averaged $70.95/bbl as compared to $43.20/bbl

in 2020. The strong price increase was fueled by optimism

around the mass vaccine roll out and a strong economic

recovery.

The upward trend continued in the first quarter of 2022,

exacerbated by the war in Ukraine. Brent peaked at almost

$140/bbl in early March 2022 and traded range-bound between

$100-$125/bbl until the end of July 2022, and only periodically

Management report

166

broke the $100/bbl mark. Fundamentally, the market was torn

between OPEC and its allies struggling to meet their rising

output quotas, Europe looking towards a Russian oil embargo

and the fear of the looming negative consequences for the

global economy. The later dominated the market from August

2022 onward and drove crude oil prices down to price levels of

around $77/bbl, last seen in December 2021. Brent crude oil

averaged $99/bbl in 2022, an increase of $28/bbl compared to

the previous year and more than double the average of 2020.

The following table shows certain quarterly average prices of oil,

thermal coal and CO2 for the past three years:


Commodities
Source: Thomson Reuters	Brent crude oil spot average price $ per barrel	West Texas intermediate spot average price $ per barrel	European Union allowance average price € per ton of CO2e
Source: Thomson Reuters
Q1 2020	50.82	45.78	22.81
Q2 2020	33.39	28.00	21.28
Q3 2020	43.34	40.92	27.41
Q4 2020	45.26	42.70	27.61

Q1 2021	61.32	58.14	37.65
Q2 2021	69.08	66.17	50.17
Q3 2021	73.23	70.52	57.12
Q4 2021	79.66	77.10	68.83

Q1 2022	97.90	95.01	83.21
Q2 2022	111.98	108.52	83.85
Q3 2022	97.70	91.43	80.04
Q4 2022	88.63	82.64	77.95

CO2

The integrated steel process involves carbon reduction which

leads to CO2 emissions, which distinguishes integrated steel

producers from mini-mills and many other industries where CO2

generation is primarily linked to energy use. Launched in 2005,

the EU-ETS is currently in its fourth phase, stretching from

January 2021 to December 2030. On June 22, 2022, the

European Parliament agreed on its position regarding the EU-

ETS reform (main elements: 2030 emission reduction target,

CBAM and end of free allocation). See "—Government

Regulations—Environment laws and regulations".

ArcelorMittal targets a 35% and 25% reduction in emissions by

2030 in Europe and group-wide, respectively, and has plans to

become carbon neutral by 2050. ArcelorMittal Europe is

investing in two routes to carbon neutrality, Smart Carbon and

DRI-based route). See also "Business Overview—Sustainable

Development—Roadmap to net zero" and "Business Overview

—Government Regulations—Environmental laws and

regulations".

Prices in the first two months of 2020 remained in the range of

€25 per ton of CO2e(“€/tCO2e”). In March 2020, when it became

clear that Europe would go into a pandemic driven lockdown,

the CO2 price went down by €10/tCO2e (40%) within less than

ten trading days. After bottoming below €15/tCO2e in the last

week of March 2020, the market went on a steady path of

recovery demonstrating a strong correlation with the global

financial market. The CO2 prices at the end of the first half of

2020 increased again to pre-COVID-19 levels around €25/

tCO2e. For the second part of the year the market remained

hectic with price levels between €23/tCO2e and €30.5/tCO2e.

Closely mimicking the movements of the equity markets CO2

forward prices increased by 45% (+ €23/tCO2e) in the last two

months of the year, reaching an all-time high of €33.45/tCO2e as

of December 31, 2020. One of the main drivers for such an

increase was the acceptance of a 55% emissions reduction

target by 2030 and the anticipation of tighter supply in the future.

On January 1, 2021, Phase 4 of the EU-ETS started, which

delayed the hand-out of free allocation. At the same time the UK

left the scheme and set up its own, with trading starting in May.

The EU Commission proposed its "Fit for 55" package and

hence various changes to the EU-ETS to reduce future supply

and drive decarbonization. Those events led to uncertainty and

hectic trading behavior. Exacerbated by the economic recovery,

the EUA price went on a sharp rally. The market started the year

below €35/tCO2e and ended above €80/tCO2e, while the

average carbon price throughout 2021 was €68/tCO2e. The

highest point of the year was on December 8, 2021 when

carbon prices broke the €90/tCO2e mark.

During the first quarter of 2022, the price for carbon continued

its upward trend trading at a new all-time high of €98.5/tCO2e on

February 8, 2022. However, the Russian invasion of Ukraine

lead to a price drop of 42% in just 5 days and left the market

trading at a 5-month low of €55/tCO2e. In the following weeks,

the CO2 price regained much of its losses and climbed back up

to above €80/tCO2e by end of April 2022. During May and June,

CO2 traded directionless between €80-€90/tCO2e, only briefly

breaching the range on either side. Fundamentally, the market

was stuck between recession fears and bullish policy changes

which may restrict supply in the future and further push toward

energy transition. In August, a month known for its low auction

volume and thin liquidity, the price for carbon was particularly

volatile as CO2 broke the range in both directions and made a

push towards €100/tCO2e. However, it started to decline in

September 2022 (dropping more than €30/tCO2e) amid tensions

on the gas market and a bleak economic outlook. This outlook

started to improve in October 2022 and with it the price for CO2,

finishing the year on a strong note of around €90/tCO2e. The

average price for one tonne of CO2 emitted in 2022 increased

Management report

167

by more than 50% compared to the previous year and tripled

compared to 2020.

Because the integrated steel process leads to substantial CO2

emissions, costs related to EUA and the fluctuations in EUA

prices can significantly affect the Company’s costs of

production. The Company recognized a CO2 emission obligation

provision of $522 million at December 31, 2022 with respect to

its shortfall. See note 9.1 to the consolidated financial

statements. The Company also uses derivative financial

instruments to manage its exposure to fluctuations in prices of

emission rights allowances. As of December 31, 2022, the

Company had a net notional position of $0.5 billion with a net

positive fair value of $0.1 billion. See note 6.3 to the

consolidated financial statements for further information.

Natural gas - Europe

The TTF (the price for natural gas, which is traded on a virtual

trading platform located in the Netherlands) spot price (the price

for natural gas to be delivered the next day) steadily declined

from January 2020 to May 2020. The average price in January

2020 was €11.1 per Megawatt hour (“€/MWh”) which declined

further to an average of €4.6/MWh in May 2020. This price drop

was fueled by oversupply in the global liquefied natural gas

("LNG") market, continuous strong pipeline supply into Europe

and weak demand due to the absence of a harsh winter and the

COVID-19 pandemic slowing down industrial activity. At the end

of May, the TTF spot price dropped below €4.0/MWh marking a

new all-time low. It took until the end of July before prices

started to recover. Between the end of July and the end of

December 2020, the TTF spot price increased by almost €15.0/

MWh to reach a year-high of €19.05/MWh by late December.

While in August and September, U.S. LNG shut-ins limited the

arrival of the super-chilled fuel, strong Asian winter demand in

the fourth quarter led to poor arrivals of the period. In

combination with the prospect of a quick rollout of a vaccine

against COVID-19, this provided the needed support for the

year-end rally.

In 2021, TTF continued its upward trend, which started in the

second half of 2020. The low point of slightly below €16/MWh

was reached at the end of February. While the high point was hit

just before Christmas (€182/MWh). This marked a more than

1000% increase in price, amid the need to refill historical low

storages, the battle for LNG with Asia, poor Russian piped

supply into Northern Europe, and tension around the

controversial Nord Stream 2 pipeline. The average price for TTF

in 2021 was €46.5/MWh, 395% higher than 2020.

While the first half of 2021 averaged €21.9/MWh and was

almost three times higher than the first half 2020 average, it was

only a fifth of the first half 2022 average of €99.4/MWh.

During January 2022 and until February 24, 2022, the TTF Spot

Price traded between €65-€100/MWh without clear direction.

The invasion of Ukraine immediately provoked a price reaction

as Europe feared for its gas supply and at the same time, the

German government decided not to go ahead with the Russian-

backed Nord Stream 2 project. The spot price surged on March

7, 2022 to almost €214/MWh, only to plummet back down to

below €100/MWh one week later. Until mid-June 2022, TTF

Spot Prices traded between €80-€120/MWh. When the Nord

Stream 1 pipeline project (feeding Germany with Russian gas)

was reduced to 40% capacity ahead of the yearly maintenance

in July 2022, and later reduced to 20%, prices started to climb

again, overall market tensions grew around gas supplies,

particularly in August 2022, after Russia announced a 3-day

maintenance where the pipeline would be completely shut off.

Market fears were realized when it was announced that the

Nord Stream 1 pipeline would not come back online in 2022,

leading to a price surge up to €313/MWh on August 26, 2022,

marking a new historical maximum for the TTF Spot Price.

Traders and politicians (who were still working on price capping

measures) across Europe again were afraid of not being able to

fill up storage and a potential supply crunch for winter. However,

continuous strong LNG arrivals and pipeline flows contributed to

market confidence and price declines. The steadfast

commitment and mild weather during the early winter months

allowed the filling of European storage ahead of their October

(80% fullness) and November (90% fullness) targets. Storage

was filled 83% by the end of 2022, considerably above the

historical average primarily due to mild temperatures and

oversupply of the European gas network.

Natural gas - United States

In North America, natural gas prices (see table below) trade

independently of oil prices and are set by spot and future

contracts, traded on the NYMEX exchange or over-the-counter.

Henry Hub (the main gas hub in Louisiana) ranged in the first

half of 2020 between $1.5 - $2.0/per million British thermal units

("MMBtu"), a low since the first quarter of 2016. In addition to

the negative impact on demand of natural gas, the COVID-19

pandemic also impacted its production, which stopped its multi-

year growth trend and dropped sharply during the first half of the

year. On the LNG side, U.S. exports were setting new records

through the first quarter of 2020 and in first half of 2020, several

plants ramped-up with only slight disruptions from the pandemic.

However, low natural gas prices across the globe lead to some

forced shut-ins of U.S. LNG export facilities breaking the growth

trend. At the end of the third quarter and into fourth quarter of

2020, exports ramped-up again to the early winter demand in

Asia. While the Henry Hub average remained below $2.0/

MMBtu during the first half, prices recovered steadily in the

second half. At the end of October, Henry Hub reached its

highest level of the year and breached the $3.2/MMBtu mark.

Management report

168

Henry Hub experienced a less severe price increase than other

commodities in 2021, from averaging $2.7 MMBtu in the first

quarter of 2021 up to averaging $4.8/MMBtu in the fourth

quarter of 2021. In between, prices increased to $6.3/MMBtu in

early October in anticipation of colder weather and the global

thirst for US LNG exports. As more liquefaction trains go online,

the global gas market had a stronger impact on the U.S. natural

gas price.

On January 27, 2022, Henry Hub reached an all-time high of

$7.4/MMBtu due to the Texas Big Freeze, a wintry blast which

hit Texas particularly hard, caused power failure and disrupted

gas production as well as LNG exports. The invasion of Ukraine

did not have an immediate impact on U.S. gas prices but over

the months Henry Hub increased from $3.9/MMBtu mid-

February 2022 to $9.6/MMBtu by mid-June 2022. Continuous

supply side issues, low domestic storage and strong LNG export

demand were the main drivers for this sharp increase. A fire at

the Freeport LNG facility mid-June and a resulting drop in LNG

export demand led to a price drop to below $5.5/MMBtu by the

end of June 2022. However, the U.S. reacted to supply needs

from Europe amid Russian gas halts and reached a new all-time

high of $9.9/MMbtu on August 22, 2022. In the third quarter of

2022, prices dropped due to high production which allowed high

storage levels before the winter heating started. The Henry Hub

price averaged $6.4/MMbtu in 2022, the highest price average

since the financial crisis in 2008.

Freeport LNG was supposed to partially restart in mid-

December 2022 but was delayed to January 2023 due to the

pending regulatory approvals. Despite the plant not coming back

online in 2022, the U.S. established itself as a key supplier to

Europe amid the energy crisis.

Natural gas - Asia

In the first half of 2020, the Platts Japan Korea Marker ("JKM") -

the LNG benchmark price assessment for spot physical cargoes

delivered ex-ship into Japan, South Korea, China and Taiwan -

front month contract traded at an all-time low. The decline in

prices in the first half of 2020 was mainly due to greater supply

than demand, mainly from the U.S. where multiple liquefaction

trains ramped up, and muted demand amid full gas storage and

the impact of the pandemic on oversupply. While some

countries like South Korea or India benefited from the low price

environment, others had a year-on-year decrease of LNG

imports. Throughout the second quarter of 2020 and into

August, JKM traded below $3.0/MMBtu. It continued until

September before the market showed some signs of recovery

ahead of the winter demand. During the second half of 2020,

JKM traded at historical lows during the summer and jumped to

lofty highs ($12.0/MMBtu) by the end of December. This sharp

increase was fueled by strong Asia spot demand due to colder

than average temperatures, supply disruptions in Australia and

Middle East, as well as congestions at the Panama canal

limiting U.S. supply to fill the void.

Driven by cold weather in Asia, JKM front month contract

exploded in the first few weeks of 2021. By mid-January, it

traded at $20/MMBtu, a new record. In February and March, the

market had cooled down again and was trading between $7 -

$9/MMBtu. However, the sharp rally started in mid-April and

lasted throughout the entire year, not giving the market time to

breath. Prices reached almost $50/MMBtu just before

Christmas, breaking the record set in the first quarter of 2021.

The price increase was fueled by the global need to refill

depleted gas storage and a fierce battle between Europe and

Asia to attract cargoes.

Similar to its European counterpart, JKM traded range-bound

until the Russian government launched its invasion of Ukraine.

On March 7, 2022, JKM reached an all-time high of $52/MMBtu.

Throughout the first half of 2022, JKM showed a great

correlation to TTF, but kept trading at a discount, as Asian

buyers were still well stocked and in general more linked to

long-term contracts. On August 25, 2022, the JKM reached a

new historical maximum of $70/MMbtu, striving to secure gas for

the winter period. Many price-sensitive Asian markets could not

compete with these high prices and switched to oil and domestic

gas consumption. Meanwhile, China, the largest spot buyer, was

struggling with re-emerging COVID-19 pandemic outbreaks and

the implementation of zero-Covid measures largely muted

Chinese demand for "LNG", freeing up spot cargoes for Europe

to lock. Prices during the fourth quarter of 2022 followed

Europe, which at the time was benefiting from mild weather

during the early winter months, delaying the heating season and

easing prices further. The JKM averaged $31/MMbtu during the

fourth quarter. Overall, it was a year of great volatility in prices

and the annual JKM average was $34/MMbtu in 2022, 90%

higher than in 2021.

Management report

169

The following table shows quarterly average spot prices of

natural gas for the past three years:


Natural gas
Source: Thomson Reuters	TTF Spot average price € per MWh	Henry Hub Spot average price $ per MMBtu	JKM Spot average price $ per MMBtu
Source: Thomson Reuters
Q1 2020	9.75	1.87	3.69
Q2 2020	5.38	1.75	2.23
Q3 2020	7.83	2.12	3.48
Q4 2020	14.70	2.76	7.43

Q1 2021	18.55	2.72	8.85
Q2 2021	25.18	2.98	9.71
Q3 2021	48.51	4.32	17.80
Q4 2021	94.04	4.84	34.95

Q1 2022	99.61	4.59	30.83
Q2 2022	99.16	7.50	27.18
Q3 2022	200.51	7.95	46.84
Q4 2022	95.18	6.09	31.23

Electricity - Europe

Due to the regional nature of electricity markets, prices follow

mainly local drivers (i.e., energy mix of the respective country,

power generation from renewables, country specific energy

policies, etc.).

In 2020, lower fuel prices led to lower generation cost while at

the same time the renewable output across Europe grew year-

on-year. On the demand side, the COVID-19 pandemic led to a

sudden and severe demand drop. Consequently, in the first half

of 2020, the power prices across Europe dropped significantly.

May and June marked the low point for electricity prices across

Europe. Along with natural gas and CO2 prices, the power prices

recovered during the second half of the year. A late heatwave in

September in combination with poor renewable output provided

the first strong price uptick. In December, the opposite, colder

than normal temperatures in combination with poor renewables

led to a second strong price uptick.

In 2021, the electricity prices continued to increase quarterly in

line with the increasing fuel prices and renewable power could

not provide the needed relief. In the second half of 2021, easing

COVID-19 pandemic restrictions and reopening economies

increased power demand and global fuel prices. Combination of

high natural gas prices and increasing power demand in the

fourth quarter of 2021 led to the highest prices ever recorded up

until that time.

In the first half of 2022, electricity prices marginally increased as

compared to levels during the fourth quarter of 2021 but were

more than three times higher than in the first half of 2021. Rising

fuel prices (i.e., thermal coal and natural gas) as well as

elevated CO2 prices lifted the marginal cost of hard coal and

natural gas power plants, which provides the floor and ceiling for

the power market. Power output from renewables was not

particularly strong for the first half of 2022, while hydro

reservoirs took a hit amid a lack of water. In the second half of

2022, low nuclear power availability in France put further stress

on the system. In 2022, electricity prices reached new highs

amid high natural gas prices. The third quarter of 2022

experienced the highest prices ever recorded; four to five times

higher than 2021. In the last quarter of 2022, electricity prices

declined with decreasing natural gas prices and lower power

demand amid mild weather conditions in Northwest Europe.

The following table shows quarterly average spot prices of

electricity in Germany, France and Belgium for the past three

years:


Electricity
Source: Thomson Reuters	Germany Baseload spot average price € per MWh	France Baseload spot average price € per MWh	Belgium Baseload spot average price € per MWh
Source: Thomson Reuters
Q1 2020	26.44	29.29	29.98
Q2 2020	20.36	18.13	18.62
Q3 2020	36.22	39.13	36.61
Q4 2020	38.85	42.22	42.28

Q1 2021	49.62	53.07	50.98
Q2 2021	60.68	64.24	62.69
Q3 2021	97.27	97.01	97.41
Q4 2021	178.77	221.19	204.18

Q1 2022	185.49	234.75	209.39
Q2 2022	188.67	226.27	194.98
Q3 2022	373.24	427.34	370.06
Q4 2022	192.10	213.41	201.65

Ocean freight

The dry bulk market experienced its weakest year in 2020 since

2016 as the Baltic Dry Index (“BDI”) average was at 1,066

points. The Capesize index averaged $13,073/day in 2020 while

the Panamax index averaged $8,587/day. In 2020, on the cape

size, a total of 104 vessels or 23.4 million deadweight was

delivered, 45 vessels were dismantled or 10.6 million

deadweight. In 2020, Panamax had a total deliveries of 148

vessels or 12.2 million deadweight delivered and 0.8 million

deadweight dismantled.

Throughout 2021, the market remained firm compared to 2020

but was extremely volatile, particularly in the second half of the

year with the third quarter being the strongest quarter. The BDI

average was at 2,943 points in 2021 as compared to 1,066

Management report

170

points in 2020. The Capesize index increased by 155% year-on-

year to an average of $33,333/day in 2021 as compared to

$13,073/day in 2020. The Panamax index increased by 171% to

an average of $26,898/day in 2021 as compared to $9,923/day

in 2020. Supramax rates hit multiyear highs in 2021, with the

Baltic TC average peaking at $39,860/day in October from

$11,305/day at the start of 2021 (+253%), before ending at

$25,188/day (+$13,883 /day +123% as compared to the start of

2021). The weighted average Supramax rate was $26,767/day

in 2021 as compared to $8,188/day in 2020 (+227%).

Fleet growth across all segments was relatively moderate in

2021 as compared to 2020, with an increase of 3.6% with the

average dry bulk demolition age climbing to 28.55 years from

27.19 in 2020, naturally driven by far stronger market conditions.

While 2021 was very much a year of recovery, with the dry bulk

market getting back on track after the COVID-19 pandemic, the

year 2022 was largely impacted by the conflict in Ukraine and

the associated challenges that followed. The BDI average was

at 1,934 points in 2022 compared to 2,943 points in 2021,

highlighting the general response to the forced change in trading

patterns which the conflict and subsequent sanctions created.

The Capesize index decreased by 51.4% year-on-year to

average $16,177/day in 2022 compared to $33,333/day in 2021.

The Panamax index decreased by 22.9% to an average of

$20,736/day as compared to $26,898/day in 2021. In 2022, the

Supramax index was in steady decline, averaging $22,152/day

as compared to $26,767/day, a 17.2% decline.

Among the changes resulting from the Ukraine conflict, a

reshuffling of some established trade routes involving Russia led

to an increase in tonne mileage which provided some support to

the market, particularly as alternative sources for Ukrainian

grain was sought in the early days of the conflict. An easing of

the high congestion levels seen at Chinese ports also freed up a

significant amount of capacity putting negative pressure on the

market, partially accounting for the challenging freight

environment seen last year.

Overall bulk carrier contracting in 2022 was 51.2% lower than in

2021 by number of vessels and 53.63% lower in terms of

deadweight, suggesting lower appetite for risk among investors

as the global financial market faces inflationary pressures and

increased uncertainty ahead.

Sources: Baltic Index, Clarksons Platou

Impact of exchange rate movements

Because a substantial portion of ArcelorMittal’s assets, liabilities,

sales and earnings are denominated in currencies other than

the U.S. dollar (its reporting currency), ArcelorMittal has

exposure to fluctuations in the values of these currencies

relative to the U.S. dollar. These currency fluctuations,

especially the fluctuation of the U.S. dollar relative to the euro,

as well as fluctuations in the currencies of the other countries in

which ArcelorMittal has significant operations and sales, can

have a material impact on its results of operations. For example,

ArcelorMittal’s subsidiaries may purchase raw materials,

including iron ore and coking coal, in U.S. dollars, but may sell

finished steel products in other currencies. Consequently, an

appreciation of the U.S. dollar will increase the cost of raw

materials; thereby having a negative impact on the Company’s

operating margins, unless the Company is able to pass along

the higher cost in the form of higher selling prices. In order to

minimize its currency exposure, ArcelorMittal enters into

hedging transactions to lock-in a set exchange rate, as per its

risk management policies.

Since April 1, 2018, the Company has designated a portfolio of

euro denominated debt (€4.9 billion as of December 31, 2022)

as a hedge of certain euro denominated investments (€8.8

billion as of December 31, 2022) in order to mitigate the foreign

currency risk arising from certain euro denominated subsidiaries

net assets. The risk arises from the fluctuation in spot exchange

rates between EUR/USD, which causes the amount of the net

investments to vary. See also note 6.3 to the consolidated

financial statements. As a result of the hedge designation,

foreign exchange gains and losses related to the portfolio of

euro denominated debt are recognized in other comprehensive

income.

As of December 31, 2022, the Company is mainly subject to

foreign exchange exposure relating to the euro, Brazilian real,

Canadian dollar, Indian rupee, Kazakh tenge, South African

rand, Mexican peso, Polish zloty, Argentinian peso and

Ukrainian hryvnia against the U.S. dollar resulting from its trade

payables and receivables.

In 2022 the euro depreciated against the U.S. dollar from 1.1326

on December 31, 2021 to 1.0666 on December 31, 2022,

because of a rate differential following the rate hikes by U.S.

Federal Reserve. The war in Ukraine accentuated the risks and

thus contributed to the appreciation of the U.S. dollar, while

markets weighed the risks of global recession in a context of

rising inflation.

The Polish zloty depreciated against the U.S dollar throughout

2022 from 4.06 on December 31, 2021 to 4.39 on December 31,

2022, suffering from the uncertainties and volatility triggered by

the war in Ukraine, high inflation and by the rate differentials

compared to the U.S. dollar.

The Ukrainian hryvnia depreciated against the U.S. dollar until

February 2, 2022 before being frozen at 29.2549 until July 20,

2022 by the National Bank of Ukraine. The exchange rate was

subsequently updated and fixed at 36.5686 as of July 21, 2022.

Management report

171

The Kazakh tenge depreciated against the U.S. dollar from

431.67 at December 31, 2021 to 462.65 on December 31, 2022.

The high correlation with Russia’s war has caused high inflation

and logistical disruption with geopolitical risks.

The Indian rupee depreciated against the U.S. dollar from 74.37

at December 31, 2021 to 82.67 at December 31, 2022 due to

rate differential with the United States, outflow of capital and

India’s high dependency on energy imports in a context of

surging prices.

The South African rand depreciated against the U.S. dollar from

15.91 at December 31, 2021 to 16.96 on December 31, 2022 in

the context of higher inflation and U.S. dollar strength.

The Canadian dollar depreciated in 2022 compared to 2021

against the U.S. dollar, from 1.27 at December 31, 2021 to 1.35

at December 31, 2022. Decrease in commodity prices

contributed to the depreciation of the Canadian dollar, as well as

the risk of global recession and of high inflation. Furthermore,

the rate differential between the U.S. dollar and the Canadian

dollar helped the U.S. dollar to appreciate.

The Mexican peso appreciated in 2022 against the U.S. dollar

from 20.43 on December 31, 2021 to 19.55 on December 31,

2022 due to the hikes in Mexico central bank's rates and strong

U.S. production demand providing a favorable external balance

to support the currency.

In 2022, Brazilian real appreciated against the U.S. dollar, from

5.58 at December 31, 2021 to 5.22 at December 31, 2022, due

to the central bank's rate hike and to the presidential elections.

The Argentinian peso depreciated against the U.S. dollar in

2022 from 102.72 at December 31, 2021 to 177.16 at December

31, 2022 in connection with poor economy conditions, debt

issues and extreme inflation around 90%.

Consolidation in the steel and mining industries

Prior to 2017, consolidation transactions had decreased

significantly in terms of number and value in the context of

economic uncertainty in developed economies combined with a

slowdown in emerging markets.

However, in an effort to reduce the worldwide structural

overcapacity, some key consolidation steps were undertaken in

2021, 2020 and 2019, specifically in China, in the U.S. and in

Europe.

Steel industry consolidation in China aims at enhancing

international competitiveness, reducing overcapacity,

rationalizing steel production based on obsolete technology,

improving energy efficiency, achieving environmental targets

and strengthening the bargaining position of Chinese steel

companies in price negotiations for iron ore during a time of

heightened emphasis on decarbonization. The Chinese

government had set a target that 60-70% of steel should be

produced by the top ten steel groups by 2025. However, in

2021, the Chinese government focused on setting a target to

increase the proportion of the top five steelmakers' crude steel

output to China's total output to 40% by 2025. Baowu Steel

Group ("Baowu"), the world's largest steelmaker, remains at the

forefront of consolidation efforts within China's steel industry. In

September 2019, Baowu and Magang (Group) Holding Co. Ltd

("Magang") signed a partnership agreement where Baowu

secured a 51% stake in Magang, increasing Baowu's steel

production capacity to approximately 90 million tonnes and

representing a big step in the ongoing consolidation of the

Chinese steel industry. In November 2020, Baowu increased its

steel production capacity to 115 million tonnes after the

acquisition of Yili Steel. In February 2021, Baowu acquired a

90% controlling stake in Kunming Iron and Steel, which

increased its steel production capacity to 125 million tonnes. In

July 2021, Baowu announced that it would take over China's

seventh-largest steel producer Shandong Iron and Steel, and in

October 2022, Jiangxi province signed an agreement to transfer

a 51% shareholding in Xinyu Iron & Steel Group (Xingang

Group) to Baowu, increasing Baowu's steel production capacity

by 10 million tonnes. Both acquisitions and the announced

integration of Baotou Iron and Steel Group (Baogang Group) in

2022, once complete, will increase Baowu's annual crude steel

production to about 182 million tonnes.

In Europe, on October 29, 2019, Liberty House Group

announced a merger with GFG Alliance's steel businesses to

create Liberty Steel Group with a capacity of 18 million tonnes.

According to the announcement, Liberty Steel Group will be the

eighth largest steel producer outside China, with operations

stretching from Australia to continental Europe, the United

Kingdom and the United States. In November 2018,

ArcelorMittal completed the acquisition (via a long-term lease) of

ArcelorMittal Italia, Europe’s largest single steel site and only

integrated steelmaker in Italy with its main production facility

based in Taranto. The transaction was approved by the

European Commission on May 7, 2018 subject to the disposal

of certain assets in Italy, Romania, North Macedonia, the Czech

Republic, Luxembourg and Belgium, which were sold to Liberty

Steel Group in June 2019. In December 2020, ArcelorMittal

signed an agreement with Invitalia to form a public-private

partnership, which became effective mid-April 2021.

In another step towards consolidation in the United States,

United States Steel Corp announced on October 1, 2019 that it

reached an agreement to purchase a minority stake in Big River

Steel with an option to take complete control of the company

over four years; and in January 2021, United States Steel

acquired Big River Steel in its entirety. On December 3, 2019,

AK Steel and Cleveland Cliffs announced an all stock merger

Management report

172

which was completed in March 2020. Additionally, in December

2020, ArcelorMittal sold ArcelorMittal USA's operations to

Cleveland-Cliffs.

In December 2019, ArcelorMittal and Nippon Steel Corporation

("NSC") completed the acquisition of AMNS India through a joint

venture agreement and following the submission of a

competitive resolution plan setting out a positive future for the

bankrupt company, an integrated flat steel producer and the

largest steel company in western India. See “Business overview

—Properties and capital expenditures—Property, plant and

equipment—Investments in joint ventures”.

Further consolidation in the future should allow the steel industry

to perform more consistently through industry cycles by

achieving greater efficiencies and economies of scale.

Critical accounting policies and use of judgments and estimates

Management’s discussion and analysis of ArcelorMittal’s

operational results and financial condition is based on

ArcelorMittal’s consolidated financial statements, which have

been prepared in accordance with IFRS. The preparation of

financial statements in conformity with IFRS recognition and

measurement principles and, in particular, making the critical

accounting judgments highlighted below require the use of

estimates and assumptions that affect the reported amounts of

assets, liabilities, revenues and expenses. Management reviews

its estimates on an ongoing basis using currently available

information. Changes in facts and circumstances or obtaining

new information or more experience may result in revised

estimates, and actual results could differ from those estimates.

An overview of ArcelorMittal's critical accounting policies under

which significant judgments, estimates and assumptions are

made may be found in note 1.2 to the consolidated financial

statements.

Export sales

Because ArcelorMittal’s customers are mainly based outside its

home country of Luxembourg, all of its sales are considered to

be export sales. Annual sales to a single individual customer did

not exceed 5% of sales in any of the periods presented.

Legal proceedings

ArcelorMittal is currently and may in the future be involved in

litigation, arbitration or other legal proceedings. Provisions

related to legal and arbitration proceedings are recorded in

accordance with the accounting policies described in note 9.1 to

ArcelorMittal’s consolidated financial statements. Please refer to

note 9.3 for a description of contingencies, including legal

proceedings.

Operating results

The following discussion and analysis should be read in

conjunction with ArcelorMittal’s consolidated financial

statements included in this annual report.

ArcelorMittal reports its operations in five reportable segments:

NAFTA, Brazil, Europe, ACIS and Mining. The key performance

indicators that ArcelorMittal’s management uses to analyze

operations are sales, average steel selling prices, crude steel

production, steel shipments, iron ore production and operating

income. Management’s analysis of liquidity and capital

resources is driven by net cash flow from operations less capital

expenditures.

As from April 1, 2021, ArcelorMittal implemented changes to its

organizational structure whereby primary responsibility for

captive mining operations whose output is mainly consumed by

their respective steel segments has been transferred to such

segments. The Mining segment retains primary responsibility for

the operation of the seaborne oriented operations at AMMC and

AML and continues to provide technical support to all mining

operations within the Company. Accordingly, the Company

modified the structure of its segment information in order to

reflect changes in its approach to managing its operations and

segment disclosures have been recast to reflect this new

segmentation. Only the seaborne-oriented operations of AMMC

and AML are reported within the Mining segment. The results of

all other mines are henceforth accounted for within the steel

segment that it primarily supplies.

Management report

173

Years ended December 31, 2022, 2021 and 2020

Sales, operating income, crude steel production, steel shipments, average steel selling prices and mining production

The following tables provide a summary of ArcelorMittal’s performance by reportable segment for the years ended December 31, 2022,

2021 and 2020:


	Sales for the year ended December 31,1			Operating income (loss) for the year ended December 31,2
	2022	2021	2020	2022	2021	2020
Segment	(in $ millions)	(in $ millions)	(in $ millions)	(in $ millions)	(in $ millions)	(in $ millions)
NAFTA	13,774	12,530	13,668	2,818	2,800	1,684
Brazil	13,732	12,856	6,336	2,775	3,798	777
Europe	47,263	43,334	28,071	4,292	5,672	(1,439)
ACIS	6,368	9,854	5,737	(930)	2,705	209
Mining	3,396	4,045	2,785	1,483	2,371	1,247
Others and eliminations	(4,689)	(6,048)	(3,327)	(166)	(370)	(368)
Total	79,844	76,571	53,270	10,272	16,976	2,110

1.Amounts are prior to inter-segment eliminations (except for total) and sales include non-steel sales.

2.Others and eliminations to segment operating income reflects certain adjustments made to operating income of the segments to reflect corporate costs, income from non-

steel operations (e.g. energy, logistics and shipping services) and the elimination of stock margins between segments. See table below.


Others and eliminations - operating (loss) income	Year ended December 31,
	2022	2021	2020
	(in $ millions)	(in $ millions)	(in $ millions)
Corporate and shared services 1	(234)	(201)	(199)
Financial activities	(19)	(21)	(22)
Shipping and logistics	12	15	6
Intragroup stock margin eliminations	110	(123)	(110)
Depreciation and impairment	(35)	(40)	(43)
Total adjustments to segment operating income and other	(166)	(370)	(368)

1.Includes primarily staff and other holding costs and results from shared service activities.

Shipments and average steel selling price

ArcelorMittal had steel shipments of 55.9 million tonnes for the

year ended December 31, 2022 as compared to steel shipments

of 62.9 million tonnes for the year ended December 31, 2021,

representing a 11.2% decrease. On a comparable basis,

excluding the shipments of ArcelorMittal Italia, deconsolidated

as from April 14, 2021 and excluding the shipments of Ukraine

(in both periods), steel shipments decreased by 4.5%.

While NAFTA shipments remained stable, the following

segments experienced year on year shipment declines in 2022:

Europe 9.0% (6.2% on a comparable basis excluding shipments

of ArcelorMittal Italia), Brazil 1.5%, ACIS 38.4% (9.4% on a

comparable basis excluding shipments of Ukraine in both

periods).

Steel shipments decreased 8.7% to 29.7 million tonnes in the

first half of 2022 compared to 32.6 million tonnes for the first half

of 2021. On a comparable basis excluding the impact of

ArcelorMittal Italia (deconsolidated as from April 14, 2021), steel

shipments decreased by 5.8% in the first half of 2022 as

compared to the first half of 2021. The decrease in steel

shipments was mainly due to the lower shipments in ACIS

segment (39.0% primarily due to the conflict between Russia

and Ukraine) and in NAFTA segment (3.7%). Steel shipments

decreased 13.7% to 26.2 million tonnes in the second half of

2022 compared to 30.3 million tonnes in the second half of

2021, due to the ongoing war in Ukraine and lower apparent

demand driven by weaker macroeconomic conditions and

significant destocking in all other regions,

ArcelorMittal had steel shipments of 62.9 million tonnes for the

year ended December 31, 2021 as compared to steel shipments

of 69.1 million tonnes for the year ended December 31, 2020,

representing a decrease of 8.9%. On a comparable basis,

excluding the shipments from ArcelorMittal USA, sold to

Cleveland-Cliffs on December 9, 2020, and ArcelorMittal Italia,

deconsolidated as from April 14, 2021), steel shipments for 2021

increased by 9.2% as a result of the broad based recovery in

demand following the impacts of COVID-19 on 2020 operations.

Management report

174

While NAFTA was down 46.5% (due to factors discussed

above), the following segments experienced year on year

shipment growth in 2021: Europe 0.9%, Brazil 24.3%, ACIS

4.8%. On a comparable basis, all segments experienced year

on year shipment growth in 2021: Europe 8.9%, Brazil 24.3%,

ACIS 4.8% and NAFTA 8.0%.

Steel shipments decreased 5.2% to 32.6 million tonnes in the

first half of 2021 compared to 34.3 million tonnes for the first half

of 2020. Steel shipments decreased 12.8% to 30.3 million

tonnes in the second half of 2021 compared to 34.8 million

tonnes in the second half of 2020. On a comparable basis

excluding the impact of ArcelorMittal USA and ArcelorMittal

Italia, steel shipments increased by 13.4% and 4.8% in the first

and second half of 2021, compared to the first and second half

2020, as economic activities continued to recover.

Average steel selling prices increased by 16.6% for the year

ended December 31, 2022 as compared to the year ended

December 31, 2021 in line with the sharp increase in

international steel selling prices in the first half of 2022, following

the start of the Russia-Ukraine conflict: average steel selling

prices increased by 37.7% in the first half of 2022 as compared

to the first half of 2021 and decreased by 1.9% in the second

half of 2022 in line with international prices, as compared to the

second half of 2021.

Average steel selling prices increased by 54.2% for the year

ended December 31, 2021 as compared to the year ended

December 31, 2020 in the context of a strong international

pricing environment. Average steel selling prices in the first half

of 2021 increased by 41.5% as compared to the first half of

2020 and increased by 67.5% in the second half of 2021 as

compared to the second half of 2020.

Sales

ArcelorMittal had sales of $79.8 billion for the year ended

December 31, 2022, representing a 4.3% increase from sales of

$76.6 billion for the year ended December 31, 2021, primarily

due to 16.6% higher average steel selling prices partly offset by

11.2% lower steel shipments. In the first half of 2022, sales were

$44.0 billion increasing from $35.5 billion in the first half of 2021,

primarily due to 37.7% higher average steel selling prices partly

offset by 8.7% lower steel shipments, In the second half of

2022, sales of $35.9 billion represented a 12.6% decrease as

compared to sales of $41.0 billion in the second half of 2021,

primarily driven by a 1.9% decrease in average steel selling

prices and 13.7% lower steel shipments.

ArcelorMittal had sales of $76.6 billion for the year ended

December 31, 2021, representing a 43.7% increase from sales

of $53.3 billion for the year ended December 31, 2020, primarily

due to 54.2% higher average steel selling prices and higher iron

ore prices partly offset by 8.9% lower steel shipments following

the disposal of ArcelorMittal USA and the deconsolidation of

ArcelorMittal Italia. In the first half of 2021, sales were $35.5

billion increasing from $25.8 billion in the first half of 2020,

primarily due to 41.5% higher average steel selling prices partly

offset by 5.2% lower steel shipments following such change in

the scope of consolidation. In the second half of 2021, sales of

$41.1 billion represented a 49.6% increase as compared to

sales of $27.5 billion in the second half of 2020, primarily driven

by a 67.5% increase in average steel selling prices partly offset

by 12.8% lower steel shipments.

Cost of sales

Cost of sales consists primarily of purchases of raw materials

necessary for steel-making (iron ore, coke and coking coal,

scrap and alloys), energy, repair and maintenance costs, as well

as direct labor costs, depreciation and impairment. Cost of sales

for the year ended December 31, 2022 was $67.3 billion as

compared to $57.3 billion for the year ended December 31,

2021, mainly driven by higher raw material and energy costs

(see below for more details) offset in part by lower shipments.

Cost of sales for the year ended December 31, 2022 also

included a $1.0 billion impairment charge relating to

ArcelorMittal Kryviy Rih’s property, plant and equipment and

intangibles due to the significant uncertainty about the evolution

of the geopolitical context in Ukraine and the timing and ability

for the Company to resume operations to a normal level.

For the years ended December 31, 2022, 2021, and 2020, cost

of sales included the following energy costs:


in millions of USD	2022	2021	2020
Electricity for production	4,360	3,289	2,290
Natural and other gases	3,326	2,242	1,336
Other energy and utilities	1,902	1,323	975
Total	9,588	6,854	4,601

Energy costs represented 14%, 12% and 9% of cost of sales for

the years ended December 31, 2022, 2021, and 2020,

respectively. In the context of rising energy costs in particular for

the Company’s European operations due to the war in Ukraine,

ArcelorMittal has taken cost mitigating actions including hedging

a part of its future energy consumption, (in accordance with the

Group's commodity price hedging policy) as well as operational

savings. In the case of natural gas, the Company has taken

several actions to minimize the consumption of natural gas

throughout its production process, including optimization of the

reuse of blast furnace gases and coke oven battery gases, and

enhancement of oxygen enrichment combustion for reheating

furnaces, enabling the Company to decrease natural gas

consumption per tonne of steel in Europe by 21% in 2022 as

compared to 2021.

Management report

175

Apart from the impairment charge mentioned above, cost of

sales for the year ended December 31, 2022 also included $0.5

billion of inventory related charges to reflect the net realizable

value of inventory with declining market prices in Europe,

partially offset by a $0.1 billion bargain purchase gain on the

acquisition of ArcelorMittal Texas HBI and a $0.1 billion gain

following the settlement of a claim by ArcelorMittal for a breach

of a supply contract.

Cost of sales for the year ended December 31, 2021 was $57.3

billion as compared to $49.1 billion for the year ended

December 31, 2020, mainly driven by higher raw material costs

offset in part by lower shipments and lower inventory related

charges. Cost of sales for the year ended December 31, 2021

included a $218 million impairment reversal related to the

Sestao facility in Spain, which was partly offset by $123 million

charges with respect to the expected decommissioning costs of

the dam at the Serra Azul mine in Brazil.

Depreciation for the year ended December 31, 2022, was $2.6

billion slightly higher as compared to $2.5 billion for the year

ended December 31, 2021 primarily driven by changes in useful

lives estimates for certain assets in Europe and Canada due to

decarbonization projects. In 2021, depreciation was $2.5 billion

as compared to $3.0 billion for the year ended December 31,

2020 largely due to the sale of ArcelorMittal USA and the

deconsolidation of ArcelorMittal Italia. For the year 2023,

depreciation is expected to be approximately $2.6 billion (based

on current exchange rates).

Selling, general and administrative expenses

Selling, general and administrative expenses ("SG&A") were

$2.3 billion for the year ended December 31, 2022 as compared

to $2.3 billion for the year ended December 31, 2021 and $2.0

billion for the year ended December 31, 2020. SG&A as a

percentage of sales decreased for the year ended

December 31, 2022 (2.8%) as compared to 2021 (2.9%) and

2020 (3.8%).

Operating income

ArcelorMittal’s operating income for the year ended December

31, 2022 was $10.3 billion as compared to $17.0 billion for the

year ended December 31, 2021, primarily driven by a negative

price-cost effect, including in particular higher coal and energy

costs, lower steel shipments, negative translation effect and the

impairment charge, inventory related charges, bargain purchase

gain and gain resulting from a litigation settlement, totaling $1.3

billion as discussed above.

ArcelorMittal’s operating income for the year ended December

31, 2021 was $17.0 billion as compared to $2.1 billion for the

year ended December 31, 2020, primarily driven by positive

steel price-cost effects and improved iron ore reference prices

(46.7% increase year on year).

ArcelorMittal’s operating income for the year ended December

31, 2020 was impacted by the gain on the sale of ArcelorMittal

USA and impairment charges for European plate assets.

Operating income was also impacted by weaker operating

conditions including a negative price-cost effect in steel

segments and lower steel shipments due to the COVID-19

pandemic offset in part by the fixed cost savings and improved

mining performance, driven by higher seaborne iron ore

reference prices (which were up 16.2%).


NAFTA
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2022	2021	2020
Sales	13,774	12,530	13,668
Depreciation	(427)	(325)	(537)
Net impairment reversal (charges)	—	—	660
Operating income	2,818	2,800	1,684
Crude steel production (thousand tonnes)	8,271	8,487	17,813
Flat product shipments	7,121	6,879	15,422
Long product shipments	2,739	3,088	2,884
Others and eliminations	(274)	(381)	(404)
Total steel shipments (thousand tonnes) *	9,586	9,586	17,902
Average steel selling price (USD/tonne)	1,215	1,128	702

*NAFTA steel shipments reported figures include shipments sourced by NAFTA

from Group subsidiaries and sold to the Calvert JV that are eliminated on

consolidation.

Crude steel production, steel shipments and average steel

selling price

Crude steel production for the NAFTA segment decreased 2.5%

to 8.3 million tonnes for the year ended December 31, 2022 as

compared to 8.5 million tonnes for the year ended December

31, 2021. Crude steel production declined 7.3% in the first half

of 2022 as compared to the first half of 2021 primarily due to

lower flat and long production resulting from labor actions in

Mexico and at AMLPC. Crude steel production increased 2.7%

in the second half of 2022 as compared to the second half of

2021 which had been impacted by operational disruptions

(including the impact of hurricane Ida in the third quarter of

2021) in Mexico.

Crude steel production for the NAFTA segment decreased

52.4% to 8.5 million tonnes for the year ended December 31,

2021 as compared to 17.8 million tonnes for the year ended

December 31, 2020 primarily due to the sale of ArcelorMittal

USA on December 9, 2020 (on a comparable basis crude steel

production decreased marginally by 0.7%). Crude steel

production declined 51.7% in the first half of 2021 and 53.1% in

the second half of 2021 as compared to the first half of 2020

Management report

176

and the second half of 2020, respectively, for the same reason.

In the first quarter of 2021, crude steel production was impacted

by the disruption at Mexican operations due to severe weather.

Crude steel production increased by 4.5% in the second quarter

of 2021 as compared to the first quarter of 2021 following an

improvement in demand and the recovery of Mexican operations

post disruptions due to severe weather in the prior quarter.

Crude steel production increased 16.5% in the first half of 2021

after excluding the impact of ArcelorMittal USA disposal. Crude

steel production in the second half of 2021 was 0.6% lower than

in the second half of 2020 on a comparable basis primarily due

to operational disruptions (including the impact of Hurricane Ida

in Mexico) during the third quarter of 2021.

Steel shipments in the NAFTA segment remained stable for the

year ended December 31, 2022 as compared to the year ended

December 31, 2021. Steel shipments decreased 3.7% to 4.9

million tonnes for the first half of 2022, from 5.1 million tonnes

for the first half of 2021 primarily due to the labor actions in

Mexico and at AMLPC as described above and lower demand

for flat products in Canada. Steel shipments increased by 4.3%

in the second half of 2022 as compared to the second half of

2021 which had been impacted by weaker demand in North

America, including automotive, and lower production due to

operational disruptions as mentioned above.

Steel shipments in the NAFTA segment decreased 46.5% for

the year ended December 31, 2021 as compared to the year

ended December 31, 2020 primarily due to the sale of

ArcelorMittal USA (on a comparable basis, steel shipments

increased by 8.0%). Steel shipments decreased by 45.4% in the

first half of 2021 compared to the first half of the 2020 and by

47.7% in the second half of 2021 as compared to the second

half of 2020, primarily due to the sale of ArcelorMittal USA. On a

comparable basis and reflecting the improvement in demand,

steel shipments in the first half of 2021 increased by 18.4%

compared to the first half of 2020 which was impacted by

COVID-19. Steel shipments decreased by 1.9% in the second

half of 2021 as compared to the second half of 2020 primarily

due to weaker demand in North America, including automotive

and lower production as mentioned above.

Average steel selling prices in NAFTA segment increased 7.8%

for the year ended December 31, 2022 as compared to the year

ended December 31, 2021. In the first half of 2022, average

steel selling prices were 37.8% higher than the first half of 2021,

in line with the trend in market prices and the positive impact of

automotive contract resets. Average steel selling prices in the

second half of 2022 were 16.3% lower as compared to the

second half of 2021, in line with the trend in market prices.

Average steel selling prices in NAFTA segment increased 60.7%

for the year ended December 31, 2021 as compared to the year

ended December 31, 2020. In the first half of 2021, average

steel selling prices were 37.4% higher than the first half of 2020,

in line with the sharp increase in market prices. Average steel

selling prices in the second half of 2021 were 86.8% higher as

compared to the second half of 2020.

Sales

Sales in the NAFTA segment were $13.8 billion for the year

ended December 31, 2022, representing a 9.9% increase as

compared to the year ended December 31, 2021. Sales in the

NAFTA segment increased 28.3% to $7.4 billion for the first half

of 2022 as compared to $5.8 billion for the first half of 2021,

mainly due to 37.8% higher average steel selling prices offset in

part by 3.7% lower steel shipment volumes. Sales in the NAFTA

segment in the second half of 2022 decreased by 5.8% as

compared to the second half of 2021, mainly due to the sharp

decline in average steel selling prices, partially offset by the

increase in steel shipments.

Sales in the NAFTA segment were $12.5 billion for the year

ended December 31, 2021, representing a 8.3% decrease as

compared to the year ended December 31, 2020. Sales in the

NAFTA segment in first half of 2021 decreased by 18.9% as

compared to the first half of 2020, mainly due to the sale of

ArcelorMittal USA offset in part by higher average steel selling

prices. Sales in the NAFTA segment in the second half of 2021

increased by 3.2% as compared to the second half of 2020,

mainly due to the significant increase in average steel selling

prices, partially offset by the significant decrease in steel

shipments due to the sale of ArcelorMittal USA.

Operating income (loss)

Operating income for the NAFTA segment was stable at $2.8

billion for the year ended December 31, 2022 and December 31,

2021. In the first half of 2022, operating income for the NAFTA

segment was $1,871 million, as compared to $936 million in the

first half of 2021, mainly driven by a significant positive price-

cost effect, despite higher costs associated with the labor

actions in Mexico (approximately $120 million) and lower steel

shipments. Operating income for the NAFTA segment in the

second half of 2022 decreased by 49.2%, as compared to the

second half of 2021, mainly due to a negative price-cost effect

partially offset by an increase in steel shipments, a $0.1 billion

bargain purchase gain on the acquisition of ArcelorMittal Texas

HBI and a $0.1 billion gain following the settlement of a claim by

ArcelorMittal for a breach of a supply contract.

Operating income for the NAFTA segment was $2.8 billion for

the year ended December 31, 2021 as compared to $1.7 billion

for the year ended December 31, 2020. The increase in

operating income for the year ended December 31, 2021 was

mainly driven by significant positive price-cost effect and offset

in part by lower steel shipments following the sale of

ArcelorMittal USA in 2020. Operating income in 2020 included a

$1.5 billion gain on the sale of ArcelorMittal USA and a $660

Management report

177

million gain related to the partial reversal of impairments

recorded in ArcelorMittal USA following the announced sale, as

well as inventory related charges of $0.5 billion.


Brazil
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2022	2021	2020
Sales	13,732	12,856	6,336
Depreciation	(246)	(228)	(228)
Operating income	2,775	3,798	777
Crude steel production (thousand tonnes)	11,877	12,413	9,539
Flat product shipments	6,423	6,425	4,722
Long product shipments	5,179	5,332	4,740
Others and eliminations	(86)	(62)	(52)
Total steel shipments (thousand tonnes)	11,516	11,695	9,410
Average steel selling price (USD/tonne)	1,114	1,030	634

Crude steel production, steel shipments and average steel

selling price

Crude steel production for the Brazil segment decreased 4.3%

to 11.9 million tonnes for the year ended December 31, 2022 as

compared to 12.4 million tonnes for the year ended December

31, 2021.

Crude steel production in the Brazil segment decreased

marginally 0.9% to 6.1 million tonnes in the first half of 2022 as

compared to 6.2 million tonnes for the first half of 2021. Crude

steel production in the Brazil segment decreased 7.7% to 5.8

million tonnes for the second half of 2022 as compared to 6.2

million tonnes for the second half of 2021, primarily due to lower

demand from export markets.

Crude steel production for the Brazil segment increased 30.1%

to 12.4 million tonnes for the year ended December 31, 2021 as

compared to 9.5 million tonnes for the year ended December

31, 2020 due to higher production in both flat (following the

restart of BF#3 at ArcelorMittal Tubarão in the fourth quarter of

2020) and long products due to the continued recovery in

demand as compared to 2020, when production was adapted to

match the reduced demand levels driven by the COVID-19

pandemic. In particular, the Company idled ArcelorMittal

Tubarão's blast furnace No. 3 from April 21, 2020, and

implemented production curtailments in Argentina and of long

product capacity in Brazil, to match demand levels.

Subsequently, given the sharp recovery in domestic demand,

improving export market conditions and a favorable cost

position, the Company restarted activities at ArcelorMittal

Tubarão's blast furnace No. 2 in July 2020 and blast furnace No.

3 in October 2020 and substantially all of its long product

capacity in Brazil, given the recovery in demand in the second

half of 2020.

Steel shipments decreased 1.5% to 11.5 million tonnes for the

year ended December 31, 2022 as compared to 11.7 million

tonnes for the year ended December 31, 2021. Steel shipments

increased 3.6% to 6.0 million tonnes in the first half of 2022 as

compared to 5.8 million tonnes for the first half of 2021 primarily

due to higher export volumes. Steel shipments in the second

half of 2022 decreased 6.6% as compared to the second half of

2021, primarily due to lower export volumes with domestic

shipments up slightly year on year.

Steel shipments increased 24.3% to 11.7 million tonnes for the

year ended December 31, 2021 as compared to 9.4 million

tonnes for the year ended December 31, 2020. Steel shipments

increased 32.3% in the first half of 2021 as compared to the first

half of 2020 primarily due to the recovery in demand for both flat

(domestic and exports) and long products, as economic activity

continued to recover throughout the first half of 2021, while the

first half of 2020 was impacted by the COVID-19 pandemic.

Steel shipments in the second half of 2021 increased 17.3% as

compared to the second half of 2020, primarily driven by

continued recovery in demand.

Average steel selling prices increased 8.1% for the year ended

December 31, 2022 as compared to the year ended December

31, 2021 in line with the trend in market prices. Average steel

selling prices increased 21.0% in the first half of 2022 compared

to the first half of 2021 in line with the trend in market prices but

decreased 2.8% in the second half of 2022 compared to the

second half of 2021 in line with market trends in particular for

export markets.

Average steel selling prices increased 62.5% for the year ended

December 31, 2021 as compared to the year ended December

31, 2020 in line with the sharp increase in market prices.

Average steel selling prices increased 56.9% in the first half of

2021 compared to the first half of 2020 and increased 68.4% in

the second half of 2021 compared to the second half of 2020.

Steel selling prices decreased however 12.3% in the fourth

quarter of 2021 as compared to the third quarter of 2021.

Sales

In the Brazil segment, sales increased 6.8% to $13.7 billion for

the year ended December 31, 2022 as compared to the year

ended December 31, 2021, primarily due to 8.1% higher

average steel selling prices offset in part by 1.5% lower steel

shipments. In the first half of 2022, sales increased 26.8% to

$7.4 billion as compared to $5.8 billion for the first half of 2021

primarily due to 21.0% higher average steel selling prices with

higher domestic and export prices and 3.6% higher steel

shipments. In the second half of 2022, sales decreased 9.6% to

$6.4 billion as compared to $7.1 billion for the second half of

Management report

178

2021 driven by a 6.6% decrease in shipments and 2.8%

decrease in average steel selling prices.

In the Brazil segment, sales increased 102.9% to $12.9 billion

for the year ended December 31, 2021 as compared to the year

ended December 31, 2020, primarily due to 62.5% higher

average steel selling prices and 24.3% higher steel shipments.

In the first half of 2021, sales increased 106.6% to $5.8 billion

as compared to $2.8 billion for the first half of 2020 primarily due

to 56.9% higher average steel selling prices and 32.3% higher

steel shipments. In the second half of 2021, sales increased

100.0% to $7.1 billion as compared to $3.5 billion for the second

half of 2020 driven by a 17.3% increase in shipments and 68.4%

increase in average steel selling prices.

Operating income

Operating income for the Brazil segment was $2.8 billion for the

year ended December 31, 2022, representing a 26.9% decrease

as compared to the year ended December 31, 2021 as a result

of negative factors in the second half of 2022 as described

below. Operating income in the first half of 2022 was $1,875

million as compared to $1,742 million in the first half of 2021,

primarily driven by higher steel shipments, partly offset by the

negative mix effect of a higher share of exports, and a gain of

$0.2 billion related to PIS/COFINS tax credits related to scrap

purchases for prior periods. Operating income in the second half

of 2022 was $901 million as compared to $2,056 million in the

second half of 2021, mainly due to a negative price-cost effect,

and lower shipments.

Operating income for the Brazil segment was $3.8 billion for the

year ended December 31, 2021, representing a 389.0%

increase as compared to the year ended December 31, 2020.

Operating income in the first half and the second half of 2021

increased 539.9% and 307.1%, respectively, as compared to the

first half and the second half of 2020, primarily due to a positive

price-cost effect and higher steel shipments. Operating income

in the second half of 2021 also included the impact of $123

million related to expected costs for the decommissioning of the

dam at the Serra Azul mine in Brazil.


Europe
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2022	2021	2020
Sales	47,263	43,334	28,071
Depreciation	(1,268)	(1,252)	(1,418)
Net impairment reversal (charges)	—	218	(527)
Operating income (loss)	4,292	5,672	(1,439)
Crude steel production (thousand tonnes)	31,904	36,795	34,004
Flat product shipments	21,387	23,485	23,907
Long product shipments	8,321	9,236	8,550
Others and eliminations	474	461	416
Total steel shipments (thousand tonnes)	30,182	33,182	32,873
Average steel selling price (USD/tonne)	1,191	986	655

Crude steel production, steel shipments and average steel

selling price

Crude steel production for the Europe segment decreased

13.3% to 31.9 million tonnes for the year ended December 31,

2022 as compared to 36.8 million tonnes for the year ended

December 31, 2021, mainly due to significantly lower apparent

demand driven by destocking and adjustment of production in

line with demand as a consequence, and the impact of the

deconsolidation of ArcelorMittal Italia as described below. Crude

steel production decreased 11.2% to 16.9 million tonnes in the

first half of 2022 from 19.1 million tonnes in the first half of 2021.

Operations relating to ArcelorMittal Italia were included until April

14, 2021 and then accounted for under the equity method

following the formation of a public-private partnership between

Invitalia and ArcelorMittal (renamed Acciaierie d’Italia).

Excluding the impact of the Acciaierie d’Italia deconsolidation,

steel production in the Europe segment in the first half of 2022

decreased by 5.4% compared to the first half of 2021, due to

adjustment of production following the decline in apparent

demand and the impact of responses to higher energy prices.

Crude steel production decreased 15.6% to 15.0 million tonnes

in the second half of 2022 from 17.7 million tonnes in the

second half of 2021. Given the weaker macroeconomic

conditions and order book, high energy and carbon costs and

rising imports, during the third and fourth quarter of 2022, the

Company curtailed production and temporarily idled steel

making and finishing asset in France, Spain, Germany and

Poland to bring supply in line with addressable demand. As

apparent demand conditions were showing signs of

improvement early 2023, the Company has gradually restarted

capacity.

Crude steel production for the Europe segment increased 8.2%

to 36.8 million tonnes for the year ended December 31, 2021 as

Management report

179

compared to 34.0 million tonnes for the year ended December

31, 2020, as demand and activity levels improved, including

automotive, industrial production and manufacturing activity.

Crude steel production increased 12.3% to 19.1 million tonnes

in the first half of 2021 from 17.0 million tonnes in the first half of

2020 (impacted by the COVID-19 pandemic), including the

restart of BF#B in Ghent, Belgium in March following a planned

major reline. Crude steel production increased 4.1% to 17.7

million tonnes in the second half of 2021 from 17.0 million

tonnes in the second half of 2020 mainly due to the factors

discussed above. Operations relating to ArcelorMittal Italia were

included until April 14, 2021 and then accounted for under the

equity method as described above. As a result, excluding the

impact of the Acciaierie d'Italia deconsolidation, steel production

increased by 17.9% in the first half of 2021 and 15.1% in the

second half of 2021 compared to the previous year.

Steel shipments were 30.2 million tonnes for the year ended

December 31, 2022, representing a 9.0% decrease from steel

shipments of 33.2 million for the year ended December 31,

2021. Excluding the impact of Acciaierie d'Italia, shipments

decreased 6.1% as compared to 2021. Steel shipments

decreased 5.8% to 16.3 million tonnes in the first half of 2022,

from 17.3 million tonnes in the first half of 2021 mainly due to

the deconsolidation of ArcelorMittal Italia as described above.

Excluding the impact of the Acciaierie d’Italia deconsolidation,

steel shipments in Europe segment remained stable. Steel

shipments decreased 12.6% in the second half of 2022

compared to the second half of 2021, primarily due to weaker

apparent demand, as discussed earlier.

Steel shipments were 33.2 million tonnes for the year ended

December 31, 2021, a marginal 0.9% increase from steel

shipments of 32.9 million for the year ended December 31,

2020. Excluding the impact of Acciaierie d'Italia, shipments

increased 8.9% as compared to 2020. Steel shipments

increased 7.4% to 17.3 million tonnes in the first half of 2021,

from 16.1 million tonnes in the first half of 2020 (impacted by the

COVID-19 pandemic), due to higher flat and long steel

shipments, as demand and activity levels improved. Steel

shipments decreased 5.3% in the second half of 2021 compared

to the second half of 2020, primarily due to the lower shipments

related to the deconsolidation of ArcelorMittal Italia (on a

comparable basis, steel shipments in the second half of 2021

were 6.3% higher than in the second half of 2020).

Average steel selling prices increased 20.8% for the year ended

December 31, 2022 as compared to the year ended December

31, 2021. Average steel selling prices increased 42.9% during

the first half of 2022 as compared to the first half of 2021 in line

with the trend in market prices and supported by the positive

impact of annual contract price resets, offset in part by a

negative translation impact due to euro depreciation. Average

steel selling prices increased marginally by 1.3% during the

second half of 2022 as compared to the second half of 2021.

Average steel selling prices in the Europe segment increased

50.6% for the year ended December 31, 2021 as compared to

the year ended December 31, 2020 in line with the higher

market prices. Average steel selling prices increased 38.0%

during the first half of 2021 as compared to the first half of 2020

and increased 63.8% during the second half of 2021 as

compared to the second half of 2020.

Sales

Sales in the Europe segment were $47.3 billion for the year

ended December 31, 2022, representing a 9.1% increase as

compared to sales of $43.3 billion for the year ended December

31, 2021, primarily due to a 20.8% increase in average steel

selling prices offset in part by 9.0% decrease in steel shipments.

In the first half of 2022, sales increased by 32.3% to $26.5

billion as compared to $20.0 billion in the first half of 2021. In the

second half of 2022, sales decreased by 10.9% to $20.8 billion

as compared to $23.3 billion in the second half of 2021.

Sales in the Europe segment were $43.3 billion for the year

ended December 31, 2021, representing a 54.4% increase as

compared to sales of $28.1 billion for the year ended December

31, 2020, primarily due to a 50.6% increase in average steel

selling prices and a 0.9% increase in steel shipments. Sales

increased by 48.9% and 59.5% in the first and second half of

2021, respectively, as compared to the first and second half of

2020.

Operating income (loss)

Operating income for the Europe segment for the year ended

December 31, 2022 was $4.3 billion as compared to operating

income of $5.7 billion for the year ended December 31, 2021.

Operating income was lower in 2022 mainly due to lower

shipments, higher coal and energy costs, inventory related

charges of $0.5 billion and a negative translation impact due to

euro depreciation, partly offset by higher selling prices.

Operating income was $4.1 billion for the first half of 2022 as

compared to $1.9 billion for the first half of 2021, primarily due to

a positive price-cost effect, including the impact of annual

contract pricing resets, partly offset by a negative translation

effect due to euro depreciation. Operating income decreased to

$0.2 billion for the second half of 2022 (with an operating loss in

the fourth quarter of 2022) as compared to $3.8 billion for the

second half of 2021 primarily due to a negative price cost-effect,

lower shipments, inventory related charges of $0.5 billion in Q3

2022 (to reflect the net realizable value of inventory due to

declining market prices in Europe), and higher energy costs.

Operating income for the second half of 2021 also included

impairment reversal of $218 million and provision for early

retirement of $55 million as further described below.

Management report

180

Operating income for the Europe segment for the year ended

December 31, 2021 was $5.7 billion as compared to operating

losses of $1.4 billion for the year ended December 31, 2020.

Operating income was significantly higher in 2021 mainly due to

significant positive price-cost effect offset in part by higher

energy prices and a $55 million provision related to early

retirement scheme in Spain in the fourth quarter of 2021.

Operating income for the year ended December 31, 2021 also

included a $218 million impairment reversal relating to the

Sestao facility in Spain as a result of improved cash flow

projections in the context of the Company's decarbonization

plans in Spain following the restart of operations in 2021.

Operating income was $1.9 billion for the first half of 2021 as

compared to operating losses of $654 million for the first half of

2020, primarily due to higher steel shipments and a positive

price-cost effect. Operating income was significantly higher at

$3.8 billion for the second half of 2021 as compared to operating

losses of $785 million for the second half of 2020 due to a

positive price-cost effect and the above-mentioned Sestao

impairment reversal, offset in part by lower steel shipments (due

to deconsolidation of ArcelorMittal Italia) and higher energy

prices in the fourth quarter of 2021. Operating loss in the first

half of 2020 included an impairment charge of $0.1 billion

related to the coke plant in Florange, France, which was closed

at the end of April 2020 and inventory related charges of $191

million due to a weaker steel pricing outlook driven by the

pandemic impacts. Operating losses in the second half of 2020

included impairment charges of $331 million related to the plate

assets classified as held for sale, $104 million related to the

closure of the blast furnace and the steel plant in Kraków

(Poland) as well as $146 million related to its site restoration

and termination charges.


ACIS
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2022	2021	2020
Sales	6,368	9,854	5,737
Depreciation	(369)	(450)	(492)
Impairment	(1,026)	—	—
Operating income (loss)	(930)	2,705	209
Crude steel production (thousand tonnes)	6,949	11,366	10,171
CIS	4,221	7,883	7,685
Africa	2,160	2,473	2,190
Others and eliminations	(3)	4	6
Steel shipments (thousand tonnes)	6,378	10,360	9,881
Average steel selling price (USD/tonne)	817	780	464

Crude steel production, steel shipments and average steel

selling price

Crude steel production for the ACIS segment decreased 38.9%

to 6.9 million tonnes for the year ended December 31, 2022

from 11.4 million tonnes for the year ended December 31, 2021.

In the first half of 2022, crude steel production decreased 34.4%

to 3.7 million tonnes as compared to 5.7 million tonnes in the

first half of 2021, primarily due to the ongoing reduction of

production in Ukraine. At the onset of the war in Ukraine, the

Company suspended operations to protect people and assets.

Since then, the Company slowly restarted operations, and is

currently operating one of three blast furnaces. Blast furnace

No.6 (approximately 20% of ArcelorMittal Kryvyi Rih capacity),

was restarted on April 11, 2022 (to resume low levels of pig iron

production)). Iron ore production was approximately at 55% of

capacity during the first half of 2022. Furthermore, the second

quarter of 2022 was also impacted by a two-week labor action

and logistic issues in South Africa.

In the second half of 2022, crude steel production decreased

43.4% to 3.2 million tonnes from 5.7 million tonnes in the

second half of 2021. Apart from the impact of lower crude steel

production in Ukraine due to the ongoing conflict, the second

half of 2022 was also impacted by power availability in

Kazakhstan and planned maintenance in South Africa. During

the third quarter of 2022, iron ore production in Ukraine was

temporarily suspended due to weaker demand and logistic

constraints and then restarted in early October 2022 at

approximately 25% level since the restart.

Crude steel production for the ACIS segment increased 11.7%

to 11.4 million tonnes for the year ended December 31, 2021

from 10.2 million tonnes for the year ended December 31, 2020.

In the first half of 2021, crude steel production increased 14.2%

to 5.7 million tonnes from 5.0 million tonnes in the first half of

2020, primarily due to improved production performance in

Kazakhstan and South Africa. Crude steel production for the first

half of 2020, was negatively impacted by weak demand caused

by the pandemic effects in all regions, in particular due to the

lockdown measures in South Africa. In the second half of 2021,

crude steel production increased 9.4% to 5.7 million tonnes from

5.2 million tonnes in the second half of 2020, primarily due to

increased production in Ukraine and South Africa. Crude steel

production was lower in the fourth quarter of 2021 as compared

to the third quarter of 2021 due to planned and unplanned

maintenance in Ukraine and South Africa.

Management report

181

Steel shipments for the year ended December 31, 2022

decreased by 38.4% to 6.4 million tonnes as compared to 10.4

million tonnes for the year ended December 31, 2021, due to

lower production for the above-mentioned reasons. In the first

half of 2022, steel shipments in the ACIS segment decreased

39.0% to 3.3 million tonnes from 5.4 million tonnes for the first

half of 2021. In the second half of 2022, steel shipments

decreased to 3.1 million tonnes from 5.0 million tonnes for the

second half of 2021.

Steel shipments for the year ended December 31, 2021

increased by 4.8% to 10.4 million tonnes as compared to 9.9

million tonnes for the year ended December 31, 2020, primarily

due to improved demand.

Average steel selling prices increased 4.7% for the year ended

December 31, 2022 as compared to the year ended December

31, 2021 in line with the higher market prices during the first half

of 2022. Average steel selling prices increased 20.7% and

decreased 10.4% in the first and second half of 2022 as

compared to the first and second half in 2021, respectively.

Average steel selling prices increased 68.2% for the year ended

December 31, 2021 as compared to the year ended December

31, 2020 in line with the higher market prices. Average steel

selling prices increased 65.3% and 71.7% in the first and

second half of 2021 as compared to the first and second half of

2020, respectively. Steel selling prices decreased however 6.3%

in the fourth quarter of 2021 as compared to the third quarter of

2021.

Sales

Sales in the ACIS segment were $6.4 billion for the year ended

December 31, 2022, representing a 35.4% decrease as

compared to the year ended December 31, 2021, primarily due

to a 38.4% decrease in steel shipments due to the ongoing war

in Ukraine. In the first half of 2022, sales decreased by 27.1% to

$3.6 billion as compared to $4.9 billion in the first half of 2021. In

the second half of 2022, sales decreased by 43.6% to $2.8

billion as compared to $5.0 billion in the second half of 2021.

Sales in the ACIS segment were $9.9 billion for the year ended

December 31, 2021, representing a 71.8% increase as

compared to the year ended December 31, 2020, primarily due

to a 68.2% increase in average steel selling prices and to a

lower extent a 4.8% increase in steel shipments.

Operating income (loss)

Operating loss for the ACIS segment was $0.9 billion for the

year ended December 31, 2022 as compared to $2.7 billion

operating income for the year ended December 31, 2021.

Besides the impact of the Russia-Ukraine conflict, lower steel

shipments and a negative price-cost effect, operating loss in

2022 was also negatively impacted by a $1.0 billion impairment

charge relating to ArcelorMittal Kryviy Rih’s property, plant and

equipment and intangibles due to the decrease in value in use

resulting from the significant uncertainty about the evolution of

the geopolitical context in Ukraine and therefore the timing and

ability of the Company to resume operations to a normal level.

Operating income for the first half of 2022 decreased to $0.3

billion as compared to $1.5 billion for the first half of 2021,

primarily due to the impact of the Russia-Ukraine conflict, lower

steel shipments and higher costs. In the second half of 2022,

operating loss of the ACIS segment amounted to $1.3 billion

including the above-mentioned impairment charge as compared

to operating income of $1.2 billion for the second half of 2021,

impacted by the same factors that drove the decline in the first

half of 2022.

Operating income for the ACIS segment was $2.7 billion for the

year ended December 31, 2021 as compared to $209 million for

the year ended December 31, 2020 due to a positive price cost-

effect and higher steel shipment volumes offset in part by higher

energy prices.


Mining
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2022	2021	2020
Sales	3,396	4,045	2,785
Depreciation	(234)	(228)	(243)
Operating income	1,483	2,371	1,247
Iron ore production (million tonnes)	28.6	26.2	28.3
Iron ore shipments (million tonnes)	28.0	26.0	28.4


	Note			For the year ended December 31,
Iron ore production (million metric tonnes)	1	Type	Product	2022	2021	2020
AMMC		Open pit	Concentrate, lump, fines and pellets	24.2	22.0	23.2
AML		Open pit / Underground	Fines	4.4	4.2	5.1
Total iron ore production				28.6	26.2	28.3

1.Total of all finished production of fines, concentrate, pellets and lumps.

Management report

182

Production

The Mining segment had iron ore production of 28.6 million

tonnes for the year ended December 31, 2022, a 9.1% increase

compared to the year ended December 31, 2021. Iron ore

production of 14.2 million tonnes increased 16.9% for the first

half of 2022 compared to 12.2 million tonnes in the first half of

2021 primarily as a result of recovery in the second quarter of

2022 of production in AMMC following seasonally lower

production driven by severe weather conditions in the first

quarter of 2022, while the second quarter of 2021 had been

negatively impacted by a four week labor action at AMMC. Iron

ore production increased 3.1% in the second half of 2022

compared to the second half of 2021 which had been negatively

impacted by locomotive incidents in Liberia.

The Mining segment had iron ore production of 26.2 million

tonnes for the year ended December 31, 2021, a 7.5% decrease

compared to the year ended December 31, 2020. Iron ore

production decreased 9.9% for the first half of 2021 compared to

the first half of 2020 primarily due to the impact of a four week

labor strike action (and subsequent ramp up to full operations)

and production impacts in Liberia following a rail accident in the

second quarter of 2021. Iron ore production decreased 5.9% in

the second half of 2021 compared to the second half of 2020

primarily due to the continuing impact of a rail accident as

discussed above and heavy seasonal monsoon rains in the third

quarter of 2021 in Liberia.

Sales

Sales in the Mining segment were $3.4 billion for the year ended

December 31, 2022, representing a 16.0% decrease as

compared to $4.0 billion for the year ended December 31, 2021.

Sales in the first half of 2022 decreased 6.3% to $1.9 billion

compared to $2.1 billion for the same period in 2021 primarily

due to 24.1% lower iron ore reference prices partly offset by

18.7% higher iron ore shipments. Sales in the second half of

2022 were 26.3% lower at $1.5 billion compared to $2.0 billion

for the same period in 2021, largely reflecting the effect of lower

iron ore reference prices and lower shipments at AMMC due to

adverse affects of exceptionally heavy rains in September 2022

and poor weather conditions in December 2022, offset by a

recovery in Liberia which was impacted by rail incidents in the

second half of 2021.

Sales in the Mining segment were $4.0 billion for the year ended

December 31, 2021, representing a 45.2% increase as

compared to $2.8 billion for the year ended December 31, 2020.

Sales in the first half of 2021 were 82.8% higher at $2.1 billion

compared to the same period in 2020 primarily due to higher

seaborne iron ore reference prices and higher quality premia

offset in part by decreased shipment volumes due to lower

production. Sales in the second half of 2021 were 19.6% higher

at $2.0 billion compared to the same period in 2020 primarily

driven by higher seaborne iron ore reference prices and quality

premia offset in part by lower shipments volumes. Iron ore

shipments were 26.0 million tonnes for the year ended

December 31, 2021, representing an 8.4% decrease as

compared to 28.4 million tonnes for the year ended December

31, 2020 mainly due to lower production as described above.

Sales to external customers were $1.3 billion for the year ended

December 31, 2022, representing a decrease of 20.4% as

compared to the year ended December 31, 2021 due to lower

selling prices partly offset by higher shipments.

Iron ore shipments to external customers were 10.9 million

tonnes for the year ended December 31, 2022, representing an

increase of 7.7% as compared to 10.1 million tonnes for the

year ended December 31, 2021, primarily driven by higher

shipments from AMMC.

Sales to external customers were $1.6 billion for the year ended

December 31, 2021, representing an increase of 38.4% as

compared to the year ended December 31, 2020 due to higher

selling prices partly offset by lower shipments.

Iron ore shipments to external customers were 10.1 million

tonnes for the year ended December 31, 2021, representing a

decrease of 16.5% as compared to 12.1 million tonnes for the

year ended December 31, 2020, primarily driven by lower

production in AMMC and Liberia.

The average reference iron ore price was $120.3 per tonne in

2022, $159.9 per tonne in 2021 and $109.0 per tonne in 2020

(delivered to China, normalized to Qingdao and 62% Fe US $

per tonne, Metal Bulletin). However, there may not be a direct

correlation between reference prices and actual selling prices in

various regions at a given time. See also quarterly reference

prices in "Raw materials" above.

Operating income

Operating income for the Mining segment was 37.5% lower at

$1.5 billion for the year ended December 31, 2022 as compared

to $2.4 billion for the year ended December 31, 2021, primarily

driven by the decrease in iron ore reference prices, partly offset

by higher quality premia, lower freight costs and higher

shipments. Operating income decreased to $1.0 billion in the

first half of 2022 compared to $1.3 billion in the first half of 2021,

primarily due to lower seaborne iron ore reference prices and

higher freight costs partly offset by higher shipments as

discussed above and higher quality premia. Operating income

decreased to $0.5 billion in the second half of 2022 as

compared to $1.1 billion in the second half of 2021 primarily due

to lower iron ore reference prices, lower quality premia and

lower shipments partly offset by lower freight costs.

Management report

183

Operating income for the Mining segment was 100.0% higher at

$2.4 billion for the year ended December 31, 2021 as compared

to $1.2 billion for the year ended December 31, 2020, primarily

driven by the increase in iron ore reference prices. Operating

income increased to $1.3 billion in the first half of 2021

compared to $0.4 billion in the first half of 2020, primarily due to

higher seaborne iron ore reference prices and higher quality

premia, offset in part by lower iron ore shipments and higher

freight costs. Operating income increased to $1.1 billion in the

second half of 2021 as compared to $0.8 billion in the second

half of 2020. Operating income was significantly higher in the

third quarter of 2021 as compared to the third quarter of 2020,

primarily due to higher iron ore reference prices. Operating

income was lower in the fourth quarter of 2021 as compared to

fourth quarter of 2020 and the third quarter of 2021, primarily

due to lower iron ore reference prices (17.1% and 32.3%,

respectively) while shipments were marginally higher as

compared to the third quarter of 2021 but lower as compared to

the fourth quarter of 2020.

Income or loss from investments in associates, joint ventures

and other investments

Income from investments in associates, joint ventures and other

investments was $1.3 billion for the year ended December 31,

2022, compared to $2.2 billion for the year ended December 31,

2021. Income in 2022 was lower mainly due to the lower

contributions from AMNS India and AMNS Calvert. Hot strip mill

production1 for AMNS Calvert decreased by 10.0% from 4.8

million tonnes in 2021 to 4.3 million tonnes in 2022 and

shipments2 decreased by 7.0% from 4.5 million tonnes in 2021

to 4.2 million tonnes in 2022. AMNS India production decreased

by 9.6% from 7.4 million tonnes in 2021 to 6.7 million tonnes in

2022 and shipments decreased by 6.4% from 6.9 million tonnes

in 2021 to 6.5 million tonnes in 2022. Income in 2022 was

positively impacted by the higher contribution from European

investees (including $0.1 billion income for Acciaierie d'Italia

arising from recognition of a deferred tax asset in the second

quarter of 2022). Income from investments in associates, joint

ventures and other investments in 2022 also included $117

million annual dividend received from Erdemir as compared to

$89 million in 2021.

Income in the first half of 2022 included improved contribution

from European investees (including $0.1 billion income for

Acciaierie D'Italia arising from recognition of a deferred tax

asset in the second quarter of 2022) offset in part by lower

contributions from AMNS India. AMNS India's crude steel

production and steel shipments decreased by 7.0% and 5.3%,

respectively, from 3.7 million tonnes in the first half of 2021 to

3.4 million tonnes in the first half of 2022 and from 3.4 million

tonnes in the first half of 2021 to 3.2 million tonnes in the first

half of 2022, respectively. AMNS India's operating income was

negatively impacted by the introduction of the export duty during

the second quarter of 2022 despite the positive contribution from

external sale of pellets from the newly commissioned Odisha

plant during the second quarter of 2022. With respect to AMNS

Calvert, hot strip mill production1 decreased by 9.8% from 2.5

million tonnes in the first half of 2021 to 2.3 million tonnes in the

first half of 2022 while steel shipments2 remained stable at 2.3

million tonnes in the first half of 2021 and 2022. Income in the

first half of 2022 included also the annual dividend received from

Erdemir of $117 million as compared to $89 million in the first

half of 2021. Income in the second half of 2022 was lower on

account of lower contributions from AMNS India, AMNS Calvert

and European investees offset in part by improved contributions

from Chinese investees in the fourth quarter of 2022. During the

the third quarter of 2022, AMNS Calvert was impacted by a

negative price-cost effect and with lagged cost of slab inventory

that does not reflect prevailing slab market prices, while AMNS

India and European investees were impacted by a negative

price-cost effects. AMNS India's crude steel production and steel

shipments decreased by 12.1% and 7.7%, respectively, from 3.7

million tonnes in the second half of 2021 to 3.3 million tonnes in

the second half of 2022 and from 3.5 million tonnes in the

second half of 2021 to 3.2 million tonnes in the second half of

2022, respectively. AMNS india production in the second half of

2022 was impacted by the planned maintenance and lower

exports following the imposition of export duties on steel exports

from India in the second quarter of 2022 (export duties removed

from the end of November 2022). With respect to AMNS Calvert,

hot strip mill production1 decreased by 10.3% from 2.3 million

tonnes in the second half of 2021 to 2.1 million tonnes in the

second half of 2022 following a planned maintenance in the

second half of 2022. Steel shipments2 decreased by 14.2% from

2.3 million tonnes in the second half of 2021 to 1.9 million

tonnes in the second half of 2022, due to the reason discussed

above.

Income from investments in associates, joint ventures and other

investments was $2.2 billion for the year ended December 31,

2021, compared to $234 million for the year ended December

31, 2020. Income in 2021 was significantly higher due to the

improved contribution from Calvert reflecting improved market

prices, higher hot strip mill production1 (18.9% increase from 4.0

million tonnes in 2020 to 4.8 million tonnes in 2021) and higher

shipments2 (16.3% increase from 3.9 million tonnes in 2020 to

4.5 million tonnes in 2021). In addition, despite the onset of

further lockdowns related to the second wave of COVID-19

pandemic negatively impacting domestic demand, AMNS India

was able to maintain robust production levels (11.7% increase

from 6.6 million tonnes in 2020 to 7.4 million tonnes in 2021)

and utilize its coastal location to divert tonnes to the export

market (shipments increased by 10.6% from 6.3 million tonnes

in 2020 to 6.9 million tonnes in 2021). Income in 2021 was also

significantly higher due to the improved contribution of European

investees as well as the annual dividend received from Erdemir

Management report

184

of $89 million. Income from investments in associates, joint

ventures and other investments in 2020 included positive

contributions from AMNS India offset in part by the negative

impact of the COVID-19 pandemic on investees including a

$211 million impairment of the Company's investment in DHS

(Germany).

1.Production: all production of the hot strip mill including processing of slabs on a hire work

basis for ArcelorMittal group entities and third parties, including stainless steel slabs.

2.Shipments: all shipments including shipments of finished products processed on a hire work

basis for ArcelorMittal group entities and third parties, including stainless steel products.

Financing costs-net

Financing costs-net include net interest expense, revaluation of

financial instruments, net foreign exchange income/expense

(i.e., the net effects of transactions in a foreign currency other

than the functional currency of a subsidiary) and other net

financing costs (which mainly include bank fees, accretion of

defined benefit obligations and other long-term liabilities).

Net financing costs were lower at $0.3 billion for the year ended

December 31, 2022 as compared to $1.2 billion for the year

ended December 31, 2021. Net interest expense (interest

expense less interest income) was lower at $213 million for the

year ended December 31, 2022 as compared to $278 million for

the year ended December 31, 2021, due to higher interest

income, although net interest expense increased in the fourth

quarter of 2022 compared to the third quarter of 2022, due to

the issuance in the third and fourth quarters of 2022 of new

bonds bearing higher interest rates.

Foreign exchange gains were $191 million as compared to

foreign exchange losses of $155 million for the years ended

December 31, 2022 and 2021, respectively.

Other net financing costs (including expenses related to true

sale of receivables, bank fees, interest on pensions and fair

value adjustments of the call option of the mandatorily

convertible bond and derivative instruments) were $0.3 billion

for the year ended December 31, 2022 compared to $0.7 billion

for the year ended December 31, 2021, and included mark-to-

market losses related to the mandatory convertible bond call

option totaling $16 million as compared to $44million for the

year ended December 31, 2021.

Net financing costs were lower at $1.2 billion for the year ended

December 31, 2021 as compared to $1.3 billion for the year

ended December 31, 2020. Net interest expense (interest

expense less interest income) was lower at $278 million for the

year ended December 31, 2021 as compared to $421 million for

the year ended December 31, 2020, following debt repayments

and liability management.

Foreign exchange losses were $155 million as compared to

foreign exchange gains of $107 million for the years ended

December 31, 2021 and 2020, respectively.

Other net financing costs (including expenses related to true

sale of receivables, bank fees, interest on pensions and fair

value adjustments of the call option of the mandatorily

convertible bond and derivative instruments) were $0.7 billion

for the year ended December 31, 2021 compared to $0.9 billion

for the year ended December 31, 2020, and included mark-to-

market losses related to the mandatory convertible bond call

option totaling $44 million as compared to $68 million for the

year ended December 31, 2020. Other net financing costs for

2021 also included $130 million early bond redemption

premiums and fees as compared to $120 million in 2020, $163

million of charges relating to an unfavorable court decision in an

arbitration case over the price formula stated in the supply

agreement with the associate Sitrel and $61 million of charges

in connection with the early redemption of $395 million in

aggregate principal amount of MCNs. Pension expenses were

lower in 2021 by $0.2 billion as compared with 2020 following

the disposal of ArcelorMittal USA.

Income tax expense (benefit)

ArcelorMittal recorded an income tax expense of $1.7 billion for

the year ended December 31, 2022 as compared to $2.5 billion

for the year ended December 31, 2021 reflecting overall lower

taxable income.

ArcelorMittal recorded an income tax expense of $2.5 billion for

the year ended December 31, 2021 as compared to $1.7 billion

for the year ended December 31, 2020. The $493 million

deferred tax benefit in 2021 mainly included recognition of

deferred tax assets in Luxembourg following increase in the

future taxable income expectation on unrealized gains on

emission rights and energy derivative instruments. The deferred

tax expense in 2020 mainly included derecognition of deferred

tax assets recorded in Luxembourg following the sale of

ArcelorMittal USA ($624 million), due to anticipated lower intra-

group income from ArcelorMittal USA (primarily lower branding,

R&D fees and interest income).

ArcelorMittal’s consolidated income tax expense (benefit) is

affected by the income tax laws and regulations in effect in the

various countries in which it operates and the pre-tax results of

its subsidiaries in each of these countries, which can change

from year to year. ArcelorMittal operates in jurisdictions, mainly

in Eastern Europe and Asia, which have a structurally lower

corporate income tax rate than the statutory tax rate as enacted

in Luxembourg (24.94%), as well as in jurisdictions, mainly in

Brazil and Mexico, which have a structurally higher corporate

income tax rate.

Management report

185

The statutory income tax expense (benefit) and the statutory income tax rates of the countries that most significantly resulted in the tax

expense (benefit) at statutory rate for each of the years ended December 31, 2022, 2021 and 2020 are as set forth below:


	2022		2021		2020
	Statutory income tax	Statutory income tax rate	Statutory income tax	Statutory income tax rate	Statutory income tax	Statutory income tax rate
Argentina	100	35.00%	103	35.00%	21	25.00%
Belgium	238	25.00%	149	25.00%	(60)	25.00%
Brazil	698	34.00%	943	34.00%	53	34.00%
Canada	747	25.90%	835	25.90%	274	25.90%
France	158	25.82%	231	25.82%	(158)	25.82%
Germany	82	30.30%	134	30.30%	(181)	30.30%
Italy	(14)	24.00%	(8)	24.00%	(145)	24.00%
Kazakhstan	26	20.00%	149	20.00%	(15)	20.00%
Liberia	—	25.00%	16	25.00%	39	25.00%
Luxembourg	633	24.94%	660	24.94%	327	24.94%
Mexico	148	30.00%	238	30.00%	(84)	30.00%
Poland	49	19.00%	155	19.00%	(54)	19.00%
South Africa	47	27.00%	136	28.00%	(35)	28.00%
Spain	26	25.00%	70	25.00%	(87)	25.00%
Ukraine	(267)	18.00%	202	18.00%	(1)	18.00%
United States	103	21.00%	58	21.00%	209	21.00%
Others	44		75		33
Total	2,818		4,146		136

Note: The statutory tax rates are the (future) rates enacted or substantively enacted by the end of the respective period.

Non-controlling interests

Net income attributable to non-controlling interests was $236

million for the year ended December 31, 2022 as compared to

$609 million for the year ended December 31, 2021. Net income

attributable to non-controlling interests decreased in 2022

primarily as a result of the decreased operating performance.

Net income attributable to non-controlling interests was $609

million for the year ended December 31, 2021 as compared to

$155 million for the year ended December 31, 2020. Net income

attributable to non-controlling interests increased in 2021

primarily as a result of the improved operating performance.

Net income attributable to equity holders of the parent

ArcelorMittal’s net income attributable to equity holders of the

parent was $9.3 billion for the year ended December 31, 2022,

compared to net income of $15.0 billion in 2021. The net loss

attributable to equity holders of the parent was $0.7 billion for

the year ended December 31, 2020.

Management report

186

Liquidity and capital resources

ArcelorMittal’s principal sources of liquidity are cash generated

from its operations and its credit facilities at the corporate level.

Because ArcelorMittal is a holding company, it is dependent

upon the earnings and cash flows of, as well as dividends and

distributions from, its operating subsidiaries to pay expenses

and meet its debt service obligations. Cash and cash

equivalents are primarily centralized at the parent level and are

managed by ArcelorMittal Treasury SNC, although from time to

time cash or cash equivalent balances may be held at the

Company’s international subsidiaries or its holding companies.

Some of these operating subsidiaries have debt outstanding or

are subject to acquisition agreements that impose restrictions on

such operating subsidiaries’ ability to pay dividends, but such

restrictions are not significant in the context of ArcelorMittal’s

overall liquidity. Repatriation of funds from operating

subsidiaries may also be affected by tax and foreign exchange

policies in place from time to time in the various countries where

the Company operates, though none of these policies is

currently significant in the context of ArcelorMittal’s overall

liquidity.

In management’s opinion, ArcelorMittal’s credit facilities are

adequate for its present requirements.

As of December 31, 2022, ArcelorMittal’s cash and cash

equivalents and restricted cash amounted to $9.4 billion

(including restricted cash of $114 million, of which $52 million

relating to various environmental obligations, true sales of

receivables programs and letter of credits issued in ArcelorMittal

South Africa) as compared to $4.4 billion (including restricted

cash of $156 million, of which $89 million relating to various

environmental obligations and true sales of receivables

programs in ArcelorMittal South Africa) as of December 31,

2021. In addition, ArcelorMittal had available borrowing capacity

of $5.5 billion under its $5.5 billion revolving credit facility as of

December 31, 2022 and 2021, respectively. For information on

the currencies of cash and cash equivalents and restricted cash,

see note 6.1.4 to the consolidated financial statements.

As of December 31, 2022, ArcelorMittal’s total debt, which

includes long-term debt and short-term debt was $11.7 billion,

compared to $8.4 billion as of December 31, 2021.

Net debt (defined as long-term debt ($9.1 billion) plus short-term

debt ($2.6 billion), less cash and cash equivalents, restricted

cash and other restricted funds ($9.4 billion) was $2.2 billion as

of December 31, 2022, down from $4.0 billion at December 31,

2021, comprised of long-term debt ($6.5 billion) plus short-term

debt ($1.9 billion), less cash and cash equivalents and restricted

cash ($4.4 billion). Most of the external debt is borrowed by the

parent company on an unsecured basis and bears interest at

varying levels based on a combination of fixed and variable

interest rates. Gearing (defined as net debt divided by total

equity) at December 31, 2022 and 2021 was 4% and 8%

respectively.

The margin applicable to ArcelorMittal’s principal credit facilities

($5.5 billion revolving credit facility and certain other credit

facilities) and the coupons on certain of its outstanding bonds

are subject to adjustment in the event of a change in its long-

term credit ratings. ArcelorMittal's long-term credit rating was

upgraded on August 9, 2021 by Moody's to 'Baa3' with stable

outlook and on September 23, 2021 by Fitch to 'BBB-' with

stable outlook. On May 24, 2022, Fitch affirmed the rating at

BBB- and then simultaneously withdrew all ratings of

ArcelorMittal. (Due to commercial considerations the Fitch rating

has been withdrawn and Fitch is no longer publishing ratings on

ArcelorMittal.) In February 2021, Standard & Poor's revised

ArcelorMittal's outlook to stable and affirmed a long-term credit

rating of 'BBB-' as described in the Risk Factors above. See

"Introduction—Risk factors—Risks related to ArcelorMittal's

financial position and organizational structure—ArcelorMittal's

indebtedness could have an adverse impact on its results of

operations and financial position, and the market's perception of

ArcelorMittal's leverage may affect its share price."

ArcelorMittal's $5.5 billion revolving credit facility (see "—

Financings—Principal credit facilities" below) contains restrictive

covenants, which among other things, limit encumbrances on

the assets of ArcelorMittal and its subsidiaries, the ability of

ArcelorMittal’s subsidiaries to incur debt and the ability of

ArcelorMittal and its subsidiaries to dispose of assets in certain

circumstances. The agreement also previously required

compliance with a financial covenant, as summarized below.

Prior to the amendment described below and the change in the

Company's long-term credit ratings described above, the

Company was required to ensure that the ratio of “Consolidated

Total Net Borrowings” (consolidated total borrowings less

consolidated cash and cash equivalents) to “Consolidated

EBITDA” (the consolidated net pre-taxation profits of the

ArcelorMittal group for a Measurement Period, subject to certain

adjustments as set out in the facility) did not, at the end of each

“Measurement Period” (each period of 12 months ending on the

last day of a financial half-year or a financial year of the

Company), exceed a certain ratio, referred to by the Company

as the “Leverage ratio”. ArcelorMittal’s principal credit facilities

set this ratio to 4.25 to 1. On April 13, 2021, ArcelorMittal's

revolving credit facility was amended so that the Leverage Ratio

financial covenant would permanently cease to apply in the

event that the Company obtained an investment grade long-

term credit rating (with stable outlook) from two rating agencies

(which was obtained from Moody's and Fitch in 2021, as

described above). On April 27, 2021, the revolving credit facility

was also amended so that the margin payable will be increased

or decreased depending on the Company’s performance against

Management report

187

two metrics measured annually against pre-defined targets with

respect to its environmental and sustainability performance

(CO2 intensity of the Company’s European operations and the

number of facilities which have been certified by

ResponsibleSteel™). The Facility may be used for general

corporate purposes and was fully available as of December 31,

2022.

Non-compliance with the covenants in the Company’s borrowing

agreements entitles the lenders under such facilities to

accelerate the Company’s repayment obligations. The Company

was in compliance with the financial covenants in the

agreements related to all of its borrowings as of December 31,

2022.

As of December 31, 2022, ArcelorMittal had guaranteed $92

million of debt of its operating subsidiaries compared to $89

million as of December 31, 2021. See also note 9.4 to the

consolidated financial statements for a description of guarantees

by ArcelorMittal for joint ventures indebtedness of $4.4 billion as

of December 31, 2022 including $3.1 billion issued on behalf of

AMNS India, $354 million issued on behalf of Calvert, $341

million in relation to outstanding lease liabilities for vessels

operated by Global Chartering and $178 million on behalf of Al

Jubail. ArcelorMittal’s debt facilities have provisions whereby the

acceleration of the debt of another borrower within the

ArcelorMittal group could, under certain circumstances, lead to

acceleration under such facilities.

In particular, with respect to joint ventures, on March 16, 2020,

the parent company of AMNS India entered into a $5.1 billion

ten-year term loan agreement with Japan Bank for International

Cooperation, MUFG Bank LTD., Sumitomo Mitsui Banking

Corporation, Mizuho Bank Europe N.V., and Sumitomo Mitsui

Trust Bank, Limited (London Branch) in connection with the

acquisition of AMNS India. The obligations under the term loan

agreement are guaranteed by ArcelorMittal and NSC in

proportion to their interests in the joint venture, 60% and 40%.

The guarantee provided by ArcelorMittal included the same

“Leverage Ratio” financial covenant as that described above for

its $5.5 billion revolving credit facility dated December 19, 2018.

On April 28, 2021, the syndicate of Japanese banks agreed that

the Leverage Ratio financial covenant would fall away in the

event that the Company obtains an investment grade long-term

credit rating (with a stable outlook) from two rating agencies

(which occurred in 2021, as described above).

The following table summarizes the repayment schedule of

ArcelorMittal’s outstanding indebtedness, which includes short-

term and long-term debt, as of December 31, 2022.


	Repayment amounts per year (in billions of $)
Type of indebtedness as of December 31, 2022		2023	2024	2025	2026	2027	>2027	Total
Bonds		1.2	0.9	1.0	1.0	1.2	2.5	7.8
Commercial paper		0.8	—	—	—	—	—	0.8
Lease liabilities and other loans		0.6	0.3	0.6	0.2	0.5	0.8	3.0
Total gross debt		2.6	1.2	1.6	1.2	1.7	3.3	11.6

As of December 31, 2022, the $5.5 billion revolving credit facility

was fully available.

The average debt maturity of the Company was 5.7 years as of

December 31, 2022, as compared to 5.8 years as of December

31, 2021.

Further information regarding ArcelorMittal’s outstanding short-

term and long-term indebtedness as of December 31, 2022,

including the breakdown between fixed rate and variable rate

debt, is set forth in note 6 to the consolidated financial

statements. Further information regarding ArcelorMittal’s use of

financial instruments for hedging purposes is set forth in note 6

to the consolidated financial statements.

Financings

ArcelorMittal’s principal credit facilities are described below, for

further information on its existing credit facilities and several

debt financing and repayment transactions completed during

2022, please refer to note 6 to the consolidated financial

statements.

Principal credit facilities

On December 19, 2018, ArcelorMittal signed an agreement for a

$5.5 billion revolving credit facility (the "Facility") which

incorporates a single tranche of $5.5 billion. On November 27,

2019 and on November 26, 2020, ArcelorMittal exercised the

option to extend the facility's maturity by one year to December

19, 2024 and to December 19, 2025 respectively. The

commitments are $5.5 billion until December 19, 2023 and $5.4

billion until December 19, 2025. As of December 31, 2022, the

$5.5 billion revolving credit facility was fully available.

Management report

188

On July 27, 2022, the Company entered into a $2.2 billion

bridge term facility agreement with a financial institution. The

facility may be applied toward the purchase price for the

intended acquisition of CSP, as well as the refinancing of its

existing indebtedness and the payment of related fees, costs

and expenses. The facility is available for 12 months from

signing with two extension options of 6 months each at the

borrower's discretion. On December 8, 2022, an amount of

$1.76 billion was cancelled, following the bond issuances

completed on September 20, 2022 and November 29, 2022.

After the cancellation, the remaining available amount under the

bridge facility was $444 million. On January 31, 2023 the

remaining available amount under the bridge facility of $444

million was cancelled.

On September 30, 2010, ArcelorMittal entered into a $500

million revolving multi-currency letter of credit facility (the “Letter

of Credit Facility”). The Letter of Credit Facility is used by the

Company and its subsidiaries for the issuance of letters of credit

and other instruments. The terms of the letters of credit and

other instruments contain certain restrictions as to duration. The

Letter of Credit Facility was subsequently amended to reduce its

amount to $350 million. On July 31, 2019, the Company

refinanced its Letter of Credit Facility by entering into a $350

million revolving multi-currency letter of credit facility, which

initially matured on July 31, 2022. On August 5, 2020 the

maturity of the Letter of Credit Facility was extended to July 31,

2023. On November 25, 2020 the amount of the Letter of Credit

Facility was increased to $395 million. On June 25, 2021 the

maturity of the Letter of Credit Facility was extended to July 31,

2024.

Mandatory convertible bond

Please refer to notes 6.3 and 11.2 to the consolidated financial

statements.

Mandatory convertible notes

As of December 31, 2022, $608 million aggregate principal

amount of the MCNs remained outstanding. See note 11.2 to

the consolidated financial statements.

Working capital management

The Company makes drawdowns from and repayments on the

Facility in the framework of its cash management. In addition,

the Company has established a number of programs for sales

without recourse of trade accounts receivable to various

financial institutions (referred to as true sale of receivables

(“TSR”)). As of December 31, 2022, the total amount of trade

accounts receivables sold amounted to $5.3 billion. Through the

TSR programs, certain operating subsidiaries of ArcelorMittal

surrender the control, risks and benefits associated with the

accounts receivable sold; therefore, the amount of receivables

sold is recorded as a sale of financial assets and the balances

are removed from the consolidated statements of financial

position at the moment of sale.

As part of the Company’s ongoing efforts to improve its working

capital position, it continually engages with its customers and

suppliers with the aim of improving overall terms, including

pricing, quality, just in time delivery, discounts and payment

terms. Trade accounts payable have maturities from 15 to 180

days depending on the type of material, the geographic area in

which the purchase transaction occurs and the various

contractual agreements. The Company’s average outstanding

number of trade payable days amounted to 81 over the last 5

years. The ability of suppliers to provide payment terms may be

dependent on their ability to obtain funding for their own working

capital needs and or their ability to early discount their

receivables at their own discretion (the Company estimates that

about $2.8 billion of trade payables were subject to early

discount by its suppliers in 2022 as compared to $2.7 billion in

2021). Given the nature and large diversification of its supplier

base the Company does not expect any material impact to its

own liquidity position as a result of suppliers not having access

to liquidity. As of December 31, 2022, a 5 day reduction in trade

payable days would result in a trade payables decrease by $674

million.

ArcelorMittal's material cash requirements in the near and

medium term

The Company's cash requirements in the near and medium

term are primarily driven by the current commitments,

obligations and other arrangements in place as of December 31,

2022. ArcelorMittal has various purchase commitments for

materials, supplies and capital expenditure incidental to the

ordinary course of business. As of December 31, 2022,

ArcelorMittal had various outstanding obligations mostly related

to:

•Guarantees, pledges and other collateral related to

financial debt and credit lines given on behalf of third

parties and joint ventures,

•Capital expenditure commitments mainly related to

commitments associated with investments in expansion

and improvement projects by various subsidiaries,

•Other commitments comprising mainly commitments

incurred for gas supply to electricity suppliers.

These commitments, obligations and other arrangements will

become due in 2023 and beyond. These various purchase

commitments and long-term obligations will have an effect on

ArcelorMittal’s future liquidity and capital resources. For further

details on commitments and obligations, please refer to note 9.4

to the consolidated financial statements. ArcelorMittal also has

various environmental commitments and asset retirement

Management report

189

obligations as of December 31, 2022. For further details on

environmental commitments and asset retirement obligations,

please refer to note 9.1 to the consolidated financial statements.

The Company expects to service its cash requirements in the

near and medium-term with net cash provided by operating

activities. In the future, the Company may enter into additional

financing facilities if required. For additional information on near

and medium term cash requirements, see "—Outlook".

Earnings distribution

ArcelorMittal held 72.5 million shares in treasury as of

December 31, 2022, as compared to 71.9 million shares as of

December 31, 2021. As of December 31, 2022, the number of

shares held by the Company in treasury represented

approximately 8.26% of the Company’s total issued share

capital. On January 14, 2022, ArcelorMittal cancelled 45 million

treasury shares to keep the number of treasury shares within

appropriate levels. Following these cancellations, the aggregate

number of shares issued and fully paid up decreased from

982,809,772 to 937,809,772. On May 18, 2022, ArcelorMittal

cancelled 60 million treasury shares to keep the number of

treasury shares within appropriate levels. Following these

cancellations, the aggregate number of shares issued and fully

paid up decreased from 937,809,772 to 877,809,772.

On February 4, 2020, given the resilient cash flow and progress

towards its net debt target, the Board proposed a base dividend

of $0.30 per share for 2020 (in respect of 2019). However,

against the backdrop of significant cost savings measures being

taken across the business due to the COVID-19 pandemic, the

Board determined during the second quarter of 2020 it both

appropriate and prudent to suspend dividend payments until

such a time as the operating environment normalized.

Following the achievement of the Group’s net debt target, and in

line with its previous statements, the Board of Directors

approved during the first quarter of 2021 a new capital return

policy. See "History and development of the Company—Capital

return policy". According to this policy, the Board recommended

a $0.30/share base dividend, subject to the approval of

shareholders, which was given at the annual general meeting of

shareholders on June 8, 2021. The dividend amounted to $325

million ($312 million net of dividends paid to subsidiaries holding

treasury shares) and was paid on June 15, 2021. After paying

this base dividend, the Company has also implemented share

buyback programs and MCN repurchases as part of its capital

return policy.

In February 2022, the Board of Directors recommended an

increase of the base annual dividend to $0.38/share, from

$0.30/share, subject to the approval of shareholders, which was

given at the annual general meeting of shareholders on May 4,

2022. The dividend amounted to $332 million and was paid on

June 10, 2022. In addition, during 2022, ArcelorMittal completed

two consecutive share buyback programs for a total amount of

€1.9 billion ($2.0 billion) pursuant to an authorization by the

annual general meeting of shareholders on June 8, 2021 and

May 4, 2022. On July 29, 2022, ArcelorMittal announced a new

share buyback program of in the amount of approximately $1.4

billion under the authorization given by the annual general

meeting of shareholders of May 4, 2022 to be completed by the

end of May 2023. See "History and development of the

Company—Capital return policy".

In line with the Company's capital return policy, the Board

proposes to increase the annual base dividend to shareholders

to $0.44/share (to be paid in two equal installments in June

2023 and December 2023), subject to the approval of

shareholders at the annual general meeting of shareholders in

May 2023.

Share buybacks will continue as per the Company's defined

policy to return 50% of post-dividend free cash flow to

shareholders. The Company will request additional authority

from shareholders at the annual general meeting of

shareholders in May 2023 to ensure sufficient allocation for the

2023 capital return.

Pension/OPEB liabilities

The defined benefit liabilities for employee benefits decreased

by $1.2 billion to $2.6 billion as of December 31, 2022, as

compared to $3.8 billion as of December 31, 2021 mainly as a

result of the decrease in the defined benefit obligation due to

higher discount rates. For additional information with respect to

the Company’s pension plan and OPEB liabilities, including a

breakdown by region and by type of plan, see note 8.2 to the

consolidated financial statements.

Sources and uses of cash

Years ended December 31, 2022, 2021 and 2020

The following table presents a summary of cash flow of

ArcelorMittal:


Summary of cash flow	For the year ended December 31,
(in $ millions)	2022	2021	2020
Net cash provided by operating activities	10,203	9,905	4,082
Net cash used in investing activities	(4,483)	(340)	(2,011)
Net cash used in financing activities	(477)	(10,898)	(1,498)

Management report

190

Net cash provided by operating activities

For the year ended December 31, 2022, net cash provided by

operating activities increased to $10.2 billion as compared with

$9.9 billion for the year ended December 31, 2021. The

increase in net cash provided by operating activities included an

operating working capital investment of $1.3 billion as compared

to an operating working capital investment of $6.4 billion in

2021, including an outflow for inventories and trade accounts

payable of $2.1 billion and $0.3 billion, respectively, partially

offset by an inflow for trade accounts receivable of $1.1 billion.

The investment in operating working capital was mainly driven

by elevated raw material and energy prices although in the

fourth quarter of 2022, net cash provided by operating activities

included a $2.4 billion operating working capital release,

including an inflow for inventories and trade accounts receivable

of $1.7 billion and $1.1 billion, respectively, partially offset by an

outflow of trade accounts payable of $0.4 billion. The release of

operating working capital was mainly driven by lower investment

in accounts receivable (price and volume) and lower inventories

due to the impact of lower production costs and reduced

inventory volumes.

For the year ended December 31, 2021, net cash provided by

operating activities increased to $9.9 billion due to higher

operating results, as compared with $4.1 billion for the year

ended December 31, 2020. The increase in net cash provided

by operating activities included an operating working capital

investment of $6.4 billion as compared to an operating working

capital release of $1.5 billion in 2020, including an outflow for

inventories of $8.65 billion and an outflow for trade accounts

receivable of $2.54 billion, partially offset by an inflow for trade

accounts payable of $4.78 billion. The investment in operating

working capital was mainly driven by elevated raw material

prices, relatively robust finished steel prices and lower than

anticipated inventory reduction.

For the year ended December 31, 2020, net cash provided by

operating activities amounted to $4.1 billion, reflecting an

operating working capital release of $1.5 billion, including an

inflow for inventories of $1.79 billion, an outflow for trade

accounts receivable of $0.08 billion, partially offset by an outflow

for trade accounts payable of $0.21 billion. The operating

working capital release in 2020 was driven by a significant

reduction of inventories and improved receivable rotation days

including lower overdue receivables.

Net cash used in investing activities

Net cash used in investing activities was $4.5 billion for the year

ended December 31, 2022 as compared to $0.3 billion for the

year ended December 31, 2021. Capital expenditures were $3.5

billion for the year ended December 31, 2022 as compared to

$3.0 billion for the year ended December 31, 2021. Capital

expenditures for the year ended December 31, 2022 were

consistent with the latest guidance provided after the third

quarter of 2022 but lower than the initial guidance of $4.5 billion,

which had been reduced to reflect some moderate delays to

certain strategic and decarbonization spending plans due to

project mobilization/contractors as well as well as a $0.2 billion

reduction from foreign exchange effects relative to initial 2022

budget. The Company intends to continue to spend on strategic

projects designed to enhance future returns through investment

in selective brownfield growth and product mix improvement

projects, in Brazil, Liberia as well as ongoing decarbonization

capital expenditures to meet its 2050 zero emissions target.

Accordingly, to reflect timing of capital expenditures spend and

review of scope of certain projects the Company expects 2023

capital expenditures are expected to increase within a range of

$4.5 to $5.0 billion, with the range reflecting timing and market

uncertainty and the ongoing war in Ukraine. Capital

expenditures relating to decarbonization projects are expected

to increase to $0.4 billion in 2023 as compared to $0.2 billion in

2022, mainly due to the ArcelorMittal Dofasco (Canada) DRI/

EAF project. The previously announced strategic pipeline

(2021-2024) has now increased by $0.5 billion to $4.2 billion,

with the addition of a new production unit for electrical steels at

the Mardyck site in the north of France, with an outflow of $0.9

billion as of the end of 2022. The Company expects capital

expenditure on strategic projects in 2023 to be between $1.3

billion to $1.6 billion as compared to $0.7 billion in 2022 largely

due to catch up on previously announced strategic projects.

Capital expenditure outside of strategic capital expenditures and

decarbonization projects (which includes cost reduction plans

and environment projects as well as general maintenance

capital expenditures) is expected to be between 2.8 billion and

3.0 billion in 2023 as compared to $2.6 billion in 2022. See

“Properties and capital expenditures—Capital expenditures” and

"—Outlook" below.

ArcelorMittal’s major capital expenditures in 2022 included the

following projects: ArcelorMittal Vega Do Sul expansion, Serra

Azul mine direct reduction pellet feed plant, ArcelorMittal Liberia

mine phase 2 premium product expansion, ArcelorMittal Mexico

new hot strip mill, Steelanol project in Ghent, as well as the hot

strip mill modernization and #5 CGL conversion to AluSi® in

ArcelorMittal Dofasco (completed in the second and third

quarter of 2022 respectively). See also “Properties and capital

expenditures—Capital expenditures—Completed and Ongoing

projects”.

Management report

191

Net cash provided by other investing activities for the year

ended December 31, 2022 included $1.0 billion cash outflow in

connection with several acquisitions, including mainly an 80%

interest in voestalpine’s world-class Hot Briquetted Iron ("HBI")

plant located in Corpus Christi, Texas ($805 million net of cash

acquired of $12 million), the UK based scrap recycling business

John Lawrie Metals Limited ($43 million net of cash acquired of

$5 million), Architectural Steel Limited, a UK based

manufacturer of bespoke metal fabrications and flashings for

building envelopes ($39 million net of cash acquired of $6

million) and three companies (ALBA Metall Süd Rhein-Main

GmbH, ALBA Electronics Recycling GmbH and ALBA Metall Süd

Franken GmbH) active in ferrous and non-ferrous metal

recycling in Germany ($45 million net of cash acquired of $9

million). Net cash used in other investing activities for the year

ended December 31, 2022 included also $25 million investment

in nuclear innovation company TerraPower and $17.5 million in

Form Energy Inc. through the Company's XCarb® Innovation

Fund.

Net cash used in investing activities was $0.3 billion for the year

ended December 31, 2021 as compared to $2.0 billion for the

year ended December 31, 2020. Capital expenditures were $3.0

billion for the year ended December 31, 2021 as compared to

$2.4 billion for the year ended December 31, 2020. Capital

expenditures for the year ended December 31, 2021 were

marginally above the initial guidance of $2.8 billion but slightly

below the revised guidance of $3.2 billion provided after the

third quarter of 2021.

ArcelorMittal’s major capital expenditures in 2021 included the

following projects: ArcelorMittal Mexico new hot strip mill, the hot

strip mill modernization in ArcelorMittal Dofasco, new pellet plant

in ArcelorMittal Kryvyi Rih and Steelanol project in Ghent.

Capital expenditures include $0.1 billion related to ArcelorMittal

Italia which has been deconsolidated from April 14, 2021

onwards.

Net cash provided by other investing activities of $2.7 billion for

the year ended December 31, 2021 included mainly $2.7 billion

proceeds from the sale of common shares and redemption of

preferred shares of Cleveland-Cliffs and refund of $0.3 billion

cash collateral related to the ArcelorMittal USA disposal (see

below) offset by other investments including $80 million

investments through the XCarb™ innovation fund and $25m for

the acquisition of the remaining 67% interest in Condesa.

Net cash used in investing activities was $2.0 billion for the year

ended December 31, 2020. Capital expenditures were $2.4

billion for the year ended December 31, 2020 and were in line

with previous guidance of $2.4 billion (down from initial guidance

of $3.2 billion). Excluding the capital expenditures of

ArcelorMittal USA and ArcelorMittal Italia, capital expenditures in

2020 would have been $1.9 billion.

Cash provided by other investing activities for the year ended

December 31, 2020 included net consideration received of $497

million (net of cash disposed of and transaction fees paid), for

the sale of ArcelorMittal USA and $127 million received during

the first quarter of 2020 in connection with the sale of the 50%

interest in Global Chartering Limited during the fourth quarter of

2019, partially offset by lease payments for ArcelorMittal Italia

and $260 million with respect to a cash collateral provided by

the Company until collection of the TSR receivables retained in

ArcelorMittal USA after disposal.

ArcelorMittal’s major capital expenditures in 2020 included the

following projects: the ArcelorMittal Mexico new hot strip mill, the

ArcelorMittal Italia environmental investment program, the new

LF&CC 2&3 in ArcelorMittal Kryvyi Rih which was completed in

the first quarter of 2020 and the hot strip mill modernization in

Dofasco.

Net cash used in financing activities

Net cash used in financing activities was $0.5 billion for the year

ended December 31, 2022, as compared to $10.9 billion for the

year ended December 31, 2021. In 2022, net cash used in

financing activities mainly included a $2.9 billion outflow with

respect to the Company's two completed (and the third one

ongoing) share buyback programs and an outflow of €486

million ($551 million) for the repayment of outstanding bonds at

maturity. Such outflows were partly offset by an inflow from

issuance of bonds for a total amount of $2.8 billion including

$2.2 billion USD notes with two tranches (five-year $1.2 billion

tranche at 6.55% and a ten-year $1.0 billion tranche at 6.80%)

and €600 million ($580 million) four-year notes at 4.875%, an

inflow from offering of five Schuldschein loans for a total amount

of €725 million ($755 million) with maturities of 3 and 5 years, an

inflow pursuant to drawdown on European Investment Bank

facility of €280 million ($291 million) and a net inflow of $335

million from commercial paper. Net cash used in financing

activities for the year ended December 31, 2022 also included

$663 million dividend payments (see below) and $160 million for

lease payments and other financing activities. For further details

related to capital markets, liability management transactions and

debt repayments in 2022, see note 6.1.2 to the consolidated

financial statements.

Net cash used in financing activities was $10.9 billion for the

year ended December 31, 2021, as compared to the net cash

used in financing activities of $1.5 billion in 2020. In 2021, net

cash used in financing activities included a $5.2 billion outflow

with respect to the Company's five share buyback programs,

$3.6 billion of net payments relating to short and long-term debt

(including $2.3 billion in payments of long-term debt and $1.7

billion in payments of short-term debt), $1.2 billion for the early

redemption of certain MCNs, $572 million of dividend payments

(of which $312 million paid to ArcelorMittal shareholders and

Management report

192

$260 million paid to non-controlling shareholders) and $398

million for lease payments and other financing activities.

In 2020, net cash used in financing activities included an outflow

of $2.4 billion for short and long-term debt, $500 million for the

share buyback program, $135 million for the purchase of Intesa

San Paolo S.p.A.'s ownership interest in ArcelorMittal Italia,

dividends of $181 million paid to non-controlling shareholders

and $264 million for lease payments and other financing

activities. These outflows were partially offset by inflows of $1.2

billion net proceeds from the issuance of the MCNs and $740

million net proceeds from the equity offering.

Dividends payments during the year ended December 31, 2022

of $663 million included $332 million paid to ArcelorMittal

shareholders and $331 million paid to non-controlling

shareholders in subsidiaries. Dividends during the year ended

December 31, 2021 included $312 million paid to ArcelorMittal

shareholders and $260 million were paid to non-controlling

shareholders in subsidiaries. Dividends paid during the year

ended December 31, 2020 of $181 million paid to non-

controlling shareholders in subsidiaries.

Equity

Equity attributable to the equity holders of the parent increased

to $53.2 billion as of December 31, 2022 from $49.1 billion as of

December 31, 2021 primarily due to net income attributable to

the equity holders of the parent of $9.3 billion and $0.6 billion

actuarial gains, partly offset by a $2.9 billion decrease due to

share buyback programs, $2.6 billion foreign exchange losses

and $0.3 billion dividend payments. See note 11 to

ArcelorMittal’s consolidated financial statements for the year

ended December 31, 2022.

Equity attributable to the equity holders of the parent amounted

to $38.3 billion at December 31, 2020. The net loss attributable

to the equity holders of the parent of $0.7 billion, foreign

exchange losses of $0.9 billion, $0.3 billion actuarial losses and

$0.5 billion decrease for the share buyback program were

largely offset by increases of $1.1 billion for the MCNs, $0.7

billion for the equity offering and a $0.4 billion increase in the fair

value of investments held in equity instruments at FVOCI.

Disclosures about market risk

ArcelorMittal is exposed to a number of different market risks

arising from its normal business activities. Market risk is the

possibility that changes in raw materials prices, foreign currency

exchange rates, interest rates, base metal prices (zinc, nickel,

aluminum and tin) and energy prices (oil, natural gas and

power) will adversely affect the value of ArcelorMittal’s financial

assets, liabilities or expected future cash flows.

The fair value information presented below is based on the

information available to management as of the date of the

consolidated statements of financial position. Although

ArcelorMittal is not aware of any factors that would significantly

affect the estimated fair value amounts, such amounts have not

been comprehensively revalued for purposes of this annual

report since that date, and therefore, the current estimates of

fair value may differ significantly from the amounts presented.

The estimated fair values of certain financial instruments have

been determined using available market information or other

valuation methodologies that require considerable judgment in

interpreting market data and developing estimates.

See note 6 to ArcelorMittal’s consolidated financial statements

for quantitative information about risks relating to financial

instruments, including financial instruments entered into

pursuant to the Company’s risk management policies.

Risk management

ArcelorMittal has implemented strict policies and procedures to

manage and monitor financial market risks. Organizationally,

supervisory functions are separated from operational functions,

with proper segregation of duties. Financial market activities are

overseen by the CEO and CFO, the Corporate Finance and Tax

Committee and the Executive Office.

All financial market risks are managed in accordance with the

Treasury and Financial Risk Management Policy. These risks

are managed centrally through Group Treasury by a group

specializing in foreign exchange, interest rate, commodity,

internal and external funding and cash and liquidity

management.

All financial market hedges are governed by ArcelorMittal’s

Treasury and Financial Risk Management Policy, which includes

a delegated authority and approval framework, sets the

boundaries for all hedge activities and dictates the required

approvals for all Treasury activities. Hedging activity and limits

are monitored on an ongoing basis. ArcelorMittal enters into

transactions with numerous counterparties, mainly banks and

financial institutions, as well as brokers, major energy producers

and consumers.

As part of its financial risk management activities, ArcelorMittal

uses derivative instruments to manage its exposure to changes

in interest rates, foreign exchange rates and commodities

prices. These instruments are principally interest rate, currency

and commodity swaps, spots and forwards. ArcelorMittal may

also use futures and options contracts.

Counterparty risk

ArcelorMittal has established detailed counterparty limits to

mitigate the risk of default by its counterparties. The limits

restrict the exposure ArcelorMittal may have to any single

counterparty. Counterparty limits are calculated taking into

account a range of factors that govern the approval of all

Management report

193

counterparties. The factors include an assessment of the

counterparty’s financial soundness and its ratings by the major

rating agencies, which must be of a high quality. Counterparty

limits are monitored on a periodic basis.

All counterparties and their respective limits require the prior

approval of the Corporate Finance and Tax Committee.

Standard agreements, such as those published by the

International Swaps and Derivatives Association, Inc. (ISDA) are

negotiated with all ArcelorMittal trading counterparties.

Currency exposure

ArcelorMittal seeks to manage each of its entities’ exposure to

its operating currency. For currency exposure generated by

activities, the conversion and hedging of revenues and costs in

foreign currencies is typically performed using currency

transactions on the spot market and forward market. For some

of its business segments, ArcelorMittal hedges future cash

flows.

Because a substantial portion of ArcelorMittal’s assets, liabilities,

sales and earnings are denominated in currencies other than

the U.S. dollar (its reporting currency), ArcelorMittal has

exposure to fluctuations in the values of these currencies

relative to the U.S. dollar. These currency fluctuations,

especially the fluctuation of the value of the U.S. dollar relative

to the euro, the Canadian dollar, Brazilian real, South African

rand, Argentine peso, Kazakh tenge, Indian rupee, Polish zloty

and Ukrainian hryvnia, as well as fluctuations in the currencies

of the other countries in which ArcelorMittal has significant

operations and/or sales, could have a material impact on its

results of operations.

ArcelorMittal faces transaction risk, where its businesses

generate sales in one currency but incur costs relating to that

revenue in a different currency. For example, ArcelorMittal’s

subsidiaries may purchase raw materials, including iron ore and

coking coal, in U.S. dollar, but may sell finished steel products in

other currencies. Consequently, an appreciation of the U.S.

dollar will increase the cost of raw materials, thereby negatively

impacting the Company’s operating margins, unless the

Company is able to pass along the higher cost in the form of

higher selling prices.

ArcelorMittal faces foreign currency translation risk, which arises

when ArcelorMittal translates the financial statements of its

subsidiaries, denominated in currencies other than the U.S.

dollar for inclusion in ArcelorMittal’s consolidated financial

statements.

The tables below illustrate the impact of an appreciation and a

depreciation of the U.S. dollar of 10% against the euro, on the

conversion of the net debt of ArcelorMittal into U.S. dollar as of

December 31, 2022 and December 31, 2021. The impact on net

debt denominated in a currency different than the euro, is

computed based on historical data of how such currency would

move against the U.S. dollar when the U.S. dollar appreciates/

depreciates 10% against the euro. A positive sign means an

increase in the net debt.


Currency	Impact on net debt translation of a 10% appreciation of the U.S. dollar against the euro	Impact on net debt translation of a 10% depreciation of the U.S. dollar against the euro
In 2022	in $ equivalent (in millions)	in $ equivalent (in millions)
Argentine peso	55	(78)
Brazilian real	1	(1)
Euro	68	(68)
Indian rupee	5	(5)
Moroccan dirham	7	(9)
Polish zloty	(9)	12
Other	—	—


Currency	Impact on net debt translation of a 10% appreciation of the U.S. dollar against the euro	Impact on net debt translation of a 10% depreciation of the U.S. dollar against the euro
In 2021	in $ equivalent (in millions)	in $ equivalent (in millions)
Argentine peso	25	(34)
Brazilian real	8	(9)
Euro	(325)	325
Moroccan dirham	4	(5)
Polish zloty	(15)	19
South African rand	14	(17)
Other	2	(3)

Derivative instruments

ArcelorMittal uses derivative instruments to manage its

exposure to movements in interest rates, foreign exchange rates

and commodity prices. Changes in the fair value of derivative

instruments are recognized in the consolidated statements of

operations or in equity according to nature and effectiveness of

the hedge.

Derivatives used are non-exchange-traded derivatives such as

over-the-counter swaps, options and forward contracts.

For the Company’s tabular presentation of information related to

its market risk sensitive instruments, please see note 6 to the

consolidated financial statements.

Management report

194

Interest rate sensitivity

Cash balances, which are primarily composed of euros and U.S.

dollar, are managed according to the short term (up to one year)

guidelines established by senior management on the basis of a

daily interest rate benchmark, primarily through short-term

currency swaps, without modifying the currency exposure.

Interest rate risk on debt

ArcelorMittal’s policy consists of incurring debt at fixed and

floating interest rates, primarily in U.S. dollar and euros

according to general corporate needs. Interest rate and currency

swaps are utilized to manage the currency and/or interest rate

exposure of the debt.

For the Company’s tabular presentation of the fair values of its

short and long term debt, please see note 6 to the consolidated

financial statements.

Commodity price risk

ArcelorMittal utilizes a number of exchange-traded commodities

in the steel-making process. In certain instances, ArcelorMittal is

the leading consumer worldwide of certain commodities. In

some businesses and in certain situations, ArcelorMittal is able

to pass this exposure on to its customers. The residual

exposures are managed as appropriate.

Financial instruments related to commodities (base metals,

energy, freight and emission rights) are utilized to manage

ArcelorMittal’s exposure to price fluctuations.

Hedges in the form of swaps and options are utilized to manage

the exposure to commodity price fluctuations.

In case of natural gas, ArcelorMittal has a portfolio of

steelmaking assets with approximately 80% of steel being

produced through the BF-BOF route which means resulting by-

product gases are recycled and utilized as a substitute for

natural gas covering a large part of the Company's needs.

Overall, the Company has a policy of hedging a portion of its

natural gas requirements with other strategic long term hedges

in place.

With respect to emission rights, in 2022, the Company has

fulfilled its shortfall requirements through the utilization of some

of its hedges and through some spot purchases by strategically

buying certificates in a planned manner.

For the Company’s tabular presentation of information related to

its market risk sensitive instruments, please see note 6 to the

consolidated financial statements.

In respect of non-exchange traded commodities, ArcelorMittal is

exposed to volatility in the prices of raw materials such as iron

ore (which is generally correlated with steel prices with a time

lag) and coking coal. This exposure is almost entirely managed

through long-term contracts, however some hedging of iron ore

exposures is made through derivative contracts. For a more

detailed discussion of ArcelorMittal’s iron ore and coking coal

purchases, see “Operating and financial review —Key factors

affecting results of operations—Raw materials”.

Outlook

As anticipated, apparent demand conditions are now showing

signs of improvement as the destocking phase reaches maturity.

Despite continued headwinds to real demand, in countries

outside of China, ASC, in 2023, is expected to recover by 2.0%

to 3.0% as compared to 2022 (when global ASC is estimated to

have contracted by 2.0% to 2.5%), due to non-recurrence of the

destocking effects that weighed on demand, particularly in the

final months of 2022. The Company expects its steel shipments

in 2023 to grow by approximately 5% as compared to 2022.

ArcelorMittal expects the following demand dynamics by key

region:

•In the US, although real demand growth is expected to

remain lackluster due to the lagged impact of interest

rates rises, the anticipated end to destocking is

expected to lead to an increase in ASC of 1.5% to

3.5% in 2023;

•In Europe, the impact of significant destocking drove a

contraction of apparent consumption by 7.0% to 7.5%

in 2022. As a result, while the Company assumes a

marginal decline in real demand in 2023, apparent

demand is expected to recover by 0.5% to 2.5% in

2023. This would represent a significantly higher level

of apparent demand as compared to the peak of the

destocking cycle in the fourth quarter of 2022;

•In Brazil, the Company expects a gradual rebound in

real steel consumption in 2023 and a slowdown in

destocking to support ASC growth by 3.0% to 5.0%;

•In India, the Company expects another strong year with

ASC in the range of 6.0% to 8.0%;

•In the CIS region (which includes Commonwealth of

Independent States and Ukraine), while the Company

forecasts some improvement in steel consumption in

Ukraine, this is more than offset by the expected

decline in Russian steel consumption due to the lagged

impact of ongoing sanctions, particularly lower oil and

gas revenue, leading to an expected decline in ASC of

0.0% to 2.0% for the region; and

•In China, economic growth is expected to rebound

strongly in 2023 as COVID-19 pandemic restrictions

are now lifted. However, with continued weakness

expected in real estate during the year, steel

Management report

195

consumption is expected to stabilize in 2023 (+1.0% to

-1.0%) with potential upside dependent on government

infrastructure stimulus.

The Company expects that operating working capital will follow

the normal seasonal patterns (including an investment in the

first quarter of 2023) but expects a release for the full year 2023.

The Company is not able to provide reconciliations of this

guidance with respect to operating working capital because

information relating to the underlying components is not yet

available.

The Company expects positive net cash provided by operating

activities in 2023. Capital expenditures are expected to increase

to within the range of $4.5 billion to $5.0 billion. Interest costs

are expected to increase to approximately $0.4 billion and cash

outflow from taxes are expected to be lower (including non-

recurrence of timing related payments made in 2022 of $0.7

billion).

All information that is not historical in nature and disclosed

under “Operating and financial review”, and in particular in this

Outlook section, is deemed to be a forward-looking statement. A

detailed discussion of principal risks and uncertainties which

may cause actual results and events to differ materially from

such forward-looking statements is included in the section “Risk

factors”.

Management and employees

Directors and senior management

Board of Directors

ArcelorMittal places a strong emphasis on corporate

governance. The Board of Directors is composed of ten

directors, of which six are independent directors. Mr. Bruno

Lafont is the Lead Independent Director. The Board of Directors

has three committees: The Audit and Risk Committee, the

Appointment, Remuneration and Corporate Governance

Committee ("ARCG Committee") and the Sustainability

Committee ("SC"). Prior to July 28, 2021, the former

Appointments, Remuneration, Corporate Governance and

Sustainability Committee carried out the roles of both of the

current Appointments, Remuneration and Corporate

Governance Committee and the new Sustainability Committee.

The ARCG Committee and the Audit and Risk Committee are

comprised exclusively of independent directors. There are two

independent directors in the Sustainability Committee.

The annual general meeting of shareholders on May 4, 2022

acknowledged the expiration of the terms of office of Ms.

Vanisha Mittal Bhatia and Mr. Karel De Gucht. At the same

meeting, the shareholders re-elected Mrs. Vanisha Mittal Bhatia

and Mr. Karel De Gucht for a new term of three years each.

In the most recent assessment of the Company’s leadership

structure, the ARCG Committee reviewed the key duties and

responsibilities of the Company’s Executive Chairman and its

Lead Independent Director as follows:


Executive Chairman	Lead Independent Director
* Chairs the Board of Directors' and shareholders' meetings	* Provides independent leadership to the Board of Directors
* Works with the Lead Independent Director to set agenda for the Board of Directors and reviews the schedule of the meetings	* Presides at executive sessions of independent directors
* Serves as a public face of the Board of Directors and of the Company	* Advises the Executive Chairman of any decisions reached and suggestions made at the executive sessions, as appropriate
* Serves as a resource for the Board of Directors	* Coordinates the activities of the other independent directors
* Guides discussions at the Board of Directors meetings and encourages directors to express their positions	* Oversees Board of Directors' governance processes, including succession planning and other governance-related matters
* Communicates significant business developments and time-sensitive matters to the Board of Directors	* Liaison between the Executive Chairman and the other independent directors
* Is responsible for managing day-to-day business and affairs of the Company	* Calls meetings of the independent directors when necessary and appropriate
* Interacts with the Executive Office of the Company and frequently meets stakeholders and provides feedback to the Board of Directors	* Leads the Board of Directors’ self-evaluation process and such other duties as are assigned from time to time by the Board of Directors

Management report

196

The members of the Board of Directors are set out below:


Name	Age5	Date of joining the Board6	End of Term	Position within ArcelorMittal5
Lakshmi N. Mittal	72	May 1997	May 2023	Executive Chairman of the Board of Directors
Aditya Mittal8	46	June 2020	May 2023	Director and Chief Executive Officer
Vanisha Mittal Bhatia7	42	December 2004	May 2025	Director
Bruno Lafont1, 2, 4	66	May 2011	May 2023	Lead Independent Director
Tye Burt2, 3, 4	65	May 2012	May 2024	Director
Michel Wurth3	68	May 2014	May 2023	Director
Karyn Ovelmen1, 4	59	May 2015	May 2024	Director
Karel de Gucht1, 4	68	May 2016	May 2025	Director
Etienne Schneider1, 4	51	June 2020	May 2023	Director
Clarissa Lins2, 3, 4	55	June 2021	May 2024	Director

1.Member of the Audit & Risk Committee.

2.Member of the Appointments, Remuneration and Corporate Governance Committee.

3.Member of the Sustainability Committee.

4.Non-executive and independent director.

5.Age and position as of December 31, 2022.

6.Date of joining the Board of ArcelorMittal or, if prior to 2006, its predecessor Mittal Steel Company NV.

7.Ms. Vanisha Mittal Bhatia is the daughter of Mr. Lakshmi N. Mittal and sister of Mr. Aditya Mittal.

8.Mr. Aditya Mittal is the son of Mr. Lakshmi N. Mittal and brother of Ms. Vanisha Mittal Bhatia.

Henk Scheffer is the Company Secretary and, accordingly, acts as secretary of the Board of Directors.

Management report

197


		Lakshmi N. Mittal Executive Chairman


72 years old Nationality: Indian Date of first election: May 1997 Term start date: June 2020 Term end date: May 2023		Expertise and experience Lakshmi N. Mittal is the Executive Chairman of ArcelorMittal since February 2021. He was previously the Chairman and Chief Executive Officer of ArcelorMittal. He is a renowned global businessman who serves on the boards of various companies and advisory councils. He is an active philanthropist engaged in the fields of education and child health. Mr. Mittal was born in Sadulpur in Rajasthan in 1950. He graduated from St Xavier’s College in Kolkata, where he received a Bachelor of Commerce degree. He has received numerous awards for his contribution to the steel industry over the years and recently, in April 2018, Mr. Mittal was awarded by the American Iron and Steel Institute with the Gary medal award recognizing his great contribution to the steel industry. He is widely recognized for successfully integrating many company acquisitions in North America, South America, Europe, South Africa and the CIS. Mr. Mittal is Chairman of the board of Aperam and a member of the board of Goldman Sachs. He previously sat on the board of Airbus N.V. He is a member of the Foreign Investment Council in Kazakhstan, the National Investment Council of Ukraine, the Global CEO Council of the Chinese People’s Association for Friendship with Foreign Countries, the World Economic Forum’s International Business Council, the World Steel Association’s Executive Committee, the European Round Table of Industrialists, the Indian School of Business and a member of the board of Trustees of Cleveland Clinic. Mr. Mittal is the father of Aditya Mittal (who is Chief Executive Officer and a non-independent Director of ArcelorMittal) and Vanisha Mittal Bhatia (who is a Non-independent Director of ArcelorMittal Board). Mr. Mittal is a citizen of India.

Management report

198


		Aditya Mittal Chief Executive Officer ("CEO")


46 years old Nationality: Indian Date of first election: June 2020 Term start date: June 2020 Term end date: May 2023		Expertise and experience Aditya Mittal is the Chief Executive Officer since February 2021 and Director of ArcelorMittal. He was previously the President and Chief Financial Officer ("CFO") of ArcelorMittal. Following the formation of ArcelorMittal in 2006, Aditya held various senior leadership roles, including managerial oversight of the Group’s flat carbon steel businesses in the Americas and Europe, in addition to his role as CFO and membership of the Group Management Board. He sees climate change as ArcelorMittal’s top strategic issue and wants the Company to lead the decarbonization of the steel industry. In 2008, Aditya was named ‘European Business Leader of the Future’ by CNBC Europe and was ranked fourth in Fortune magazine’s ‘40 under 40’ list in 2011. He is an active philanthropist with a particular interest in child health. Together with his wife Megha, he is a significant supporter of the Great Ormond Street Children’s Hospital in London, having funded the Mittal Children’s Medical Centre, and in India, the couple work closely with UNICEF, having funded the first ever country-wide survey into child nutrition, the results of which are being used by the Government of India to inform relevant policy. Aditya serves on the boards of ArcelorMittal, Aperam, and Iconiq Capital and is Chairman of ArcelorMittal Nippon Steel India and Chairman of HMEL. He is also a trustee at Brookings Institution, a member of Harvard University’s Global Advisory Council. He holds a Bachelor’s degree in Economics with concentrations in Strategic Management and Corporate Finance from the Wharton School in Pennsylvania, United States. He is the son of Mr. Lakshmi N. Mittal and brother of Ms. Vanisha Mittal Bhatia. Mr. Aditya Mittal is a citizen of India.

Management report

199


		Vanisha Mittal Bhatia Non-independent Director


42 years old Nationality: Indian Date of first election: December 2004 Term start date: May 2022 Term end date: May 2025		Expertise and experience Vanisha Mittal Bhatia is a non-independent Director of ArcelorMittal. She was appointed as a member of the LNM Holdings Board of Directors in June 2004. Ms. Vanisha Mittal Bhatia was appointed to Mittal Steel’s Board of Directors in December 2004, where she worked in the Procurement department leading various initiatives including "total cost of ownership program". She joined Aperam in April 2011 and since has held the position of Chief Strategy Officer. She has a Bachelor of Sciences from the European Business School. Ms. Vanisha Mittal Bhatia is a citizen of India. Ms. Vanisha Mittal Bhatia is the daughter of Mr. Lakshmi N. Mittal and the sister of Mr. Aditya Mittal.

Management report

200


		Bruno Lafont Non-Executive and Lead independent Director


66 years old Nationality: French Date of first election: May 2011 Term start date: June 2020 Term end date: May 2023		Expertise and experience Bruno Lafont is Lead Independent Director of ArcelorMittal, a member of the Audit & Risk Committee and Chairman of the Appointments, Remuneration and Corporate Governance Committee. He began his career at Lafarge in 1983 and has held numerous positions in finance and international operations with the same company. In 1995, Mr. Lafont was appointed Group Executive Vice President, Finance, and thereafter, Executive Vice President of the Gypsum Division in 1998. Mr. Lafont joined Lafarge’s General Management as Chief Operating Officer between May 2003 and December 2005, Chief Executive Officer in January 2006, and he was appointed Chairman and Chief Executive Officer in May 2007. In July 2015 Mr. Lafont was appointed Honorary Chairman of Lafarge. He was co-Chairman of the Board of Directors of LafargeHolcim between July 2015 and May 2017. As former Chairman and Chief Executive Officer of Lafarge, Mr. Lafont has extensive experience in managing health and safety questions. He was a board member of EDF from 2008 to 2019. Mr. Lafont left the Executive Committee of the World Business Council for Sustainable Development (WBCSD) in December 2019. Born in 1956, Mr. Lafont is a graduate from the Hautes Etudes Commerciales business school (HEC 1977, Paris) and the Ecole Nationale d’Administration (ENA 1982, Paris). Mr. Lafont is a citizen of France. Mr. Lafont has informed the Company that, on December 8, 2017, he (along with five other former Lafarge officers) was placed under formal investigation (mis en examen) in his capacity as former CEO of Lafarge SA, in relation to alleged payments made by a subsidiary of Lafarge SA (Lafarge Cement Syria) to terrorist groups in Syria, and that alleged violations of EU economic sanctions and French labor law are also being investigated.

Management report

201


		Tye Burt Non-executive and independent Director


65 years old Nationality:Canadian Date of first election: May 2012 Term start date: June 2021 Term end date: May 2024		Expertise and experience Tye Burt, is a non-executive and independent Director of ArcelorMittal and a member of the Appointments, Remuneration and Corporate Governance Committee as well as of the Sustainability Committee. He was appointed President and Chief Executive Officer of Kinross Gold Corporation in March 2005. He held this position until August 1, 2012. Kinross is listed on the New York Stock Exchange and the Toronto Stock Exchange. Mr. Burt was also a member of the board of directors of Kinross, where he had overall responsibility for the health and safety program, now contributing this expertise on health and safety to the ArcelorMittal’s Board of Directors. Mr. Burt has broad experience in the global mining industry, specializing in corporate finance, business strategy and mergers and acquisitions. Prior to joining Kinross, he held the position of Vice Chairman and Executive Director of Corporate Development at Barrick Gold Corporation. He was President of the Cartesian Capital Group from 2000 to 2002; Chairman of Deutsche Bank Canada and Deutsche Bank Securities Canada; Global Managing Director of Global Metals and Mining for Deutsche Bank AG from 1997 to 2000; and Managing Director and Co-Head of the Global Mining Group at BMO Nesbitt Burns from 1995 to 1997, holding various other positions at BMO Nesbitt Burns from 1986 to 1995. Mr. Burt is the Chair and Principal at Carbon Arc Capital Investments Corp. and was the Life Sciences Research Campaign Chair of the University of Guelph's Better Planet Project. Mr. Burt is a member of the Board of Directors of Boart Longyear, a global leader in the drilling services and equipment industry. He is a graduate of Osgoode Hall Law School, a member of the Law Society of Ontario, and he holds a Bachelor of Arts degree from the University of Guelph. Mr. Burt is a citizen of Canada.

Management report

202


		Michel Wurth Non-independent Director


68 years old Nationality:Luxembourgish Date of first election: May 2014 Term start date: June 2020 Term end date: May 2023		Expertise and experience Michel Wurth is a non-independent Director of ArcelorMittal and a member of the Sustainability Committee. He joined Arbed in 1979 and held a variety of functions before joining the Arbed Group Management Board and becoming its chief financial officer in 1996. The merger of Aceralia, Arbed and Usinor, leading to the creation of Arcelor in 2002, led to Mr. Wurth’s appointment as Senior Executive Vice President and Chief Financial Officer of Arcelor. He became a member of ArcelorMittal’s Group Management Board in 2006, responsible for Flat Carbon Europe, Global R&D, Distribution Solutions and Long Carbon Worldwide respectively. Michel Wurth retired from the GMB in April 2014 and was elected to ArcelorMittal’s board of directors in May 2014. He holds a Law degree from the University of Grenoble, France, and a degree in Political Science from the Institut d’Études Politiques de Grenoble as well as a Master’s of Economics from the London School of Economics, UK. Mr. Wurth is also doctor of laws honoris causa of the Sacred Heart University, Luxembourg. Mr. Wurth is Chairman of ArcelorMittal Luxembourg S.A. (a wholly owned subsidiary of ArcelorMittal) as well as Vice Chairman of the supervisory board of Dillinger Hütte AG and Dillinger Hütte Saarstahl AG (associates of ArcelorMittal). Mr. Wurth is a Board member of Orion Engineered Carbon S.A. a global company active in the black carbon industry, listed on the NASDAQ. Mr. Wurth served as Chairman of the Luxembourg Chamber of Commerce between May 2004 and May 2019 and is a member of the Council of the Central Bank of Luxembourg. He is also non-executive Chairman of Paul Wurth Real Estate S.A. and member of the supervisory board of SMS Group (the controlling shareholder of Paul Wurth Real Estate S.A.), as well as non-executive Chairman of BIP Investment Partners S.A. and BIP Capital Partners S.A., and non- executive Board member of Brasserie Nationale. SMS Group, a leading family owned equipment and engineering supplier for the steel and non-ferrous metal producing industry. BIP Investment Partners and BIP Capital Partners S.A. are Luxembourg based companies organized as investment funds investing in small and mid-cap private equity and Brasserie Nationale is a privately owned brewery based in Luxembourg. Mr. Wurth is vice-chairman of the Luxembourg Red Cross. Mr. Wurth is a citizen of Luxembourg.

Management report

203


		Karyn Ovelmen Non-executive and independent Director


59 years old Nationality: USA Date of first election: May 2015 Term start date: June 2021 Term end date: May 2024		Expertise and experience Karyn Ovelmen is a non-executive and independent Director of ArcelorMittal as well as the Chairman of the Audit & Risk Committee. From January 2019 to December 31, 2019, Mrs. Ovelmen was the Gas Power Transformation Leader for the General Electric Company. Prior to that, she served as Executive Vice President and Chief Financial Officer of Flowserve, a position that she held from June 2015 to February 2017. Previously, she also served as Chief Financial Officer and Executive Vice President of LyondellBasell Industries NV from 2011 to May 2015, as Executive Vice President and Chief Financial Officer of Petroplus Holdings AG from May 2006 to September 2010 and as Executive Vice President and Chief Financial Officer of Argus Services Corporation from 2005 to 2006. Prior to that, she was Vice President of External Reporting and Investor Relations for Premcor Refining Group Inc. She also spent 12 years with PricewaterhouseCoopers, primarily serving energy industry accounts. Mrs. Ovelmen is a member of the Hess Corporation Board of Directors and a member of the Audit Committee as of November 4, 2020. Mrs. Ovelmen was a member of the Gates Industrial Corporation plc. Board of Directors as a non-executive director and was a member of their Audit Committee from December 2017 to March 2019. Mrs. Ovelmen holds a Bachelor of Arts degree from the University of Connecticut, USA, and is a Certified Public Accountant ("CPA"). Mrs. Ovelmen is a citizen of the United States of America.


		Karel de Gucht Non-executive and independent Director


68 years old Nationality: Belgian Date of first election: May 2016 Term start date: May 2022 Term end date: May 2025		Expertise and experience Karel de Gucht is a non-executive and independent Director and a member of the Audit & Risk Committee. Mr. De Gucht is a Belgian Minister of State. He was the European Commissioner for Trade in the 2nd Barroso Commission from 2010 to 2014 and for Development and Humanitarian Aid in the 1st Barroso Commission from 2009 to 2010. Previously, Mr. De Gucht served as Belgium's Minister of Foreign Affairs from 2004 to 2009 and Vice Prime Minister of Belgium from 2008 to 2009. In addition, in 2006, he was the Chairman in Office of the Organization for Security and Cooperation in Europe (OSCE) and Member of the Security Council of the United Nations from 2007 to 2008. Since 1991, Mr. De Gucht has been a Professor of Law at the VUB (the Dutch-speaking Free University Brussels). He is currently a member of the European Advisory Board of CVC Capital Partners, a member of the board of directors of the listed company Proximus NV and the president of the IES, the Institute of European Studies at the VUB. In the course of 2021, Mr. De Gucht has been nominated Chairman of the Board of YOUSTON NV, a Belgian company specialized in archiving, digitalization and processing. Mr. De Gucht holds a Master of Law degree from the VUB and is a Belgian citizen.

Management report

204


		Etienne Schneider Non-executive and independent Director


51 years old Nationality: Luxembourgish Date of first election: June 2020 Term start date: June 2020 Term end date: May 2023		Expertise and experience Etienne Schneider is a non-executive and independent Director and a member of the Audit & Risk Committee. Etienne Schneider joined the government of Luxembourg in 2012 as Minister of the Economy and Foreign Trade before being appointed Deputy Prime Minister, Minister of the Economy, Minister of Internal Security and Minister of Defense in 2013. In 2018, Mr. Schneider became Deputy Prime Minister, Minister of the Economy and Minister of Health and in February 2020 retired from politics. He has previously filled several positions as a senior civil servant, such as a research assistant at the European Parliament in Brussels, economist for the LSAP parliamentary group in the Chamber of Deputies and project leader with NATO in Brussels. He also served as a government advisor responsible for various Directorates. Mr. Schneider became a member of the executive board of several companies, such as the Société électrique de l’Our (SEO), Enovos International SA, Enovos Deutschland AG and the National Credit and Investment Company (SNCI). Upon being appointed minister in 2012, he resigned from all of these positions. In 2021, Mr. Schneider became president of the board of LuxTP, a Luxembourgish affilate of the Belgian construction company Besix Group in which he holds a position as independent board member since 2020. Mr. Schneider holds a degree from the Institut Catholique des Hautes Etudes Commerciales (ICHEC) in Brussels and from Greenwich University in London in commercial and financial sciences. Mr. Schneider is a citizen of Luxembourg.

Management report

205


		Clarissa Lins Non-executive and independent Director


55 years old Nationality: Brazilian Date of first election: June 2021 Term start date: June 2021 Term end date: May 2024		Expertise and experience Clarissa Lins is a non-executive and independent Director of ArcelorMittal as well as the Chairman of the Sustainability Committee. Mrs. Lins is a senior executive with consolidated experience in strategy, sustainability, and corporate governance. With a distinguished education background in economy, she worked on relevant projects in the public sector at the beginning of her career - she was part of Brazil’s Ministry of Finance team that produced the economic stabilization program known as the Real Plan in 1994, under President Cardoso. She also served as an Advisor to the President of Brazil’s BNDES Development Bank, participating in the structuring of the country’s large-scale privatization projects from 1995 to 1999. She was head of Corporate Strategy at Petrobras from 1999 to 2002, when the state- owned oil and gas company shifted its strategy and improved its corporate governance practices while doing an IPO at the NYSE. Mrs. Lins moved her focus more specifically towards Sustainability in 2004, when she joined the FBDS Fundação Brasileira para o Desenvolvimento Sustentável (Brazilian Foundation for Sustainable Development). In 2013 she founded the consultancy Catavento, advising corporations in the areas of strategy and sustainability. Mrs. Lins was the President of the Brazilian Institute of Petroleum and Gas (IBP) from November 2019 till March 2021, after serving as Executive Director for more than 3 years. She serves on Boards and Committees of leading companies operating in Brazil - including Suzano's Sustainability Committee (the world’s largest producer of market pulp), the Board of Directors of Votorantim Cimentos and Vibra Energia (listed at the Brazilian stock exchange). Other companies in which she has held relevant Board Committee positions include Shell, Vale and Petrobras. Mrs. Lins is a citizen of Brazil.

Management report

206

Senior management

As of December 31, 2022, ArcelorMittal’s senior management

was comprised of the Executive Office supported by nine other

Executive Officers. ArcelorMittal’s Executive Office was

comprised of the Executive Chairman, Mr. Lakshmi N. Mittal and

the CEO, Mr. Aditya Mittal. Together, the Executive Officers are

responsible for the implementation of the Company strategy,

overall management of the business and all operational

decisions.

On September 1, 2022, Stephanie Werner-Dietz was nominated

Executive Vice President of ArcelorMittal with immediate effect.

On January 1, 2023, she became an Executive Officer of

ArcelorMittal, replacing Bart Wille.


Name	Age	Position
Lakshmi N. Mittal1	72	Executive Chairman of ArcelorMittal
Aditya Mittal1	46	Chief Executive Officer of ArcelorMittal
Genuino Christino1	51	Chief Financial Officer of ArcelorMittal
Stefan Buys1	51	Executive Vice President, CEO ArcelorMittal Mining
Jefferson de Paula1	64	Executive Vice President, CEO ArcelorMittal South America Long
Geert Van Poelvoorde1	57	Executive Vice President, CEO ArcelorMittal Europe
Bart Wille1,2	61	Executive Vice President, Head of HR
John Brett1	57	Executive Vice President, CEO ArcelorMittal North America
Bradley Davey1	58	Executive Vice President and Head of Corporate Business Optimization
Vijay Goyal1	51	Executive Vice President, CEO CIS
Dilip Oommen1	64	Executive Vice President, CEO AM/NS India
Stephanie Werner-Dietz1	50	Executive Vice President, Head of HR

1.Age and position as of December 31, 2022.

2.Bart Wille retired on December 31, 2022.

Lakshmi N. Mittal (See “—Board of Directors”).

Aditya Mittal (See "—Board of Directors").

Management report

207


		Genuino M. Christino Chief Financial Officer and Executive Vice President.


51 years old Nationality: Brazilian		Expertise and experience Genuino M. Christino is the Chief Financial Officer and Executive Vice President of ArcelorMittal since February 2021. He is a member of the Group management committee since 2016. Prior to Mr. Christino’s appointment as Chief Financial Officer, he was the Group Head of Finance since 2016. As Chief Financial Officer, Mr. Christino is responsible for all of the Company’s financial functions, including treasury, corporate finance, accounting, performance management, insurance and investor relations. In addition, Mr. Christino oversees group Merger & Acquisitions, Legal and IT activities and is a member of the Company’s Investment Allocation Committee. Mr. Christino also heads the Company’s Corporate Finance and Tax Committee where all key financial transactions of the group are reviewed and approved. Prior to joining the ArcelorMittal Group in 2003, Mr. Christino had spent ten years at KPMG in Brazil and in the United Kingdom, as an auditor and a consultant. Mr. Christino holds a bachelor’s degree in accounting and business administration from the Universidade Paulista in São Paolo, Brazil and has also completed an Executive MBA Program from the Dom Cabral Foundation in Belo Horizonte, Brazil. Mr. Christino is a citizen of Brazil.


		Stefan Buys Member of the Group management committee, CEO of ArcelorMittal Mining.


51 years old Nationality: Australia and South Africa		Expertise and experience Stefan Buys is a member of the Group management committee and the CEO of ArcelorMittal Mining. He joined the group on October 1, 2021. He has over 25 years experience in the mining and minerals industry, starting his career in 1994 at Iscor Vanderbijlpark in South Africa. He joined Xstrata in 1995 and led various operational units, the last one as Chief Operating Officer of Xstrata Copper North Chile. In 2010, he joined BHP as Asset President Olympic Dam and later served as Project Director Organization Design. Before joining ArcelorMittal he joined RioTinto in 2018 as Managing Director Pilbara Mines. He holds a bachelor’s degree in metallurgical engineering from the University of Pretoria, a post graduate diploma in management from the University of South Africa and a post graduate diploma in teaching from the University of Western Australia. Mr. Buys holds dual citizenship in Australia and South Africa.

Management report

208


		Jefferson de Paula Member of the Group management committee, President of ArcelorMittal Brazil, CEO of ArcelorMittal Long LATAM and Mining Brazil.


64 years old Nationality: Brazilian		Expertise and experience Jefferson de Paula is a member of the Group management committee, President of ArcelorMittal Brazil, CEO of ArcelorMittal Long LATAM and Mining Brazil. Counting over 36 years of work in the steel industry, Mr. De Paula has been with the Group since 1991, occupying several executive positions in Brazil, Argentina, Americas and Europe. He is Vice President of the Federation of Industries of the State of Minas Gerais (FIEMG), Chairman of Brazil Steel Institute (IABr), Vice President of the Executive Committee of the Latin American Steel Association (ALACERO). Mr. De Paula is graduated in metallurgical engineering from Universidade Federal Fluminense (Brazil) and has attended to senior executive courses from Insead (France) and from Kellogg - Northwestern University (USA). Mr. de Paula is a citizen of Brazil.


		Geert Van Poelvoorde Member of the Group management committee. Executive Vice President, CEO ArcelorMittal Europe


57 years old Nationality: Belgian		Expertise and experience Geert Van Poelvoorde is a member of the Group management committee. He started his career in 1989 as a project engineer at the Sidmar Ghent hot strip mill, where he held several senior positions in the automation and process computer department. He moved to Stahlwerke Bremen in 1995 as senior project manager. Between 1998 and 2002, he headed a number of departments, and in 2003 he was appointed director of Stahlwerke Bremen, responsible for operations and engineering. In 2005, Mr. Van Poelvoorde returned to ArcelorMittal Ghent to take up the position of Chief Operating Officer. In 2008, he became CEO of ArcelorMittal Ghent with direct responsibility for primary operations. He was appointed CEO of the Business Division North within Flat Carbon Europe in 2009. In January 2014, he was appointed CEO of Flat Carbon Europe and Purchasing and in February 2021, he became CEO of ArcelorMittal Europe. Since November 2015 he is a member of the executive committee of Eurofer (as president between 2015 and the end of 2022), the European steel federation and is serving on several boards. He graduated from the University of Ghent with a degree in civil engineering and electronics. Mr. Van Poelvoorde is a citizen of Belgium.

Management report

209


		Bart Wille Member of the Group management committee.


61 years old Nationality: Belgian		Expertise and experience Bart Wille, was a member of the Group management committee. He was appointed head of human resources in January 2018. Bart Wille retired on December 31, 2022. He joined ArcelorMittal after more than 30 years of global human resources management experience in various multinational companies. Mr. Wille joined Unilever in 1985 and he served the company during 22 years, with positions held in Belgium, the United Kingdom, Brazil and the Netherlands. After having joined Puratos (food ingredients) for a short period, Mr. Wille pursued his career with Bekaert as chief human resources officer at the beginning of 2009. As a member of the Bekaert Group Executive Board, Mr. Wille was responsible for human resources and the reorganization agenda of the company worldwide. In this role, he supported the international expansion of the company and he participated in the restructuring and change of the company's organization, as well as the continuous transformation of its culture. Mr. Wille is a graduate in international business administration of UFSIA, the University of Antwerp. Mr. Wille is a citizen of Belgium.


		John Brett Member of the Group management committee, Executive Vice-President and the Chief Executive Officer of ArcelorMittal North America.


57 years old Nationality: USA		Expertise and experience John Brett, is a member of the Group management committee, an Executive Vice-President and the Chief Executive Officer of ArcelorMittal North America. He joined the group at former Inland Steel in 1988 as an associate accountant, and progressed to become a manager specializing in financial analysis and systems in 1997. In 1998, Mr. Brett took on the role of controller for Ispat Inland Steel and in 2005, he was promoted to vice president, finance and planning and controller for Mittal Steel USA. In 2012, Mr. Brett was appointed executive vice president finance, planning and procurement for ArcelorMittal USA. Prior to becoming CEO of ArcelorMittal North America in January 2021, Mr. Brett was CEO of ArcelorMittal USA. Mr. Brett holds an MBA from the University of Chicago and is a graduate in economics from DePauw University. Mr. Brett is a citizen of the United States of America.

Management report

210


		Bradley Davey Member of the Group management committee, Executive Vice President and Head of Corporate Business Optimization.


58 years old Nationality: Canadian		Expertise and experience Bradley Davey is a member of the Group management committee, Executive Vice President and Head of Corporate Business Optimization. He joined Dofasco in 1986 as a project engineer in the central maintenance department, joined assigned maintenance in 1989, and then the hot strip mill ("HSM") in 1990. He held various positions in the HSM before becoming a Business Unit Manager in 1996. He gained international manufacturing experience through this role by leading two separate multi-year technical exchanges with the two leading Japanese steelmakers and through leading Dofasco’s HSM modernization project. In 2002, he changed careers to marketing as a Manager Strategic Marketing, led Dofasco’s Marketing process redesign project before becoming General Manager of Marketing in 2005, then to Director of Industry Sales in 2007, and then Vice President Commercial in 2008. In 2014, he added CMO North America Automotive, then became CMO North America Flat Rolled later in 2014. In 2016, he became CMO of Global Automotive along with CMO North America. In 2018, Mr. Davey became CEO of ArcelorMittal North America and held this position until his nomination to Head of Corporate Business Optimization early April 2021. Currently based in Canada, Mr. Davey has responsibility for Global Automotive, R&D, CTO, Corporate Health and Safety, Commercial Coordination, Corporate Capital Goods Procurement, Corporate Communications and Corporate Responsibility, Automotive, JV’s in China and India, Tailored Blanks Americas, and is Vice Chairman of the Investment Allocation Committee. Mr. Davey holds a mechanical engineering degree from McMaster University, Canada. Mr. Davey is a citizen of Canada.

Management report

211


		Vijay Goyal Member of the Group management committee, Chief Executive Officer of ArcelorMittal CIS.


51 years old Nationality: Indian		Expertise and experience Vijay Goyal is a member of the Group management committee and the Chief Executive Officer of ArcelorMittal CIS (ArcelorMittal Kryvyi Rih, Ukraine and ArcelorMittal Temirtau, Kazakhstan). The joint venture ArcelorMittal Tubular Products Jubail is also part of his scope. After having started his career as an internal auditor at ITC Ltd in India, he joined Mittal Steel in 1999 and held various positions in the finance function. In 2007, he was nominated as CFO and Head of Strategy for Long Carbon Europe, followed by his appointment as CFO and Head of central supply chain of Flat Carbon Europe in 2008. From 2014 to 2016, he was CFO of ArcelorMittal Europe, additionally in charge of legal, IT and the Shared Service Center Europe before being appointed CEO of ArcelorMittal Downstream Solutions and member of the Group Management Committee in October 2016. During 2019, he focused on the leadership of strategic projects for ArcelorMittal, primarily with respect to the acquisition of ESIL with the Company's joint venture partner NSC to create AMNS India, prior to his appointment as CEO of ArcelorMittal CIS from January 2020 onwards. Mr. Goyal is a graduate from St Xavier’s College, Calcutta. He is a chartered accountant and cost and works accountant from the respective institutes in India. He has also completed executive education programs at Wharton Business School. Mr. Goyal is a citizen of India.


		Dilip Oommen Member of the Group management committee, Chief Executive Officer of AMNS India.


64 years old Nationality: Indian		Expertise and experience Dilip Oommen is a member of the Group management committee. He was appointed CEO of AMNS India in December 2019 after the acquisition of ESIL. He has more than 40 years of experience in the steel industry. Mr. Oommen joined ESIL in 2003 as chief operating officer, before moving to senior leadership positions within the company. He was appointed Managing director and Chief Executive Officer of ESIL in 2019. Prior to joining ESIL, Mr. Oommen had worked in various leadership roles in Hadeed (SABIC), both in Long and Flat Product divisions. In 2020, Mr. Oommen was elected President of the Indian Steel Association, the industry body that represents major public and private sector steel companies in India. He has also served in the past as Co-Chair of the Federation of Indian Chambers of Commerce & Industry’s ("FICCI") Steel Committee, one of several industry leadership roles he has taken on during his career. He is also a member of the Advisory Committee of the Steel Ministry of India. Mr. Oommen is a metallurgical engineer from the Indian Institute of Technology, Kharagpur. He has attended several management and technical programs across the globe. Mr. Oommen is a citizen of India.

Management report

212


		Stephanie Werner-Dietz Member of the Group management committee.


50 years old Nationality: German		Expertise and experience Stephanie Werner-Dietz is a member of the Group management committee. She was appointed head of human resources on September 1, 2022. She joined ArcelorMittal with a long ranging HR experience of almost 25 years at Nokia, which she joined in 1998. Throughout her career, Mrs. Werner-Dietz has held different HR leadership positions in various countries. She held multiple HR business partner and expert roles across the company, and she was chief people officer of Nokia, based in Finland from January 2020 until her arrival at ArcelorMittal. Mrs. Werner-Dietz is a graduate in applied business languages (Chinese) and international business studies from the University of Applied Sciences of Bremen, Germany. Mrs. Werner-Dietz is a citizen of Germany.

Management report

213

Compensation


Content
Annual statement from the Chairman of ARCG Committee
Board of Directors
Remuneration at a glance - senior management	Overview of the Company's remuneration policy and rationale of each performance metric
Remuneration at a glance - 2022 pay outcomes	Comparison of pay outcomes 2022 vs. 2021 vs. 2020 vs. 2019 vs. 2018 Explanation of results for 2021 short-term incentives paid in 2022
Remuneration
Remuneration strategy	Explanation of what informs the ARCG's decision on pay
Remuneration policy	Explanation of policies applied to senior management
Remuneration mix	Overview of the remuneration mix for senior management
2022 Total remuneration	Overview of 2022 outcomes
Short-term incentives	Description of short-term incentives plan ("STI")
ArcelorMittal Equity Incentive Plan	Description of long-term incentive plan ("LTIP" or "LTI"s)
Other benefits	Description of other benefits
SOX 304 and Clawback	Explanation of SOX section 304 rules regarding clawbacks of CEO/CFO remuneration

Abbreviations
EBITDA	Operating income plus depreciation, impairment expenses and exceptional items
FCF	Free cash flow
STI	Short-term incentives
LTI/LTIP	Long-term incentives (plans)
EPS	Earnings per share
ESG	Environment, social and governance
PSU	Performance share units
RSU	Restricted share units
ROCE	Return on capital employed
TSR	Total shareholder return

Management report

214

Annual statement from the Chairman of ARCG Committee

Dear Shareholders,

In my capacity of Appointments, Remuneration & Corporate

Governance Committee (“ARCG”) chairman I would like to

provide you with a summary of the Committee’s major focus and

with an overview of the main actions taken, and to be taken, in

the field of Health and Safety, people strategy, remuneration,

successions and nominations.

Health and Safety

Health and Safety remains our main challenge but also one of

our core values, along with Sustainability, Quality and

Leadership. Health and Safety must always come first in our

decisions and actions, from the Board room to the shop floor.

The entire management is driving with full commitment the

culture and risk transformation as our biggest challenge remains

our safety performance with the aim of achieving zero fatalities.

We deeply regret the 22 fatalities that happened in 2022, even if

it shows an improvement versus 2021. A large component of

total fatalities occurred in Kazakhstan and a significant portion

during the conduct of mining operations. In 2022, we had

around 190,000, comprising employees and contractors.

The fatality frequency rate at AM’s steel operations in 2022 was

0.035 and AM’s mining fatality frequency rate was significantly

impacted in 2022 by the tragic accident in CIS/Kazakhstan

underground mine fire.

We believe that we have made many important interventions at

all levels of the organization (employee engagement, trainings,

accountability of the management) that will improve substantially

the results this year.

To ensure that everyone, including local management, is aligned

with this vision and as part of the Company’s comprehensive

commitment to Health and Safety cultural change, members of

the Board of Directors also visited various sites over the past

year. They interacted with local employees and discussed about

the fundamental importance of Health and Safety in the

workplace but also about the crucial need to accelerate the

transition to a more sustainable way to produce and deliver our

goods. Purpose of such visits consists in creating a strong

awareness about Health and Safety, as excellence in Health

and Safety will drive excellence in business results. The

Sustainability committee of the Board of Directors dedicated full

sessions to deeply review, comment and give input to the

actions launched by the Company to establish a very strong

safety culture. Those outcomes were reported to and discussed

by the full Board. From our discussions during our Board

meetings and from our site visits, we can assess a real change

happening and a very strong involvement of the CEO and the

top management of the Company. At the same time, we must

recognize that it will take time to reach our goal of zero fatalities.

We can be proud of the way management dealt with the

decreasing, but very relevant challenges presented by

COVID-19 pandemic during and of how we provided social and

humanitarian support towards our ArcelorMittal community.

Business and results

The world economy continues to suffer from a series of

destabilizing shocks. After the COVID-19 pandemic in 2020 and

the supply side constraints in 2021, the global economy

experienced another major negative shock during 2022 due to

Russia’s invasion of Ukraine. The war in Ukraine was, and

unfortunately remains, dramatic for the ArcelorMittal community,

particularly for the people working in the Kryvyi Rih area,

including dozens of colleagues who lost their lives or were

injured because of the war. The negative spillovers from the war

have exacerbated and reinforced the pre-existing strains from

the COVID-19 pandemic, such as bottlenecks in global supply

chains, thus causing increases in the price of many

commodities. In particular, the war in Ukraine is leading to

significantly higher prices and volatility in energy markets. The

strong market conditions of the past two years deteriorated in

2022 due to lower shipments, a reduction in exceptional price

levels, destocking and higher energy costs and put profits under

pressure.

The business responded quickly to this changing environment

by cutting higher cost capacity to manage addressable demand

and to reduce fixed costs, and by reducing European gas

consumption by 30%. Against all odds, ArcelorMittal’s

performance this year was good.

Among the largest projects conducted during the past year, in

November 2022, ArcelorMittal Nippon Steel India has concluded

a transaction, started in August 2022, to acquire two port assets

and a power plant from the Essar Group, for a net value of $2.4

billion. This will strengthen the strategic integration of our

manufacturing and logistics chain and create space for

expansion in this important growth market.

Also, early 2022, the hot strip mill built in Mexico, on-stream,

improved our product range in that area and has enabled us to

capture opportunities offered by the domestic market.

In July 2022, we announced the completion of the acquisition of

an 80% shareholding in voestalpine’s world-class Hot Briquetted

Iron (‘HBI’) plant in Texas, an overall transaction worth $1 billion.

In July 2022, we also announced the sign of an agreement with

the shareholders of Companhia Siderúrgica do Pecém ("CSP")

to acquire CSP, in Brazil, for an enterprise value of $2.2 billion.

CSP is a world-class operation, producing high-quality slab at a

globally competitive cost. CSP acquisition represents a

compelling expansion opportunity and a significant

strengthening/consolidation of our position in the high-growth

Management report

215

Brazilian market, in a region poised to build on Brazil’s

competitive advantage for renewables and green hydrogen

production.

During 2022, as part of its capital return policy and pursuant to

an authorization by the annual general meeting of shareholders

on June 8, 2021 and May 4, 2022, ArcelorMittal completed two

share buyback programs and announced a third share buyback

program which remains outstanding. Including the $8.7 billion

from share buyback programs that were completed in 2020 and

2021 and $2.9 billion from shares repurchased during 2022, the

Company returned in total $10.5 billion to shareholders under its

capital return policy. In 2022, share buybacks reduced the fully

diluted shares outstanding by 11%, bringing the total reduction

to 30% since end of September 2020.

People strategy, Remuneration, nomination and governance

The appointment of Aditya Mittal as Chief Executive Officer of

the Company and the transition of Mr. Lakshmi N. Mittal to the

role of Executive Chairman in 2021 remains a successful and

meaningful change, which has given new impetus and

stimulation to the Company, at the same time continuing to reap

the benefits of Mr. Mittal's constant presence and his

unparalleled wealth of experience.

During 2022, the ARCG Committee, conducted the Annual Self-

Assessment of the Board of Directors, which has shown that the

Company continues to place a ubiquitous focus on the Health

and Safety improvement (including fatality reduction),

decarbonization and other ESG measures, but also on

deployment of capital in the long term and for the interests of

investors. The Committee reviewed and approved short-term

incentive proposals for senior management and the

remuneration report for 2022. The ARCG Committee

acknowledged that, in 2022, ArcelorMittal’s Board of Directors

met nine times, the Audit and Risk Committee eight times, the

Sustainability Committee seven times, the Appointment,

Remuneration and Corporate Governance Committee six times

and a Special Committee considering acquisitions four times.

During 2022, the Board and Committees noted a deeper

strategic dialogue and the improvement of materials provided to

support their activities, thus demonstrating a concrete progress

compared to the previous year.

The ARCG Committee dedicated time to the analysis the Board

structure and participated in the selection of new Board

members for the future. In this regard, among the profiles

considered, I am pleased to mention that, at the next General

Meeting of Shareholders in May 2023, we intend to nominate a

new Board member with outstanding expertise in governance,

auditing and financial matters, as well as a long experience as a

Board member of numerous and diverse large international

companies.

The remuneration policy of our Company has undergone

significant changes over the past few years. We made, and are

making, changes and developments, to focus on the need for

goal setting in Health and Safety and other ESG measures and

to create the conditions to attract, motivate and retain the best-

in-class, entrepreneurial-minded, success-oriented employees,

with high personal, ethical, and professional standards. For the

Short-Term Incentive plan, we decided to replace gradually the

KPI of Long-Term Injury frequency rate by a proactive PSIF

(potential for a severe injury or fatality), which will allow us to

focus our attention, energy, and resources on detecting and

eliminating the causes of severe injury of fatality precursors.

As for the succession plan, management's main objective

remains to ensure a smooth running of the business following

the normal turnover of people at the management of the

Company. The Company has a succession planning policy and

procedure. For all senior positions the succession plan is

reviewed once a year in the presence of the Executive

Chairman, the CEO and the members of the ARCG Committee.

Furthermore, we improved our diversity in management which

reached 15.7% of women in leadership position versus 13.8% in

2021.

In 2021, we also launched a more regularly way of listening to

our employees several times a year. The ArcelorMittal Speak Up

+ surveys serve as the ongoing tool to help our Company’s

leaders to closely understand how the engagement of our

people worldwide evolves – by regularly listen to the aspirations

and concerns of our people – and to empower leaders to spot

and resolve potential issues quickly.

We were very pleased to welcome Stephanie Werner-Dietz,

who joined the Company in September 2022 as Executive Vice

President and Global Head of Human Resources, succeeding

Bart Wille, who decided to retire at the end of 2022 following a

career of 37 years in human resources management and to

whom we extend warm thanks and appreciation for his long

contribution.

Climate and Sustainability

Over the past year ArcelorMittal has made several acquisitions

to support its decarbonization objectives and enhance its ability

to produce or source the metallics required for low-carbon

emissions steelmaking.

In February 2022, we confirmed a US$ 1.8 billion investment in

decarbonization technologies at ArcelorMittal Dofasco’s plant in

Hamilton, Canada. The investment will reduce annual CO2 

emissions by approximately 60%. The Hamilton plant will move

from a blast furnace-basic oxygen furnace steelmaking

production to a DRI – EAF production, which carries a

significantly lower carbon footprint.

Management report

216

Commitment in renewable energy development remains a key

priority of ArcelorMittal’s industrial development. In this regard,

in March 2022 we established a strategic renewable energy

partnership with Greenko Group in India, and in November 2022

we invested $25 million in nuclear innovation company

TerraPower through our XCarb® Innovation Fund. Regarding

developments in terms of modernization of technologies and

reduction of environmental impact, it is also important to

mention the investments in scrap steel businesses in Europe,

John Lawrie Metals in Scotland, Riwald Recycling in the

Netherlands, Zakład Przerobu Złomu in Poland, and several

facilities in Germany from ALBA International Recycling.

In December 2022, ArcelorMittal inaugurated flagship CCU

project at its steel plant in Ghent, Belgium.

The COP27 defined a whole series of programs and measures

that could accelerate the road to net zero, including the scaling

up of renewable energy, which is critical for both the

decarbonization of steel and enhanced energy security.

Sustainability reporting

Due to the upcoming regulations on sustainability reporting, the

Company performed a preliminary analysis of the status and

level of disclosure of the various processes involved, based on

the criteria identified in the regulations. Specific plans were

initiated by business owners to address the identified gaps and

the Company is working towards the deployment and

implementation of an environmental data base that will

automatize environmental data collection from the segments

and sites and facilitate compliance with the new reporting

requirements.

Going forward and closing remarks

The short-term outlook for the industry remains uncertain and

we must remain cautious. Nevertheless, ArcelorMittal has

already in several circumstances demonstrated strength,

resilience and experience to face the future with confidence. Our

Company is supported by a strong balance sheet and will

continue to focus on executing its strategy, designed to ensure

its long-term sector leadership, as well as to deliver sustainable

investor returns.

After a full twelve years of service as Board member and six

years as Lead Independent Director, during 2023, I will be

stepping down from my role.

I would like to thank our employees and my colleagues on the

Board for their commitment and hard work, and I would also like

to thank our Shareholders for the trust they continue to place in

ArcelorMittal and in me during the past twelve years.

Sincerely yours,

Bruno Lafont

Management report

217

Board of Directors

Directors’ fees

The ARCG Committee of the Board of Directors prepares

proposals on the remuneration to be paid annually to the

members of the Board of Directors.

At the May 4, 2022 annual general meeting of shareholders, the

shareholders approved the annual remuneration for non-

executive directors for the 2021 financial year, based on the

following annual fees (euro denominated amounts are translated

into U.S. dollar as of December 31, 2021):

•Basic director’s remuneration: €158,095 ($179,058);

•Lead Independent Director’s remuneration: €222,985

($252,553);

•Additional remuneration for the Chair of the Audit &

Risk Committee: €30,675 ($34,743);

•Additional remuneration for the other Audit & Risk

Committee members: €18,877 ($21,380);

•Additional remuneration for the Chairs of the other

committees: €17,697 ($20,044); and

•Additional remuneration for the members of the other

committees: €11,798 ($13,363).

•Additional remuneration for the Chair of the special

committee: €12,500 ($14,158)

•Additional remuneration for the members of the special

committee: €10,000 ($11,326).

The total annual remuneration of the members of the Board of Directors for their service for the last five financial years was as follows:


			Year ended December 31,
(Amounts in $ thousands except Long-term incentives information)	2022	2021	2020	2019	2018
Base salary1	3,199	3,483	2,635	1,569	1,604
Director fees	1,676	1,784	1,706	1,554	1,509
Short-term performance-related bonus1	6,388	5,133	935	3,198	2,775
Long-term incentives 1, 2	141,564	109,143	148,422	89,933	70,302

1Includes Executive Chairman and CEO in 2022 and 2021, Chairman and CEO and President and CFO in 2020 and Chairman and CEO in all prior years. Slight

differences between the years are possible, due to foreign currency effects.

2See “Management and employees—Compensation—Remuneration—ArcelorMittal Equity Incentive Plan.”

The annual remuneration for the last five financial years to the current and former members of the Board of Directors for services in all

capacities in the years in which they were Directors was as follows:


(Amounts in $ thousands)	20221	20211	20201	20191	20181
Lakshmi N. Mittal	1,529	1,700	1,374	1,569	1,604
Aditya Mittal	1,670	1,783	1,261	—	—
Vanisha Mittal Bhatia	169	176	186	171	166
Suzanne P. Nimocks	76	189	200	183	178
Bruno Lafont	277	302	306	280	272
Tye Burt	194	194	200	183	178
Karyn Ovelmen	201	221	223	204	198
Jeannot Krecké	—	—	78	171	166
Michel Wurth	181	181	186	171	166
Karel de Gucht	189	208	209	191	185
Etienne Schneider	189	197	118	—	—
Clarissa Lins	200	116	—	—	—
Total	4,875	5,267	4,341	3,123	3,113

1.Remuneration for non-executive Directors with respect to 2022 will be paid in 2023 subject to Board of Directors proposal and to the shareholder approval at the annual

general meeting to be held on May 2, 2023. Remuneration for non-executive Directors with respect to 2021, 2020, 2019 and 2018 was paid in 2022, 2021, 2020 and

2019, respectively, following the shareholder approval at the annual general meetings held on May 4, 2022, June 8, 2021, June 13, 2020 and May 7, 2019, respectively.

Slight differences between the years are possible, due to foreign currency effects.

Management report

218

Except for the Executive Chairman and the CEO, members of the Board of Directors have not received any remuneration from any

subsidiary of the Group in 2022.

The annual remuneration for the last five financial years on a full-time equivalent basis of employees of ArcelorMittal S.A. was as

follows:


(Amounts in $ thousands)	20221	20211	20201	20191	20181
Average Remuneration	446	446	412	389	408

1.The annual remuneration is calculated for approximately 14 employees with a labor contract with ArcelorMittal S.A (not including any employees employed by other

entities within the Group)

ArcelorMittal has performed a benchmarking on remuneration

with its selected peers and fixed the remuneration of the

employees and Directors based on the outcome of that

exercise.

The policy of the Company is not to grant any share-based

remuneration to members of the Board of Directors who are not

executives of the Company. As of December 31, 2022,

ArcelorMittal did not have any loans or advances outstanding to

members of its Board of Directors and ArcelorMittal had not

given any guarantees in favor of any member of its Board of

Directors. None of the members of the Board of Directors, other

than the CEO, benefit from an ArcelorMittal pension plan. Short-

term incentives paid to executive directors (including the current

CEO beginning in 2020) were as follows for the last five financial

years:


		Short-term Incentives
	2022	2021	2020	2019	2018
Lakshmi N. Mittal	3,053	2,908	—	3,198	2,775
Aditya Mittal	3,335	2,226	935	—	—

The following tables provide a summary of the PSUs granted

(long-term incentives) to the executive directors on the Board of

Directors (including the current CEO beginning in 2020), as of

December 31, 2022. There were no outstanding stock options

as of December 31, 2022.


	PSUs granted in 2022	PSUs granted in 2021	PSUs granted in 2020	PSUs granted in 2019	PSUs granted in 2018
Lakshmi N. Mittal	67,662	52,166	77,372	89,933	70,302
Aditya Mittal	73,902	56,977	71,050	—	—
Term (in years)	3	3	3	3	3
Vesting date1	January 1, 2026	January 1, 2025	January 1, 2024	January 1, 2023	January 1, 2022

1.See “Management and employees—Compensation—Remuneration—ArcelorMittal Equity Incentive Plan", for vesting conditions.

Management report

219

Remuneration at a glance - senior management

The following table provides a brief overview of the Company’s remuneration policy for senior management. Additional information is

provided below.


ArcelorMittal's Remuneration Policy
Remuneration	Period	Strategy		Characteristic
Salary	2022	Recruitment and retention	l	Reviewed annually by the ARCG Committee considering market data
Salary	2022	Recruitment and retention	l	Increases based on the Company performance and individual performance
STI	2022	Delivery of strategic priorities and financial success	l	Maximum STI award of 270% of base salary for the Executive Chairman, and the CEO and 157.5% of base salary for other Executive Officers
			l	100% STI paid in cash
			l	ArcelorMittal's first priority Health and Safety is part of the STI
			l	Overperformance towards competition
LTIP	2023-2025	Encourages long term shareholder return	l	Performance share units granted with a face value of 120% of base salary for the Executive Chairman and CEO Performance share units / Restricted share units granted with a face value of 75% of base salary as a guideline for other Executive Officers
			l	Shares vest after a three-year performance period for Performance share units and after a three-year period for Restricted share units
			l	Performance related vesting and/or employment related vesting


Key Performance Metrics from 2022
Metrics	Scheme		Rationale
EBITDA	STI	l	Demonstrates growth and operational performance of the underlying businesses
FCF	STI	l
Gap to competition	STI / LTIP	l	Outperform peers
Health & Safety	STI / LTIP	l	Employee health and safety is a core value for the Company
ESG	LTIP	l	Improve health & safety outcome, achieve decarbonization and diversity & inclusion targets
EPS	LTIP	l	Links reward to delivery of underlying equity returns to shareholders
TSR	LTIP	l	Creates a direct link between executive pay and shareholder value
TSR	LTIP	l	Comparison with a peer group of companies

Management report

220

Remuneration at a glance - 2022 Pay outcomes

The following graphics present in thousands of U.S. dollar the compensation paid to the Executive Chairman (CEO until February 11,

2021) in 2022, 2021, 2020, 2019 and 2018 and to the CEO (President and CFO until February 11, 2021) in 2022, 2021 and 2020.

Amounts presented for the CFO and other Executive Officers relate to the former President and CFO (Aditya Mittal) and other

Executive Officers until February 11, 2021 and to the CFO and other Executive Officers thereafter. Information with respect to total

remuneration paid is provided under “—Remuneration—2022 Total remuneration” below.

Management report

221

2021 short-term incentives paid in 2022


Business Units	Executive	Realization as % of business target
Executive Office*	Lakshmi N. Mittal Aditya Mittal	128%
Mining	Stefan Buys	137%
NAFTA	John Brett	105%
Corporate*	Genuino Christino	128%
Corporate*	Bradley Davey	128%
CIS*	Vijay Goyal	128%
AMNS India	Dilip Oommen	139%
Flat Carbon Europe*	Geert van Poelvoorde	128%
Long Carbon South America	Jefferson de Paula	145%
Corporate*	Bart Wille	128%

Note: Individual performance not included in the percent of realization.

*Health & Safety part of the bonus was nil due to the number of fatalities.

Long-term incentives vesting in 2022

Executive office

In 2022, the following long-term incentives vested:


Vehicle	Date of vesting	Date of grant	Number of PSUs granted to Executive office and outstanding	Number of shares acquired by Executive office
PSUs*	January 1, 2022 Performance approved by the ARCG committee on March 16, 2022	June 30, 2016	153,268	153,268
PSUs	January 1, 2022	December 20, 2018	134,861	67,431

* the grant number corresponds to half of the grant of 2016 as only half remained to vest in 2022

CFO and Other Executive Officers

In 2022, the following long-term incentives vested:


Vehicle	Date of vesting	Date of grant	Number of PSUs granted to CFO and other Executive officers and outstanding	Number of shares acquired by CFO and other Executive officers
PSUs	January 1, 2022 Performance approved by the ARCG committee on March 16, 2022	December 20, 2018	65,950	49,751

Remuneration

Remuneration strategy

The ARCG Committee assists the Board of Directors to maintain

a formal and transparent procedure for setting policy on senior

management's remuneration and to determine an appropriate

remuneration package for senior management. The ARCG

Committee should ensure that remuneration arrangements

support the strategic aims of the business and enable the

recruitment, motivation and retention of senior executives while

complying with applicable rules and regulations.

Management report

222

Board oversight

To this end, the Board of Directors has established the ARCG

Committee to assist it in making decisions affecting employee

remuneration. All members of the ARCG Committee are

required to be independent under the Company’s corporate

governance guidelines, the NYSE standards and the 10

Principles of Corporate Governance of the Luxembourg Stock

Exchange.

The members are appointed by the Board of Directors each

year after the annual general meeting of shareholders. The

members have relevant expertise or experience relating to the

purposes of the ARCG Committee. The ARCG Committee

makes decisions by a simple majority with no member having a

casting vote and is chaired by Mr. Bruno Lafont, Lead

Independent Director.

Appointments, remuneration and corporate governance

committee

Regarding compensation, the objective of the ARCG Committee

is to assist the Board of Directors with respect to the following:

•review and approve corporate goals and objectives

regarding remuneration relevant to the Executive Office

and Executive Officers and other members of

executive management as deemed appropriate by the

committee, and assess performance against goals and

objectives;

•make recommendations to the Board with respect to

incentive remuneration plans and equity-based plans;

•submit proposals to the Board on the remuneration of

the members of the Executive Office and Executive

Officers:

•make recommendations to the Board of Directors in

respect of the Company’s framework of remuneration

for the members of the Executive Office and Executive

Officers and such other members of the executive

management as designated by the committee. In

making such recommendations, the committee may

take into account factors that it deems necessary. This

may include a member’s total cost of employment

(factoring in equity/long term incentives, any

perquisites and benefits in kind and pension

contributions).

Individual remuneration is discussed by the ARCG Committee

without the person concerned being present. The ARCG

Committee Chairman presents its decisions and findings to the

Board of Directors after each ARCG Committee meeting.

See also "Corporate governance—Board of Directors

committees"' for further details and additional responsibilities of

the ARCG.

Remuneration policy

The ARCG Committee set policies applied to senior

management on base salary, short-term incentives and long-

term incentives. According to the Shareholders Right Directive

II, that was transposed into Luxembourg law in August 1, 2019,

the remuneration policies must be approved at the Annual

General Meeting of shareholders at least every 4 years and

whenever there is a material change.

Scope

ArcelorMittal’s remuneration philosophy and framework apply to

the following groups of senior management:

•the Executive Chairman and the CEO; and

•the CFO and other Executive Officers.

The remuneration philosophy and governing principles also

apply, with certain limitations, to a wider group of employees

including Executive Vice Presidents, Vice Presidents, General

Managers and Managers.

Remuneration philosophy

ArcelorMittal’s remuneration philosophy for its senior

management is based on the following principles:

•provide total remuneration competitive with executive

remuneration levels of peers of similar size, scope and

industry:

–Korn Ferry (KF) and WillisTowersWatson (WTW)

provide benchmarking services to ArcelorMittal for

all Management Committee members, an average

between KF and WTW data is performed;

–For the Steel division: Large industry - industrial

segment including metals, chemicals, mining,

transport, energy & utilities, upper revenues range;

–For the Mining division: Large companies with a

significant mining divisions or companies similar to

ArcelorMittal Mining division;

–Data are linked to each local market.

•encourage and reward performance that will lead to

long-term enhancement of shareholder value; and

•promote internal pay equity by providing base pay and

total remuneration levels that reflect the role, job size

and responsibility as well as the performance and

effectiveness of the individual.

Management report

223

Remuneration framework

The ARCG Committee develops proposals for senior

management remuneration annually for the Board of Directors'

consideration. Such proposals include the following

components:

•fixed annual salary;

•short-term incentives (i.e., performance-based bonus);

and

•long-term incentives (i.e., stock options (prior to May

2011), RSUs and/or PSUs (after May 2011) depending

on the grant year).

The Company does not have any deferred compensation plans

for senior management, including the Executive Chairman and

CEO.

The following table provides an overview of the remuneration policy applied by the ARCG:


Remuneration component and link to strategy	Operational and performance framework	Opportunity
Fixed annual salary Competitive base salary to attract and retain high- quality and experienced senior executives	* Base salary levels are reviewed annually with effect from April 1 (except promotion) compared to the market to ensure that ArcelorMittal remains competitive with market median base pay levels * Reviews are based on market information obtained but not led by benchmarking to comparable roles, changes in responsibility and general economic conditions	The ARCG does not set a maximum salary, instead when determining any salary increases it takes into account a number of reference points including salary increases across the Company
Benefits Competitive level to ensure coverage of the executives	* May include costs of health insurance, death and disability insurances, company car, tax return preparation, etc. * Relocation benefits may be provided where a change of location is made at Company’s request	The cost to the Company of providing benefits can change from year to year. The level of benefit provided is intended to remain competitive
Pension Competitive level of post- employment benefit to attract and retain executives	* Local benchmark of pension contributions for comparable roles
Short term incentives (STI) Motivate the senior executives to achieve stretch performance on strategic priorities	* Scorecard is set at the commencement of each financial year * Measures and relative weights are chosen by the ARCG Committee to drive overall performance for the coming year * STI calculations for each executive reflect the performance of ArcelorMittal and /or the performance of the relevant business units, the achievement of specific objectives of the department and the individual executive’s overall performance * No STI is paid for a performance below threshold 80% for each criteria; 100% STI payout for performance achieved at 100% for each criteria; 150% STI payout for performance achieved at 120% or above for each criteria	Range for Executive Chairman and CEO: 0 to 270% with a target at 120% of base salary Range for CFO and Executive Officers: 0 to 157.5% with a target at 70% of base salary
LTIP Sustain shareholder wealth creation in excess of performance of a peer group and incentivize executives to achieve strategy	Executive Office LTIP * The vesting is subject to a relative TSR (Total Shareholder Return) and to a relative EPS compared to a peer group and to ESG targets over a three year- period The peer group is determined by the ARCG Committee No vesting will occur below the weighted average of the peer group or the target for ESG * Performance is determined by the ARCG Committee CFO and Executive Officers LTIP The vesting is subject to two or three measures depending on the business units or group, Gap to competition, TSR vs. weighted average of the peer group and ESG Vesting will occur if the performance is reached *Performance is determined by the ARCG Committee	Maximum value at grant: 120% of base salary for Executive Chairman and CEO Guideline: 75% of base salary for CFO and Executive Officers

Remuneration mix

The total remuneration target of the Executive Chairman, CEO

and CFO is structured to attract and retain executives; the

amount of the remuneration received is dependent on the

achievement of superior business and individual performance

and on generating sustained shareholder value from relative

performance.

The following remuneration charts, which illustrate the various

elements of the Executive Chairman, CEO, CFO and the other

Executive Officers' compensation, are applicable for 2022. For

each of the charts below, the columns on the left, middle and on

the right, respectively, reflect the breakdown of compensation if

targets are not met, met and exceeded.

Management report

224

Note: no pension contribution

Management report

225

Note: Other benefits, as shown above, do not include international mobility incentives that may be provided.

2022 Total remuneration

The total remuneration paid in 2022 to members of

ArcelorMittal’s senior management listed in “Management and

employees—Directors and senior management” (including Mr.

Lakshmi N. Mittal in his capacity as Executive Chairman and Mr.

Aditya Mittal as CEO) was $9.7 million in base salary and other

benefits paid in cash (such as health, other insurances, lunch

allowances, financial services, gasoline and car allowance) and

$15.7 million in short-term performance-related variable

remuneration consisting of a short-term incentive linked to the

Company’s 2021 results. During 2022, approximately $1.2

million was accrued by ArcelorMittal to provide pension benefits

to senior management (other than Mr. Lakshmi N. Mittal).

No loans or advances to ArcelorMittal’s senior management

were made during 2022, and no such loans or advances were

outstanding as of December 31, 2022.

The following table shows the remuneration received by the

Executive Chairman, CEO, CFO and the other Executive

Officers as determined by the ARCG Committee in relation to

the five most recent financial years including all remuneration

components:

Management report

226


		Executive Chairman8					CEO7			Chief Financial Officer and Executive Officers 6
(Amounts in $ thousands except for Long-term incentives)		2022	2021	2020	2019	2018	2022	2021	2020	2022	20219	2020	2019	20185
Base salary1		1,529	1,700	1,374	1,569	1,604	1,670	1,783	1,261	5,790	5,056	2,970	4,643	5,371
Retirement benefits		—	—	—	—	—	167	178	146	1,066	1,348	555	698	862
Other benefits2		72	66	45	47	48	39	38	33	599	237	144	223	314
Short-term incentives3		3,053	2,908	—	3,198	2,775	3,335	2,226	935	9,370	7,158	2,169	6,015	5,495
Long-term incentives	- fair value in $ thousands4	1,520	1,419	1,407	1,339	1,166	1,661	1,550	1,292	3,838	4,396	1,834	3,096	2,702
Long-term incentives	- number of share units	67,662	52,166	77,372	89,933	70,302	73,902	56,977	71,050	155,400	146,600	90,069	183,084	141,109

1.After the salary decrease applied in 2020, the base salaries of the CEO and President and CFO were set back to the original amounts in 2021. A salary increase of 7.8%

including the promotions was applied for the Executive Officers only.

2.Other benefits comprise benefits paid in cash such as lunch allowances, financial services, gasoline and car allowances. Health insurance and other insurances are also

included.

3.Short-term incentives are entirely performance-based and are fully paid in cash. The short-term incentive for a given year relates to the Company’s results in the previous

year.

4.Fair value determined at the grant date is recorded as an expense using the straight line method over the vesting period and adjusted for the effect of non-market based

vesting conditions.

5.Henri Blaffart was included until March 31, 2018, Robrecht Himpe was included until June 30, 2018.

6.President and Chief Financial Officer included from 2017 through 2019.

7.Amounts presented for 2021 and 2020 reflect the compensation as President and Chief Financial Officer until February 11, 2021 and as CEO thereafter.

8.Amounts presented reflect the compensation as CEO until February 11, 2021 and as Executive Chairman thereafter.

9.Brian Aranha was included until March 31, 2021. Simon Wandke was included until September 30, 2021. New executive officers were included as of their respective

nomination date.

Short-term incentives

Targets associated with ArcelorMittal’s 2022 Annual

Performance Bonus Plan were aligned with the companies’

strategic objectives of improving health and safety performance

and overall business performance and competitiveness.

For the Executive Chairman and the CEO, the 2022 annual

performance bonus formula is based on the achievement of the

following performance targets:

•EBITDA targets at Group level: 40% (acts as circuit

breaker for financial measures EBITDA and FCF);

•FCF targets at Group level: 25%;

•Gap to competition targets at Group level: 20%; and

•Health and safety performance targets at Group level:

15%. In order to help focus attention, energy and

resources on detecting and eliminating the causes of

serious injury or fatality precursors, we have moved

from a target of long term injury frequency rate in first

half of the year to a target of potential severe injury or

fatality in the second half. To emphasize this priority,

the fatality frequency rate acts as a circuit breaker for

the Health & Safety measures. In other words, any

entity having a fatality frequency rate higher than the

defined target for the region will not have the Health &

Safety bonus part.

For the Executive Chairman and CEO, 100% achievement of

the agreed performance targets results in an annual

performance bonus which equals 120% of base salary.

For the CFO and other Executive Officers, the 2022 annual

performance bonus formula has been tailored for their

respective positions and is generally based on the following

performance targets:

•EBITDA targets at Group, segment or Business unit

level; (acts as circuit breaker for financial measures

EBITDA and FCF)

•FCF targets at Group, segment or Business unit level;

•Gap to competition targets at Group level, segment or

Business unit level;

•Health and safety performance targets at Group,

Segment or Business unit level (fatalities act as circuit

breaker for this measure).

For the CFO and other Executive Officers, 100% achievement

of the agreed performance targets results in an annual

performance bonus which equals 70% of base salary.

For the calculation of the annual performance bonus, the

achievement level of every performance target is calculated

separately, and these are added up.

Management report

227

Individual performance and assessment ratings define the

individual annual performance bonus multiplier that will be

applied to the annual performance bonus calculated based on

actual performance against the performance measures. Those

individuals who consistently perform at expected levels will have

an individual multiplier of 1. For outstanding performers, an

individual multiplier of up to 1.5 may cause the annual

performance bonus pay-out to be higher than 150% of the target

annual performance bonus, up to 270% of the target annual

performance bonus being the absolute maximum for the

Executive Chairman and the CEO. Similarly, a reduction factor

will be applied for those at the lower end.

In exceptional circumstances, the ARCG committee can

exercise discretion in the final determination of the annual

performance bonus.

The achievement level of performance for the annual

performance bonus for the Executive Chairman, the CEO, the

CFO and the other Executive Officers is summarized as follows:


Functional level	Target achievement threshold @ 80%	Target achievement @ 100%	Target achievement ≥ ceiling @ 120%
Executive Chairman and CEO	60% of base pay	120% of base pay	180% of base pay
CFO and Executive Officers	35% of base pay	70% of base pay	105% of base pay

ArcelorMittal Equity Incentive Plan

ArcelorMittal operates a long-term incentive plan ("the

ArcelorMittal Equity Incentive Plan") to incentivize shareholder

wealth creation in excess of performance of a peer group and

incentivize executives to achieve strategy. The ArcelorMittal

Equity Incentive Plan is intended to align the interests of the

Company’s shareholders and eligible employees by allowing

them to participate in the success of the Company. The

ArcelorMittal Equity Incentive Plan provides for the grant of

RSUs and PSUs to eligible employees of the Company

(including the Executive Officers) and is designed to incentivize

employees, improve the Company’s long-term performance and

retain key employees.

The maximum number of PSUs and RSUs available for grant

during any given year is subject to the prior approval of the

Company’s shareholders at the annual general meeting. The

2020, 2021 and 2022 Caps for the number of PSUs/RSUs that

may be allocated to the Executive Office and other retention and

performance based grants below the Executive Office level,

were approved at the AGMs on June 13, 2020, June 8, 2021

and May 4, 2022, respectively, at a maximum of 4,250,000

shares, 3,500,000 shares and 3,500,000 shares respectively.

RSUs granted under the ArcelorMittal Equity Incentive Plan are

designed to provide a retention incentive to beneficiaries. RSUs

are subject to “cliff vesting” after three years, with 100% of the

grant vesting on the third anniversary of the grant contingent

upon the continued active employment of the beneficiary within

the Company.

Awards in connection with PSUs are subject to the fulfillment of

a three-year cumulative performance criteria such as ROCE,

TSR and EPS. Since 2021, the performance criteria for the

PSUs for the Executive Office and Executive Officers include an

ESG criteria comprised of a health & safety, a climate action and

a diversity & inclusion ("D&I") target. For health & safety, the

target is to halve the fatality frequency rate versus a defined

baseline (the baseline is the adjusted average frequency rate

over 5 years before the grant). For D&I, the target is to reduce

by 40% the gap between the Company's 2030 target of having

25% women in management and 2020 baseline. For climate,

the CO2 emission target has been set to be reached by the end

of the vesting period.

Management report

228

Conditions of the 2022 grant were as follows:


		Executive Office				Executive Officers
2022 Grant	l	PSUs with a three year performance period			l	PSUs with a three year performance period
	l	Value at grant 120% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:			l	Vesting conditions
			Target	Stretch			Target	Stretch
		TSR vs. peer group (50%) / EPS vs. peer group (20%)	100% vs. weighted average	≥120% vs. weighted average		TSR vs. peer group (40%)	100% weighted average	≥120% weighted average
		Vesting percentage	100%	150%		Vesting percentage	100%	150%
						Gap to competition (40%)	100% of target	120% of target
		ESG (30%): H&S 10%, Climate action 10% and D&I : 10%	100% of target	120% of target		Vesting percentage	100%	150%
		Vesting percentage	100%	150%		ESG (20%): H&S 10%, Climate action 5% and D&I 5%	100% of target	120% of target
						Vesting percentage	100%	150%
					l	RSUs with a three year vesting period

Awards made in 2019 through 2021

The Company's Equity Incentive Plan for senior management including Executive Officers follows the Company's strategy.

In addition to the 2022 grant, the summary of outstanding plans as of December 31, 2022 is as follows:

Management report

229


		Executive Office				Executive Officers
2019 Grant	l	PSUs with a three year performance period			l	PSUs with a three year performance period
	l	Value at grant 100% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:			l	Vesting conditions
			Threshold	Target			Target
		TSR/EPS vs. peer group	100% median	≥120% median		ROCE	100% target 100% vesting
		TSR vs. S&P 500	Performance equal to Index	≥Performance equal to Index + 2% p.a. outperformance		Gap to competition (where applicable)	100% target 100% vesting
		Vesting percentage	50%	100%


		Executive Office				Executive Officers
2020 Grant	l	PSUs with a three year performance period			l	PSUs with a three year performance period
	l	Value at grant 100% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:			l	Vesting conditions
			Threshold	Target			Threshold	Target
		TSR/EPS vs. peer group	100% median	≥120% median		TSR/EPS vs. peer group	100% median	≥120% median
						Vesting percentage	50%	100%
						Gap to competition (where applicable)		100% target 100% vesting
		TSR vs. S&P 500	Performance equal to Index	≥Performance equal to Index + 2% p.a. outperformance		Vesting percentage	0%	100%
		Vesting percentage	50%	100%	l	RSUs with a three year vesting period
					l	RSUs with a one year vesting period

Management report

230


		Executive Office				Executive Officers
2021 Grant	l	PSUs with a three year performance period			l	PSUs with a three year performance period
	l	Value at grant 100% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:			l	Vesting conditions
			Threshold	Target			Target	Stretch
		TSR vs. peer group (50%) / EPS vs. peer group (20%)	100% median	≥120% median		TSR vs. peer group (40%)	100% weighted average	≥120% weighted average
		Vesting percentage	50%	100%		Vesting percentage	100%	150%
						Gap to competition (40%)	100% of target	120% of target
		ESG (30%)		100% of target		Vesting percentage	100%	150%
						ESG (20%)	100% of target	120% of target
							100%	150%
		Vesting percentage		100%	l	RSUs with a three year vesting period
					l	RSUs with a two year vesting period

See note 8.3 to the consolidated financial statements for further details on PSUs.

Other benefits

In addition to the remuneration described above, other benefits

may be provided to senior management and, in certain cases,

other employees. These other benefits can include insurance,

housing (in cases of international transfers), car allowances and

tax assistance.

SOX 304 and clawback policy

Under Section 304 of the Sarbanes-Oxley Act, the SEC may

seek to recover remuneration from the CEO and CFO of the

Company in the event that it is required to restate accounting

information due to any material misstatement thereof or as a

result of misconduct in respect of a financial reporting

requirement under the U.S. securities laws (the “SOX

Clawback”).

Under the SOX Clawback, the CEO and the CFO may have to

reimburse ArcelorMittal for any short-term incentive or other

incentive-based or equity-based remuneration received during

the 12-month period following the first public issuance or filing

with the SEC (whichever occurs first) of the relevant filing, and

any profits realized from the sale of ArcelorMittal securities

during that 12-month period.

In October 2022, the SEC adopted final rules implementing the

Dodd-Frank requirement for issuers to recover incentive-based

compensation erroneously paid to current and former executive

officers due to an accounting restatement. These new clawback

rules require listing exchanges, such as the NYSE, to adopt

clawback standards that go into effect no later than fourth

quarter 2023, with issuers required to implement and disclose

“no fault” clawback policies that meet strict recovery standards

for restatements, within 60 days thereafter.

The Board of Directors, through its ARCG Committee, decided

in 2012 to adopt its own clawback policy (the “Clawback Policy”)

that applies to the members of the former GMB and to the

Executive Vice President of Finance of ArcelorMittal. In 2016,

the Clawback Policy was updated to reflect the Company’s

structural changes and now applies to the Executive Office and

the Executive Officers.

The Clawback Policy comprises cash short-term incentives and

any other incentive-based or equity-based remuneration, as well

as profits from the sale of the Company’s securities received

during the 12-month period following the first public issuance or

filing with the SEC (whichever first occurs) of the filing that

contained the material misstatement of accounting information.

For purposes of determining whether the Clawback Policy

should be applied, the Board of Directors will evaluate the

circumstances giving rise to the restatement (in particular,

whether there was any fraud or misconduct), determine when

any such misconduct occurred and determine the amount of

remuneration that should be recovered by the Company. In the

event that the Board of Directors determines that remuneration

should be recovered, it may take appropriate action on behalf of

the Company, including, but not limited to, demanding

repayment or cancellation of cash short-term incentives,

incentive-based or equity-based remuneration or any gains

realized as the result of options being exercised or awarded or

Management report

231

long-term incentives vesting. The Board of Directors may also

choose to reduce future remuneration as a means of recovery.

Employees

As of December 31, 2022, ArcelorMittal employed

approximately 154,352 people directly, as well as a large

number of contractors and part-time workers.

The table below sets forth the total number of employees by

segment as of the end of each of the past three years.


	As of December 31,
Segment	2022	2021	2020
NAFTA	14,270	13,410	13,138
Brazil	19,644	19,450	18,752
Europe	61,305	60,525	71,682
ACIS	52,725	58,438	58,178
Mining	4,626	4,426	4,289
Other activities	1,782	1,660	1,704
Total	154,352	157,909	167,743

In various parts of the world, ArcelorMittal employees are

represented by trade unions and ArcelorMittal is a party to

collective bargaining agreements with employee

organizations in certain locations. The following description

summarizes the status of certain of these agreements and

relationships.

The Company is committed to open, respectful and

transparent social dialogue at all of its operations, to strong

employee relations, and safe, healthy and quality working

lives for all its workers.

Employee development

Sourcing, developing and retaining the right people

continues to be a strategic priority for ArcelorMittal in building

a high- performing organization. The Company recognizes

the world of work has changed and the expectations of

employees and potential new talents have changed with it.

The COVID-19 pandemic, with its health and economic

impact, has perhaps accelerated the importance of some

factors (such as emotional resilience), and the

implementation of others (such as digitalization) and has

also reminded the Company of the importance of certain

values and behavior, including strengthened focus on

Diversity & Inclusion.

There continues to be a strong demand for the best talent

and ArcelorMittal wants to ensure it is considered as an

aspirational place to work. That means ensuring employees

feel safe, respected and valued. It also means building a

culture that constantly keeps employees committed,

motivated, encouraged to learn and eager to perform at their

best.

Employee development, including succession planning and

the development of young talent, is also crucial in building a

high- performing organization. The Company aims to have a

clear career pathway for employees, supported with ongoing

initiatives to build their technical capabilities through training.

ArcelorMittal has programs designed to spot people with

potential and manage the succession of key roles, as part of

its overall strategic workforce planning process, which is

overseen by the ARCG Committee. Strategic workforce

planning is a key element of business unit quarterly reviews.

In 2022, the Company continued to harness skills and

resources and has stepped up its efforts to identify and

accelerate the development and readiness of its High

Potential employees ("HiPos") to take on increased

responsibilities. This has been achieved by having the right

people in the right place at the right time; identifying people

for key succession plans; anticipating and filling vacancies;

ensuring a healthy and diverse leadership pipeline; nurturing

internally the generations of tomorrow and preparing future

leaders; encouraging individual performance and making

sustainable performance gains; and ensuring the retention of

HiPos, through acknowledgement, empowerment, motivation

and challenges.

An effective succession planning process is based on open

career discussions with HiPos. Every HiPo has a career

counselling discussion with his/her manager and HR, which

focuses on the ‘right casting for the role’ to determine fit,

readiness and match with individual drivers and motivations.

The outcome of this discussion is used in the succession

planning process.

For the accelerated development of HiPos, the Company

has developed Leadership Pipeline learning journeys,

preparing them for promotion. The programs are partly

personalized, based on assessments. They are customized

and delivered through a blended format of face-to-face

(when available) and digital.

The Talent Acceleration Pool ("TAP") is an accelerated

development program for HiPos who have been identified

deep in the organization (below Manager) and who have

potential to reach at least Manager level in the organization.

The HiPos are provided consistent and structured

development opportunities, through assessments, career

interviews, tailored individual development plans and

learning journeys to support the creation of a pipeline of

HiPo candidates for succession to Manager+ roles.

Management report

232

TAP 2 was successfully launched in 2021 with the revised

approach for the two-year program management. The TAP 2

program included 78 participants from 21 nationalities, of

which 23 were women (30%).

Since the COVID-19 pandemic, the Company pivoted from

delivery of learning and development into a traditional

classroom format and boosted digital learning. In 2022, the

Company continued to see significant growth in active virtual

learners throughout ArcelorMittal as it expanded further to its

global community. These active learners invested an

average of 5.1 hours each, a 16% increase from 2021. In

other words the Company had more than 73,000 active

learners(+16%) who dedicated 374,400 online learning

hours (+33%) to digital learning. The Company also offered

world class leadership programs to its talents and future

leaders as part of the Leadership Pipeline learning journeys:

Aspire (preparing General Managers) with one cohort of 22

participants; Connect (preparing Managers) with two cohorts,

56 participants; Engage (preparing Professionals) with two

cohorts, 59 participants and Aware (preparing Specialists)

with one cohort of 101 participants.

Another important program is the Company's Group

Mentoring Program, which is designed to provide all

ArcelorMittal employees an opportunity to participate in a

mentoring relationship with a Group Mentor. By the end of

2022, there were 181 mentors and 375 mentees active in the

program.

In addition, in 2022 work continued with the deployment of a

global Human Capital Management system which provides

unification of the Company's employee systems around

recruitment, performance, succession planning, career

development and learning. This provides enhanced

infrastructure necessary to analyze data and identify areas

for continuous improvement in ArcelorMittal. Good progress

was achieved with implementation of recruitment modules

globally with 20 roll-out projects completed. Pilots for new

performance management and learning modules were

initiated in Europe, Brazil and India.

Speak Up +, the new global employee survey

For many years Speak Up! has been the Group’s flagship

employee engagement survey, designed to assess

professionals and leadership opinion regarding how they feel

about working at ArcelorMittal, what the Company does well

and, if there are areas where they believe it falls short, how

they can be improved.

In 2022, ArcelorMittal listened to employees voices through

the Speak Up + surveys, which serve as the ongoing vehicle

to support the Company’s leaders in closely keeping a finger

on the pulse of the organization, in a rapidly changing

environment. The goal is to understand how the engagement

of ArcelorMittal people worldwide evolves by regularly

listening to their aspirations and concerns and to empower

leaders to spot and resolve potential issues quickly.

The survey occurs multiple times throughout the year and

includes questions related to engagement, health & safety,

well-being, values and diversity & inclusion. The outcomes

from each Speak Up + survey are compared to multiple

benchmarks, internally and over time, and externally against

industry peers. This enables the Company’s leaders to spot

specific strengths and risks, e.g. attrition risk, and to define

actions to improve employee engagement.

Concrete actions to address employees’ concerns are

continuously defined and implemented based on the

outcomes of the Speak Up + survey rounds to effectively

drive employee’s engagement.

Diversity and inclusion

ArcelorMittal values diversity as a way of bringing fresh

perspectives and experiences to the business and as part of

its ambition to be an employer of choice. The Company has

a presence in over 60 countries and employees from many

more and its diversity & inclusion policy aims to encompass

different cultures, generations, genders, ethnic groups,

nationalities, abilities, and social backgrounds.

ArcelorMittal’s senior management is committed to building a

more inclusive culture and recruiting, retaining, and

promoting more talented women. It also recognizes the

increasing expectations of stakeholders, including

employees and investors, to report on progress in this area.

In 2020, the Company benchmarked its diversity & inclusion

policies against other companies to identify gaps and

opportunities, engaged with several stakeholders on this

topic and developed a strategy to make improvements. The

topic was thoroughly discussed at the ARCG committee and

had the full attention and support of both the Executive

Chairman and the CEO. As a result of this initiative, the

Company announced new plans to double the number of

women at leadership positions within the next decade. By

2030, the aim is to reach 25% management positions held

by women.

To achieve this figure, the Company is continuously

reviewing its policies and HR practices to give women

employees greater flexibility to fit work into their lives;

address unconscious bias and discrimination through

learning programs; and maintain gender balance in its

recruitment shortlists (either internal or external) for all

professional and leadership positions. To improve the gender

balance in its leadership positions, the Company's Executive

Office oversees an annual career development planning

Management report

233

process for high-potential women, which includes the target

minimum of one woman in every senior management

succession plan. The Diversity and Inclusion Council steers

the Group Diversity and Inclusion ("D&I") performance and

progress. In 2022, the Company defined a clear roadmap to

improve and transform on D&I. One of the key initiatives

launched was the D&I maturity assessment; wave one

covered 50% of the Group segments, and wave two should

cover the remaining segments and is expected to be

completed in the first half of 2023. The maturity assessment

supports the Company's identification of key areas of

improvement in two spheres (behavioral and structural) and

into five perspectives (compliance, awareness, talent

integration, operation integration and market integration).

In 2022, 15.7% of management positions were held by

women, a 1.7% increase as compared to 2021, and 60% of

key positions have at least one woman assigned as

successor - those who are expected to take over senior

manager positions at the General Manager level and above.

In line with the worldwide effort to increase gender diversity

at the board of directors level, ArcelorMittal met its goal of

increasing the number of women on the Board of Directors to

at least three by the end of 2015. In 2022, three of the ten

positions on the Board of Directors were held by women.

A number of programs are in place to develop women as

leaders. These are supported by various initiatives including

training programs for women employees, mentoring and

coaching, networking, and role model involvement. This is

aligned with a commitment to support future leaders in

science, technology, engineering and mathematics

("STEM"). In 2022, the Company ran initiatives in all

segments, including the participation in the TopWomenTech

in Europe and partnership with Universities and schools,

campaigns and job fairs focused on attracting women

applicants with STEM backgrounds.

In 2022, to help foster a broader inclusive culture, the

ArcelorMittal University also conducted learning programs for

employees to build their understanding of how cultural

orientations affect attitudes and actions, and how they can

manage interactions between different cultural perspectives

and communication styles. A full month of programs was

dedicated to Diversity, Equity and Inclusion. The

accompanying sharepoint site registered over 18,000 views.

Additionally, a virtual program celebrating International

Women’s Day registered over 1,300 attendees.

Initiatives in a number of countries support people with

disabilities in the workplace. In Brazil, there is a robust D&I

program. The program's governance is composed by the

Executive Committee, National D&I Committee and a

Committee per each key area (Gender, People with

Disabilities, Racial, LGBTI+). Among the key actions taken in

Brazil during 2022 is the project PertenSER (Belong):

Collective Workshop and Mentorship held for women, people

with disabilities, racial diversity and LGBTI+. A total of 85

people participated and feedback received post workshop

was very positive. In India, ArcelorMittal launched the

campaign #SheMakeSteelSmarter - role modelling diverse

women talent in different functions and positions in the

Company. In Europe, ArcelorMittal continued its D&I

campaign, participated in career fairs and engaged with

universities and schools for multiple learning activities,

including providing the inclusive leadership training to

segment management committee. In North America,

ArcelorMittal increased its engagement with the community -

internal as well as externally, by participating in and

sponsoring local events; promoting careers in manufacturing

business and STEM careers; and sponsoring Diversity,

Equity and Inclusion actions in the local community among

others.

Collective Labor Agreements

In the current context of inflation, the Company understands that

salary increase for workers is a question of high sensitivity.

ArcelorMittal is respecting its commitment to social dialogue and

all entities have regular discussions / negotiations on salary

policy with their respective unions. Several salary negotiations

have been conducted in 2022 and resulted in social agreements

including salary increases (e.g. Brazil, Kazakhstan) and / or

lump sum (e.g. France; Germany) . In some countries like

Belgium and Luxembourg, indexation linked to inflation is legally

foreseen. In countries with extremely high inflation such as

Argentina and Turkey, several salary reviews have been

implemented during the year.

The Joint Global Health and Safety Agreement signed in 2008

between the Company and the IndustriALL union at the

European and international level (formerly European and

International Metalworkers Federations, respectively) and

United Steelworkers Union in North America remained in effect

in 2022. This agreement recognizes the vital role played by

trade unions in improving health and safety. It sets out minimum

standards for every site the Company operates with the

objective of achieving world-class performance. As a result of

this agreement, the Joint Global Health and Safety ("H&S")

Committee, composed of 14 representatives in 2022 (13 in

2021) of management and the unions was created to help

ArcelorMittal's steel and mining activities to further improve their

health and safety performance. Among its main priorities, it

focuses on the overview deployment and the monitoring of the

compliance of local joint H&S committees, the development of

guidelines to progress and training programs

Management report

234

In 2022, three virtual meetings were organized throughout the

year in order to discuss transversal specific topics with regard to

health and safety. In addition, other safety training programs,

including the "Safety Leadership" and "Take Care" Trainings

continued to be rolled out in 2022, including using some virtual

sessions when sanitary situations required, in order to support

the “Journey to Zero” program aimed at reducing the amount of

injuries and fatalities in the Company to zero. See “Business

overview—Sustainable development—Health and safety.”

In 2022, collective labor agreements (“CLAs”) were entered into

or renewed in various entities and countries.

At AMLPC, unionized employees at Contrecoeur West continue

to work under an agreement with the United Steel Workers

("USW") renewed in July 2020 and expiring in July 2026. The

positive vote of the Contrecoeur East and Longueuil workers

assembly on February 27, 2022 concluded the CLA negotiations

for a new six-year agreement ending the labor dispute which

began on February 2, 2022. It ensured a return to normal

operations at the Contrecoeur East and Longueuil facilities on

February 28, 2022. The CLA with USW covering the

Contrecoeur Scrap Recycling Center employees expired in

March 2022 and a new collective agreement was signed and will

be valid for a six-year term, expiring in May 2028. The collective

agreement with USW at Hamilton-East Wire was renewed in

July 2021 for a five-year term and will expire on May 30, 2026.

The agreement with USW at St-Patrick Wire was renewed in

2017 for a six-year term and will expires on December 31, 2023.

ArcelorMittal Mexico and the National Miners Union agreed to a

new one-year contract effective August 1, 2022. ArcelorMittal

Mexico continues to explore opportunities with the union to

improve workforce productivity, efficiency and competitiveness.

ArcelorMittal Tubular Products Shelby continues to work under

an agreement with the USW which was renewed in November

2021 and will expire on October 31, 2025.

ArcelorMittal Tubular Products Woodstock continues to work

under an agreement with UNIFOR which was renewed in

February 2021 and will expire on April 1, 2024.

ArcelorMittal Tubular Products Brampton continues to work

under an agreement with the USW which was renewed in

December 2021 and will expire in September 2025.

At ArcelorMittal Tubular Products Monterrey, the collective

agreement with the National Federation of Independent Unions

was renewed effective February 2023 for a one-year period.

Negotiations with the union for the new period will take place in

February 2024.

ArcelorMittal USA Research and USW signed a new three-year

labor agreement effective September 1, 2022.

In Brazil, inflation rate remained high, but dropped throughout

the year (unlike the situation in 2021). Due to the victory of

President Lula, unions gained power since he was the favorite

candidate for the election according to surveys. With his victory,

labor law changes are expected from the government in 2023 in

order to guarantee some way of union financing. From the 42

collective agreements negotiated in 2022, 15 were deemed to

adjust salaries, mainly as a consequence of inflation, which

throughout the year varied between 12.47% (May 2022) and

6.46% (November 2022). Other agreements relate to

compensation of hours, work shifts and profit sharing schemes.

In Argentina, a salary increase of 110 % was granted to

employees, in line with inflation projected for 2022. Through

December 2022, the Company has implemented a 76%

increase and the remaining will be implemented in the first

quarter of 2023. All CLAs have a duration of one year beginning

in April of each year.

In Europe, after a difficult context linked to the sanitary

constraints due to the COVID-19 pandemic, regular physical

meetings were organized throughout the year in order to inform

the European Works Council ("EWC") representatives about the

health and safety and business situation of the Company's

operations in Europe. There were three meetings with the Select

Committee along the year and a Plenary Assembly in

December.

In 2019, ArcelorMittal and the EWC began negotiations aimed at

revising some of the elements of the agreement signed in 2007.

After recent discussions with the Special Negotiation Group

composed of representatives of unions federations with whom

the review of the EWC agreement is discussed, a meeting will

be organized during the first quarter of 2023 in order to come to

a conclusion and a revision of the 2007 agreement.

In France, a one-year salary agreement covering 2023 was

signed with unions in December 2022, covering flat products

entities and some AMDS entities. For other French entities,

salary agreement negotiations are ongoing or will take place in

the first quarter of 2023. Regular meetings have been held with

national representatives of the main trade unions to share

information on ArcelorMittal's activities and also to address the

key challenges that the steel industry is facing. A major social

agreement regarding the implementation of the new job

classification resulting from the new national collective

bargaining of the metal sector will enter into force with effect

from January 2024.

In Luxembourg, the CLA signed in June 2019 with the

representatives from the two unions in the Company remains

active. The key highlights for 2022 have been the follow-up of

the on-going Job Retention Plan signed with the Government

and the unions (the commitments are mainly related to

Management report

235

investments, unemployment (labor pool) and pre-retirement),

the implementation of the signed agreement about the Home-

Working policy since July 2022 and the launch of discussions for

the negotiation of the new CLA in 2023.

In Belgium, there were two main areas of focus in 2022. The

first one was to re-establish a good social dialogue and to

further deploy actions to increase the 4 main elements defined

during CLA 2021: respect, staffing and workload, working

conditions and financial compensation. The second one was to

deal with general social tension, linked to the economic and

energy crises, resulting in high inflation (despite the existing

indexation in Belgium).

In Germany, the first half of 2022 was mainly characterized by

managing the impacts of the COVID-19 pandemic. Good market

conditions secured positive first half-year results. Extremely high

energy prices, high inflation and weaker market conditions as

well as an uncertain outlook led to economic unemployment

from August onwards with heavy impacts on financial results.

CLA negotiations were concluded in June 2022 with a structural

increase of 6.5% effective from August 1, 2022. Health and

safety measures have been embedded into the operational

everyday life. The take-care-trainings have been rolled out as

planned. Social partners met twice in the social dialogue group

(digital and one physical). Representatives of all work councils

in Germany met in Bremen in September 2022. Throughout the

year, the union supported the Company in its transformation

plans within the political landscape and first discussions on the

social transformation required by decarbonization in Germany

were started.

In 2022, the development of social dialogue continued at

ArcelorMittal Poland. One important objective was to take care

of employees subject to business transformation by using rules

agreed with trade unions to mitigate the social effects resulting

from the implementation of restructuring processes. The

agreement defines the rules for taking care of employees from

reduced positions. Cooperation also continued in the field of

securing employees during the COVID-19 pandemic. After the

easing of social distancing restrictions, H&S forums and

meetings at the shop floor with trade unions restarted in order to

raise a culture of understanding around H&S goals by the social

partners. Facing lower order book and blast furnace idling,

ArcelorMittal Poland concluded with trade unions an Agreement

on the Rules of Conduct with employees affected by production

line idling/shutdowns due to the crisis. It regulates the rules of

unemployment, the transfer to other positions and the use of

remaining holidays. ArcelorMittal Poland has also signed a CLA

for 2022. Social Fund regulations for 2022 and 2023 have been

agreed with trade unions. CLA negotiations for 2023 have

started. Throughout 2022, regular meetings with trade unions

took place to cooperate in all areas to protect workers,

production and proper communication during crisis caused by

the uncertainty due to the war in Ukraine. CEO proximity

meetings in plants and at least once a month with trade union

leaders were organized. Cooperation with trade unions is

carried out at the national level to support the transformation of

the steel industry.

In Spain, as in the rest of the world, 2022 continued to be

influenced by the effects of the COVID-19 pandemic, and there

were many discussions and exchanges to adjust to the results

of the employment regulation filed during the year. Due to the

war in Ukraine and high energy costs with the resulting drop in

demand, ArcelorMittal España and unions have had to address

the challenges posed by the uncertainties affecting operations,

in a permanent effort to adapt to the circumstances and

demonstrate flexibility, which has facilitated the temporary layoff

plan (ERTE) during the fourth quarter of 2022, extended to the

first quarter of 2023 through an agreement with employee

representatives.

Following the Memorandum of Understanding signed by

ArcelorMittal with the Spanish Government in July 2021 to foster

decarbonization, discussions continued with the unions to

address the labor implications of this strategy. At the end of

2022, there were some important social challenges pending, not

only relating to the above-mentioned decarbonization strategy,

but also relating to the expiry of the CLA. Finally, there were no

mobilizations or strikes longer than one week at any

ArcelorMittal plant in Spain in 2022.

The situation in Ukraine remained difficult from an employees'

perspective in 2022 because of the war with Russia. The

government imposed martial law in the country from February

24, 2022 which among other things restricted labor rights of

employees and trade unions (e.g. a right to strike; a right for

vacation etc.). From February to December 2022, 2500 AMKR

employees were conscripted into the army and other 50 died in

war. AMKR maintained jobs and salaries for 22,000 of its

employees, however approximately 10,000 thousand employees

are on downtime and were paid only two-thirds of their wages.

In South Africa, out of the 6,691 employees at AMSA, 4,643

employees form part of the bargaining unit and are covered by a

deferred CLA concluded in 2022 with the recognized unions,

NUMSA and Solidarity. This CLA will expire in March 2023. The

agreement included a remuneration adjustment of 6.5% across

the board effective April 2022. Management and unions

(NUMSA and Solidarity) could not agree on a percentage wage

increase for bargaining unit employees. This provoked a strike,

in which NUMSA was joined by minority unions Giwusa and

AMCU. Violence erupted during strike action and included

threatening of non-striking employees. NUMSA and the minority

unions linked other unrelated issues at the coke making

facilities. As a result, strike was forbidden for coke, steel and

iron making facilities, whose classification as an essential

Management report

236

service was confirmed by the Labour Court in an interim relief

decision. On the return date, the interim relief was reversed by

the Labour Court and the strike continued. Parties settled and

signed a section 150 agreement. The agreement entailed a

6.5% increase in wages, negotiating the implementation of a 4-

shift pattern at coke making facilities and disciplining employees

who defied the court order.

ArcelorMittal Temirtau's CLA renewed in January in 2022 for

three years is still valid until the end of December 2024.

In 2022, the Mining segment continued to maintain productive

social dialogue and relationships with its trade unions and

communities where there are operations. The agreement with

UWUL in Liberia valid until the second quarter of 2024 was

successfully concluded in 2022.

Corporate governance

This section describes the corporate governance practices of

ArcelorMittal for the year ended December 31, 2022.

Board of Directors and senior management

ArcelorMittal is governed by a Board of Directors and managed

by the senior management. As described in "Directors and

senior management" above, ArcelorMittal’s senior management

was comprised of the Executive Office - comprising the

Executive Chairman, Mr. Lakshmi N. Mittal and the CEO, Mr.

Aditya Mittal. The Executive Office was supported by a team of

nine other Executive Officers, who together encompass the key

regions and corporate functions.

A number of corporate governance provisions in the Articles of

Association of ArcelorMittal reflect provisions of the

Memorandum of Understanding signed on June 25, 2006 (prior

to Mittal Steel Company N.V.’s merger with Arcelor), amended in

April 2008 and which mostly expired on August 1, 2009. For

more information about the Memorandum of Understanding, see

“Additional information—Material contracts—Memorandum of

Understanding”.

ArcelorMittal fully complies with the 10 Principles of Corporate

Governance of the Luxembourg Stock Exchange. This is

explained in more detail in “—Other corporate governance

practices” below. ArcelorMittal also complies with the New York

Stock Exchange Listed Company Manual as applicable to

foreign private issuers. There are no significant differences

between the corporate governance practices of ArcelorMittal

and those required of a U.S. domestic issuer under the Listed

Company Manual of the New York Stock Exchange.

Board of Directors

Management report

237

The Board of Directors is in charge of the overall governance

and direction of ArcelorMittal. It is responsible for the

performance of all acts of administration necessary or useful in

furtherance of the corporate purpose of ArcelorMittal, except for

matters reserved by Luxembourg law or the Articles of

Association to the general meeting of shareholders. The Articles

of Association provide that the Board of Directors is composed

of a minimum of 3 and a maximum of 18 members.

The Articles of Association provide that directors are elected and

removed by the general meeting of shareholders by a simple

majority of votes cast. Other than as set out in the Company’s

Articles of Association, no shareholder has any specific right to

nominate, elect or remove directors. Directors are elected by the

general meeting of shareholders for three-year terms. In the

event that a vacancy arises on the Board of Directors for any

reason, the remaining members of the Board of Directors may

by a simple majority elect a new director to temporarily fulfill the

duties attaching to the vacant post until the next general

meeting of the shareholders.

For further information on the composition of the Board of

Directors, including the expiration of each Director’s term and

the period during which each Director has served, see section

"—Directors and senior management " above.

Mr. Lakshmi N. Mittal was elected Chairman of the Board of

Directors on May 13, 2008. Mr. Lakshmi N. Mittal was also

ArcelorMittal’s CEO until February 11, 2021. Mr. Lakshmi N.

Mittal was re-elected to the Board of Directors for a three-year

term at the annual general meeting of shareholders on June 13,

2020.

A director is considered “independent” if:

(a)he or she is independent within the meaning of the

New York Stock Exchange Listed Company Manual, as

applicable to foreign private issuers,

(b)he or she is unaffiliated with any shareholder owning or

controlling more than two percent of the total issued

share capital of ArcelorMittal, and

(c)the Board of Directors makes an affirmative

determination to this effect.

For these purposes, a person is deemed affiliated to a

shareholder if he or she is an executive officer, a director who

also is an employee, a general partner, a managing member or

a controlling shareholder of such shareholder. The 10 Principles

of Governance of the Luxembourg Stock Exchange, which

constitute ArcelorMittal's domestic corporate governance code,

require ArcelorMittal to define the independence criteria that

apply to its directors, which are described in article 8.1 of its

Articles of Association.

Specific characteristics of the director role


Required share ownership Lead Independent Director - minimum of 6,000 ordinary shares Non-executive directors - minimum of 4,000 ordinary shares	Maximum 12 year service (independent directors)	May not serve on the boards of directors of more than four publicly listed companies (non- executive directors)	Required to sign the Company’s Code of Business Conduct and confirm their adherence annually

The Company’s Articles of Association do not require directors

to be shareholders of the Company. The Board of Directors

nevertheless adopted a share ownership policy on October 30,

2012, that was amended on November 7, 2017, considering that

it is in the best interests of all shareholders for all non-executive

directors to acquire and hold a minimum number of ArcelorMittal

ordinary shares in order to better align their long-term interests

with those of ArcelorMittal’s shareholders. The Board of

Management report

238

Directors believes that this share ownership policy will result in a

meaningful holding of ArcelorMittal shares by each non-

executive director, while at the same time taking into account

the fact that the share ownership requirement should not be

excessive in order not to unnecessarily limit the pool of available

candidates for appointment to the Board of Directors. Directors

must hold their shares directly or indirectly, and as sole or joint

beneficiary owner (e.g., with a spouse or minor children), at the

latest within three years of his or her election to the Board of

Directors. Each director will hold the shares acquired on the

basis of this policy for so long as he or she serves on the Board

of Directors. Directors purchasing shares in compliance with this

policy must comply with the ArcelorMittal Insider Dealing

Regulations and, in particular, refrain from trading during any

restricted period, including any such period that may apply

immediately after the Director’s departure from the Board of

Directors for any reason.

On October 30, 2012, the Board of Directors also adopted a

policy that places limitations on the terms of independent

directors as well as the number of directorships that directors

may hold in order to align the Company’s corporate governance

practices with best practices in this area (as highlighted in the

table above). Nevertheless, the Board of Directors may, by way

of exception to this rule, make an affirmative determination, on a

case-by-case basis, that a Director may continue to serve

beyond the 12-year rule if the Board of Directors considers it to

be in the best interest of the Company based on the contribution

of the Director involved taking into consideration the balance

between the knowledge, skills, experience of the director and

the need for renewal of the Board.

As membership of the Board of Directors represents a

significant time commitment, the policy requires both executive

and non-executive directors to devote sufficient time to the

discharge of their duties as a Director of ArcelorMittal. Directors

are therefore required to consult with the Chairman and the

Lead Independent Director before accepting any additional

commitment that could conflict with or impact the time they can

devote to their role as a Director of ArcelorMittal. A non-

executive Director’s service on the board of directors of any

subsidiary or affiliate of ArcelorMittal or of any non-publicly listed

company is not taken into account for purposes of complying

with the service limitation.

Although non-executive directors of ArcelorMittal who change

their principal occupation or business association are not

necessarily required to leave the Board of Directors, the policy

requires each non-executive director, in such circumstances, to

promptly inform the Board of Directors of the action he or she is

contemplating. Should the Board of Directors determine that the

contemplated action would generate a conflict of interest, such

non-executive director would be asked to tender his or her

resignation to the Chairman of the Board of Directors, who

would decide to accept the resignation or not.

None of the members of the Board of Directors, including the

executive directors, have entered into service contracts with

ArcelorMittal or any of its subsidiaries that provide for any form

of remuneration or for benefits upon the termination of their

term. All non-executive Directors of the Company signed the

Company’s Appointment Letter, which confirms the conditions of

their appointment by the General Meeting of the Shareholders

including compliance with certain non-compete provisions, the

10 Principles of Corporate Governance of the Luxembourg

Stock Exchange and the Company’s Code of Business Conduct.

The remuneration of the members of the Board of Directors is

determined on a yearly basis by the annual general meeting of

shareholders.

Share transactions by management

In compliance with laws prohibiting insider dealing, the Board of

Directors of ArcelorMittal has adopted insider dealing

regulations, which apply throughout the ArcelorMittal group.

These regulations are designed to ensure that insider

information is treated appropriately within the Company and

avoid insider dealing and market manipulation. Any breach of

the rules set out in this procedure may lead to criminal or civil

charges against the individuals involved, as well as disciplinary

action by the Company.

Operation

General

The Board of Directors and the Board committees may engage

the services of external experts or advisers as well as take all

actions necessary or useful to implement the Company’s

corporate purpose. The Board of Directors (including its three

committees) has its own budget, which covers functioning costs

such as external consultants, continuing education activities for

directors and travel expenses.

Meetings

The Board of Directors meets when convened by the Chairman

of the Board or any two members of the Board of Directors. The

Board of Directors holds physical meetings at least on a

quarterly basis as five regular meetings are scheduled per year.

The Board of Directors holds additional meetings if and when

circumstances require, in person or by teleconference and can

take decisions by written circulation, provided that all members

of the Board of Directors agree.

In 2022, the Board of Directors held 9 meetings with 100% of

the average attendance rate.

Management report

239


9 meetings (2022)	100% Average attendance rate

In order for a meeting of the Board of Directors to be validly

held, a majority of the directors must be present or represented,

including at least a majority of the independent directors. In the

absence of the Chairman, the Board of Directors will appoint a

chairman by majority vote for the meeting in question. The

Chairman may decide not to participate in a Board of Directors’

meeting, provided he has given a proxy to one of the directors

who will be present at the meeting. For any meeting of the

Board of Directors, a director may designate another director to

represent him or her and vote in his or her name, provided that

the director so designated may not represent more than one of

his or her colleagues at any time.

Each director has one vote and none of the directors, including

the Chairman, has a casting vote. Decisions of the Board of

Directors are made by a majority of the directors present and

represented at a validly constituted meeting, except for the

decisions of the Board of Directors relating to the issue of any

financial instruments carrying or potentially carrying a right to

equity pursuant to the authorization conferred by article 5.5 of

the Articles of Association, which shall be taken by a majority of

two-thirds of the directors present or represented at a validly

constituted meeting.

Lead Independent Director

Mr. Bruno Lafont was elected by the Board of Directors as

ArcelorMittal's Lead Independent Director and re-elected as a

director for a three-year term at the ArcelorMittal AGM held on

June 13, 2020.

The agenda of each meeting of the Board of Directors is

decided jointly by the Chairman of the Board of Directors and

the Lead Independent Director.

Separate meetings of independent directors

The independent members of the Board of Directors may

schedule meetings outside the presence of non-independent

directors. Two meetings of the independent directors outside the

presence of management were held in 2022.

Annual self-evaluation

The Board of Directors decided in 2008 to start conducting an

annual self-evaluation of its functioning in order to identify

potential areas for improvement. The first self-evaluation

process was carried out in early 2009. The self-evaluation

process includes structured interviews between the Lead

Independent Director and each director and covers the overall

performance of the Board of Directors, its relations with senior

management, the performance of individual directors, and the

performance of the committees. The process is supported by

the Company Secretary under the supervision of the Chairman

and the Lead Independent Director. The findings of the self-

evaluation process are examined by the ARCG Committee and

presented with recommendations from the ARCG Committee to

the Board of Directors for adoption and implementation.

Suggestions for improvement of the Board of Directors’ process

based on the prior year’s performance and functioning are

implemented during the following year.

The 2022 Board of Directors’ self-evaluation was completed by

the Board on January 23, 2023. The Board of Directors was of

the opinion that it and the management had cooperated

successfully during 2022. Strong focus has continued to be

given on health and safety, decarbonization, sustainability, on

JV performance and structure, on shareholders returns including

share buyback, on policies including incorporation of ESG

criteria, but also on deployment of capital in the long term future.

The Board of Directors reviewed the practical implementation of

the governance structure and thought it was working well. The

Board set new priorities for discussion and review and identified

a number of priority topics for 2023.

The Board of Directors believes that its members have the

appropriate range of skills, knowledge and experience, as well

as the degree of diversity necessary to enable it to effectively

govern the business. The Board of Directors composition is

reviewed on a regular basis and additional skills and experience

are actively searched for in line with the expected development

of ArcelorMittal’s business as and when appropriate.

Required skills, experience and other personal characteristics

Diverse skills, backgrounds, knowledge, experience, geographic

location, nationalities and gender are required in order to

effectively govern a global business the size of the Company’s

operations. The Board of Directors and its committees are

therefore required to ensure that the Board has the right balance

of skills, experience, independence and knowledge necessary to

perform its role in accordance with the highest standards of

governance.

The Company’s directors must demonstrate unquestioned

honesty and integrity, preparedness to question, challenge and

critique constructively, and a willingness to understand and

commit to the highest standards of governance. They must be

committed to the collective decision-making process of the

Board of Directors and must be able to debate issues openly

and constructively, and question or challenge the opinions of

others. Directors must also commit themselves to remain

actively involved in Board decisions and apply strategic thought

to matters at issue. They must be clear communicators and

good listeners who actively contribute to the Board in a collegial

manner. Each director must also ensure that no decision or

Management report

240

action is taken that places his or her interests before the

interests of the business. Each director has an obligation to

protect and advance the interests of the Company and must

refrain from any conduct that would harm it.

In order to govern effectively, non-executive directors must have

a clear understanding of the Company’s strategy, and a

thorough knowledge of the ArcelorMittal group and the

industries in which it operates. Non-executive directors must be

sufficiently familiar with the Company’s core business to

effectively contribute to the development of strategy and monitor

performance.

With specific regard to the non-executive directors of the

Company, the composition of the group of non-executive

directors should be such that the combination of experience,

knowledge and independence of its members allows the Board

to fulfill its obligations towards the Company and other

stakeholders in the best possible manner.

The ARCG Committee ensures that the Board of Directors is

comprised of high-caliber individuals whose background, skills,

experience and personal characteristics enhance the overall

profile of the Board and meets its needs and diversity

aspirations by nominating high quality candidates for election to

the Board by the general meeting of shareholders.

Board profile

The key skills and experience of the directors, and the extent to

which they are represented on the Board of Directors and its

committees, are set out below. In summary, the non-executive

directors contribute:

Renewal

The Board of Directors plans for its own succession, with the

assistance of the ARCG Committee. In doing this, the Board of

Directors:

•considers the skills, backgrounds, knowledge,

experience and diversity of geographic location,

nationality and gender necessary to allow it to meet the

corporate purpose;

•assesses the skills, backgrounds, knowledge,

experience and diversity currently represented;

•identifies any inadequate representation of those

attributes and agrees the process necessary to ensure

a candidate is selected who brings them to the Board

of Directors; and

•reviews how Board performance might be enhanced,

both at an individual director level and for the Board as

a whole.

The Board believes that orderly succession and renewal is

achieved through careful planning and by continuously

reviewing the composition of the Board.

When considering new appointments to the Board, the ARCG

Committee oversees the preparation of a position specification

that is provided to an independent recruitment firm retained to

conduct a global search, taking into account, among other

factors, geographic location, nationality and gender. In addition

to the specific skills, knowledge and experience required of the

candidate, the specification contains the criteria set out in the

ArcelorMittal Board profile.

Diversity

In line with the worldwide effort to increase gender diversity on

the boards of directors of listed and unlisted companies, the

Board met its goal of increasing the number of women on the

Board to at least three by the end of 2015 with the election of

Mrs. Karyn Ovelmen in May 2015. Out of 10 members of the

Board of Directors, women represent 30% in 2022. The

ArcelorMittal Board’s diversity not only relates to gender, but

also to the region, background and industry of its members.

Director induction, training and development

The Board considers that the development of the directors’

knowledge of the Company, the steel-making and mining

industries, and the markets in which the Company operates is

an ongoing process. To further bolster the skills and knowledge

of directors, the Company set up a continuous development

program in 2009.

Upon his or her election, each new non-executive director

undertakes an induction program specifically tailored to his or

her needs and includes ArcelorMittal’s long-term vision centered

on the concept of “Safe Sustainable Steel”.

The Board’s development activities include the provision of

regular updates to directors on each of the Company’s products

Management report

241

and markets. Non-executive directors may also participate in

training programs designed to maximize the effectiveness of the

directors throughout their tenure and link in with their individual

performance evaluations. The training and development

program may cover not only matters of a business nature, but

also matters falling into the environmental, social and

governance area.

Structured opportunities are provided to build knowledge

through initiatives such as visits to plants and mine sites and

business briefings provided at Board meetings. Non-executive

directors also build their Company and industry knowledge

through the involvement of the Executive Office and other senior

employees in Board meetings. Business briefings, site visits and

development sessions underpin and support the Board’s work in

monitoring and overseeing progress towards the corporate

purpose of creating long-term shareholder value through the

development of the ArcelorMittal business in steel and mining.

The Company therefore continuously builds directors’

knowledge to ensure that the Board remains up-to-date with

developments within the Company’s segments, as well as

developments in the markets in which the Company operates.

During the year, non-executive directors participated in the

following activities:

•comprehensive business briefings intended to provide

the directors with a deeper understanding of the

Company’s activities, environment, key issues and

strategy of the Company’s segments. These briefings

are provided to the Board of Directors by senior

executives, including Executive Office members. The

briefings provided during the course of 2022 covered

many areas, In particular, a strong emphasis has been

given to health and safety processes, fatality

prevention, environment and climate change. Specific

major acquisitions were reviewed. In addition, cyber

security, risk management, corporate responsibility,

carbon reduction strategy in steelmaking, capital

allocation process and strategy were covered.

Business briefings took place at Board and committee

meetings;

•briefing meetings with the Company executives in

charge of specific business segments or markets;

•site visits of directors to plants and R&D centers.

•development sessions on specific topics of relevance,

such as health and safety, commodity markets, HR,

investor relations, accounting, the world economy,

changes in corporate governance standards, directors’

duties and shareholder feedback.

The ARCG Committee oversees director training and

development. This approach allows induction and learning

opportunities to be tailored to the directors’ committee

memberships, as well as the Board of Directors' specific areas

of focus. In addition, this approach ensures a coordinated

process in relation to succession planning, Board renewal,

training, development and committee composition, all of which

are relevant to the ARCG Committee’s role in securing the

supply of talent to the Board.

Board of Directors committees

The Board of Directors has three committees:

•the Audit & Risk Committee,

•the ARCG Committee, and

•the Sustainability Committee.

Audit & Risk Committee


4 members (100% independent)	8 meetings (2022)

In 2022, 8 meetings of the Audit & Risk Committee were held

with an attendance rate of 100%.

The primary function of the Audit & Risk Committee is to assist

the Board in fulfilling its oversight responsibilities by reviewing:

•the integrity of the financial reports and other financial

information provided by the Company to any

governmental body or the public;

•the Company’s compliance with legal and regulatory

requirements;

•the registered public accounting firm’s (Independent

Auditor) qualifications and independence;

•the Company’s system of internal control regarding

finance, accounting, legal compliance, ethics and risk

management that management and the Board have

established;

•the Company’s auditing, accounting and financial

reporting processes generally;

•the identification and management of risks to which the

ArcelorMittal group is exposed; and

•conducting investigations into any matters, including

whistleblower complaints, within its scope of

responsibility and obtaining advice from outside legal,

Management report

242

accounting, or other advisers, as necessary, to perform

its duties and responsibilities.

The Audit & Risk Committee must be composed solely of

independent members of the Board of Directors. The members

are appointed by the Board of Directors each year after the

annual general meeting of shareholders. The Audit & Risk

Committee is comprised of four members, all of whom must be

independent under the Company’s corporate governance

guidelines, the New York Stock Exchange (NYSE) standards as

applicable to foreign private issuers and the 10 Principles of

Corporate Governance of the Luxembourg Stock Exchange.

The Audit & Risk Committee makes decisions by a simple

majority with no member having a casting vote.

At least one member must qualify as an "audit committee

financial expert” as defined by the SEC and determined by the

Board.

At least one member must qualify as an Audit & Risk Committee

“risk management expert” having experience in identifying,

assessing, and managing risk exposures of large, complex

companies.

The Audit & Risk Committee currently consists of 4 members:

Mrs. Karyn Ovelmen, Mr. Bruno Lafont, Mr. Karel de Gucht and

Mr. Etienne Schneider, each of whom is an independent Director

according to the NYSE standards and the 10 Principles of

Corporate Governance of the Luxembourg Stock Exchange.

The Chairman of the Audit & Risk Committee is Mrs. Ovelmen

who is an “audit committee financial expert” as defined by the

SEC. Please see “—–Directors and senior management—–

Board of Directors” above for Mrs. Ovelmen's experience.

According to its charter, the Audit & Risk Committee is required

to meet at least four times a year. The Audit & Risk Committee

performs an annual self-evaluation and completed its 2022 self-

evaluation on January 23, 2023. The charter of the Audit & Risk

Committee is available from ArcelorMittal upon request.

Appointments, Remuneration and Corporate Governance

Committee


3 members (100% independent)	6 meetings (2022)

In 2022, 6 meetings of the ARCG Committee were held, with an

attendance rate of 100%.

The ARCG Committee is comprised of three directors, each of

whom is independent under the New York Stock Exchange

standards as applicable to foreign private issuers and the 10

Principles of Corporate Governance of the Luxembourg Stock

Exchange.

The members are appointed by the Board of Directors each

year after the annual general meeting of shareholders. The

ARCG Committee makes decisions by a simple majority with no

member having a casting vote.

The Board of Directors has established the ARCG Committee

to:

•determine, on its behalf and on behalf of the

shareholders within agreed terms of reference,

ArcelorMittal’s compensation framework, including

short and long term incentives for the CEO, the

Executive Chairman and for the nine other Executive

Officers;

•review and approve succession and contingency plans

for key managerial positions at the level of the

Executive Officers;

•consider any candidate for appointment or

reappointment to the Board of Directors at the request

of the Board of Directors and provide advice and

recommendations to it regarding the same;

•evaluate the functioning of the Board of Directors and

monitor the Board of Directors’ self-evaluation process;

•assess the roles of the Chairman and CEO and

deliberate on the merits of the Board’s leadership

structure to ensure that the most efficient and

appropriate structure is in place; and

•develop, monitor and review corporate governance

principles and corporate responsibility policies

applicable to ArcelorMittal, as well as their application

in practice.

During its meeting of May 8, 2018, the Board renewed its

emphasis on four key areas (health & safety, environment and

community relations, climate change and social issues) and

added these to the scope of the ARCG Committee to ensure a

Board level review of these important topics. Accordingly, the

ARCG Committee was renamed the ARCGS Committee

("Appointments, Remuneration, Corporate Governance and

Sustainability Committee") to highlight the Company’s focus on

these key areas. During its meeting of July 27, 2021, the

Appointment, Remuneration, Corporate Governance and

Sustainability Committee became again ARCG Committee and

the new Sustainability Committee was created. As a result,

ArcelorMittal complies with the new Principle 9 on companies'

corporate social responsibility introduced subsequently to the

revision of the 10 Principles of the Luxembourg Stock

Management report

243

Exchange. According to Recommendation 9.3 under the

Principles, the Board shall regularly consider the Company's

non-financial risks, including social and environmental risks.

The ARCG Committee’s principal criteria in determining the

compensation of executives is to encourage and reward

performance that will lead to long-term enhancement of

shareholder value. The ARCG Committee may seek the advice

of outside experts.

The three members of the ARCG Committee are Mr. Bruno

Lafont, Mrs. Clarissa Lins and Mr. Tye Burt, each of whom is

independent in accordance with the NYSE standards applicable

to foreign private issuers and the 10 Principles of Corporate

Governance of the Luxembourg Stock Exchange. The Chairman

of the ARCG Committee is Mr. Lafont.

The ARCG Committee is required to meet at least three times a

year.

The ARCG Committee performs an annual self-evaluation and

completed its 2022 self-evaluation on January 23, 2023.

The charter of the ARCG Committee is available from

ArcelorMittal upon request.

Succession management

Succession management at ArcelorMittal is a systematic,

structured process for identifying and preparing employees with

potential to fill key organizational positions, should the position

become vacant. This process applies to all ArcelorMittal key

positions up to and including the Executive Office. Succession

management aims to ensure the continued effective

performance of the organization by providing for the availability

of experienced and capable employees who are prepared to

assume these roles as they become available. For each

position, candidates are identified based on performance,

potential and an assessment of leadership capabilities and their

“years to readiness”. Development needs linked to the

succession plans are discussed, after which “Personal

Development Plans” are put in place, to accelerate development

and prepare candidates. Regular reviews of succession plans

are conducted at different levels of the organization to ensure

that they are accurate and up to date, leading to at least once a

year formal review by the Executive Office, of all key positions.

Succession management is a necessary process to reduce risk

of vacant positions or skill gap transitions, create a pipeline of

future leaders, ensure smooth business continuity and improve

employee motivation and engagement. This process has been

in place for several years and reinforced, widened and made

more systematic in all regions of the organization. The

responsibility to review and approve succession plans and

contingency plans at the highest level rests with the Board’s

ARCG Committee.

Sustainability Committee


3 members (67% independent)	7 meetings (2022)

In 2022, 7 meetings of Sustainability Committee were held, with

an attendance rate of 100%.

The Sustainability Committee ("SC") is comprised of three

members, of whom two are independent. The members are

appointed by the Board of Directors. The Sustainability

Committee makes decisions by simple majority with no member

having a casting vote.

The primary function of the SC is to assist the Board of Directors

on the following areas:

•review Group level frameworks, policies, standards,

and guidelines in sustainability matters;

•review the Company`s sustainable development plan

and associated management systems and ensure the

Group is well positioned to meet the evolving

expectations of stakeholders, including investors,

customers, regulators, employees, and communities;

•review the effectiveness of the process for assessing

and managing catastrophic risks;

•coordinate the SC’s risk management work with the

Audit and Risk Committee, in relation to reporting to

the Board;

•review the findings of important climate action report

and the management response;

•support and provide guidance to management in

developing and updating policies and procedures

relating to employee health & safety, environment,

climate change and community relations;

•monitor any current, pending or threatened legal

actions with respect to safety, climate change,

environment, and community relations;

•review and recommend to the Board of Directors on

the adequacy of the reporting on sustainability

opportunities, risks and issues in the annual report,

Sustainability Report, and other relevant public

documents;

Management report

244

•make recommendations to the Board of Directors with

respect to trends in results and programs in all covered

areas;

•ensure that the SC Chair (or in his or her absence, an

alternative member) of the SC attends the Company’s

Annual General Meeting to answer questions

concerning sustainability and their development and/or

implementation;

•oversee any investigation and/or undertake any

thorough analysis which is within its scope.

The three members of the SC are Mrs. Clarissa Lins, Mr. Tye

Burt and Mr. Michel Wurth. Mrs. Lins and Mr. Burt are

independent in accordance with the Company’s corporate

governance guidelines, the NYSE standards and the 10

Principles of Corporate Governance of the Luxembourg Stock

Exchange. The Chairman of the SC is Mrs. Lins.

The members have relevant expertise or experience relating to

the objective of the Sustainability Committee. The responsible

senior managers pertaining to their respective areas of

responsibility - health and safety, environment, climate change,

for community relations - are permanent invitees to the meetings

of the SC. The Chairman of the SC makes a verbal report of the

SC’s decisions and findings to the Board of Directors after each

SC meeting.

Other corporate governance practices

ArcelorMittal is committed to adhering to best practices in terms

of corporate governance in its dealings with shareholders and

aims to ensure good corporate governance by applying rules on

transparency, quality of reporting and the balance of powers.

ArcelorMittal continually monitors U.S., EU and Luxembourg

legal requirements and best practices in order to make

adjustments to its corporate governance controls and

procedures when necessary, as evidenced by the policies

adopted by the Board of Directors in 2012.

ArcelorMittal complies with the 10 Principles of Corporate

Governance of the Luxembourg Stock Exchange in all respects.

Ethics and conflicts of interest

Ethics and conflicts of interest are governed by ArcelorMittal’s

Code of Business Conduct, which establishes the standards for

ethical behavior that are to be followed by all employees and

directors of ArcelorMittal in the exercise of their duties, including

the Company's CEO and CFO. Each employee of ArcelorMittal

is required to sign and acknowledge the Code of Conduct upon

joining the Company. This also applies to the members of the

Board of Directors of ArcelorMittal, who signed the Company’s

Appointment Letter in which they acknowledged their duties and

obligations. Any new member of the Board of Directors must

sign and acknowledge the Code of Conduct upon appointment.

Employees must always act in the best interests of ArcelorMittal

and must avoid any situation in which their personal interests

conflict, or could conflict, with their obligations to ArcelorMittal.

Employees are prohibited from acquiring any financial or other

interest in any business or participating in any activity that could

deprive ArcelorMittal of the time or the attention needed to

devote to the performance of their duties. Any behavior that

deviates from the Code of Business Conduct is to be reported to

the employee’s supervisor, a member of the management, the

head of the legal department or the head of the internal

assurance department.

Code of Business Conduct

Conduct training is offered throughout ArcelorMittal on a regular

basis in the form of face-to-face trainings, webinars and online

trainings. Employees are periodically trained about the Code of

Business Conduct in each location where ArcelorMittal has

operations. The Code of Business Conduct is available in the

“Corporate Governance-Our Policies-Code of Business

Conduct” section of ArcelorMittal’s website at

www.arcelormittal.com and has been disseminated through

Company-wide communications.

In addition to the Code of Business Conduct, ArcelorMittal has

developed a Human Rights Policy and a number of other

compliance policies in more specific areas, such as antitrust,

anti-corruption, economic sanctions, insider dealing and data

protection. In all these areas, specifically targeted groups of

employees are required to undergo specialized compliance

training. Furthermore, ArcelorMittal’s compliance program also

includes a quarterly compliance certification process covering all

business segments and entailing reporting to the Audit & Risk

Committee.

ArcelorMittal intends to disclose any amendment to or waiver

from the Code of Business Conduct applicable to any of

ArcelorMittal’s directors, its CEO, CFO or any other person who

is an executive officer of ArcelorMittal on ArcelorMittal’s website

at www.arcelormittal.com.

Process for Handling Complaints on Accounting Matters

As part of the procedures of the Board of Directors for handling

complaints or concerns about accounting, internal controls and

auditing issues, ArcelorMittal’s Anti-Fraud Policy and Code of

Business Conduct encourage all employees to bring such

issues to the Audit & Risk Committee’s attention on a

confidential basis. In accordance with ArcelorMittal’s Anti-Fraud

and Whistleblower Policy, concerns with regard to possible fraud

or irregularities in accounting, auditing or banking matters or

bribery within ArcelorMittal or any of its subsidiaries or other

controlled entities may also be communicated through the “—

Corporate Governance—Whistleblower” section of the

ArcelorMittal website at www.arcelormittal.com, where

ArcelorMittal’s Anti-Fraud Policy and Code of Business Conduct

Management report

245

are also available in each of the main working languages used

within the Group. In recent years, ArcelorMittal has implemented

local whistleblowing facilities, as needed.

During 2022, there were 222 complaints received relating to

alleged fraud, which were referred to and duly reviewed by the

Company’s Internal Assurance Department. Following review by

the Audit & Risk Committee, none of these complaints were

found to be significant.

Internal assurance

ArcelorMittal has an Internal Assurance function that, through its

Head of Internal Assurance, reports to the Audit & Risk

Committee. The function is staffed by full-time professional staff

located within each of the principal operating subsidiaries and at

the corporate level. Recommendations and matters relating to

internal control and processes are made by the Internal

Assurance function and their implementation is regularly

reviewed by the Audit & Risk Committee.

Independent auditors

The appointment and determination of fees of the independent

auditors is the direct responsibility of the Audit & Risk

Committee. The Audit & Risk Committee is further responsible

for obtaining, at least once each year, a written statement from

the independent auditors that their independence has not been

impaired. The Audit & Risk Committee has also obtained a

confirmation from ArcelorMittal’s principal independent auditors

to the effect that none of its former employees are in a position

within ArcelorMittal that may impair the principal auditors’

independence.

Measures to prevent insider dealing and market manipulation

The Board of Directors of ArcelorMittal has adopted Insider

Dealing Regulations (“IDR”), which are updated when necessary

(most recently in January 2019) and in relation to which training

is conducted throughout the Group. The IDR’s most recent

version has been updated in light of the new Market Abuse

Regulation and is available on ArcelorMittal’s website,

www.arcelormittal.com.

The IDR apply to the worldwide operations of ArcelorMittal. The

compliance and data protection officer of ArcelorMittal is also

the IDR compliance officer and answers questions that

members of senior management, the Board of Directors, or

employees may have about the IDR’s interpretation. The IDR

compliance officer maintains a list of insiders as required by

Regulation No 596/2014 of the European Parliament and the

Council dated 16 April 2014 on market abuse or “MAR” and the

Commission Implementing Regulation 2016/347 of 10 March

2016 laying down technical standards with regard to the precise

format of insider lists and for updating insider lists in accordance

with MAR. The IDR compliance officer may assist senior

executives and directors with the filing of notices required by

Luxembourg law to be filed with the Luxembourg financial

regulator, the CSSF (Commission de Surveillance du Secteur

Financier). Furthermore, the IDR compliance officer has the

power to conduct investigations in connection with the

application and enforcement of the IDR, in which any employee

or member of senior management or of the Board of Directors is

required to cooperate.

Selected new employees of ArcelorMittal are required to

participate in a training course about the IDR upon joining

ArcelorMittal and every three years thereafter. The individuals

who must participate in the IDR training include the members of

senior management, employees who work in finance, legal,

sales, mergers and acquisitions and other areas that the

Company may determine from time to time. In addition,

ArcelorMittal’s Code of Business Conduct contains a section on

“Trading in the Securities of the Company” that emphasizes the

prohibition to trade on the basis of inside information. An online

interactive training tool based on the IDR is currently deployed

across the group through ArcelorMittal’s intranet, with the aim to

enhance the staff’s awareness of the risks of sanctions

applicable to insider dealing. The importance of the IDR is again

reiterated in the Group's internal Group Policies and Procedures

Manual.

Shareholders and markets

Major shareholders

The following table sets out information as of December 31,

2022 with respect to the beneficial ownership of ArcelorMittal

ordinary shares by each person who is known to be the

beneficial owner of more than 5% of the shares and all directors

and senior management as a group.


	ArcelorMittal Ordinary Shares
	Number	%
Significant Shareholder1	330,534,323	37.65%
Treasury Shares2	72,471,843	8.26%
Other Public Shareholders	474,803,606	54.09%
Total	877,809,772	100.00%
Of which: Directors and Senior Management3	335,970	0.04%
Significant Shareholder voting rights (outstanding shares)		41.04%

1For purposes of this table, ordinary shares owned directly by Mr. Lakshmi N.

Mittal and his wife, Mrs. Usha Mittal, are aggregated with those ordinary

shares beneficially owned by the Significant Shareholder (other than those

resulting from the conversion of mandatorily convertible subordinated notes).

At December 31, 2022, Mr. Lakshmi Mittal and his wife, Mrs. Usha Mittal,

had direct ownership of ArcelorMittal ordinary shares and beneficial

ownership (within the meaning set forth in Rule 13d-3 of the Exchange Act),

through the Significant Shareholder, of the outstanding equity of two holding

companies that own ArcelorMittal ordinary shares—Nuavam Investments

S.à. r.l. (“Nuavam”) and Lumen Investments S.à r.l. (“Lumen”). Nuavam, a

Management report

246

limited liability company organized under the laws of Luxembourg, was the

owner of 63,658,348 ArcelorMittal ordinary shares. Lumen, a limited liability

company organized under the laws of Luxembourg, was the owner of

266,444,475 ArcelorMittal ordinary shares. Mr. Lakshmi N. Mittal was the

direct owner of 406,000 ArcelorMittal ordinary shares. Mrs. Mittal was the

direct owner of 25,500 ArcelorMittal ordinary shares. Mr. Lakshmi N. Mittal,

Mrs. Mittal and the Significant Shareholder shared beneficial ownership of

100% of the outstanding equity of each of Nuavam and Lumen (within the

meaning set forth in Rule 13d-3 of the Exchange Act). Accordingly, Mr.

Lakshmi N. Mittal was the beneficial owner of 330,508,823 ArcelorMittal

ordinary shares, Mrs. Mittal was the beneficial owner of 330,128,323

ordinary shares, and the Significant Shareholder (when aggregated with

ordinary shares of ArcelorMittal held directly by Mr. and Mrs. Mittal) was the

beneficial owner of 330,534,323 ordinary shares. The foregoing statement

does not give effect to the ordinary shares resulting from the conversion of

the mandatorily convertible subordinated notes issued in May 2020

outstanding as of December 31, 2022. Assuming conversion of all

outstanding mandatorily convertible subordinated notes issued in May 2020

(including those held by the Significant Shareholder), the Significant

Shareholder would, together with Mr. and Mrs. Mittal, beneficially own

341,574,803 ordinary shares representing 36.15% of issued shares

(assuming conversion of all notes at the maximum conversion ratio) or

339,930,443 ordinary shares representing 36.36% of issued shares

(assuming conversion of all notes at the minimum conversion ratio). As of

December 31, 2022 and 2021, the Significant Shareholder (together with Mr.

Lakshmi N. Mittal and Mrs. Mittal) held 37.65% and 33.67% of the

Company’s ordinary shares respectively. During 2022, the Company

repurchased 0.53 million shares from the Significant Shareholder under its

sixth buyback program for $1 billion. See "—Related party transactions—

Share Repurchase Agreement". On February 25, 2022 ArcelorMittal

announced that its Significant Shareholder has decided not to further

participate in its $1 billion share buyback program. Accordingly its

percentage holding of issued and outstanding shares has increased as the

share buyback program is implemented.

2Represents ArcelorMittal ordinary shares repurchased pursuant to share

repurchase programs, fractional shares returned in various transactions, and

the use of treasury shares in various transactions.

3Includes shares beneficially owned by directors and members of senior

management listed in section "Management and employees—Directors and

senior managers" of this annual report; excludes shares beneficially owned

by Mr. Lakshmi N. Mittal. Note that ordinary shares included in this item are

included in “Other Public Shareholders” above.

4Note that ordinary shares included in this item are included in “Other Public

Shareholders” above.

Aditya Mittal is the direct owner of 221,854 ArcelorMittal ordinary

shares representing less than 0.1% of the ArcelorMittal ordinary

shares outstanding. Aditya Mittal holds a total of 284,513 PSUs

of which 82,584 may vest in 2023, 71,050 may vest in 2024,

56,977 may vest in 2025 and 73,902 may vest in 2026. As the

vesting of PSUs is dependent on the Company's performance

criteria not fully within the control of the PSU holder, Aditya

Mittal does not beneficially own ArcelorMittal ordinary shares by

virtue of his ownership of the PSUs. Aditya Mittal is the son of

Mr. Lakshmi N. Mittal and Mrs. Mittal and is CEO and non-

independent director of ArcelorMittal. Vanisha Mittal Bhatia is

the direct owner of 8,500 ArcelorMittal ordinary shares,

representing less than 0.1% of the ArcelorMittal ordinary shares

outstanding. Vanisha Mittal Bhatia is the daughter of Mr.

Lakshmi N. Mittal and Mrs. Mittal and a member of the

Company’s Board of Directors.

The ArcelorMittal ordinary shares may be held in registered form

on the Company’s register only. Registered shares are fully

fungible and may consist of:

a.ArcelorMittal Registry Shares, which are registered

directly on ArcelorMittal’s Luxembourg shareholder

b.shares traded on Euronext Amsterdam, Euronext Paris,

the regulated market of the Luxembourg Stock

Exchange and the Spanish Stock Exchanges, which

are held in Euroclear, or

c.shares traded on the NYSE, the ("New York Registry

Shares"), which are registered (including in the name

of the nominee of DTC) in a New York Share Register

kept on behalf of ArcelorMittal by Citibank N.A., its New

York transfer agent.

On February 5, 2021, BlackRock, Inc. filed a Schedule 13G with

the SEC stating that it beneficially owned 57,171,259 shares or

5.2% of ArcelorMittal’s issued shares as of December 31, 2020.

On March 10, 2021, BlackRock, Inc. filed a Schedule 13G/A with

the U.S. Securities and Exchange Commission stating that it

beneficially owned 51,468,777 shares or 4.7% of ArcelorMittal’s

issued shares as of February 28, 2021.

On January 19, 2022, BlackRock, Inc. provided a notification to

the Company stating that it beneficially owned 49,166,064

shares or 5.24% of ArcelorMittal’s issued shares as of January

18, 2022.

On February 4, 2022, BlackRock, Inc. filed a Schedule 13G/A

with the U.S. Securities and Exchange Commission stating that

it beneficially owned 52,460,418 shares or 5.3% of

ArcelorMittal’s issued shares as of December 31, 2021.

On March 18, 2022, BlackRock, Inc. provided a notification to

the Company stating that it beneficially owned less than 5% of

ArcelorMittal’s issued shares as of March 15, 2022.

On May 24, 2022, BlackRock, Inc. provided a notification to the

Company stating that it beneficially owned 5.27% of

ArcelorMittal’s issued shares as of May 18, 2022.

On July 1, 2022, BlackRock, Inc. provided a notification to the

Company stating that it beneficially owned less than 5% of

ArcelorMittal’s issued shares as of June 30, 2022.

On August 9, 2022, BlackRock, Inc. filed a Schedule 13G/A with

the U.S. Securities and Exchange Commission stating that it

beneficially owned 43,446,535 shares or 4.9% of ArcelorMittal’s

issued shares as of July 31, 2022.

Management report

247

There were notifications from Société Générale SA on June 22,

on November 12, 19 and 24, on December 18 and 30, 2020 and

on January 4, 6 and 25, 2021 with a closing percentage on

December 31, 2020 of 4.75% subsequently increasing to 5.18%

on January 4, 2021 and decreasing to 4.79% on January 21,

2021.

There were notifications from Société Générale SA on January

4, 6 and 25, 2021, on March 8, 12, 25 and 31, 2021, on May 5

and 19, 2021, on June 7, 2021, on August 6 and 16, 2021, on

September 6, 2021, on October 29, 2021, on November 10,

2021 and on December 1, 6 and 29 with a closing percentage

on December 31, 2021 of 5.04%.

On January 26, 2022, there was a notification from Société

Générale SA stating that it beneficially owned 44,777,728

shares or 4.88% of ArcelorMittal’s issued shares as of January

21, 2022. These notifications are available in the Luxembourg

Stock Exchange’s OAM electronic database on www.bourse.lu

and on the Company’s website corporate.arcelormittal.com

under “Investors - Corporate Governance - Shareholding

structure”. The notifications were published in reference to the

Luxembourg law and the Grand Ducal regulation of January 11,

2008, on transparency requirements for issuers of securities

("Transparency Law") in view of a shareholding notification

going above or below the 5% voting rights threshold.

Under Luxembourg law, the ownership of registered shares is

evidenced by the inscription of the name of the shareholder, the

number of shares held by such shareholder and the amount

paid up on each share in the shareholder register of

ArcelorMittal.

At December 31, 2022, 2,537 shareholders other than the

Significant Shareholder, holding an aggregate of 13,779,277

ArcelorMittal ordinary shares, were registered in ArcelorMittal’s

shareholder register, representing approximately 1.57% of the

ordinary shares issued (including treasury shares).

At December 31, 2022, there were 162 registered shareholders

holding an aggregate of 82,006,196 New York Registry Shares,

representing approximately 9.34% of the ordinary shares issued

(including treasury shares). ArcelorMittal’s knowledge of the

number of New York Registry Shares held by U.S. holders is

based solely on the records of its New York transfer agent

regarding registered ArcelorMittal ordinary shares.

At December 31, 2022, 462,560,552 ArcelorMittal ordinary

shares were held through the Euroclear/Iberclear clearing

system in The Netherlands, France, Luxembourg and Spain,

representing approximately 52.69% of the ordinary shares

issued (including treasury shares).

Voting rights

Each share entitles the holder to one vote at the general

meeting of shareholders, and no shareholder benefits from

special voting rights. For more information relating to

ArcelorMittal shares, see “Additional information—Memorandum

and Articles of Association—Voting and information rights”.

Management share ownership

As of December 31, 2022, the aggregate beneficial share

ownership of ArcelorMittal directors and senior management (19

individuals) totaled 335,970 ArcelorMittal shares (excluding

shares beneficially owned by the Significant Shareholder, Mr.

Lakshmi N. Mittal) representing 0.04% of the total issued share

capital of ArcelorMittal. Other than Mr. Lakshmi N. Mittal, each

director and member of senior management beneficially owns

less than 1% of ArcelorMittal’s shares. See "—Major

shareholders” for the beneficial share ownership of the

Significant Shareholder, Mr. Aditya Mittal and Ms. Vanisha Mittal

Bhatia.

On April 27, 2015, ArcelorMittal adopted share ownership

guidelines for its CEO. The share ownership policy aims to

demonstrate to ArcelorMittal’ shareholders, the investing public

and the Company’s employees, the commitment of the CEO to

the Company and directly aligns his interests with those of the

Company’s shareholders. Accordingly, the CEO should, within

five years of the end of the current calendar year, own shares of

the Company’s common shares at least equal to three times his

annual salary and hold the purchased shares for so long as he

serves the Company.

In accordance with the Luxembourg Stock Exchange’s 10

Principles of Corporate Governance, independent non-executive

members of ArcelorMittal's Board of Directors do not receive

share options, RSUs or PSUs, and the policy of the Company is

not to grant any share-based remuneration to members of the

Board of Directors who are not executives of the Company.

See “Management and employees—Compensation” for a

description of options, RSUs and PSUs held by members of

ArcelorMittal’s senior management, including the Executive

Chairman and CEO.

Management report

248

The following tables summarize outstanding PSUs and RSUs granted to the members of the Executive Office and Executive Officers of

ArcelorMittal for the last five years.


	PSUs granted in 2022	PSUs granted in 2021	PSUs granted in 2020	PSUs granted in 2019	PSUs granted in 2018
Executive Office	141,564	109,143	148,422	172,517	134,861
Term (in years)	3	3	3	3	3
Vesting date1	January 1, 2026	January 1, 2025	January 1, 2024	January 1, 2023	January 1, 2022

1See “Management and employees—Compensation—Remuneration—Long-term incentives plans”, for vesting conditions.


	RSUs granted in December 2022	PSUs granted in December 2022	RSUs granted in December 2021	RSUs granted in May 2021	PSUs granted in 2021	RSUs granted in 2020		PSUs granted in 2019	PSUs granted in 2018
CFO and Other Executive Officers	41,500	113,900	32,400	25,000	89,200	15,169	24,900	100,500	76,550
Term (in years)	3	3	3	2	3	1	3	3	3
Vesting date1	December 13, 2025	January 1, 2026	December 16, 2024	May 7, 2023	January 1, 2025	December 14, 2021	December 14, 2023	January 1, 2023	January 1, 2022

1See note 8.3 to the consolidated financial statements, for vesting conditions.

See note 8.3 of the consolidated financial statements for a

description of ArcelorMittal’s equity-settled share-based

payments to certain employees, including stock options, RSUs

and PSUs.

Related party transactions

ArcelorMittal engages in certain commercial and financial

transactions with related parties, including associates and joint

ventures of ArcelorMittal. Please refer to note 12 to the

consolidated financial statements. Further information related to

required disclosure of related party transactions under the

Shareholders’ Rights Law of August 1, 2019 implementing the

European Union's Shareholders' Rights Directive in Luxembourg

(the "Shareholders' Rights Law") is included in “Memorandum

and Articles of Association—Voting and information rights”.

Shareholder’s Agreement

Mr. Lakshmi Mittal and ArcelorMittal are parties to a shareholder

and registration rights agreement (the “Shareholder’s

Agreement”) dated August 13, 1997. Pursuant to the

Shareholder’s Agreement and subject to the terms and

conditions thereof, ArcelorMittal shall, upon the request of

certain holders of restricted ArcelorMittal shares, use its

reasonable efforts to register under the Securities Act of 1933,

as amended, the sale of ArcelorMittal shares intended to be sold

by those holders. By its terms, the Shareholder’s Agreement

may not be amended, other than for manifest error, except by

approval of a majority of ArcelorMittal’s shareholders (other than

the Significant Shareholder and certain permitted transferees) at

a general shareholders’ meeting.

Memorandum of Understanding

The Memorandum of Understanding entered into in connection

with the Mittal Steel acquisition of Arcelor, certain provisions of

which expired in August 2009 and August 2011, is described

under “Additional information—Material contracts—

Memorandum of Understanding”.

Agreements with Aperam SA post-Stainless Steel Spin-Off

In connection with the spin-off of its stainless steel division into a

separately focused company, Aperam SA (“Aperam”), which was

completed on January 25, 2011, ArcelorMittal entered into

several agreements with Aperam and/ or certain Aperam

subsidiaries which are still in force: a purchasing services

agreement for negotiation services from ArcelorMittal

Purchasing (the “Purchasing Services Agreement”) as well as

certain commitments regarding cost-sharing in Brazil and certain

other ancillary arrangements governing the relationship between

Aperam and ArcelorMittal following the spin-off, as well as

certain agreements relating to financing.

The parties agreed to renew a limited number of services where

expertise and bargaining power created value for each

party. ArcelorMittal will continue to provide in 2023 (similar to

Management report

249

2022) certain services relating to areas including environmental

and technical support.

In the area of research and development at the time of the spin-

off, Aperam entered into a framework agreement with

ArcelorMittal in 2011, and as amended in 2015 to establish a

structure for future cooperation in relation to certain ongoing or

new research and development programs. Currently, few but

valuable research and development supports are implemented

through this agreement. New exchanges about breakthrough

technologies or possible technical developments interesting

both companies were launched in 2020, 2021 and 2022 and are

still ongoing.

In Europe, Aperam purchased most of its electricity and natural

gas through energy supply contracts put in place for the period

2014-2020 through ArcelorMittal Energy SCA; the electricity

contract has been renewed in 2022 and for 2023; the natural

gas supplies have continued in 2022 and will continue in 2023

under same terms and conditions as specified in the initial

contracts. In addition, ArcelorMittal Europe and Aperam are both

party to a supply agreement under which the Company’s

European operations will receive significant volumes of calcined

products (e.g. lime and dolomitic lime) from a third party for use

in steel production.

Regarding procurement, Aperam still relies on ArcelorMittal for

supplies and services in relation to the negotiation of certain

contracts with global or large regional suppliers. The Purchasing

Services Agreement entered into for an initial term of two years

until January 24, 2013 has been renewed and remains in force

in relation to the following key categories: operating materials

(only hot strip mill), refractory materials, spare parts, sea

freight, industrial products and support services (excluding

industrial services). The Purchasing Services Agreement also

permits Aperam to avail itself of the services and expertise of

ArcelorMittal for certain capital expenditures.

Another supply agreement entered into between Aperam and

ArcelorMittal Sourcing is effective since January 2020 for the

sale of electrodes. Specific IT service agreements have been

put in place with Aperam, one for Asset Reliability Maintenance

Program ("ARMP") in its Brazilian entities, and two others for the

use in Europe of ARMP and for the use of the global wide area

network (WAN).

Purchasing activities will continue to be provided to Aperam

pursuant to existing contracts with ArcelorMittal entities that it

has specifically elected to assume. In addition, since 2011, a

services agreement has been concluded between ArcelorMittal

Shared Service Center Europe Sp z.o.o. Sp.k. and Aperam for

accounting services.

In connection with the spin-off, management also renegotiated

an existing Brazilian cost-sharing agreement between

ArcelorMittal Brasil and Aperam Inox América do Sul S.A.,

Aperam Inox Serviços Brasil Ltda., Aperam Inox Tubos Brasil

Ltda. and Aperam Bioenergia Ltda. pursuant to which,

ArcelorMittal Brasil continued to perform purchasing for the

benefit of these Aperam’s Brazilian subsidiaries, with costs

being shared on the basis of cost allocation parameters agreed

between the parties on a yearly basis.

Headquarters

ArcelorMittal Kirchberg Real Estate S.à r.l, Kennedy 2020 SAS,

and Aperam Real Estate S.à r.l, which are subsidiaries of

ArcelorMittal and Aperam, respectively, signed a land use right

for a combined head office project in the Kirchberg district of

Luxembourg city, Luxembourg with Fonds Kirchberg on March

7, 2019 which was amended on December 20, 2022. Following

the signature of a share purchase agreement on October 12,

2022, the shares of Aperam Real Estate S.à r.l were sold by

Aperam to Kennedy 2020 SAS. Aperam Real Estate S.à r.l

became a wholly owned subsidiary of ArcelorMittal and was

renamed into K22 S.à r.l on December 8, 2022.

Share Repurchase Agreement

The Significant Shareholder has entered into a share

repurchase agreement with ArcelorMittal on February 12, 2021

(as amended from time to time), (the "Share Repurchase

Agreement"), to sell each trading day on which ArcelorMittal has

purchased shares under its 2021 share buyback programs (the

"Programs") an equivalent number of shares, at the proportion

of the then Significant Shareholder's stake in ArcelorMittal of

issued and outstanding shares of ArcelorMittal, at the same

price as the shares repurchased on the market. The effect of the

Share Repurchase Agreement was to maintain the Significant

Shareholder's voting rights in ArcelorMittal's issued share capital

(net of treasury shares) at the then-current level, pursuant to the

Programs.

On March 4, June 18, July 7, November 17 and December 29,

2021, ArcelorMittal announced the completion of five

consecutive Programs under the authorization given by the

annual general meetings of shareholders held on June 13, 2020

and June 8, 2021 (see "—Purchases of equity securities by the

issuer and affiliated purchasers"). To maintain Significant

Shareholder's current level of voting rights as per the Share

Repurchase Agreement, in the context of the first, second, third,

fourth and fifth Programs, the Company repurchased, 9.9

million, 6.5 million, 8.9 million, 24.5 million and 12.4 million

shares, respectively, from the Significant Shareholder for $236

million, $207 million, $273 million, $799 million and $363 million,

respectively.

On February 11, 2022, ArcelorMittal announced a new $1 billion

share buyback program. To maintain Significant Shareholder's

Management report

250

current level of voting rights as per the Share Repurchase

Agreement, the Company repurchased 525,177 shares from the

Significant Shareholder for $16.2 million. On February 25, 2022,

the Company announced the decision of the Significant

Shareholder not to further participate to such program.

Accordingly, the Share Repurchase Agreement was terminated

with respect to this program.

Markets

ArcelorMittal shares are listed and traded (through a single

order book) on the Euronext European markets (Paris and

Amsterdam) (symbol “MT”), are admitted to trading on the

Luxembourg Stock Exchange’s regulated market and listed on

the Official List of the Luxembourg Stock Exchange (symbol

“MT”) and are listed and traded on the Spanish Stock

Exchanges (symbol “MTS”). In the United States, ArcelorMittal

shares are listed and traded on the NYSE (symbol “MT”).

Additionally, ArcelorMittal’s 5.50% mandatorily convertible notes

due 2023, which were issued on May 18, 2020, are listed and

traded on the NYSE.

Paying agents

The paying agent for shareholders who hold shares listed on the

NYSE is Citibank and the paying agent for shareholders who

hold shares listed on Euronext Amsterdam, Euronext Paris, and

Luxembourg Stock Exchange is ABN AMRO since March 29,

2021, date as from which it replaced BNP Paribas Securities

Services.

New York Registry Shares

The Company does not have any American Depositary

Receipts. As described under “Additional information—

Memorandum and Articles of Association—Form and transfer of

shares”, the Company maintains a New York share register with

Citibank, N.A. for its shares that trade on the NYSE. As of

December 31, 2022, 82,006,196 shares (or approximately

9.34% of ArcelorMittal’s total issued shares) were ArcelorMittal

New York Registry Shares. Holders of ArcelorMittal New York

Registry Shares do not pay fees to Citibank as a general matter,

but do incur costs of up to $5 per 100 shares for transactions

that require canceling or issuing New York Registry Shares,

such as cross-border trades where New York Registry Shares

are cancelled in exchange for shares held in ArcelorMittal’s

European register, or vice-versa. Subject to certain conditions,

Citibank reimburses the Company on an annual basis for

expenses incurred by the Company in relation to the ongoing

maintenance of the New York share facility (e.g., investor

relations expenses, NYSE listing fees, etc.). In 2022, Citibank

paid the Company $658,526 in respect of reimbursements of

expenses incurred by the Company in 2022.

Dividend distributions

Based on Luxembourg law and its Articles of Association,

ArcelorMittal allocates at least five percent of its net profits to

the creation of a reserve. This allocation ceases to be

compulsory when the reserve reaches ten percent (10%) of its

issued share capital, and becomes compulsory once again

when the reserve falls below that percentage. Under

Luxembourg law, the amount of any dividends paid to

shareholders may not exceed the amount of the profits at the

end of the last financial year plus any profits carried forward and

any amounts drawn from reserves that are available for that

purpose, less any losses carried forward and sums to be placed

in reserve in accordance with Luxembourg law or the Articles of

Association. A company may not pay dividends to shareholders

when, on the closing date of the last financial year, the net

assets are, or following the payment of such dividend would

become, lower than the amount of the subscribed capital plus

the reserves that may not be distributed by law or by virtue of

the articles of association. ArcelorMittal’s Articles of Association

provide that the portion of annual net profit that remains

unreserved is allocated as follows by the general meeting of

shareholders upon the proposal of the Board of Directors:

•a global amount is allocated to the Board of Directors

by way of directors’ fees (“tantièmes”). This amount

may not be less than €1,000,000. In the event that the

profits are insufficient, the amount of €1,000,000 shall

be imputed in whole or in part to charges. The

distribution of this amount among the members of the

Board of Directors shall be effected in accordance with

the Board of Directors’ rules of procedure; and

•the balance is distributed as dividends to the

shareholders or placed in the reserves or carried

forward.

Interim dividends may be distributed under the conditions set

forth in Luxembourg law by decision of the Board of Directors.

No interest is paid on dividends declared but not paid which are

held by the Company on behalf of shareholders.

On February 6, 2020, given the resilient cash flow and progress

towards its net debt target (revised to $7 billion during 2019 to

reflect impact of IFRS 16), the Board proposed a base dividend

of $0.30 per share for 2020 (in respect of 2019). However,

against the backdrop of significant cost saving measures being

taken across the business due to the COVID-19 outbreak, the

Board determined it both appropriate and prudent to suspend

dividend payments until such a time as the operating

environment normalizes.

Following the achievement of the Group's net debt target, in

February 2021, the Board has approved a new capital return

Management report

251

policy. According to this policy, the Board recommended a

$0.30/share base dividend be paid in June 2021, subject to the

approval of shareholders at the AGM.

On June 8, 2021 at the annual general meeting of shareholders,

the shareholders approved the Company’s proposed dividend of

$0.30 per share. The dividend amounted to $325 million ($312

million net of dividends paid to subsidiaries holding treasury

shares) and was paid on June 15, 2021.

In February 2022, the Board of Directors recommended an

increase of the base annual dividend to $0.38/share, from

$0.30/share, to be paid in June 2022, subject to the approval of

shareholders at the annual general meeting of shareholders in

May 2022. On May 4, 2022 at the annual general meeting of

shareholders, the shareholders approved the Company's

proposed dividend of $0.38 per share. The dividend amounted

to $332 million and was paid on June 10, 2022.

Purchases of equity securities by the issuer and affiliated

purchasers

The annual general meeting of shareholders held on June 8,

2021 decided (a) to cancel with effect as of the date of the

meeting the authorization granted to the Board of Directors by

the annual general meeting of shareholders held on June 13,

2020 with respect to the share buy-back program, and (b) to

authorize, effective immediately after the General Meeting, the

Board of Directors, with the option to delegate to the corporate

bodies of the other companies in the ArcelorMittal group in

accordance with the Luxembourg law of August 10, 1915 on

commercial companies, as amended (the “Law”), to acquire and

sell shares in the Company in accordance with the Law and any

other applicable laws and regulations, including but not limited

to entering into off-market and over-the-counter transactions

and to acquire shares in the Company through derivative

financial instruments.

On April 26, 2022, ArcelorMittal announced the completion of its

$1 billion share buyback program announced on February 11,

2022 pursuant to an authorization by the annual general

meeting of shareholders on June 8, 2021. At market close on

April 25, 2022, ArcelorMittal had repurchased 31.8 million

shares for a total value of €911 million (equivalent to $1 billion)

at an average price per share of €28.68 (equivalent to $31.49).

The annual general meeting of shareholders held on May 4,

2022 (the “2022 AGM”) decided (a) to cancel with effect as of

the date of the 2022 AGM the authorization granted to the Board

of Directors by the general meeting of shareholders held on

June 8, 2021 with respect to the share buy-back program (the

"Authorization"), and (b) to authorize, effective immediately after

the 2022 AGM, the Board of Directors, with the option to

delegate to the corporate bodies of the other companies in the

ArcelorMittal group in accordance with the Luxembourg law of

August 10, 1915 on commercial companies, as amended (the

“Law”), to acquire and sell shares in the Company in

accordance with the Law and any other applicable laws and

regulations, including but not limited to entering into off-market

and over-the-counter transactions and to acquire shares in the

Company through derivative financial instruments.

On June 9, 2022, ArcelorMittal announced the completion of a

second $1 billion share buyback program announced on May 5,

2022, pursuant to an authorization by the 2022 AGM. At market

close on June 8, 2022, ArcelorMittal had repurchased 33.3

million shares for a total value of €943 million (equivalent to $1

billion) at an average price per share of €28.26 ($29.99).

On July 29, 2022, the Company announced a new share

buyback program of 60.4 million shares (approximately $1.4

billion based on share price as of July 26, 2022) to be

completed by the end of May 2023 (subject to market

conditions) under the authorization given by the 2022 AGM. The

Significant Shareholder has decided not to participate in the

program consistent with the position announced on February 25,

2022.

As described in “Memorandum and Articles of Association”, the

maximum number of shares that may be acquired does not in

any event exceed 10% of the Company’s issued share capital.

The maximum number of own shares that the Company may

hold at any time directly or indirectly may not have the effect of

reducing its net assets (“actif net”) below the amount mentioned

in paragraphs 1 and 2 of Article 461-272-1 of the Law.

Management report

252


Program1	2022	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Number of Shares that may yet be purchased under the Plans or Programs (see above explanations)
First buyback program	February 1 - February 28	2,045,177	$30.74	2,045,177	29,706,783
First buyback program	March 1 - March 31	16,220,619	$31.23	16,220,619	13,486,164
First buyback program	April 1 - April 30	13,486,164	$31.93	13,486,164	—
Second buyback program	May 1 - May 31	26,503,910	$29.37	26,503,910	6,845,687
Second buyback program	June 1 - June 30	6,845,687	$32.36	6,845,687	—
Third buyback program	August 1 - August 31	20,680,050	$24.18	20,680,050	39,751,330
Third buyback program	September 1 - September 30	10,369,843	$20.65	10,369,843	29,381,487
Third buyback program	October 1 - October 31	8,708,838	$21.56	8,708,838	20,672,649
Third buyback program	November 1 - November 30	1,567,708	$22.31	1,567,708	19,104,941
Third buyback program	December 1 - December 31	—	$—	—	19,104,941

1.Commencement of first, second and third buyback programs was announced on February 11, 2022, May 5, 2022 and July 29, 2022, respectively, for an aggregate

amount of $1 billion, $1 billion, and $1.4 billion, respectively, and the completion of first and second buyback programs was announced on April 26, 2022 and June 9,

2022, respectively. As of December 31, 2022, the third buy program was not yet completed.

Share capital

As of December 31, 2022, the Company’s issued share capital

amounted to approximately $312 million, represented by

877,809,772 ordinary shares without nominal value. The

Company's issued share capital changed as described below in

2021 and 2022.

Out of the total of 877,809,772 shares in issue, 72,471,843

shares were held in treasury by ArcelorMittal at December 31,

2022, representing 8.26% of its issued share capital.

The Company’s authorized share capital, including the issued

share capital, was $404 million represented by 1,136,418,599

ordinary shares without nominal value as of December 31,

2022. The Company's authorized share capital changed as

described below in 2020, 2021 and 2022.

On May 14, 2020, the Company completed an offering of

ordinary shares, without nominal value for $750 million at a price

of $9.27 per share; and on May 18, 2020, the Company

completed an offering of mandatorily convertible subordinated

notes ("MCNs") for $1,250 million, respectively (see note 11.2 to

the consolidated financial statements). At the closing of the

offering of ordinary shares, the Company issued 80,906,149

fully paid up shares. Accordingly, the share capital and

aggregate number of shares issued and fully paid up increased

to $393 million represented by 1,102,809,772 ordinary shares

without nominal value. Subsequently, on December 15, 2020,

ArcelorMittal signed separate, privately negotiated agreements

with certain MCN holders to exchange $247 million in aggregate

principal amount of MCNs for an aggregate of 22,653,933

shares. See note 11.2 to the consolidated financial statements.

On June 13, 2020, at the EGM of ArcelorMittal shareholders, the

shareholders approved an increase of the Company's

authorized share capital to $485 million represented by

1,361,418,599 ordinary shares without nominal value. The

increase was needed to deliver the necessary ordinary shares

upon conversion of the MCNs, which were on the basis of the

conversion ratio when issued on May 18, 2020, mandatorily

convertible into up to 134,843,500 ordinary shares of the

Company and for the Company to have adequate flexibility

going forward, whilst taking into account the issue of 80,906,149

ordinary shares in an offering which closed on May 14, 2020. In

addition, the EGM of ArcelorMittal shareholders held on June

13, 2020 authorized the Board of Directors, during a period of

five years from the date of the EGM meeting, i) to issue

additional ordinary shares in the Company within the limit of the

authorized share capital and ii) to limit or suspend the

preferential subscription rights of existing shareholders in the

event of any increase in the issued share capital up to and

including the share capital. For more information, see note 11 to

the consolidated financial statements.

In line with the authorization granted by the EGM of ArcelorMittal

shareholders held on June 8, 2021 and May 4, 2022, the Board

of Directors has decided to keep the number of treasury shares

within appropriate levels to cancel:

Management report

253

(i) on August 4, 2021, 70 million treasury shares. As a result of

this cancellation, ArcelorMittal had 1,032,809,772 shares in

issue (compared to 1,102,809,772 before the cancellation);

(ii) on September 22, 2021, 50 million treasury shares. As a

result of this cancellation, ArcelorMittal had 982,809,772 shares

in issue (compared to 1,032,809,772 before cancellation);

(iii) on January 14, 2022, 45 million treasury shares. As a result

of this cancellation, ArcelorMittal had 937,809,772 shares in

issue (compared to 982,809,772 before cancellation); and

(iv) on May 18, 2022, 60 million treasury shares. As a result of

this cancellation, ArcelorMittal has 877,809,772 shares in issue

(compared to 937,809,772 before cancellation).

The first two cancellations took into account the $2.2 billion

share buyback program announced on July 29, 2021, which

completed on November 16, 2021, whereas the third

cancellation took into account the $1 billion share buyback

program announced on November 17, 2021, which completed

on December 28, 2021. The fourth cancellation took into

account the $1 billion share buyback program announced on

May 5, 2022, which completed on June 8, 2022.

Over the years, ArcelorMittal has issued equity-settled share-

based payments to certain employees, including stock options,

restricted share units and performance share units. See note 8.3

to the consolidated financial statements.

Management report

254

Additional information

Memorandum and Articles of Association

Below is a summary of ArcelorMittal’s Articles of Association.

The full text of the Company’s Articles of Association is also

available on www.arcelormittal.com under “Investors-Corporate

Governance-Current-Articles of Association” and as filed under

Exhibit 1.1 to this annual report on Form 20-F .

Corporate purpose

Article 3 of the Articles of Association provides that the corporate

purpose of ArcelorMittal is the manufacture, processing and

marketing of steel, steel products and all other metallurgical

products, as well as all products and materials used in their

manufacture, their processing and their marketing, and all

industrial and commercial activities connected directly or

indirectly with those objects, including mining and research

activities and the creation, acquisition, holding, exploitation and

sale of patents, licenses, know-how and, more generally,

intellectual and industrial property rights.

The Company may realize its corporate purpose either directly

or through the creation of companies, the acquisition, holding or

acquisition of interests in any companies or partnerships,

membership in any associations, consortia and joint ventures.

In general, the Company’s corporate purpose comprises the

participation, in any form whatsoever, in companies and

partnerships and the acquisition by purchase, subscription or in

any other manner as well as the transfer by sale, exchange or in

any other manner of shares, bonds, debt securities, warrants

and other securities and instruments of any kind.

It may grant assistance to any affiliated company and take any

measure for the control and supervision of such companies.

It may carry out any commercial, financial or industrial operation

or transaction that it considers to be directly or indirectly

necessary or useful in order to achieve or further its corporate

purpose.

Form and transfer of shares

The shares of ArcelorMittal are issued in registered form only

and are freely transferable. There are no restrictions on the

rights of Luxembourg or non-Luxembourg residents to own

ArcelorMittal shares.

In accordance with Luxembourg law, the ownership of registered

shares is evidenced by the inscription of the name of the

shareholder and the number of shares held by such shareholder

in the shareholders’ register. Each transfer of shares is made by

a written declaration of transfer recorded in the shareholders’

the transferee or by their duly appointed agent. ArcelorMittal

may accept and enter into its shareholders’ register any transfer

based on an agreement between the transferor and the

transferee provided a true and complete copy of such

agreement is provided to ArcelorMittal.

The Articles of Association provide that shares may be held

through a securities settlement (clearing) system or a

professional depositary of securities. Shares held in this manner

have the same rights and obligations as the registered shares.

Shares held through a securities settlement system or a

professional depositary of securities may be transferred in

accordance with customary procedures for the transfer of

securities in book-entry form.

The ArcelorMittal ordinary shares may be held in registered form

on the Company’s register only. Registered shares are fully

fungible and may consist of:

a.ArcelorMittal Registry Shares, which are registered

directly on ArcelorMittal’s Luxembourg shareholder

b.shares traded on Euronext Amsterdam, Euronext Paris,

the regulated market of the Luxembourg Stock

Exchange and the Spanish Stock Exchanges, which

are held in Euroclear, or

c.shares traded on the NYSE (the "New York Registry

Shares"), which are registered (including in the name

of the nominee of Depository Trust Company) in a New

York Share Register kept on behalf of ArcelorMittal by

Citibank, N.A., its New York transfer agent.

Since March 2009, ArcelorMittal had used the services of BNP

Paribas Securities Services to assist it with certain

administrative tasks relating to the day-to-day administrative

management of the shareholders’ register. However, on March

29, 2021, the Company replaced BNP Paribas Securities

Services with ABN AMRO. The Company maintains a New York

shareholders' register with Citibank, N.A. (located at 388

Greenwich Street, New York, New York 10013) for its New York

Registry Shares that trade on the NYSE with underlying

positions held in Euroclear. As of December 31, 2022,

82,006,196 shares (or approximately 9.34% of ArcelorMittal's

total issued shares) were New York Registry Shares.

The law of April 6, 2013 concerning dematerialized securities

allows Luxembourg issuers to opt for the full dematerialization of

shares. The EGM of ArcelorMittal shareholders held on May 10,

2017 authorized and empowered the Board of Directors to give

effect to such dematerialization and to determine its effective

date, following which new shares in the Company may only be

issued in dematerialized form (the “Effective Date”). Notice of

the compulsory dematerialization will be given in accordance

with Article 6.9 (i) of the Articles of Association. As from the

Management report

255

Effective Date, shareholders would be required to hold their

shares in a securities account at a bank or other financial

intermediary, which would in turn hold the shares via an account

with a securities depository such as Clearstream or Euroclear.

Dematerialized securities would be solely represented by

account entries with the securities depositary and would

therefore exist only in electronic form. It would then no longer be

possible for shareholders to hold shares through a direct,

nominative registration in the Company’s register of

shareholders as is currently the case. As of December 31, 2022,

notice of the Effective Date has not been given.

Issuance of shares

The issuance of shares by ArcelorMittal requires either an

amendment of the Articles of Association approved by an EGM

or a decision of the Board of Directors that is within the limits of

the authorized share capital set out in the Articles of Association.

In the latter case, the Board of Directors may determine the

conditions for the issuance of shares, including the

consideration (cash or in kind) payable for such shares.

The EGM may not validly deliberate unless at least half of the

share capital is present or represented upon the first call. If the

quorum is not met, the meeting may be reconvened as

described in “General meeting of shareholders” below. The

second meeting will be held regardless of the proportion of

share capital represented. At both meetings, resolutions, in

order to be adopted, must be carried by at least two-thirds of the

votes cast.

Articles 5.1 and 5.2 of the Articles of Association of the

Company were amended to reflect the issued share capital

decrease described above in "Shareholders and markets–Share

capital". for the financial year ending on December 31, 2022.

Such amendments to the Articles of Association were filed with

the Luxembourg Register of Commerce and Companies on

February 7, 2022 and June 17, 2022, respectively.

Preemptive rights

Unless limited or canceled by the Board of Directors as

described below or by an EGM, holders of ArcelorMittal shares

have a pro rata preemptive right to subscribe for newly issued

shares, except for shares issued for consideration other than

cash (i.e., in kind).

The Articles of Association provide that preemptive rights may

be limited or canceled by the Board of Directors in the event of

an increase in the Company’s issued share capital until the date

being five years from the date of publication in the Luxembourg

legal gazette (Recueil électronique des sociétés et associations)

(“RESA”) of the relevant meeting minutes, which publication

occurred on June 17, 2020 with respect to the minutes of the

EGM held on June 13, 2020. This power of the Board of

Directors may from time to time be renewed by an EGM for

subsequent periods not to exceed five years each.

Repurchase of shares

ArcelorMittal is prohibited by Luxembourg law from subscribing

for its own shares. ArcelorMittal may, however, repurchase its

own shares or have another person repurchase shares on its

behalf, subject to certain conditions, including:

•a prior authorization of the general meeting of

shareholders setting out the terms and conditions of

the proposed repurchase, including the maximum

number of shares to be repurchased, the duration of

the period for which the authorization is given (which

may not exceed five years) and the minimum and

maximum consideration per share;

•the repurchase may not reduce the net assets of

ArcelorMittal on a non-consolidated basis to a level

below the aggregate of the issued share capital and

the reserves that ArcelorMittal must maintain pursuant

to Luxembourg law or its Articles of Association;

•only fully paid-up shares may be repurchased. At

December 31, 2022, all of ArcelorMittal’s issued

ordinary shares were fully paid-up; and

•the acquisition offer is made on the same terms and

conditions to all the shareholders who are in the same

position, it being noted however that listed companies

may repurchase their own shares on the stock

exchange without an acquisition offer having to be

made to the shareholders.

In addition, Luxembourg law allows the Board of Directors to

approve the repurchase of ArcelorMittal shares without the prior

approval of the general meeting of shareholders if necessary to

prevent serious and imminent harm to ArcelorMittal. In such a

case, the next general meeting of shareholders must be

informed by the Board of Directors of the reasons for and the

purpose of the acquisitions made, the number and nominal

values, or in the absence thereof, the accounting par value of

the shares acquired, the proportion of the issued share capital

that they represent, and the consideration paid for them.

The annual general meeting of shareholders held on May 4,

2022 (the “2022 AGM”) decided (a) to cancel with effect as of

the date of the 2022 AGM the authorization granted to the Board

of Directors by the general meeting of shareholders held on

June 8, 2021 with respect to the share buy-back program (the

"Authorization"), and (b) to authorize, effective immediately after

the 2022 AGM, the Board of Directors, with the option to

delegate to the corporate bodies of the other companies in the

ArcelorMittal group in accordance with the Luxembourg law of

August 10, 1915 on commercial companies, as amended (the

Management report

256

“Law”), to acquire and sell shares in the Company in

accordance with the Law and any other applicable laws and

regulations, including but not limited to entering into off-market

and over-the-counter transactions and to acquire shares in the

Company through derivative financial instruments.

Any acquisitions, disposals, exchanges, contributions or

transfers of shares by the Company or other companies in the

ArcelorMittal group must be in accordance with Regulation (EU)

No. 596/2014 of the European Parliament and of the Council of

April 16, 2014 on market abuse (the "MAR Regulation"),

Commission Delegated Regulation (EU) No. 2016/1052 of

March 8, 2016 with regard to regulatory technical standards for

the conditions applicable to buy-back programs and stabilization

measures and Luxembourg law of December 23, 2016 on

market abuse implementing the MAR Regulation.

Such transactions may be carried out at any time, including

during a tender offer period, subject to applicable laws and

regulations including Section 10(b) and Section 9(a)(2) of the

Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and Rule 10b-5 promulgated under the Exchange Act.

The Authorization is valid until the end of the annual general

meeting of shareholders to be held in 2023 (the "2023 AGM") or

until the date of its renewal by a resolution of the general

meeting of shareholders if such renewal date is prior to the

expiration of the 2023 AGM.

The maximum number of shares that may be acquired under the

Authorization may not in any event exceed 10% of the

Company’s issued share capital. The maximum number of own

shares that the Company may hold at any time directly or

indirectly may not have the effect of reducing its net assets

(“actif net”) below the amount mentioned in paragraphs 1 and 2

of Article 461-2 of the Law. The purchase price per share to be

paid shall not exceed 110% of the average of the final listing

prices of the 30 trading days preceding the three trading days

prior to each date of repurchase, and shall not be less than one

euro cent. The final listing prices are those on the Euronext

markets where the Company is listed or the Luxembourg Stock

Exchange, depending on the market on which the purchases

are made. For off-market transactions, the maximum purchase

price shall be 110% of the reference price on the Euronext

markets where the Company is listed. The reference price will

be deemed to be the average of the final listing prices per share

on these markets during 30 consecutive days on which these

markets are open for trading preceding the three trading days

prior to the date of purchase. In the event of a share capital

increase by incorporation of reserves or issue premiums and the

free allotment of shares as well as in the event of the division or

regrouping of the shares, the purchase price indicated above

shall be adjusted by a multiplying coefficient equal to the ratio

between the number of shares comprising the issued share

capital prior to the transaction and such number following the

transaction. The total amount allocated for the Company’s share

repurchase program may not in any event exceed the amount of

the Company’s then available equity.

Capital reduction

The Articles of Association provide that the issued share capital

of ArcelorMittal may be reduced subject to the approval of at

least two-thirds of the votes cast at an extraordinary general

meeting of shareholders where, at first call, at least 50% of the

issued share capital is required to be represented, with no

quorum being required at a reconvened meeting.

The extraordinary general meeting of shareholders held on May

4, 2022 decided to authorize the Board of Directors, for a period

of three years (i) to cancel all the shares repurchased by the

Company under its share buyback programs up to a maximum

of 120 million shares and to consequently reduce the issued

share capital of the Company and the authorized share capital

of the Company by an amount corresponding to the product of

the number of treasury shares cancelled multiplied by thirty-six

US dollar cents (USD 0.36), being the par value of the shares in

the Company - and (ii) to consequentially amend articles 5.1

and 5.2 of the articles of association of the Company to reflect

the above cancellations and reductions of the issued and

authorized share capital of the Company, (iii) to reduce or

cancel the relevant reserves constituted under applicable law in

relation thereto and (iv) to instruct and delegate power to and

authorize the Board of Directors or its delegate(s) to implement

the cancellation of the number of treasury shares determined by

the Board of Directors and the corresponding reduction of share

capital and related matters in one or more installments as

deemed fit by the Board of Directors, to cause the share capital

reductions and cancellations of the treasury shares and the

consequential amendment of the Articles to be recorded by way

of one or more notarial deeds, and generally to take any steps,

actions or formalities as appropriate or useful to implement this

decision of the extraordinary general meeting.

Please refer to the section on “Shareholder and markets - Share

capital” for the details on the latest share capital reductions.

General meeting of shareholders

The shareholders’ rights law of May 24, 2011, which transposes

into Luxembourg law Directive 2007/36/EC of the European

Parliament and of the Council of July 11, 2007 (on the exercise

of certain rights of shareholders in listed companies) of July 14,

2007 came into force on July 1, 2011 was amended by the law

of August 1, 2019 which entered into force on August 1, 2019

amending the law of May 24, 2011 on the exercise of certain

rights of shareholders and transposing Directive (EU) 2017/828

of the European Parliament and of the Council of 17 May 2017

(the “Shareholders' Rights Law”) and includes provisions

Management report

257

relating to general meetings of shareholders, as discussed

below.

General meetings of shareholders are convened by the

publication of a notice at least 30 days before the meeting date

in a Luxembourg newspaper, via the online platform called

Recueil électronique des sociétés et associations (“RESA”), and

by way of press release sent to the major news agencies.

Ordinary general meetings are not subject to any minimum

shareholder participation level. Extraordinary general meetings,

however, are subject to a minimum quorum of 50% of the share

capital. In the event the 50% quorum is not met upon the first

call, the meeting may be reconvened by way of convening

notice published in the same manner as the first notice, at least

17 days before the meeting date. No quorum is required upon

the second call.

Shareholders whose share ownership is directly registered in

the shareholders’ register of the Company must receive the

convening notice by regular mail, unless they have accepted to

receive it through other means (i.e., electronically). In addition,

all materials relating to a general meeting of shareholders must

be made available on the website of ArcelorMittal from the first

date of publication of the convening notice.

The Shareholders’ Rights Law abolished the blocking period

and introduced the record date system into Luxembourg law. As

set out in the Articles of Association, the record date applicable

to ArcelorMittal is the 14th day at midnight before the general

meeting date. Only the votes of shareholders who are

shareholders of the Company on the record date will be taken

into account, regardless of whether they remain shareholders on

the general meeting date. Shareholders who intend to

participate in the general meeting must notify the Company at

the latest on the date indicated in the convening notice of their

intention to participate (by proxy or in person).

Ordinary general meetings of shareholders. At an ordinary

general meeting of shareholders there is no quorum

requirement and resolutions are adopted by a simple majority,

irrespective of the number of shares represented. Ordinary

general meetings deliberate on any matter that does not require

the convening of an extraordinary general meeting.

Based on an amendment voted by the extraordinary general

meeting of shareholders on May 10, 2017, the Articles of

Association provide that the annual general meeting of

shareholders is held each year within six months from the end of

the previous financial year at the Company’s registered office or

at any other place in the Grand Duchy of Luxembourg as

determined by the Board of Directors and indicated in the

convening notice.

Extraordinary general meetings of shareholders. An

extraordinary general meeting must be convened to deliberate

on the following types of matters:

•an increase or decrease of the authorized or issued

share capital,

•a limitation or exclusion of existing shareholders’

preemptive rights,

•the acquisition by any person of 25% or more of the

issued share capital of ArcelorMittal,

•approving a merger or similar transaction such as a

spin-off, and

•any transaction or matter requiring an amendment of

the Articles of Association.

The extraordinary general meeting must reach a quorum of

shares present or represented at the meeting of 50% of the

share capital in order to validly deliberate. If this quorum is not

reached, the meeting may be reconvened and the second

meeting will not be subject to any quorum requirement. In order

to be adopted by the extraordinary general meeting (on the first

or the second call), any resolution submitted must be approved

by at least two-thirds of the votes cast except for certain limited

matters where the Articles of Association require a higher

majority (see “—Amendment of the Articles of Association”).

Votes cast do not include votes attaching to shares with respect

to which the shareholder has not taken part in the vote, has

abstained or has returned a blank or invalid vote.

In addition, Luxembourg law requires the Board of Directors to

convene a general meeting of shareholders if shareholders

representing in the aggregate 10% of the issued share capital

so require in writing with an indication of the requested agenda.

In this case, the general meeting of shareholders must be held

within one month of the request. If the requested general

meeting of shareholders is not so convened, the relevant

shareholder or group of shareholders may petition the

competent court in Luxembourg to have a court appointee

convene the general meeting.

Shareholder participation at general meetings

The Board of Directors may decide to arrange for shareholders

to be able to participate in the general meeting by electronic

means by way, among others, of (i) real-time transmission to

the public of the general meeting, (ii) two-way communication

enabling shareholders to address the general meeting from a

remote location, or (iii) a mechanism allowing duly identified

shareholders to cast their votes before or during the general

meeting without the need for them to appoint a proxyholder who

would be physically present at the meeting.

Management report

258

A shareholder may act at any general meeting of shareholders

by appointing another person (who need not be a shareholder)

as his or her attorney by means of a written proxy using the form

made available on the website of the Company. The completed

and signed proxy must be sent to the Company in accordance

with the instructions set out in the convening notice.

The Board of Directors may also decide to allow shareholders to

vote by correspondence by means of a form providing for a

positive or negative vote or an abstention on each agenda item.

The conditions for voting by correspondence are set out in the

Articles of Association and in the convening notice.

Shareholders representing in the aggregate 5% of the issued

share capital may also request that additional items be added to

the agenda of a general meeting and may draft alternative

resolutions to be submitted to the general meeting regarding

existing agenda items. The request must be made in writing and

sent either to the electronic address or to the Company’s postal

address set out in the convening notice.

The Shareholders’ Rights Law provides that a company’s

articles of association may allow shareholders to ask questions

prior to the general meeting which will be answered by

management during the general meeting’s questions and

answers session prior to the vote on the agenda items. Although

the Articles of Association do not specifically address this point,

shareholders may ask questions in writing ahead of a general

meeting, which are taken into account in preparing the general

meeting’s questions and answers session. With regard to the

May 4, 2022 general meetings, shareholders were expressly

encouraged to send questions and comments to the Company

in advance by writing to a dedicated e-mail address indicated in

the convening notice and were also provided the opportunity for

a virtual Q&A session.

Given the COVID-19 pandemic outbreak and related limitation

on travel and large gatherings, the Board of Directors decided to

hold the May 4, 2022 general meetings without a physical

presence, as permitted by Luxembourg law at that time. In view

thereof, arrangements were made to provide the shareholders

the opportunity to vote electronically, and by proxy voting as set

out in the convening notice.

Identification of shareholders

Pursuant to the Shareholders’ Rights Law, listed companies now

have the ability to identify their shareholders and ultimately

improve communication between them and their shareholders.

Intermediaries, including those in third countries, are required to

provide the Company with information to enable the

identification of shareholders. Intermediaries in-scope of the

Shareholders' Rights Law are investment firms, credit

institutions and central securities depositories which provide

share safekeeping or administration of securities accounts or

maintenance services to shareholders or other persons. Third

country in-scope intermediaries are those which provide these

services to shareholders or other intermediaries with respect to

shares in the Company and are located outside of the European

Union.

Voting and information rights

There are no restrictions on the rights of Luxembourg or non-

Luxembourg residents to vote ArcelorMittal shares. Each share

entitles the shareholder to attend a general meeting of

shareholders in person or by proxy, to address the general

meeting of shareholders and to vote. Each share entitles the

holder to one vote at the general meeting of shareholders.

There is no minimum shareholding (beyond owning a single

share or representing the owner of a single share) required to

be able to attend or vote at a general meeting of shareholders.

The voting and information rights of ArcelorMittal’s shareholders

have been further expanded since the entry into force of the

Shareholders’ Rights Law.

Election and removal of directors

Members of the Board of Directors are elected by simple

majority of the represented shareholders at an ordinary general

meeting of shareholders. Directors are elected for a period

ending on a date determined at the time of their appointment.

The directors of ArcelorMittal are elected for three-year terms in

staggered intervals. Any director may be removed with or

without cause by a simple majority vote at any general meeting

of shareholders.

(a) a director’s power to vote on a proposal, arrangement or

contract in which the director is materially interested;

If a Director has directly or indirectly a financial interest in a

transaction that is submitted to the Board of Directors for

approval and this interest conflicts with that of ArcelorMittal

(other than transactions which are ordinary business operations

and are entered into under normal conditions), the Director must

advise the Board of Directors of the existence and nature of the

conflict and cause a record of his/her statement to be included

in the minutes of the meeting. In addition, the Director may not

take part in the discussions on and may not vote on the relevant

transaction and he or she shall not be counted for the purposes

of whether the quorum is present, in which case the Board of

Directors may validly deliberate if at least the majority of the

non-conflicted directors are present or represented. At the next

following general meeting of shareholders of ArcelorMittal,

before any other resolution is put to a vote, a special report will

be made by the Board of Directors to the shareholders’ meeting

on any such transaction.

If a material transaction with a related party involves a Director,

that Director may not participate in the approval of such

transaction.

Management report

259

(b) the directors’ power, in the absence of an independent

quorum, to vote compensation to themselves or any members of

their body;

The remuneration of the Directors is determined each year by

the annual general meeting of shareholders subject to Article 17

of the Articles of Association. The annual shareholders meeting

of the Company decides on the directors’ remuneration. The

Executive Chairman is not remunerated for his membership on

the Board of Directors. The remuneration of the Executive

Chairman is determined by the Board’s ARCG Committee,

which consists solely of independent directors. For more

information, see “Management and employees—

Compensation”.

Pursuant to the Shareholders’ Rights Law, the shareholders

must be informed in detail of the remuneration of the members

of the Company's Board of Directors and its CEO and the

company's remuneration policy. Companies must prepare a

management remuneration policy describing all components,

criteria, methods and modalities applied to determine the fixed

and variable remuneration of such persons. Such remuneration

policy must contribute to the Company' business strategy and

long-term interests. It must be resubmitted to an advisory vote at

the general meeting of shareholders for approval each time

there is a significant change thereto and at least every four

years. In addition, companies must prepare a remuneration

report for the annual general meeting on the remuneration and

benefits granted to directors, and such remuneration report is

required to be submitted for an advisory vote at the general

meeting of shareholders each year.

borrowing powers can be varied;

Any transaction between ArcelorMittal or a subsidiary of

ArcelorMittal and a Director (or an affiliate of a Director) must be

conducted on arm’s length terms and, if material, must obtain

the approval of the Independent Directors.

(d) retirement or non-retirement of directors under an age limit

requirement

There is no retirement or non-retirement of directors under an

age limit requirement. However, on October 30, 2012, the Board

of Directors adopted a policy that places limitations on the terms

of independent directors as well as the number of directorships

Directors may hold in order to align the Company’s corporate

governance practices with best practices in this area. The policy

provides that an independent director may not serve on the

Board of Directors for more than 12 consecutive years, although

the Board of Directors may, by way of exception to this rule,

make an affirmative determination, on a case-by-case basis,

that he or she may continue to serve beyond the 12 years rule if

the Board of Directors considers it to be in the best interest of

the Company based on the contribution of the Director involved

and the balance between the knowledge, skills, experience and

need for renewal of the Board.

(e) number of shares, if any, required for director’s qualification.

Article 8.2 of the Articles of Association states that the members

of the Board of Directors do not have to be shareholders in the

Company. However, the Board of Directors introduced on

October 30, 2012 (as amended on November 7, 2017) a policy

that requires members of the Board of Directors to hold 4,000

shares in the Company (6,000 for the Lead Independent

Director). For more information, see “Management and

employees—Corporate governance—Specific characteristics of

the director role”.

ArcelorMittal’s Articles of Association provide that the Significant

Shareholder is entitled to nominate a number of candidates for

election by the shareholders to the Board of Directors in

proportion to its shareholding. The Significant Shareholder has

not exercised this right to date.

Amendment of the Articles of Association

Any amendments to the Articles of Association must be

approved by an extraordinary general meeting of shareholders

held in the presence of a Luxembourg notary, followed by the

publications required by Luxembourg law.

In order to be adopted, amendments of the Articles of

Association relating to the size and the requisite minimum

number of independent and non-executive directors of the

Board of Directors, the composition of the Audit & Risk

Committee, and the nomination rights to the Board of Directors

of the Significant Shareholder require a majority of votes

representing two-thirds of the voting rights attached to the

shares in ArcelorMittal. The same majority rule would apply to

amendments of the provisions of the Articles of Association that

set out the foregoing rule.

Annual accounts

Each year before submission to the annual ordinary general

meeting of shareholders, the Board of Directors approves the

stand-alone audited annual accounts for ArcelorMittal, the

parent company of the ArcelorMittal group as well as the

consolidated annual accounts of the ArcelorMittal group, each of

which are prepared in accordance with IFRS. The Board of

Directors also approves the management reports on each of the

stand-alone audited annual accounts and the consolidated

annual accounts, and in respect of each of these sets of

accounts a report must be issued by the independent auditors.

The stand-alone audited annual accounts, the consolidated

annual accounts, the management reports and the auditor’s

reports will be available on request from the Company and on

the Company’s website from the date of publication of the

Management report

260

convening notice for the annual ordinary general meeting of

shareholders.

The stand-alone audited annual accounts and the consolidated

annual accounts, after their approval by the annual ordinary

general meeting of shareholders, are filed with the Luxembourg

Dividends

Except for shares held in treasury by the Company, each

ArcelorMittal share is entitled to participate equally in dividends

if and when declared out of funds legally available for such

purposes. The Articles of Association provide that the annual

ordinary general meeting of shareholders may declare a

dividend and that the Board of Directors may declare interim

dividends within the limits set by Luxembourg law.

Declared and unpaid dividends held by ArcelorMittal for the

account of its shareholders do not bear interest. Under

Luxembourg law, claims for dividends lapse in favor of

ArcelorMittal five years after the date on which the dividends

have been declared.

Merger and division

A merger whereby the Luxembourg company being acquired

transfers to an existing or newly incorporated Luxembourg

company all of its assets and liabilities in exchange for the

issuance to the shareholders of the company being acquired of

shares in the acquiring company, and a division whereby a

company (the company being divided) transfers all its assets

and liabilities to two or more existing or newly incorporated

companies in exchange for the issuance of shares in the

beneficiary companies to the shareholders of the company

being divided or to such company, and certain similar

restructurings must be approved by an extraordinary general

meeting of shareholders of the relevant companies held in the

presence of a notary. These transactions require the approval of

at least two-thirds of the votes cast at a general meeting of

shareholders of each of the companies where at least 50% of

the share capital is represented upon first call, with no such

quorum being required at a reconvened meeting.

Liquidation

In the event of the liquidation, dissolution or winding-up of

ArcelorMittal, the assets remaining after allowing for the

payment of all liabilities will be paid out to the shareholders pro

rata to their respective shareholdings. The decision to liquidate,

dissolve or wind-up the Company requires the approval of at

least two-thirds of the votes cast at a general meeting of

shareholders where at first call at least 50% of the share capital

is represented, with no quorum being required at a reconvened

meeting. Irrespective of whether the liquidation is subject to a

vote at the first or a subsequent extraordinary general meeting

of shareholders, it requires the approval of at least two-thirds of

the votes cast at the extraordinary general meeting of

shareholders.

Mandatory bid—squeeze-out right—sell-out right

Mandatory bid. The Luxembourg law of May 19, 2006

implementing Directive 2004/25/EC of the European Parliament

and the Council of April 21, 2004 on takeover bids, as amended

from time to time (the “Takeover Law”), provides that, if a person

acting alone or in concert acquires securities of ArcelorMittal

which, when added to any existing holdings of ArcelorMittal

securities, give such person voting rights representing at least

one third of all of the voting rights attached to the issued shares

in ArcelorMittal, this person is obliged to make an offer for the

remaining shares in ArcelorMittal. In a mandatory bid situation

the “fair price” is in principle considered to be the highest price

paid by the offeror or a person acting in concert with the offeror

for the securities during the 12–month period preceding the

mandatory bid.

ArcelorMittal’s Articles of Association provide that any person

who acquires shares giving them 25% or more of the total voting

rights of ArcelorMittal must make or cause to be made, in each

country where ArcelorMittal’s securities are admitted to trading

on a regulated or other market and in each of the countries in

which ArcelorMittal has made a public offering of its shares, an

unconditional public offer of acquisition for cash to all

shareholders for all of their shares and also to all holders of

securities giving access to capital or linked to capital or whose

rights are dependent on the profits of ArcelorMittal. The price

offered must be fair and equitable and must be based on a

report drawn up by a leading international financial institution

nominated by the Company.

Squeeze-out right. The Takeover Law provides that, when an

offer (mandatory or voluntary) is made to all of the holders of

voting securities of ArcelorMittal and if after such offer the

offeror holds at least 95% of the securities carrying voting rights

and 95% of the voting rights, the offeror may require the holders

of the remaining securities to sell those securities (of the same

class) to the offeror. The price offered for such securities must

be a fair price. The price offered in a voluntary offer would be

presumed a fair price in the squeeze-out proceedings if the

offeror acquired at least 90% of the ArcelorMittal shares carrying

voting rights that were the subject of the offer. The price paid in

a mandatory offer is presumed a fair price. The consideration

paid in the squeeze-out proceedings must take the same form

as the consideration offered in the offer or consist solely of cash.

Moreover, an all-cash option must be offered to the remaining

ArcelorMittal shareholders. Finally, the right to initiate squeeze-

out proceedings must be exercised within three months

following the expiration of the offer.

Sell-out right. The Takeover Law provides that, when an offer

(mandatory or voluntary) is made to all of the holders of voting

securities of ArcelorMittal and if after such offer the offeror holds

Management report

261

securities carrying more than 90% of the voting rights, the

remaining security holders may require that the offeror purchase

the remaining securities of the same class. The price offered in

a voluntary offer would be presumed “fair” in the sell-out

proceedings if the offeror acquired at least 90% of the

ArcelorMittal shares carrying voting rights and which were the

subject of the offer. The price paid in a mandatory offer is

presumed to be a fair price. The consideration paid in the sell-

out proceedings must take the form of cash or liquid securities.

Moreover, an all-cash option must be offered to the remaining

ArcelorMittal shareholders. Finally, the right to initiate sell-out

proceedings must be exercised within three months following

the expiration of the offer.

Disclosure of significant ownership in ArcelorMittal shares

Holders of ArcelorMittal shares and derivatives or other financial

instruments linked to ArcelorMittal shares may be subject to the

notification obligations of the Luxembourg law of January 11,

2008, as last amended by the law dated February 27, 2018, on

transparency requirements regarding information about issuers

whose securities are admitted to trading on a regulated market

(the “Transparency Law”). The following description summarizes

these obligations. ArcelorMittal shareholders are advised to

consult with their own legal advisers to determine whether the

notification obligations apply to them.

The Transparency Law provides that, if a person acquires or

disposes of a shareholding in ArcelorMittal, and if following the

acquisition or disposal the proportion of voting rights held by the

person reaches, exceeds or falls below one of the thresholds of

5%, 10%, 15%, 20%, 25%, one-third, 50% or two-thirds of the

total voting rights existing when the situation giving rise to a

declaration occurs, the relevant person must simultaneously

notify ArcelorMittal and the CSSF (the Luxembourg securities

regulator) of the proportion of voting rights held by it further to

such event within four Luxembourg Stock Exchange trading

days of the day of execution of the transaction triggering the

threshold crossing.

A person must also notify ArcelorMittal of the proportion of his or

her voting rights if that proportion reaches, exceeds or falls

below the above-mentioned thresholds as a result of events

changing the breakdown of voting rights.

The above notification obligations also apply to persons who

directly or indirectly hold financial instruments linked to

ArcelorMittal shares. Pursuant to article 12 a. of the

Transparency Law, persons who hold ArcelorMittal shares and

financial instruments linked to ArcelorMittal shares must

aggregate their holding.

ArcelorMittal’s Articles of Association also provide that the above

disclosure obligations also apply to:

•any acquisition or disposal of shares resulting in the

threshold of 2.5% of voting rights in ArcelorMittal being

crossed upwards or downwards,

•any acquisition or disposal of shares resulting in the

threshold of 3.0% of voting rights in ArcelorMittal being

crossed upwards or downwards, and

•with respect to any shareholder holding at least 3.0%

of the voting rights in ArcelorMittal, to any acquisition or

disposal of shares resulting in successive thresholds of

1.0% of voting rights being crossed upwards or

downwards.

Pursuant to the Articles of Association, any person who acquires

shares giving him or her 5% or more or a multiple of 5% or more

of the voting rights must inform ArcelorMittal within 10

Luxembourg Stock Exchange trading days following the date on

which the threshold was crossed by registered letter with return

receipt requested as to whether he or she intends to acquire or

dispose of shares in ArcelorMittal within the next 12 months or

intends to seek to obtain control over ArcelorMittal or to appoint

a member to ArcelorMittal’s Board of Directors.

The sanction of suspension of voting rights automatically

applies, subject to limited exceptions set out in the

Transparency Law to any shareholder (or group of

shareholders) who has (or have) crossed the thresholds set out

in article 7 of the Articles of Association and articles 8 to 15 of

the Transparency Law but have not notified the Company

accordingly. The sanction of suspension of voting rights will

apply until such time as the notification has been properly made

by the relevant shareholder(s).

For the purposes of calculating the percentage of a

shareholder’s voting rights in ArcelorMittal, the following are

taken into account:

•voting rights held by a third party with whom that

person or entity has concluded an agreement and

which obliges them to adopt, by concerted exercise of

the voting rights they hold, a lasting common policy

towards ArcelorMittal;

•voting rights held by a third party under an agreement

concluded with that person or entity providing for the

temporary transfer for consideration of the voting rights

in question;

•voting rights attaching to shares pledged as collateral

with that person or entity, provided the person or entity

controls the voting rights and declares its intention to

exercise them;

Management report

262

•voting rights attaching to shares in which a person or

entity holds a life interest;

•voting rights which are held or may be exercised within

the meaning of the four foregoing points by an

undertaking controlled by that person or entity;

•voting rights attaching to shares deposited with that

person or entity which the person or entity may

exercise at its discretion in the absence of specific

instructions from the shareholders;

•voting rights held by a third party in its own name on

behalf of that person or entity; and

•voting rights which that person or entity may exercise

as a proxy where the person or entity may exercise the

voting rights in its sole discretion.

In addition, the Articles of Association provide that, for the

purposes of calculating a person’s voting rights in ArcelorMittal,

the voting rights attached to shares underlying any other

financial instruments owned by that person (such as convertible

notes) must be taken into account for purposes of the

calculation described above.

Disclosure of insider dealing transactions

Members of the Board of Directors and the members of the

Executive Office, Executive Officers and other executives

fulfilling senior management responsibilities within ArcelorMittal

and falling with the definition of “Persons Discharging Senior

Managerial Responsibilities” set out below and persons closely

associated with them must disclose to the CSSF and to

ArcelorMittal all transactions relating to shares or debt

instruments of ArcelorMittal or derivatives or other financial

instruments linked to any shares or debt instruments of

ArcelorMittal (together the “Financial Instruments”) conducted by

them or for their account.

Such notifications shall be made promptly and not later than

three business days after the date of the transaction.

“Persons Discharging Senior Managerial Responsibilities” within

ArcelorMittal are the members of the Board of Directors, and the

Executive Office, the Executive Officers, and other executives

occupying a high level management position with regular access

to non-public material information relating, directly or indirectly,

to ArcelorMittal and have the authority to make management

decisions about the future development of the Company and its

business strategy (see “Management and employees—

Directors and senior management" for a description of senior

management). Persons closely associated with them include

their respective family members.

Both information on trading in Financial Instruments by “Persons

Discharging Senior Managerial Responsibilities” and

ArcelorMittal’s Insider Dealing Regulations are available on

www.arcelormittal.com under “Investors—Corporate

Governance—Share Transactions by Management”. For more

information, see “Management and employees—Directors and

senior management”.

In 2022, ten notifications were received by ArcelorMittal from

such persons and filed with the CSSF.

Related Party Transactions

The Shareholders’ Rights Law provides that a company is now

required to publicly disclose material transactions (excluding

"transactions taking place as part of the company's ordinary

activity and concluded under normal market conditions") with

related parties no later than at the time of conclusion of the

transaction. The same requirement applies to material

transactions concluded between related parties of a company

and subsidiaries of such company. The Board of Directors

must approve material transactions of the Company with related

parties. A transaction with a related party is material if (i) its

publication and divulgation may have a significant impact on the

economic decisions of shareholders and (ii) it may create a risk

for the company and its shareholders which are not related

parties, including minority shareholders. In the determination of

whether a transaction is material both the nature of the

transaction and the position of the related party must be taken

into account.

Publication of regulated information

Since January 2009, disclosure to the public of “regulated

information” (within the meaning of the Luxembourg

Transparency Law) concerning ArcelorMittal has been made by

publishing the information through the centralized regulated

information filing and storage system managed by the

Luxembourg Stock Exchange and accessible in English and

French on www.bourse.lu, in addition to the publication by

ArcelorMittal of the information by way of press release. All

news and press releases issued by the Company are available

on www.arcelormittal.com in the “News and Media” section.

Limitation of directors’ liability/indemnification of Directors and

the members of the Executive Office

The Articles of Association provide that ArcelorMittal will, to the

broadest extent permitted by Luxembourg law, indemnify every

director and member of the Executive Office as well as every

former director or member of the Executive Office for fees, costs

and expenses reasonably incurred in the defense or resolution

(including a settlement) of all legal actions or proceedings,

whether civil, criminal or administrative, he or she has been

involved in his or her role as former or current director or

member of the Executive Office.

Management report

263

The right to indemnification does not exist in the case of gross

negligence, fraud, fraudulent inducement, dishonesty or for a

criminal offense, or if it is ultimately determined that the director

or members of the Executive Office has not acted honestly, in

good faith and with the reasonable belief that he or she was

acting in the best interests of ArcelorMittal.

The Company also maintains liability insurance for its directors

and officers, including insurance against liabilities arising under

the U.S. Securities Act of 1933, as amended, and the U.S.

Securities Exchange Act of 1934, as amended.

Material contracts

The following are material contracts, not entered into in the

ordinary course of business, to which ArcelorMittal has been a

party during the past two years.

ArcelorMittal Equity Incentive Plan, Performance Share Unit

Plan and Special Grant

For a description of such plans, please refer to “Management

and employees—Compensation.”

Memorandum of Understanding

Mr. Lakshmi Mittal, Mrs. Usha Mittal, Lumen Investments S.à r.l.,

Nuavam Investments S.à r.l. (together, the “MoU Group”) and

the Company are parties to a Memorandum of Understanding

(“MoU”), dated June 25, 2006, to combine Mittal Steel and

Arcelor in order to create the world’s leading steel company.

(Lumen Investments S.à r.l. and Nuavam Investments S.à r.l.

became parties following the assumption of the obligations of

original parties to the MoU that have since ceased to hold

Company shares). In April 2008, the Board of Directors

approved resolutions amending certain provisions of the MoU in

order to adapt it to the Company’s needs in the post-merger and

post-integration phase, as described under “Management and

employees—Corporate governance—Operation—Lead

Independent Director”.

On the basis of the MoU, Arcelor’s Board of Directors

recommended Mittal Steel’s offer for Arcelor, and the parties to

the MoU agreed to certain corporate governance and other

matters relating to the combined ArcelorMittal group. Certain

provisions of the MoU relating to corporate governance were

incorporated into the Articles of Association of ArcelorMittal at

the extraordinary general meeting of the shareholders on

November 5, 2007.

Certain additional provisions of the MoU expired effective

August 1, 2009 and on August 1, 2011. ArcelorMittal’s corporate

governance rules will continue to reflect, subject to those

provisions of the MoU that have been incorporated into the

Articles of Association, the best standards of corporate

governance for comparable companies and to conform with the

corporate governance aspects of the NYSE listing standards

applicable to non-U.S. companies and Ten Principles of

Corporate Governance of the Luxembourg Stock Exchange.

The following summarizes the main provisions of the MoU that

remain in effect or were in effect in 2022.

Standstill

The MoU Group agreed not to acquire, directly or indirectly,

ownership or control of an amount of shares in the capital stock

of the Company exceeding the percentage of shares in the

Company that it will own or control following completion of the

Offer (as defined in the MoU) for Arcelor and any subsequent

offer or compulsory buy-out, except with the prior written

consent of a majority of the independent directors on the

Company’s Board of Directors. Any shares acquired in violation

of this restriction will be deprived of voting rights and shall be

promptly sold by the MoU Group. Notwithstanding the above, if

(and whenever) the MoU Group holds, directly and indirectly,

less than 45% of the then-issued Company shares, the MoU

Group may purchase (in the open market or otherwise)

Company shares up to such 45% limit. In addition, the MoU

Group is also permitted to own and vote shares in excess of the

threshold mentioned in the immediately preceding paragraph or

the 45% limit mentioned above, if such ownership results from

(1) subscription for shares or rights in proportion to its existing

shareholding in the Company where other shareholders have

not exercised the entirety of their rights or (2) any passive

crossing of this threshold resulting from a reduction of the

number of Company shares (e.g., through self-tender offers or

share buy-backs) if, in respect of (2) only, the decisions to

implement such measures were taken at a shareholders’

meeting in which the MoU Group did not vote or by the

Company’s Board of Directors with a majority of independent

directors voting in favor.

Once the MoU Group exceeds the threshold mentioned in the

first paragraph of this “Standstill” subsection or the 45% limit, as

the case may be, as a consequence of any corporate event set

forth in (1) or (2) above, it shall not be permitted to increase the

percentage of shares it owns or controls in any way except as a

result of subsequent occurrences of the corporate events

described in (1) or (2) above, or with the prior written consent of

a majority of the independent directors on the Company’s Board

of Directors.

If subsequently the MoU Group sells down below the threshold

mentioned in the first paragraph of this “Standstill” subsection or

the 45% limit, as the case may be, it shall not be permitted to

exceed the threshold mentioned in the first paragraph of this

“Standstill” subsection or the 45% limit, as the case may be,

other than as a result of any corporate event set out in (1) or

(2) above or with the prior written consent of a majority of the

independent directors.

Management report

264

Finally, the MoU Group is permitted to own and vote shares in

excess of the threshold mentioned in the first paragraph of this

“Standstill” subsection or the 45% limit mentioned above if it

acquires the excess shares in the context of a takeover bid by a

third party and (1) a majority of the independent directors of the

Company’s Board of Directors consents in writing to such

acquisition by the MoU Group or (2) the MoU Group acquires

such shares in an offer for all of the shares of the Company.

Non-compete

For so long as the MoU Group holds and controls at least 15%

of the outstanding shares of the Company or has

representatives on the Company’s Board of Directors or

Executive Office, the MoU Group and its affiliates will not be

permitted to invest in, or carry on, any business competing with

the Company, except for PT ISPAT Indo.

Exchange controls and other limitations affecting security

holders

There are no legislative or other legal provisions currently in

force in Luxembourg or arising under ArcelorMittal’s Articles of

Association that restrict the payment of dividends to holders of

ArcelorMittal shares not resident in Luxembourg, except for

regulations restricting the remittance of dividends and other

payments in compliance with United Nations and EU sanctions.

There are no limitations, either under the laws of Luxembourg or

in the Articles of Association, on the right of non-Luxembourg

nationals to hold or vote ArcelorMittal shares.

Luxembourg takeover law disclosure

The following disclosure is provided based on article 11 of the

Luxembourg law of May 19, 2006 transposing Directive

2004/25/EC of the European Parliament and the Council of

April 21, 2004 on takeover bids (the “Takeover Law”). The

Articles of Association are available on www.arcelormittal.com,

under Investors, Corporate Governance, Current Articles of

Association.

With regard to articles 11(1)(a) and (c) of the Takeover Law, the

Company has issued a single category of shares (ordinary

shares), and the Company’s shareholding structure showing

each shareholder owning 5% or more of the Company’s share

capital is available elsewhere in this report and on

www.arcelormittal.com under Investors, Corporate Governance,

Shareholding Structure, where the shareholding structure chart

is updated monthly.

With regard to article 11(1)(b) of the Takeover Law, the ordinary

shares issued by the Company are listed on various stock

exchanges including NYSE and are freely transferable.

With regard to article 11(1)(d) of the Takeover Law, each

ordinary share of the Company gives right to one vote, as set

out in article 13.6 of the Articles of Association, and there are no

special control rights attaching to the shares. Article 8 of the

Articles of Association provides that the Mittal Shareholder (Mr

Lakshmi N. Mittal, Mrs Usha Mittal or any of their heirs or

successors acting directly or indirectly and/or the trust or trusts

of which Mr. Lakshmi N. Mittal, Mrs. Usha Mittal and/or their

heirs or successors are the beneficiaries, hold or control

ArcelorMittal shares or any other entity controlled, directly or

indirectly, by either of them) may, at its discretion, exercise the

right of proportional representation and nominate candidates for

appointment to the Board of Directors (defined as “Mittal

Shareholder Nominees”). The Mittal Shareholder has not, to

date, exercised that right.

Articles 11(1)(e) and (f) of the Takeover Law are not applicable

to the Company. However, the sanction of suspension of voting

rights automatically applies, subject to limited exceptions set out

in the Transparency Law (as defined above), to any shareholder

(or group of shareholders) who has (or have) crossed the

thresholds set out in article 7 of the Articles of Association and

articles 8 to 15 of the Transparency Law but have not notified

the Company accordingly. The sanction of suspension of voting

rights will apply until such time as the notification has been

properly made by the relevant shareholder(s).

Article 11(1)(g) of the Takeover Law is not applicable to the

Company.

With regard to article 11(1)(h) of the Takeover Law, the Articles

of Association provide that the directors are elected at the

annual general meeting of shareholders for a term that may not

exceed three years, and may be re-elected. The rules governing

amendments to the Articles of Association are described

elsewhere in this report and are set out in article 19 of the

Articles of Association.

With regard to article 11(1)(i) of the Takeover Law, in the 2022

AGM the Board of Directors were granted a new share buy-back

authorization whereby the Board of Directors may authorize the

acquisition or sale of Company shares including, but not limited

to, entering into off-market and over-the-counter transactions

and the acquisition of shares through derivative financial

instruments. Any acquisitions, disposals, exchanges,

contributions or transfers of shares by the Company or other

companies in the ArcelorMittal group must be in accordance

with the Luxembourg law of December 23, 2016 on market

abuse, Regulation (EU) No. 596/2014 of the European

Parliament and of the Council of April 16, 2014 on market abuse

and Commission Delegated Regulation (EU) No. 2016/1052 of

March 8, 2016 with regard to regulatory technical standards for

the conditions applicable to buy-back programs and stabilization

measures and may be carried out by all means, on or off-

market, including by a public offer to buy-back shares, or by the

use of derivatives or option strategies. The fraction of the capital

acquired or transferred in the form of a block of shares may

Management report

265

amount to the entire program. Such transactions may be carried

out at any time, including during a tender offer period, in

accordance with applicable laws and regulations, including

Section 10(b) and Section 9(a)(2) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5

promulgated under the Exchange Act. The authorization is valid

until the 2023 AGM, or until the date of its renewal by a

resolution of the general meeting of shareholders if such

renewal date is prior to the 2023 AGM. Details relating to the

repurchase of shares, as approved by the 2022 AGM can be

found under "—Memorandum and Articles of Association -

Repurchase of shares".

Articles 11(1)(j) and (k) of the Takeover Law are not applicable

to the Company.

Taxation

United States taxation

The following discussion is a summary of the material U.S.

federal income tax consequences that are likely to be relevant to

U.S. Holders (as defined below) in respect of the ownership and

disposition of ArcelorMittal common shares (hereinafter the

“ArcelorMittal shares”) that are held as capital assets (such as

for investment purposes). This summary does not purport to

address all material tax consequences that may be relevant to a

particular U.S. Holder. This summary also does not take into

account the specific circumstances of particular investors, some

of which (such as tax-exempt entities, banks, insurance

companies, broker-dealers, traders in securities that elect to use

a mark-to-market method of accounting for their securities

holdings, regulated investment companies, real estate

investment trusts, partnerships and other pass-through entities,

investors liable for any U.S. alternative minimum tax, investors

that own or are treated as owning 10% or more of the total

combined voting power or value of ArcelorMittal’s shares,

investors that hold ArcelorMittal shares as part of a straddle,

hedge, conversion, constructive sale or other integrated

transaction, and U.S. Holders (as defined below) whose

functional currency is not the U.S. dollar) may be subject to

special tax rules. This summary is based on the U.S. Internal

Revenue Code of 1986, as amended (the “Code”), the Treasury

regulations issued thereunder, judicial decisions, and published

rulings and administrative pronouncements of the U.S. Internal

Revenue Service (“IRS”), all as in effect on the date hereof, and

the income tax treaty between the United States and

Luxembourg dated December 20, 2000 (as amended by any

subsequent protocols) (the “Treaty”). Those authorities are

subject to change (possibly with retroactive effect) or to differing

interpretations.

This summary does not address any aspects of U.S. federal tax

law other than income taxation, or any state, local, or non-U.S.

tax considerations that may be applicable to investors, or the

Medicare contribution tax applicable to net investment income of

certain non-corporate U.S. Holders. Investors are urged to

consult their tax advisors regarding the U.S. federal, state, local

and other tax consequences of acquiring, owning and disposing

of ArcelorMittal shares.

For purposes of this discussion, a “U.S. Holder” is a beneficial

owner of ArcelorMittal shares that is, for U.S. federal income tax

purposes:

•an individual citizen or resident of the United States;

•a corporation (or other entity taxable as a corporation

for U.S. federal income tax purposes) organized in or

under the laws of the United States, any state thereof,

or the District of Columbia; or

•any other person that is subject to U.S. federal income

tax on a net income basis in respect of the ArcelorMittal

shares.

The U.S. federal income tax consequences of a partner in a

partnership holding ArcelorMittal shares generally will depend

on the status of the partner and the activities of the partnership.

The Company recommends that partners in such a partnership

consult their own tax advisors.

Except where specifically described below, this discussion

assumes that ArcelorMittal is not a passive foreign investment

company (“PFIC”) for U.S. federal income tax purposes. See “—

Passive foreign investment company ("PFIC") status”.

(a) Taxation of distributions

Cash distributions made by ArcelorMittal in respect of

ArcelorMittal shares will constitute a taxable dividend when such

distribution is actually or constructively received, to the extent

such distribution is paid out of the current or accumulated

earnings and profits of ArcelorMittal (as determined under U.S.

federal income tax principles). The amount of any distribution

will include the amount of any applicable Luxembourg

withholding tax. To the extent the amount of any distribution

received by a U.S. Holder in respect of ArcelorMittal shares

exceeds the current or accumulated earnings and profits of

ArcelorMittal, the distribution (1) will be treated as a non-taxable

return of the U.S. Holder’s adjusted tax basis in those

ArcelorMittal shares and (2) thereafter will be treated as U.S.-

source capital gain. Because ArcelorMittal does not maintain

calculations of earnings and profits under U.S. federal income

tax principles, it is expected that distributions generally will be

reported to U.S. Holders as dividends. Distributions of additional

ArcelorMittal shares that are made to U.S. Holders with respect

to their ArcelorMittal shares, and that are part of a pro rata

distribution to all ArcelorMittal shareholders, generally will not be

subject to U.S. federal income tax unless the U.S. Holder has

the right to receive cash or property instead, in which case the

Management report

266

U.S. Holder will be treated as if it received cash equal to the fair

market value of the distribution.

The U.S. dollar amount of a taxable dividend generally will be

included in the gross income of a U.S. Holder as ordinary

income derived from sources outside the United States for U.S.

foreign tax credit purposes and generally will be passive

category income for purposes of the foreign tax credit limitation.

Dividends paid in euro will be included in a U.S. Holder’s income

in a U.S. dollar amount calculated by reference to the exchange

rate in effect on the date the dividend is received; a recipient of

such dividends that converts such euro to dollars upon receipt

generally should not be required to recognize foreign currency

gain or loss in respect of the dividend income. Dividends paid by

ArcelorMittal will not be eligible for the dividends-received

deduction generally allowed to U.S. corporations in respect of

dividends received from U.S. corporations.

Subject to certain exceptions for short-term or hedged positions,

taxable dividends received by certain non-corporate U.S.

Holders (including individuals) with respect to the ArcelorMittal

shares will be subject to U.S. federal income taxation at rates

that are lower than the rates applicable to ordinary income if the

dividends represent “qualified dividend income”. Dividends paid

on the ArcelorMittal shares will be treated as qualified dividend

income if ArcelorMittal is not a PFIC in the year in which the

dividend was paid or in the year prior thereto. As discussed

further below, ArcelorMittal believes that it was not a PFIC for

U.S. federal income tax purposes with respect to its 2021 and

2022 taxable years, and ArcelorMittal does not expect to be a

PFIC for its 2023 taxable year. See “—Passive foreign

investment company ("PFIC") status”.

U.S. Holders of ArcelorMittal shares should consult their own tax

advisors regarding the availability of the reduced rate of U.S.

federal income tax on dividends in light of their own particular

circumstances.

Subject to generally applicable limitations and conditions,

Luxembourg dividend withholding tax paid at the appropriate

rate applicable to the U.S. Holder may be eligible for a credit

against such U.S. Holder’s U.S. federal income tax liability.

These generally applicable limitations and conditions include

new requirements recently adopted by the IRS, and any

Luxembourg tax will need to satisfy these requirements in order

to be eligible to be a creditable tax for a U.S. Holder. In the case

of a U.S. Holder that is eligible for, and properly elects, the

benefits of the Treaty, the Luxembourg tax on dividends will be

treated as meeting the new requirements and therefore as a

creditable tax. In the case of all other U.S. Holders, the

application of these requirements to the Luxembourg tax on

dividends is uncertain, and we have not determined whether

these requirements have been met. If the Luxembourg dividend

tax is not a creditable tax for a U.S. Holder or the U.S. Holder

does not elect to claim a foreign tax credit for any foreign

income taxes paid or accrued in the same taxable year, the U.S.

Holder may be able to deduct the Luxembourg tax in computing

such U.S. Holder’s taxable income for U.S. federal income tax

purposes. The rules with respect to foreign tax credits are

complex and involve the application of rules that depend on a

U.S. Holder’s particular circumstances. Accordingly, U.S.

Holders are urged to consult their tax advisors regarding the

availability of the foreign tax credit under their particular

circumstances.

(b) Taxation of sales, exchanges, or other dispositions of

ArcelorMittal shares

Sales or other taxable dispositions by U.S. Holders of

ArcelorMittal shares generally will give rise to gain or loss equal

to the difference between the amount realized on the disposition

and the U.S. Holder’s tax basis in such ArcelorMittal shares, as

determined in U.S. dollar. A U.S. Holder generally will have an

initial tax basis in each ArcelorMittal share equal to its U.S.

dollar cost to the U.S. Holder.

In general, gain or loss recognized on the sale or exchange of

ArcelorMittal shares will be capital gain or loss and, if the U.S.

Holder’s holding period for such ArcelorMittal shares exceeds

one year, will be long-term capital gain or loss. Certain U.S.

Holders, including individuals, are eligible for preferential rates

of U.S. federal income tax in respect of long-term capital gains.

The deduction of capital losses against ordinary income is

subject to limitations under the Code.

Passive foreign investment company (“PFIC”) status

Special U.S. federal income tax rules apply to U.S. Holders

owning stock of a PFIC. ArcelorMittal believes that it was not a

PFIC for U.S. federal income tax purposes with respect to its

2021 and 2022 taxable years, and ArcelorMittal does not expect

to be a PFIC for its 2023 taxable year. This conclusion is based

upon an annual analysis of its financial position and an

interpretation of the PFIC provisions that ArcelorMittal believes

is correct. No assurances can be made, however, that the

applicable tax law or relevant factual circumstances will not

change in a manner that affects the determination of

ArcelorMittal’s PFIC status. If, contrary to the foregoing,

ArcelorMittal were classified as a PFIC, a U.S. Holder of

ArcelorMittal shares would be subject to an increased tax

liability upon the gain realized on a sale or other disposition of

ArcelorMittal shares and upon the receipt of certain distributions

treated as “excess distributions”. Any gain realized would not be

treated as a capital gain but would be treated as if the U.S.

Holder had realized its gain and certain “excess distributions”,

as applicable, ratably over its holding period for ArcelorMittal

shares and would be taxed at the highest tax rate in effect for

each such year to which the gain was allocated, together with

an interest charge in respect of the tax attributable to each such

Management report

267

year. If ArcelorMittal were a PFIC and its shares constitute

“marketable stock”, a U.S. Holder may elect to instead be taxed

annually on a mark-to-market basis with respect to its

ArcelorMittal shares and would not be subject to the PFIC rules

described above. U.S. Holders should consult their tax advisors

regarding the application of the PFIC rules to ArcelorMittal

including the availability and consequences of a mark-to-market

election with respect to their shares of ArcelorMittal.

Foreign Financial Asset Reporting

Certain U.S. Holders that own “specified foreign financial

assets” with an aggregate value in excess of U.S.$50,000 on

the last day of the taxable year or U.S.$75,000 at any time

during the taxable year are generally required to file an

information statement along with their tax returns, currently on

Form 8938, with respect to such assets. “Specified foreign

financial assets” include any financial accounts held at a non-

U.S. financial institution, as well as securities issued by a non-

U.S. issuer that are not held in accounts maintained by financial

institutions. The understatement of income attributable to

“specified foreign financial assets” in excess of U.S.$5,000

extends the statute of limitations with respect to the tax return to

six years after the return was filed. U.S. Holders who fail to

report the required information could be subject to substantial

penalties. Prospective investors are encouraged to consult with

their own tax advisers regarding the possible application of

these rules, including the application of the rules to their

particular circumstances.

Backup withholding and information reporting

The payment of proceeds received upon the sale, exchange or

redemption of ArcelorMittal shares by U.S. Holders within the

United States (or through certain U.S.-related financial

intermediaries), and dividends on ArcelorMittal shares paid to

U.S. Holders in the United States (or through certain U.S.-

related financial intermediaries), will be subject to information

reporting and may be subject to backup withholding unless the

U.S. Holder (1) is an exempt recipient, and establishes that

exemption if required or (2) in the case of backup withholding,

provides an IRS Form W-9 (or an acceptable substitute form)

that contains the U.S. Holder’s taxpayer identification number

and that certifies that no loss of exemption from backup

withholding has occurred.

Backup withholding is not an additional tax. The amount of

backup withholding imposed on a payment to a U.S. Holder will

be allowed as a credit against the holder’s U.S. federal income

tax liability, if any, or as a refund, so long as the required

information is properly furnished to the IRS. Holders that are not

U.S. Holders may need to comply with certification procedures

to establish their non-U.S. status in order to avoid information

reporting and backup withholding tax requirements.

THE SUMMARY OF U.S. FEDERAL INCOME TAX

CONSEQUENCES SET OUT ABOVE IS INTENDED FOR

GENERAL INFORMATION PURPOSES ONLY. EACH

INVESTOR IN ARCELORMITTAL ORDINARY SHARES IS

URGED TO CONSULT ITS OWN TAX ADVISOR WITH

RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF

THE ACQUISITION, OWNERSHIP AND DISPOSITION OF

ARCELORMITTAL SHARES BASED ON THE INVESTOR’S

PARTICULAR CIRCUMSTANCES.

Luxembourg taxation

The following is a summary addressing certain material

Luxembourg tax consequences that are likely to be relevant to

holders of shares in respect of the ownership and disposition of

shares in ArcelorMittal.

This summary does not purport to address all material tax

considerations that may be relevant to a holder or prospective

holder of ArcelorMittal shares. This summary also does not take

into account the specific circumstances of particular investors

some of which may be subject to special tax rules, including

dealers in securities, financial institutions, insurance companies,

investment funds.

This summary is based on the laws, regulations and applicable

tax treaties as in effect on the date hereof in Luxembourg, all of

which are subject to change, possibly with retroactive effect.

Holders of ArcelorMittal shares should consult their own tax

advisers as to the particular tax consequences, under the tax

laws of the country of which they are residents for tax purposes

of the ownership or disposition of ArcelorMittal shares.

This summary does not address the terms of employee stock

options or other incentive plans implemented by ArcelorMittal

and its subsidiaries and does not purport to provide the holders

of stock subscription options or other comparable instruments

(including shares acquired under employee share ownership

programs) with a description of the possible tax and social

security implications for them, nor to determine under which

conditions these options or other instruments are or may

become exercisable. These holders are therefore urged to

consult their own tax advisers as to the potential tax and social

security implications of an exercise of their options or other

instruments.

As used herein, a “Luxembourg individual” means an individual

resident in Luxembourg who is subject to personal income tax

(impôt sur le revenu) on his or her worldwide income from

Luxembourg or foreign sources, and a “Luxembourg company”

means a company or another entity resident in Luxembourg

subject to corporate income tax (impôt sur le revenu des

collectivités) on its worldwide income from Luxembourg or

foreign sources. For the purposes of this summary, Luxembourg

individuals and Luxembourg companies are collectively referred

Management report

268

to as “Luxembourg Holders”. A “non-Luxembourg Holder” means

any investor in ArcelorMittal shares other than a Luxembourg

Holder.

(a) Luxembourg withholding tax on dividends paid on

ArcelorMittal shares

Dividends distributed by ArcelorMittal will in principle be subject

to Luxembourg withholding tax at the rate of 15%.

Luxembourg resident corporate holders

No dividend withholding tax applies on dividends paid by

ArcelorMittal to a Luxembourg company (that is, a fully taxable

entity within the meaning of Article 159 of the Luxembourg

Income Tax Law) holding shares (or a Luxembourg permanent

establishment/representative of a qualifying foreign entity to

which the shares are attributable), which meets the qualifying

participation test (that is, a shareholding in ArcelorMittal of at

least 10% or having an acquisition cost of at least EUR

1.2 million held or committed to be held for a minimum one year

holding period, per Article 147 of the Luxembourg Income Tax

Law). If such exemption from dividend withholding tax does not

apply, a Luxembourg company may be entitled to a tax credit.

Luxembourg resident individual holders

Luxembourg withholding tax on dividends paid by ArcelorMittal

to a Luxembourg resident individual holder may entitle such

Luxembourg Holder to a tax credit for the tax withheld.

Non-Luxembourg Holders

Non-Luxembourg Holders of ArcelorMittal shares who have held

a shareholding in ArcelorMittal representing at least 10% of

ArcelorMittal’s share capital (or shares with an acquisition cost

of at least EUR 1.2 million) for an uninterrupted period of at least

12 months (or where held for a shorter period, where the holder

takes the commitment to hold the qualifying shareholding for

such period) may benefit from an exemption from the dividend

withholding tax if they are: (i) entities which fall within the scope

of Article 2 of the European Council Directive 2011/96/EU, as

amended (the “EU Parent-Subsidiary Directive”) and which are

not excluded to benefit from the EU Parent-Subsidiary Directive

under its mandatory general anti-avoidance rule (“GAAR”) in

each case as implemented in Luxembourg, or (ii) corporates

subject to a tax comparable to Luxembourg corporate income

tax and which are resident of a country having concluded a

double tax avoidance treaty with Luxembourg, or (iii) corporates

subject to a tax comparable to Luxembourg corporate income

tax and which are resident in a State being part of the European

Economic Area (EEA) other than a Member State of the

European Union, or (iv) corporates resident in Switzerland

subject to corporate income tax in Switzerland without benefiting

from an exemption.

Non-Luxembourg Holders of ArcelorMittal shares who are tax

resident in a country having a double tax avoidance treaty with

Luxembourg may claim for a reduced withholding tax rate or a

withholding tax relief under the conditions and subject to the

limitations set forth in the relevant treaty.

(b) Luxembourg income tax on dividends paid on

ArcelorMittal shares and capital gains

Luxembourg resident individual holders

For Luxembourg individuals, income in the form of dividends or

capital gains derived from ArcelorMittal shares will normally be

subject to individual income tax at the applicable progressive

rate with a current top effective marginal rate of 45.78%

including the unemployment fund contribution at the maximum

rate of 9%. Such dividends may benefit from the 50% exemption

set forth in Article 115(15a) of the Luxembourg Income Tax Law,

subject to fulfillment of the conditions set out therein. Capital

gains will only be taxable if they are realized on a sale of

ArcelorMittal shares, which takes place within the first six

months following their acquisition, or if the relevant holder (alone

or together with his/her spouse or registered partner and his/her

underage children), directly or indirectly, holds or has held more

than 10% of the ArcelorMittal shares at any time during the past

five years.

Luxembourg resident corporate holders

For Luxembourg companies, which do not benefit from a special

tax regime, income in the form of dividends or capital gains

derived from ArcelorMittal shares will be subject to corporate

income tax and municipal business tax. The combined rate for

these two taxes (including an unemployment fund contribution of

7%) for Luxembourg companies with registered office in

Luxembourg City is 24.94% in 2022. Such dividends may

benefit either from the 50% exemption set forth in Article

115(15a) of the Luxembourg Income Tax Law or from the full

exemption set forth in Article 166 of the Luxembourg Income Tax

Law, subject in each case to fulfillment of the respective

conditions set out therein. Capital gains realized on the sale of

ArcelorMittal shares may benefit from the full exemption

provided for by the Grand Ducal Decree of December 21, 2001,

as amended, subject to fulfillment of the conditions set out

therein.

Non-Luxembourg Holders

An individual or corporate non-Luxembourg Holder of

ArcelorMittal shares who/which realizes a gain on disposal

thereof (and who/which does not have a permanent

establishment in Luxembourg to which the ArcelorMittal shares

would be attributable) will only be subject to Luxembourg

taxation on capital gains arising upon disposal of such shares if

such holder has (if an individual, alone or together with his or

her spouse or registered partner and underage children) directly

or indirectly held more than 10% of the capital of ArcelorMittal,

at any time during the past five years, and either (1) such holder

has been a resident of Luxembourg for tax purposes for at least

15 years and has become a non-resident within the last five

Management report

269

years preceding the realization of the gain, subject to any

applicable tax treaty, or (2) the disposal of ArcelorMittal shares

occurs within six months from their acquisition, subject to any

applicable tax treaty.

A corporate non-Luxembourg Holder, which has a permanent

establishment or a permanent representative in Luxembourg to

which ArcelorMittal shares would be attributable, will bear

corporate income tax and municipal business tax on dividends

received and/or a gain realized on a disposal of such shares

under the same conditions as are applicable to a Luxembourg

resident corporate holder, as described above.

Net wealth tax

Luxembourg net wealth tax will not be levied on a Luxembourg

Holder unless:

•the Luxembourg Holder is a legal entity subject to net

wealth tax in Luxembourg; or

•ArcelorMittal shares are attributable to an enterprise or

part thereof which is carried on through a permanent

establishment or a permanent representative in

Luxembourg of a non-resident entity.

Net wealth tax is levied annually at a digressive rate depending

on the amount of the net wealth of the above holders, as

determined for net wealth tax purposes (i.e. 0.5% on an amount

up to EUR 500 million and 0.05% on the amount of taxable net

wealth exceeding EUR 500 million).

ArcelorMittal shares may be exempt from net wealth tax subject

to the conditions set forth by Article 60 of the Law of October 16,

1934 on the valuation of assets (Bewertungsgesetz), as

amended.

Estate and gift tax

Luxembourg inheritance tax may be levied on the transfer of

ArcelorMittal shares upon the death of a Luxembourg individual.

Luxembourg gift tax will be levied in the event that a gift of

ArcelorMittal shares is made pursuant to a notarial deed signed

before a Luxembourg notary.

Other Luxembourg tax considerations

No registration tax will be payable by a holder of shares upon

the issue, subscription or acquisition of shares in ArcelorMittal or

upon the disposal of shares by sale or exchange.

Evaluation of disclosure controls and procedures

Disclosure controls and procedures

Management maintains disclosure controls and procedures that

are designed to ensure that information required to be disclosed

in the Company’s reports under the Securities Exchange Act of

1934, as amended (the “Exchange Act”) is recorded, processed,

summarized and reported within time periods specified in the

SEC’s rules and forms, and that such information is

accumulated and communicated to management, including the

Chief Executive Officer and Chief Financial Officer, as

appropriate, to allow timely decisions regarding required

disclosures. ArcelorMittal’s controls and procedures are

designed to provide reasonable assurance of achieving their

objectives.

Management carried out an evaluation, under the supervision

and with the participation of its Chief Executive Officer and Chief

Financial Officer, of the effectiveness of the design and

operation of the Company’s disclosure controls and procedures

(as defined in Exchange Act Rule 13a-15(e)) as of

December 31, 2022. Based upon that evaluation, the

Company’s Chief Executive Officer and Chief Financial Officer

concluded that the Company’s disclosure controls and

procedures were effective as of December 31, 2022 so as to

provide reasonable assurance that (1) information required to be

disclosed by the Company in the reports that the Company files

under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in the SEC’s rules

and forms, and (2) that such information is accumulated and

communicated to the Company’s management, including its

Chief Executive Officer and its Chief Financial Officer, as

appropriate, to allow timely decisions regarding required

disclosures.

There are inherent limitations to the effectiveness of any system

of disclosure controls and procedures, including the possibility of

human error and the circumvention or overriding of the controls

and procedures. Accordingly, even effective disclosure controls

and procedures can only provide reasonable assurance of

achieving their control objectives.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting. Internal

control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting

principles.

The Company’s internal control over financial reporting includes

those policies and procedures that:

•pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of

ArcelorMittal;

Management report

270

•provide reasonable assurance that transactions are

recorded, as necessary, to permit preparation of

financial statements in accordance with IFRS;

•provide reasonable assurance that receipts and

expenditures of ArcelorMittal are made in accordance

with authorizations of ArcelorMittal's management and

directors; and

•provide reasonable assurance that unauthorized

acquisition, use or disposition of ArcelorMittal’s assets

that could have a material effect on the financial

statements would be prevented or detected on a timely

basis.

Because of its inherent limitations, internal control over financial

reporting is not intended to provide absolute assurance that a

misstatement of the Company’s financial statements would be

prevented or detected. In addition, projections of any evaluation

of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

Management assessed the effectiveness of internal control over

financial reporting as of December 31, 2022 based upon the

framework in Internal Control—Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”). Based on this assessment,

management concluded that ArcelorMittal’s internal control over

financial reporting was effective as of December 31, 2022.

On June 30, 2022, ArcelorMittal completed the acquisition of

ArcelorMittal Texas HBI. Management acknowledges that it is

responsible for establishing and maintaining a system of internal

controls over financial reporting for ArcelorMittal Texas HBI.

ArcelorMittal is in the process of integrating ArcelorMittal Texas

HBI and accordingly a number of processes and controls will be

changed. In accordance with SEC staff guidance permitting a

company to exclude an acquired business from management’s

assessment of the effectiveness of internal control over financial

reporting for the year in which the acquisition is completed,

ArcelorMittal excluded ArcelorMittal Texas HBI from its

assessment of the effectiveness of internal controls over

financial reporting as of December 31, 2022. ArcelorMittal Texas

HBI represents 1.2% of the Company’s total assets as of

December 31, 2022, and less than 1% of the Company’s sales

and consolidated net income for the year ended December 31,

2022. The transaction has neither materially affected nor is

expected to materially affect ArcelorMittal’s internal control over

financial reporting. The Company expects its internal control

system to be fully implemented at ArcelorMittal Texas HBI during

2023 and accordingly to evaluate it for effectiveness at that time.

The effectiveness of management’s internal control over

financial reporting as of December 31, 2022 has been audited

by the Company’s independent registered public accounting

firm, Ernst & Young S.A., and their report as of March 8, 2023

below expresses an unqualified opinion on the Company’s

internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control

over financial reporting that occurred during the year ended

December 31, 2022 that have materially affected or are

reasonably likely to have materially affected the Company’s

internal control over financial reporting.

Management report

271

Glossary - definitions, terminology and principal subsidiaries

Definitions and terminology

Unless indicated otherwise, or the context otherwise requires, references herein to “ArcelorMittal”, “we”, “us”, “our”, “ArcelorMittal

Group”, “Group” and the “Company” or similar terms are to ArcelorMittal S.A. consolidated with its subsidiaries. References to

“ArcelorMittal S.A.”, “ArcelorMittal parent” or “parent of ArcelorMittal” are to ArcelorMittal S.A., formerly known as Mittal Steel Company

N.V. (“Mittal Steel”), having its registered office at 24-26, Boulevard d’Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg.

ArcelorMittal’s principal operating subsidiaries, categorized by reporting segment and location, are listed below.

For the purposes of this annual report, the names of the following ArcelorMittal subsidiaries as abbreviated below are used where

applicable.


Name of Subsidiary	Abbreviation	Country
NAFTA
ArcelorMittal Dofasco G.P.	ArcelorMittal Dofasco	Canada
ArcelorMittal México S.A. de C.V.	ArcelorMittal Mexico	Mexico
ArcelorMittal Long Products Canada G.P.	ArcelorMittal Long Products Canada	Canada
ArcelorMittal Texas HBI LLC	ArcelorMittal Texas HBI	United States of America

Brazil and neighboring countries ("Brazil")
ArcelorMittal Brasil S.A.	ArcelorMittal Brasil	Brazil
Acindar Industria Argentina de Aceros S.A.	Acindar	Argentina

Europe
ArcelorMittal France S.A.S.	ArcelorMittal France	France
ArcelorMittal Belgium N.V.	ArcelorMittal Belgium	Belgium
ArcelorMittal España S.A.	ArcelorMittal España	Spain
ArcelorMittal Flat Carbon Europe S.A.	AMFCE	Luxembourg
ArcelorMittal Poland S.A.	ArcelorMittal Poland	Poland
ArcelorMittal Eisenhüttenstadt GmbH	ArcelorMittal Eisenhüttenstadt	Germany
ArcelorMittal Bremen GmbH	ArcelorMittal Bremen	Germany
ArcelorMittal Méditerranée S.A.S.	ArcelorMittal Méditerranée	France
ArcelorMittal Belval & Differdange S.A.	ArcelorMittal Belval & Differdange	Luxembourg
ArcelorMittal Hamburg GmbH	ArcelorMittal Hamburg	Germany
ArcelorMittal Duisburg GmbH	ArcelorMittal Duisburg	Germany
ArcelorMittal International Luxembourg S.A.	ArcelorMittal International Luxembourg	Luxembourg

Africa and Commonwealth of Independent States ("ACIS")
ArcelorMittal South Africa Ltd.	ArcelorMittal South Africa	South Africa
JSC ArcelorMittal Temirtau	ArcelorMittal Temirtau	Kazakhstan
PJSC ArcelorMittal Kryvyi Rih	ArcelorMittal Kryvyi Rih	Ukraine

Mining
ArcelorMittal Mining Canada G.P. and ArcelorMittal Infrastructure Canada G.P.	ArcelorMittal Mines and Infrastructure Canada ("AMMC")	Canada
ArcelorMittal Liberia Ltd.	ArcelorMittal Liberia	Liberia

Management report

272

In addition, unless indicated otherwise, or the context otherwise requires, references in this annual report to abbreviations or terms

shown below have the following definitions:


ARS	Argentine Peso, the official currency of Argentina	INR	Indian rupee, the official currency of India
Articles of Association	the amended and restated articles of association of ArcelorMittal, dated May 18, 2022 filed as Exhibit 1.1 hereto	Iron pellets	agglomerated ultra-fine iron ore particles of a size and quality suitable for use in steel-making processes
AUD$ or AUD	Australian dollars, the official currency of Australia	Kilometers	measures of distance are stated in kilometers, each of which equals approximately 0.62 miles, or 1000 in meters, each of which equals approximately 3.28 feet
Brownfield project	the expansion of an existing operation	KZT	the Kazakhstani tenge, the official currency of Kazakhstan
C$ or CAD	Canadian dollars, the official currency of Canada	Metallurgical coal	a broader term than coking coal that includes all coals used in steelmaking, such as coal used for the pulverized coal injection (“PCI”) process
Executive Office	the Executive Chairman, Mr. Lakshmi N. Mittal and Chief Executive Officer, Mr. Aditya Mittal	PLN	Polish złoty, the official currency of Poland
CIS	the countries of the Commonwealth of Independent States	Production capacity	the annual production capacity of plant and equipment based on existing technical parameters as estimated by management
CNY	Chinese yuan, the official currency of China	Ps or MXN	the Mexican peso, the official currency of the United Mexican States
Coking coal	coal that, by virtue of its coking properties, is used in the manufacture of coke, which is used in the steelmaking process	Real, reais or R$	Brazilian reais, the official currency of Brazil
Crude steel	the first solid steel product upon solidification of liquid steel, including ingots from conventional mills and semis (e.g., slab, billet and blooms) from continuous casters	ROM	run of mine - mined iron ore or coal to be fed to a preparation and/or concentration process
Downstream	finishing operations: flat products - the process after the production of hot-rolled coil/plates, and long products - the process after the production of blooms/billets (including production of bars, wire rods, SBQ, etc.)	Sales	include shipping and handling fees and costs billed to a customer in a sales transaction
DMTU or dmtu	dry metric tonne unit	SBQ	special bar quality steel, a high-quality long product
DRI	direct reduced iron, a metallic iron formed by removing oxygen from iron ore without the formation of, or passage through, a smelting phase. DRI can be used as feedstock for steel production	Significant Shareholder	a trust (HSBC Trustee (C.I.) Limited, as trustee), of which Mr. Lakshmi N. Mittal, Mrs. Usha Mittal and their children are the beneficiaries
Energy coal	coal used as a fuel source in electrical power generation, cement manufacture and various industrial applications. Energy coal may also be referred to as steam or thermal coal	UAH	Ukrainian hryvnia, the official currency of Ukraine
Euro, euros, EUR or €	the official currency of the European Union (“EU”) member states participating in the European Monetary Union	US$, $, dollars, USD or U.S. dollar	United States dollar, the official currency of the United States
Sinter	a metallic input used in the blast furnace steel- making process, which aggregates fines, binder and other materials into a coherent mass by heating without melting	Upstream	operations that precede downstream steel-making, coking coal, coke, sinter, DRI, blast furnace, basic oxygen furnace (“BOF”), electric arc furnace (“EAF”), casters & hot rolling/plate mill
Spanish Stock Exchanges	the stock exchanges of Madrid, Barcelona, Bilbao and Valencia	Wet recoverable	a quantity of iron ore or coal recovered after the material from the mine has gone through a preparation and/or concentration process excluding drying
Steel products	finished and semi-finished steel products, and exclude raw materials (including those described under “upstream” below), direct reduced iron (“DRI”), hot metal, coke, etc.	ZAR	South African rand, the official currency of the Republic of South Africa
Tons, net tons or ST	short tons are used in measurements involving steel products as well as crude steel, iron ore, iron ore pellets, DRI, hot metal, coke, coal, pig iron and scrap (a short ton is equal to 907.2 kilograms or 2,000 pounds)	Metric Tonnes or MT	metric tonnes and are used in measurements involving steel products, as well as crude steel, iron ore, iron ore pellets, DRI, hot metal, coke, coal, pig iron and scrap (a metric tonne is equal to 1,000 kilograms or 2,204.62 pounds)

Management report

273


Executive Officers	those executives of the Company who are supporting the Executive Office and jointly with the Executive Office represent the senior management of the Company	Probable mineral reserve	is the economically mineable part of an indicated and, in some cases, a measured mineral resource.
EAF	Electric arc furnaces are used to produce steel from scrap melted using electricity, in contrast to the cast iron sector (blast furnace – converter) where it is produced from iron ore.	Mineral resource	is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
GMB	the Group Management Board, the former senior management body which was replaced by the CEO Office subsequently renamed Executive Office. The Executive Office, supported by seven Executive Officers, makes up the Company’s senior management	Measured mineral resource	is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Greenfield project	the development of a new project	Indicated mineral resource	is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.
Green steel	steel products subject to auditor verified certification of the CO2 savings achieved	Inferred mineral resource	is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
Mineral reserve	is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
Proven mineral reserve	is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

Management report

274

Chief Executive Officer and Chief Financial Officer’s responsibility statement

We confirm, to the best of our knowledge, that:

1.the consolidated financial statements of ArcelorMittal presented in this Annual Report and prepared in conformity with International Financial Reporting Standards as issued

by the International Accounting Standards Board and as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position, profit or loss of

ArcelorMittal and the undertakings included within the consolidation taken as a whole; and

2.the management report includes a fair review of the development and performance of the business and position of ArcelorMittal and undertakings included within the

consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

Chief Executive Officer Chief Financial Officer

Mr. Aditya Mittal Mr. Genuino Christino

March 8, 2023March 8, 2023

Management report

275


		Year ended December 31,
	Notes	2022	2021	2020
Sales	4.1 and 12.1	79,844	76,571	53,270
(including 9,744, 10,519 and 5,142 of sales to related parties for 2022, 2021 and 2020, respectively)
Cost of sales	4.2 and 12.2	67,309	57,337	49,138
(including 2,300, 1,873 and 1,151 of purchases from related parties for 2022, 2021 and 2020, respectively)
Gross margin		12,535	19,234	4,132
Selling, general and administrative expenses		2,263	2,258	2,022
Operating income		10,272	16,976	2,110
Income from investments in associates, joint ventures and other investments	2.6	1,317	2,204	234
Financing costs - net	6.2	(334)	(1,155)	(1,256)
Income before taxes		11,255	18,025	1,088
Income tax expense	10.1	1,717	2,460	1,666
Net income (loss) (including non-controlling interests)		9,538	15,565	(578)
Net income (loss) attributable to equity holders of the parent		9,302	14,956	(733)
Net income attributable to non-controlling interests		236	609	155
Net income (loss) (including non-controlling interests)		9,538	15,565	(578)


		Year ended December 31,
		2022	2021	2020
Earnings (loss) per common share (in U.S. dollar)
Basic		10.21	13.53	(0.64)
Diluted		10.18	13.49	(0.64)
Weighted average common shares outstanding (in millions)	11.3
Basic		911	1,105	1,140
Diluted		914	1,108	1,140

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

Consolidated financial statements

ArcelorMittal and Subsidiaries

Consolidated Statements of Operations

(millions of U.S. dollar, except share and per share data)

277


	Year ended December 31,
	2022		2021		2020
Net income (loss) (including non-controlling interests)		9,538		15,565		(578)
Items that can be recycled to the consolidated statements of operations
Derivative financial instruments:
Gain arising during the period	1,664		2,921		52
Reclassification adjustments for gain included in the consolidated statements of operations and financial position (basis adjustments)	(1,899)		(384)		(119)
	(235)		2,537		(67)
Exchange differences arising on translation of foreign operations:
Loss arising during the period	(1,630)		(960)		(1,388)
Reclassification adjustments for loss included in the consolidated statements of operations	—		105		—
	(1,630)		(855)		(1,388)
Share of other comprehensive income related to associates and joint ventures
Gain arising during the period	46		509		98
Reclassification adjustments for gain included in the consolidated statements of operations and financial position (basis adjustments)	(506)		(266)		—
	(460)		243		98
Income tax (expense) benefit related to components of other comprehensive income (loss) that can be recycled to the consolidated statements of operations	(112)		(705)		363
Items that cannot be recycled to the consolidated statements of operations
Investments in equity instruments at FVOCI:
(Loss) gain arising during the period	(27)		764		486
Share of other comprehensive (loss) gain related to associates and joint ventures	(25)		(2)		16
	(52)		762		502
Employee benefits - Recognized actuarial gains (losses)	815		636		(333)
Share of other comprehensive income (loss) related to associates and joint ventures	32		21		(14)
Income tax (expense) benefit related to components of other comprehensive income (loss) that cannot be recycled to the consolidated statements of operations	(193)		(313)		13
Total other comprehensive (loss) income	(1,835)		2,326		(826)
Total other comprehensive (loss) income attributable to:
Equity holders of the parent	(1,785)		2,365		(781)
Non-controlling interests	(50)		(39)		(45)
Total other comprehensive (loss) income		(1,835)		2,326		(826)
Total comprehensive income (loss)		7,703		17,891		(1,404)
Total comprehensive income (loss) attributable to:
Equity holders of the parent		7,517		17,321		(1,514)
Non-controlling interests		186		570		110
Total comprehensive income (loss)		7,703		17,891		(1,404)

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

Consolidated financial statements

ArcelorMittal and Subsidiaries

Consolidated Statements of Other Comprehensive Income

(millions of U.S. dollar, except share and per share data)

278


		December 31,
	Notes	2022	2021
ASSETS
Current assets:
Cash and cash equivalents	6.1.3	9,300	4,215
Restricted cash	6.1.3	114	156
Trade accounts receivable and other (including 677 and 1,084 from related parties at December 31, 2022 and 2021, respectively)	4.3 and 12.1	3,839	5,143
Inventories	4.4	20,087	19,858
Prepaid expenses and other current assets	4.5	3,778	5,567
Total current assets		37,118	34,939
Non-current assets:
Goodwill and intangible assets	5.1 and 5.3	4,903	4,425
Property, plant and equipment and biological assets	5.2, 5.3 and 7	30,167	30,075
Investments in associates and joint ventures	2.4.1 and 2.4.2	10,765	10,319
Other investments	2.5	1,119	1,146
Deferred tax assets	10.4	8,554	8,147
Other assets	4.6	1,921	1,461
Total non-current assets		57,429	55,573
Total assets		94,547	90,512

LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	6.1.2.1 and 7	2,583	1,913
Trade accounts payable and other (including 366 and 431 to related parties at December 31, 2022 and 2021, respectively)	4.7 and 12.2	13,532	15,093
Short-term provisions	9.1	1,101	1,064
Accrued expenses and other liabilities	4.8	4,864	4,831
Income tax liabilities		318	1,266
Total current liabilities		22,398	24,167
Non-current liabilities:
Long-term debt, net of current portion	6.1.2.2 and 7	9,067	6,488
Deferred tax liabilities	10.4	2,666	2,369
Deferred employee benefits	8.2	2,606	3,772
Long-term provisions	9.1	1,306	1,498
Other long-term obligations	9.2	914	874
Total non-current liabilities		16,559	15,001
Total liabilities		38,957	39,168

Contingencies and commitments	9.3 and 9.4
Equity:	11
Common shares (no par value, 1,136,418,599 and 1,241,418,599 shares authorized, 877,809,772 and 982,809,772 shares issued, and 805,337,929 and 910,893,202 shares outstanding at December 31, 2022 and 2021, respectively)		312	350
Treasury shares (72,471,843 and 71,916,570 common shares at December 31, 2022 and 2021, respectively, at cost)		(1,895)	(2,186)
Additional paid-in capital		28,651	31,803
Mandatorily convertible notes	11.2	509	509
Retained earnings		45,442	36,702
Reserves		(19,867)	(18,072)
Equity attributable to the equity holders of the parent		53,152	49,106
Non-controlling interests		2,438	2,238
Total equity		55,590	51,344
Total liabilities and equity		94,547	90,512

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

Consolidated financial statements

ArcelorMittal and Subsidiaries

Consolidated Statements of Financial Position

(millions of U.S. dollar, except share and per share data)

279


							Reserves
							Items that can be recycled to the Consolidated Statements of Operations		Items that cannot be recycled to the Consolidated Statements of Operations
	Shares1	Share Capital	Treasury Shares	Mandatorily Convertible Notes	Additional Paid-in Capital	Retained Earnings	Foreign Currency Translation Adjustments	Unrealized Gains (Losses) on Derivative Financial Instruments relating to CFH	Unrealized Gains (Losses) on Investments in Equity Instruments at FVOCI	Recognized actuarial (losses) gains	Equity attributable to the equity holders of the parent	Non- controlling interests	Total Equity
Balance at December 31, 2019	1,012	364	(602)	—	34,826	22,883	(16,125)	235	180	(3,240)	38,521	1,962	40,483
Net (loss) income (including non-controlling interests)	—	—	—	—	—	(733)	—	—	—	—	(733)	155	(578)
Other comprehensive income (loss)	—	—	—	—	—	—	(928)	(6)	431	(278)	(781)	(45)	(826)
Total comprehensive income (loss)	—	—	—	—	—	(733)	(928)	(6)	431	(278)	(1,514)	110	(1,404)
Offering of common shares (note 11.1)	81	29	—	—	711	—	—	—	—	—	740	—	740
Mandatorily convertible notes (note 11.2)	23	—	549	840	(305)	(28)	—	—	—	—	1,056	—	1,056
Recognition of share-based payments (note 8.3)	1	—	15	—	15	—	—	—	—	—	30	—	30
Dividend (notes 11.4 and 11.5)	—	—	—	—	—	—	—	—	—	—	—	(162)	(162)
Share buyback (note 11.1)	(36)	—	(500)	—	—	—	—	—	—	—	(500)	—	(500)
Transfer of fair value reserve of equity instruments designated at FVOCI (note 2.5)	—	—	—	—	—	28	—	—	(28)	—	—	—	—
Mandatorily convertible bonds extension (note 11.2)	—	—	—	—	—	—	—	—	—	—	—	53	53
Other movements	—	—	—	—	—	(53)	—	—	—	—	(53)	(6)	(59)
Balance at December 31, 2020	1,081	393	(538)	840	35,247	22,097	(17,053)	229	583	(3,518)	38,280	1,957	40,237
Net income (including non-controlling interests)	—	—	—	—	—	14,956	—	—	—	—	14,956	609	15,565
Other comprehensive income (loss)	—	—	—	—	—	—	(1,191)	2,461	594	501	2,365	(39)	2,326
Total comprehensive income (loss)	—	—	—	—	—	14,956	(1,191)	2,461	594	501	17,321	570	17,891
Cancellation of shares (note 11.1)	—	(43)	3,493	—	(3,450)	—	—	—	—	—	—	—	—
Recognition of share-based payments (note 8.3)	1	—	29	—	6	—	—	—	—	—	35	—	35
Mandatorily convertible notes (note 11.2)	—	—	—	(331)	—	(589)	—	—	—	—	(920)	—	(920)
Share buyback (note 11.1)	(171)	—	(5,170)	—	—	—	—	—	—	—	(5,170)	—	(5,170)
Dividend (notes 11.4 and 11.5)	—	—	—	—	—	(312)	—	—	—	—	(312)	(289)	(601)
Put option NSI (note 11.5.2)	—	—	—	—	—	(119)	—	—	—	—	(119)	—	(119)
Divestment of Cleveland-Cliffs shares (note 2.5)	—	—	—	—	—	678	—	—	(678)	—	—	—	—
Other movements	—	—	—	—	—	(9)	—	—	—	—	(9)	—	(9)
Balance at December 31, 2021	911	350	(2,186)	509	31,803	36,702	(18,244)	2,690	499	(3,017)	49,106	2,238	51,344
Net income (including non-controlling interests)	—	—	—	—	—	9,302	—	—	—	—	9,302	236	9,538
Other comprehensive income (loss)	—	—	—	—	—	—	(2,575)	215	(52)	627	(1,785)	(50)	(1,835)
Total comprehensive income (loss)	—	—	—	—	—	9,302	(2,575)	215	(52)	627	7,517	186	7,703
Cancellation of shares (note 11.1)	—	(38)	3,201	—	(3,163)	—	—	—	—	—	—	—	—
Recognition of share-based payments (note 8.3)	1	—	27	—	11	—	—	—	—	—	38	—	38
Share buyback (note 11.1)	(107)	—	(2,937)	—	—	—	—	—	—	—	(2,937)	—	(2,937)
Dividend (notes 11.4 and 11.5)	—	—	—	—	—	(332)	—	—	—	—	(332)	(304)	(636)
Put option ArcelorMittal Texas HBI (note 2.2.4)	—	—	—	—	—	(177)	—	—	—	—	(177)	—	(177)
Non-controlling interests relating to acquisitions (note 2.2.4)	—	—	—	—	—	—	—	—	—	—	—	233	233
Capital increase ArcelorMittal Liberia (note 11.5.1)	—	—	—	—	—	(45)	—	—	—	—	(45)	45	—
Other movements	—	—	—	—	—	(8)	—	—	(10)	—	(18)	40	22
Balance at December 31, 2022	805	312	(1,895)	509	28,651	45,442	(20,819)	2,905	437	(2,390)	53,152	2,438	55,590

1. Amounts are in millions of shares (treasury shares are excluded).

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

Consolidated financial statements

ArcelorMittal and Subsidiaries

Consolidated Statements of Changes in Equity

(millions of U.S. dollar, except share and per share data)

280


		Year ended December 31,
	Notes	2022	2021	2020
Operating activities:
Net income (loss) (including non-controlling interests)		9,538	15,565	(578)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization	5.1 and 5.2	2,580	2,523	2,960
Net impairment (reversal) charges	5.3	1,026	(218)	(133)
Bargain purchase gain	2.2.4	(100)	—	—
Interest expense	6.2	401	357	477
Interest income	6.2	(188)	(79)	(56)
Income tax expense	10.1	1,717	2,460	1,666
Net gain on disposal of subsidiaries	2.3.1	—	(104)	(1,460)
Income from investments in associates, joint ventures and other investments	2.6	(1,317)	(2,204)	(234)
Provision on pensions and other post-employment benefits	8.2	176	147	430
Change in fair value adjustment on call option on mandatory convertible bonds and pellet purchase agreement	6.2	15	44	143
Unrealized foreign exchange effects		(82)	(154)	321
Write-downs of inventories to net realizable value, provisions and other non-cash operating expenses net	4.4	399	1,313	597
Changes in assets and liabilities that provided (required) cash, net of acquisitions and disposals:
Trade accounts receivable and other	4.1	1,133	(2,535)	(76)
Inventories	4.4	(2,062)	(8,654)	1,786
Trade accounts payable and other	4.7	(294)	4,780	(214)
VAT and other amounts (paid) received to/from public authorities		(410)	(123)	400
Other working capital and provisions movements		608	(672)	(564)
Interest paid		(440)	(479)	(604)
Interest received		178	73	69
Income taxes paid		(2,940)	(2,128)	(705)
Dividends received from associates, joint ventures and other investments		493	261	189
Cash contributions to plan assets and benefits paid for pensions and other post-employment benefits	8.2	(228)	(268)	(332)
Net cash provided by operating activities		10,203	9,905	4,082
Investing activities:
Purchase of property, plant and equipment and intangibles		(3,468)	(3,008)	(2,439)
Disposals of net assets of subsidiaries, net of cash disposed of nil, 4 and 7 in 2022, 2021 and 2020, respectively	2.3.1	—	(4)	497
Acquisitions of net assets of subsidiaries, net of cash acquired of 39, 10 and nil in 2022, 2021 and 2020, respectively	2.2.4	(939)	(25)	—
Lease installments and capital expenditure refund relating to ArcelorMittal Italia acquisition		—	(14)	(139)
Cash collateral for the TSR receivables retained in ArcelorMittal USA after disposal	6.1.3	—	260	(260)
Disposal of common and preferred Cleveland-Cliffs shares	2.5	—	2,680	—
(Acquisitions) disposals of financial assets	2.5	(32)	(80)	59
Other investing activities net		(44)	(149)	271
Net cash used in investing activities		(4,483)	(340)	(2,011)
Financing activities:
(Payments) proceeds from mandatorily convertible subordinated notes	11.2	—	(1,196)	1,237
Payments from put and call option on shares		—	—	(135)
Proceeds from short-term debt	6.1.3	434	287	430
Proceeds from long-term debt	6.1.3	3,893	147	323
Payments of short-term debt	6.1.3	(1,044)	(1,664)	(1,503)
Payments of long-term debt	6.1.3	—	(2,332)	(1,645)
Equity offering	11.1	—	—	740
Share buyback	11.1	(2,937)	(5,170)	(500)
Dividends paid (includes 331, 260 and 181 of dividends paid to non-controlling shareholders in 2022, 2021 and 2020, respectively)		(663)	(572)	(181)
Repayment of cash pooling liability to Acciaierie d'Italia	2.3.1	—	(199)	—
Payment of principal portion of lease liabilities and other financing activities	6.1.3	(160)	(199)	(264)
Net cash used in financing activities		(477)	(10,898)	(1,498)
Net increase (decrease) in cash and cash equivalents		5,243	(1,333)	573
Effect of exchange rate changes on cash		(158)	(55)	163
Cash and cash equivalents:
At the beginning of the year		4,215	5,600	4,867
Reclassification of the period-end cash and cash equivalents from (to) held for sale	2.3	—	3	(3)
At the end of the year		9,300	4,215	5,600

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

Consolidated financial statements

ArcelorMittal and Subsidiaries

Consolidated Statements of Cash Flows

(millions of U.S. dollar, except share and per share data)

281

SUMMARY OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: ACCOUNTING PRINCIPLES
1.1	Basis of presentation
1.2	Use of judgment and estimates
1.3	Accounting standards applied
NOTE 2: SCOPE OF CONSOLIDATION
2.1	Basis of consolidation
2.2	Investments in subsidiaries
2.3	Divestments and assets held for sale
2.4	Investments in associates and joint arrangements
2.5	Other investments
2.6	Income (loss) from investments in associates, joint ventures and other investments
NOTE 3: SEGMENT REPORTING
3.1	Reportable segments
3.2	Geographical information
3.3	Sales by type of products
3.4	Disaggregated revenue
NOTE 4: OPERATING DATA
4.1	Revenue
4.2	Cost of sales
4.3	Trade accounts receivable and other
4.4	Inventories
4.5	Prepaid expenses and other current assets
4.6	Other assets
4.7	Trade accounts payable and other
4.8	Accrued expenses and other liabilities
NOTE 5: GOODWILL, INTANGIBLE AND TANGIBLE ASSETS
5.1	Goodwill and intangible assets
5.2	Property, plant and equipment and biological assets
5.3	Impairment of intangible assets, including goodwill, and tangible assets
NOTE 6: FINANCING AND FINANCIAL INSTRUMENTS
6.1	Financial assets and liabilities
6.2	Financing costs - net
6.3	Risk management policy
NOTE 7: LEASES
NOTE 8: PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS
8.1	Employees and key management personnel
8.2	Deferred employee benefits
8.3	Share-based payments
NOTE 9: PROVISIONS, CONTINGENCIES AND COMMITMENTS
9.1	Provisions
9.2	Other long-term obligations
9.3	Contingent liabilities
9.4	Commitments
NOTE 10: INCOME TAXES
10.1	Income tax expense

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

282


10.2	Income tax recorded directly in equity and/or other comprehensive income
10.3	Uncertain tax positions
10.4	Deferred tax assets and liabilities
10.5	Tax losses, tax credits and other tax benefits carried forward
NOTE 11: EQUITY
11.1	Share details
11.2	Equity instruments and hybrid instruments
11.3	Earnings per common share
11.4	Dividends
11.5	Non-controlling interests
NOTE 12: RELATED PARTIES
12.1	Sales and trade receivables
12.2	Purchases and trade payables
NOTE 13: PRINCIPAL ACCOUNTANT FEES AND SERVICES 12.3	Other transactions with related parties

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

283

NOTE 1: ACCOUNTING PRINCIPLES

ArcelorMittal (“ArcelorMittal” or the “Company”), together with its

subsidiaries, owns and operates steel manufacturing and mining

facilities in Europe, North and South America, Asia and Africa.

Collectively, these subsidiaries and facilities are referred to in

the consolidated financial statements as the “operating

subsidiaries”. These consolidated financial statements were

authorized for issuance on March 8, 2023 by the Company’s

Board of Directors.

1.1 Basis of presentation

The consolidated financial statements have been prepared on a

historical cost basis, except for equity instruments and certain

trade receivables at fair value through other comprehensive

income ("FVOCI"), financial assets at fair value through profit or

loss ("FVTPL"), derivative financial instruments and biological

assets, which are measured at fair value less cost to sell,

inventories, which are measured at the lower of net realizable

value or cost, and the financial statements of the Company’s

Venezuelan tubular production facilities Industrias Unicon CA

(“Unicon”) and the Company's Argentinian operation Acindar

Industria Argentina de Aceros S.A. ("Acindar"), for which

hyperinflationary accounting is applied (see note 2.2.2). The

consolidated financial statements have been prepared in

accordance with International Financial Reporting Standards

(“IFRS”) as issued by the International Accounting Standards

Board (“IASB”) and as adopted by the European Union and are

presented in U.S. dollar with all amounts rounded to the nearest

million, except for share and per share data.

As from April 1, 2021, ArcelorMittal implemented changes to its

organizational structure whereby primary responsibility for

captive mining operations whose output is mainly consumed by

their respective steel segments has been transferred to such

segments. The Mining segment retains primary responsibility for

the operation of the seaborne oriented operations at

ArcelorMittal Mining Canada G.P. and ArcelorMittal

Infrastructure Canada G.P. ("AMMC") and ArcelorMittal Liberia

Limited, and continues to provide technical support to all mining

operations within the Company. Accordingly, the Company

modified the structure of its segment information in order to

reflect changes in its approach to managing its operations and

segment disclosures have been recast to reflect this new

segmentation in conformity with IFRS. Only the seaborne-

oriented operations of AMMC and ArcelorMittal Liberia Limited

are reported within the Mining segment. The results of all other

mines are henceforth accounted for within the steel segment

that they primarily supply.

1.2 Use of judgment and estimates

The preparation of consolidated financial statements in

conformity with IFRS recognition and measurement principles

and, in particular, making the critical accounting judgments

requires the use of estimates and assumptions that affect the

reported amounts of assets, liabilities, revenues and expenses.

Management reviews its estimates on an ongoing basis using

currently available information. Changes in facts and

circumstances or obtaining new information or more experience

may result in revised estimates, and actual results could differ

from those estimates.

The following summary provides further information about the

Company’s critical accounting policies under which significant

judgments, estimates and assumptions are made. It should be

read in conjunction with the notes mentioned in the summary:

Deferred tax assets (note 10.4): The Company assesses the

recoverability of deferred tax assets based on future taxable

income projections, which are inherently uncertain and may be

subject to changes over time. Judgment is required to assess

the impact of such changes on the measurement of these

assets and the time frame for their utilization. In addition, the

Company applies judgment to recognize income tax liabilities

when they are probable and can be reasonably estimated

depending on the interpretation, which may be uncertain, of

applicable tax laws and regulations. ArcelorMittal periodically

reviews its estimates to reflect changes in facts and

circumstances.

Provisions for pensions and other post-employment benefits

(note 8.2): Benefit obligations and plan assets can be subject to

significant volatility, in particular due to changes in market

conditions and actuarial assumptions. Such assumptions differ

by plan, take local conditions into account and include discount

rates, expected rates of compensation increases, health care

cost trend rates, mortality and retirement rates. They are

determined following a formal process involving the Company's

expertise and independent actuaries. Assumptions are reviewed

annually and adjusted following actuarial and experience

changes.

Provisions (note 9): Provisions, which result from legal or

constructive obligations arising as a result of past events, are

recognized based on the Company's, and in certain instances,

third-party's best estimate of costs when the obligation arises.

They are reviewed periodically to take into consideration

changes in laws and regulations and underlying facts and

circumstances.

Impairment of tangible and intangible assets, including goodwill

(note 5.3): In order to assess the recoverable amount of tangible

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

284

and intangible assets at cash-generating unit ("CGU") level and

of goodwill at group of cash-generating unit ("GCGU") level, the

Company mainly determines their value in use on the basis of

the present value of cash flow projections. The estimates,

judgments and assumptions applied for the value in use

calculations relate primarily to growth rates, expected changes

to average selling prices, shipments and direct costs.

Assumptions for average selling prices and shipments are

based on historical experience and expectations of future

changes in the market. When determining value in use,

management also applies judgement when assessing whether

cash flows expected to arise to achieve sustainability and

decarbonization targets are deemed to maintain the same level

of economic benefits or whether they improve or enhance the

asset's performance. Discount rates are reviewed annually.

Business combinations (note 2.2.3): Assets acquired and

liabilities assumed as part of a business combination are

recorded at their acquisition-date fair values. Similarly,

consideration including consideration receivable and contingent

consideration is measured at fair value. In connection with each

of its acquisitions, the Company undertakes a process to identify

all assets and liabilities acquired, including intangible assets.

Determining the fair value of identifiable assets and liabilities

requires the use of valuation techniques which may include

judgment and estimates and which may affect the allocation of

the amount of consideration paid to the assets and liabilities

acquired and goodwill or gain from a bargain purchase recorded

as part of the business combination. Estimated fair values are

based on information available at acquisition date and on

expectations and assumptions that have been deemed

reasonable by management. There are several methods that

can be used to determine the fair value of assets acquired and

liabilities assumed. The "income approach" is based on the

forecast of the expected future cash flows adjusted to present

value by applying an appropriate discount rate that reflects the

risk factors associated with the cash flow streams. Some of the

more significant estimates and assumptions inherent in the

income method or other methods include the amount and timing

of projected future cash flows; the discount rate selected to

measure the risks inherent in the future cash flows (weighted

average cost of capital); the assessment of the asset's life cycle

and the competitive trends impacting the asset, including

consideration of any technical, legal, regulatory or economic

barriers to entry. The "cost approach" estimates the value of an

asset based on the current cost to reproduce of replace the

asset. Replacement cost is determined based on market data

subsequently adjusted for physical, functional and economic

obsolescence. The most common purchase accounting

adjustments relate to the following assets and liabilities:

•The fair value of identifiable intangible assets

(generally patents, customer relationships, technology,

brand or favorable contracts) is estimated based on the

above-mentioned income approach;

•Property, plant and equipment is recorded at market

value, or, if not available, depreciated replacement

cost;

•The fair value of pension and other post-employment

benefits is determined separately for each plan using

actuarial assumptions valid as of the acquisition date

relating to the population of employees involved and

the fair value of plan assets.

•Inventories are estimated based on expected selling

prices at the date of acquisition reduced by an estimate

of selling expenses and a normal profit margin.

•Adjustments to deferred tax assets and liabilities of the

acquiree are recorded to reflect the deferred tax effects

of the fair value adjustments relating to identifiable

assets and liabilities other than goodwill.

Determining the estimated residual useful lives of tangible and

intangible assets acquired requires judgement and certain

intangible assets may be considered to have indefinite useful

lives.

Financial instruments (note 6.1.5) and financial amounts

receivable (note 4.5 and 4.6): Certain of the Company's financial

instruments are classified as Level 3 as they include

unobservable inputs. In particular, the Company uses estimates

to compute unobservable historical volatility based on

movements of stock market prices for the fair valuation of the

call option on the 1,000 mandatory convertible bonds.

Mineral reserve and resource estimates (note 5.2): Proven iron

ore and coal reserves are those quantities whose recoverability

can be determined with reasonable certainty from a given date

forward and under existing government regulations, economic

and operating conditions; probable reserves have a lower

degree of assurance but high enough to assume continuity

between points of observation. Mineral resource estimates

constitute the part of a mineral deposit that have the potential to

be economically and legally extracted or produced at the time of

the resource determination. The potential for economic viability

is established through qualitative evaluation of relevant technical

and economic factors likely to influence the prospect of

economic extraction. A measured mineral resource is that part of

a mineral resource for which quantity, grade or quality, densities,

shape, and physical characteristics are so well established that

they can be estimated with confidence sufficient to allow the

appropriate application of technical and economic parameters,

to support production planning and evaluation of the economic

viability of the deposit. The estimate is based on detailed and

reliable exploration, sampling and testing information gathered

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

285

through appropriate techniques from locations such as outcrops,

trenches, pits, workings and drill holes that are spaced closely

enough to confirm both geological and grade continuity. An

indicated mineral resource is that part of a mineral resource for

which quantity, grade or quality, densities, shape and physical

characteristics, can be estimated with a level of confidence

sufficient to allow the appropriate application of technical and

economic parameters, to support mine planning and evaluation

of the economic viability of the deposit. The estimate is based

on detailed and reliable exploration sampling and testing

information gathered through appropriate techniques from

locations such as outcrops, trenches, pits, workings and drill

holes that are spaced closely enough for geological and grade

continuity to be reasonably assumed. An inferred mineral

resource is that part of a mineral resource for which quantity and

grade or quality can be estimated on the basis of geological

evidence and limited sampling, and reasonably assumed but not

verified geological and grade continuity. The estimate is based

on limited information and sampling gathered through

appropriate techniques from locations such as outcrops,

trenches, pits, workings and drill holes. Estimates of mineral

reserves and resources and the estimates of mine life have

been prepared by ArcelorMittal experienced engineers and

geologists and detailed independent verifications of the methods

and procedures are conducted on a regular basis by external

consultants. Reserves and resources are updated annually and

calculated using a reference price duly adjusted for quality, ore

content, logistics and other considerations. In order to estimate

reserves and resources, estimates are required for a range of

geological, technical and economic factors, including quantities,

grades, production techniques, recovery rates, production costs,

transport costs, commodity demand, commodity prices and

exchange rates. Estimating the quantity and/or grade of

reserves and resources requires the size, shape and depth of

ore bodies to be determined by analyzing geological data such

as drilling samples. This process may require complex and

difficult geological judgments to interpret the data. Because the

economic assumptions used to estimate reserves and resources

change from period to period, and because additional geological

data is generated during the course of operations, estimates of

reserves and resources may change from period to period.

Judgements and estimates made in assessing the impact of

climate change and the transition to a low carbon economy

The Company continues to develop its assessment of the

potential impacts of climate change and the transition to a low

carbon economy and has considered such impacts when

preparing its consolidated financial statements. ArcelorMittal's

decarbonization strategy aims to achieve carbon neutrality by

2050 in line with the United Nations' Paris agreement. By 2030,

the Company is targeting a 25% reduction in its CO2 emissions

intensity across its global steel and mining operations, with an

increased European target of 35%. Both targets cover both

scope 1 and 2. The decarbonization strategy involves switching

where applicable from the BF-BOF ("Blast Furnace-Basic

Oxygen Furnace") to low-carbon steelmaking technologies

through the DRI-EAF ("Direct Reduced Iron-Electric Arc

Furnace"). It also includes Smart Carbon, which comprises bio-

energy and carbon capture utilization and storage ("CCUS") and

requires availability of stable renewable energy infrastructures

(electricity, hydrogen) at competitive prices and a fair

competitive landscape that accounts for the global nature of the

steel market, ensuring domestic production, import and exports

are subject to equivalent greenhouse gas ("GHG") reduction

regulations. ArcelorMittal's decarbonization strategy in each part

of the world where the Company operates is now based on the

same assumptions in terms of green hydrogen cost, CCUS or

introduction of climate-friendly policies. In some countries,

particularly in the EU and Canada, the Company sees sufficient

policy incentives to enable it to ‘Accelerate’ its decarbonization

plans. On February 17, 2023, the European Commission

approved, under EU state aid rules, a €460 million Spanish

measure to support ArcelorMittal España in construction of the

new DRI installation in Gijón. Where these conditions do not yet

exist, ArcelorMittal will continue to make improvements to ‘Move’

but it is difficult to ‘Accelerate’ without becoming uncompetitive

in that market. Assumptions in respect of climate change and

the transition to a low carbon economy may impact the

Company’s significant judgements and key estimates and result

in material changes to financial results and the carrying values

of certain assets and liabilities in future reporting periods.

•Property, plant and equipment: Considering the expected

date of retirement of some assets in particular certain blast

furnaces, basic oxygen furnaces, sinter plants and coke

plants following investments in low-carbon steelmaking

technologies, the Company decreased estimates of residual

useful lives of such items of property, plant and equipment

for its flat carbon operations in the EU and in Canada.

•Impairment of tangible and intangible assets, including

goodwill: Value in use calculations relating to flat carbon

operations in the EU and in Canada include the impact of

decarbonization; accordingly the Company developed

assumptions in determining related capital expenditures

which reflect announced commitments and initiatives in

place, operating costs including commodity prices and

carbon emission costs on the basis of historical experience

and expectations of future changes. This requires to assess

the future development in supply, technology change,

production changes and other important factors. These

assumptions may change, which could result in significant

changes to value in use calculations in future periods and

affects impairment assessments.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

286

•Decommissioning costs: Over the next ten years, the

retirement of certain above-mentioned assets in the context

of the transition to low-carbon steelmaking infrastructures

may lead to certain decommissioning costs. The Company

considered such costs in its value in use calculations but it

has not recognized decommissioning provisions related to

decarbonization as the obligating event has not occurred

yet. Decommissioning cost estimates are based on the

known regulatory and external environment. These cost

estimates may change in the future including as a result of

the transition to a lower carbon economy.

Situation in Ukraine and collateral consequences

The Company's operations in Ukraine consist of a steel plant,

which produced 1.2 million tonnes of steel in 2022 (4.9 million

tonnes in 2021), and (captive) mines that produced 4.9 million

tonnes of iron ore in 2022 (11.7 million tonnes in 2021); the

related property, plant and equipment had a carrying value of

0.6 billion (including impairment charge as discussed below) on

the Company’s statement of financial position at December 31,

2022 (2.3 billion at December 31, 2021). In 2022, the

Company’s Ukrainian operations (and in particular its Kryvyi Rih

steel plant) recorded 1.1 million of steel shipments (4.6 million

tonnes in 2021), generating 1.4 billion of sales (4.1 billion in

2021) including 0.4 billion of sales (0.9 billion in 2021) to

customers located in Ukraine.

Following the war outbreak on February 24, 2022, the Company

idled its Ukrainian operations on March 3, 2022 but restarted

blast furnace No.6 (one of the three blast furnaces representing

approximately 20% of Kryvyi Rih capacity) on April 11, 2022 to

resume low levels of pig iron production. Iron ore production

was approximately at 55% of capacity during the first half of

2022. During the third quarter, iron ore production was

temporarily suspended due to weaker demand and logistic

constraints but restarted in early October 2022 at approximately

25% level. ArcelorMittal continued to exercise control over its

Ukrainian operations and key production assets have not been

seriously damaged at the date of this report (as a result of the

missile strike at the plant premises on December 5, 2022 the

building of the rolling shop #2 finished goods warehouse was

partially destroyed). In addition, despite the lower level of

activity, none of the assets are held for sale or were

discontinued. In the context of the annual impairment test of

intangible assets, including goodwill, and tangible assets, the

Company revised its future cash flow projections and

considering that there is significant uncertainty about the

evolution of the geopolitical context in Ukraine and the timing

and ability for the Company to resume production to a normal

level, which resulted in a substantial increase in the discount

rate, ArcelorMittal recognized a 1,026 impairment loss of

property, plant and equipment and intangibles (see note 5.3).

The increased geopolitical risks induced by the war in Ukraine

have adversely impacted global macroeconomic conditions

leading to inflationary pressure, rising interest rates and energy

costs. As of October 1, 2022, when goodwill is tested for

impairment, discount rates applied for value in use calculations

include a higher risk-free rate as compared to October 1, 2021.

While rising energy costs have weighed on the Company's

profitability in the second half of 2022, the Company has taken

mitigating actions, as it has adapted production levels, optimized

energy consumption and has been able to announce and will

implement certain increases in steel selling prices.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

287

1.3 Accounting standards applied

1.3.1 Adoption of new IFRS standards, amendments and

interpretations applicable from January 1, 2022

On January 1, 2022, the Company adopted narrow-scope

amendments to IFRS 3, IAS 16 and IAS 37 issued by IASB on

May 14, 2020 and minor amendments as part of annual

improvements 2018-2020 to IFRS 1, IFRS 9, IFRS 16 and IAS

41. Amendments to IAS 16 "Property, Plant and Equipment" are

applied retrospectively while amendments to IFRS 3 "Business

Combinations", to IAS 37 "Provisions, Contingent Liabilities and

Contingent Assets" and the minor amendments as part of the

Annual Improvements 2018-2020 are applied prospectively.

These amendments did not have any material impact on the

consolidated financial statements of the Company.

•Amendments to IFRS 3 "Business Combinations"

updated the reference to the Conceptual Framework for

financial reporting, without changing the accounting

requirements for business combinations.

•Amendments to IAS 16 "Property, Plant and Equipment"

prohibit deducting from the cost of an item of property,

plant and equipment any proceeds from selling items

produced while bringing that asset to the location and

condition necessary for it to be capable of operating in

the manner intended by management. Instead, an entity

recognizes the proceeds from selling such items and

related cost in profit or loss.

•Amendments to IAS 37 "Provisions, Contingent Liabilities

and Contingent Assets" clarify that the cost of fulfilling a

contract comprises the costs a company includes when

assessing whether a contract will be loss-making are

costs that relate directly to the contract. Costs that relate

directly to a contract can either be incremental costs of

fulfilling that contract or an allocation of other costs that

relate directly to fulfilling the contract. The amendments

are to be applied prospectively to contracts for which the

Company has not yet fulfilled all of its obligations as of

January 1, 2022.

•Minor amendments as part of the Annual Improvements

2018-2020 to:

•IFRS 1 "First-time Adoption of International Financial

Reporting Standards" related to cumulative translation

differences for a subsidiary as a first time user.

•IFRS 9 "Financial Instruments" related to which fees an

entity includes when it applies the ‘10 per cent’ test in

assessing whether to derecognize a financial liability.

▪IFRS 16 "Leases" removing the reimbursement of

leasehold improvements by the lessor from illustrative

example 13 in order to resolve any potential confusion

regarding the treatment of lease incentives and

▪IAS 41 "Agriculture" removing the requirement for

entities to exclude taxation cash flows when measuring

the fair value of a biological asset using a present

value technique to ensure consistency with the

requirements in IFRS 13.

1.3.2 New IFRS standards, amendments and interpretations

applicable from 2023 onward

On May 18, 2017, the IASB issued IFRS 17 "Insurance

Contracts", which is designed to achieve the goal of a

consistent, principle-based accounting for insurance contracts.

IFRS 17 requires insurance liabilities to be measured at a

current fulfillment value and provides a more uniform

measurement and presentation approach for all insurance

contracts. IFRS 17 supersedes IFRS 4 "Insurance Contracts"

and related interpretations. On June 25, 2020, the IASB issued

amendments to IFRS 17, including a deferral of the effective

date to periods beginning on or after January 1, 2023. IFRS 17

should be applied retrospectively unless impracticable, with

earlier adoption permitted if both IFRS 15 "Revenue from

Contracts with Customers" and IFRS 9 "Financial Instruments"

have also been applied. On December 9, 2021, the IASB issued

a narrow-scope amendment to the transition requirements of

IFRS 17 for entities that first apply IFRS 17 and IFRS 9 at the

same time whereby an entity is permitted to present

comparative information about a financial asset as if the

classification and measurement requirements of IFRS 9 had

been applied to that financial asset before.

On February 12, 2021, the IASB issued amendments to IAS 1

and IFRS Practice Statement 2. The amendments are intended

to help preparers in deciding which accounting policies to

disclose in their financial statements and gives further clarity on

the materiality assessment of accounting policies. The

amendments are effective for annual periods beginning on or

after January 1, 2023 and are to be applied prospectively, with

early adoption permitted.

On February 12, 2021, the IASB also issued amendments to

IAS 8. The amendments clarify the distinction between a change

in accounting policies and a change in accounting estimates.

The amendments are effective for annual periods beginning on

or after January 1, 2023 and changes in accounting policies or

accounting estimates on or after the start of that period with

early adoption permitted. Changes in accounting policies are to

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

288

be applied retrospectively while changes in accounting

estimates are to be applied prospectively.

On May 7, 2021, the IASB issued amendments to IAS 12

"Income Taxes" for deferred taxes related to assets and

liabilities arising from a single transaction. The amendments

clarify how to account for deferred tax on transactions such as

leases and decommissioning obligations. The amendments are

effective for annual periods beginning on or after January 1,

2023 with early adoption permitted. The amendments are to be

applied retrospectively.

1.3.3 New IFRS standards, amendments and interpretations not

yet endorsed by the European Union

On January 23, 2020, the IASB issued narrow-scope

amendments to IAS 1 to clarify how to classify debt and other

liabilities as current or non-current. The amendments aim to

promote consistency in applying the requirements by helping

companies determine whether, in the statement of financial

position, debt and other liabilities with an uncertain settlement

date should be classified as current (due or potentially due to be

settled within one year) or non-current. The amendments

include clarifying the classification requirements for debt a

company might settle by converting it into equity. On July 15,

2020, the IASB postponed the effective date of the

amendments. The amendments are effective for annual periods

beginning on or after January 1, 2023 and are to be applied

retrospectively, with early adoption permitted.

On October 31, 2022, the IASB has issued 'Non-current

Liabilities with Covenants (Amendments to IAS 1)' to clarify how

conditions with which an entity must comply within twelve

months after the reporting period affect the classification of a

liability. The amendments are effective for annual periods

beginning on or after January 1, 2024 and are to be applied

retrospectively, with early adoption permitted.

On September 22, 2022, the IASB issued amendments to IFRS

16 "Leases" with respect to the lease liability in a sale and

leaseback transaction. The amendments require a seller-lessee

to subsequently measure lease liabilities arising from a

leaseback in a way that it does not recognize any amount of the

gain or loss that relates to the right of use it retains. The new

requirements do not prevent a seller-lessee from recognizing in

profit or loss any gain or loss relating to the partial or full

termination of a lease. The amendments are effective for annual

periods beginning on or after January 1, 2024 with early

adoption permitted. The amendments are to be applied

retrospectively.

The Company does not expect that the adoption of these

amendments will have a material impact to its consolidated

financial statements. The Company does not plan to early adopt

any amendments.

NOTE 2: SCOPE OF CONSOLIDATION

2.1 Basis of consolidation

The consolidated financial statements include the accounts of

the Company, its subsidiaries and its interests in associated

companies and joint arrangements. Subsidiaries are

consolidated from the date the Company obtains control

(ordinarily the date of acquisition) until the date control ceases.

The Company controls an entity when the Company is exposed

to or has rights to variable returns from its involvement with the

entity and has the ability to affect those returns through its

power over the entity.

Associates are those companies over which the Company has

the ability to exercise significant influence on the financial and

operating policy decisions, which it does not control. Generally,

significant influence is presumed to exist when the Company

holds more than 20% of the voting rights. Joint arrangements,

which include joint ventures and joint operations, are those over

whose activities the Company has joint control, typically under a

contractual arrangement. In joint ventures, ArcelorMittal

exercises joint control and has rights to the net assets of the

arrangement. The investment is accounted for under the equity

method and therefore recognized at cost at the date of

acquisition and subsequently adjusted for ArcelorMittal’s share

in undistributed earnings or losses since acquisition, less any

impairment incurred. Any excess of the cost of the acquisition

over the Company’s share of the net fair value of the identifiable

assets, liabilities, and contingent liabilities of the associate or

joint venture recognized at the date of acquisition is considered

as goodwill. The goodwill, if any, is included in the carrying

amount of the investment and is evaluated for impairment as

part of the investment. The consolidated statements of

operations include the Company’s share of the profit or loss of

associates and joint ventures from the date that significant

influence or joint control commences until the date significant

influence or joint control ceases, adjusted for any impairment

losses. Adjustments to the carrying amount may also be

necessary for changes in the Company’s proportionate interest

in the investee arising from changes in the investee’s equity that

have not been recognized in the investee’s profit or loss. The

Company’s share of those changes is recognized directly in the

relevant reserve within equity.

The Company assesses the recoverability of its investments

accounted for under the equity method whenever there is an

indication of impairment. In determining the value in use of its

investments, the Company estimates its share in the present

value of the projected future cash flows expected to be

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

289

generated by operations of associates and joint ventures. The

amount of any impairment is included in income (loss) from

investments in associates, joint ventures and other investments

in the consolidated statements of operations (see also note 2.6).

For investments in joint operations, in which ArcelorMittal

exercises joint control and has rights to the assets and

obligations for the liabilities relating to the arrangement, the

Company recognizes its assets, liabilities and transactions,

including its share of those incurred jointly.

Investments in other entities, over which the Company and/or its

operating subsidiaries do not have the ability to exercise

significant influence, are accounted for as investments in equity

instruments at FVOCI with any resulting gain or loss, net of

related tax effect, recognized in the consolidated statements of

other comprehensive income. Realized gains and losses from

the sale of investments in equity instruments at FVOCI are

reclassified from other comprehensive income to retained

earnings within equity upon disposal.

While there are certain limitations on the Company’s operating

and financial flexibility arising from the restrictive and financial

covenants of one of the Company’s credit facilities described in

note 6.1.2, there are no significant restrictions resulting from

borrowing agreements or regulatory requirements on the ability

of consolidated subsidiaries, associates and jointly controlled

entities to transfer funds to the parent in the form of cash

dividends to pay commitments as they come due.

Intercompany balances and transactions, including income,

expenses and dividends, are eliminated in the consolidated

financial statements. Gains and losses resulting from

intercompany transactions are also eliminated.

Non-controlling interests represent the portion of profit or loss

and net assets not held by the Company and are presented

separately in the consolidated statements of operations, in the

consolidated statements of other comprehensive income and

within equity in the consolidated statements of financial position.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

290

2.2 Investments in subsidiaries

2.2.1 List of subsidiaries

The table below provides a list of the Company’s principal operating subsidiaries at December 31, 2022. Unless otherwise stated, the

subsidiaries listed below have share capital consisting solely of ordinary shares or voting interests in the case of partnerships, which are

held directly or indirectly by the Company and the proportion of ownership interests held equals to the voting rights held by the

Company. The country of incorporation corresponds to their principal place of operations.


Name of Subsidiary	Country	% of Ownership
NAFTA
ArcelorMittal Dofasco G.P.	Canada	100.00%
ArcelorMittal México S.A. de C.V.	Mexico	100.00%
ArcelorMittal Long Products Canada G.P.	Canada	100.00%
ArcelorMittal Texas HBI LLC1	USA	80.00%
Brazil and neighboring countries ("Brazil")
ArcelorMittal Brasil S.A.	Brazil	97.08%
Acindar Industria Argentina de Aceros S.A. ("Acindar")	Argentina	100.00%
Europe
ArcelorMittal France S.A.S.	France	100.00%
ArcelorMittal Belgium N.V.	Belgium	100.00%
ArcelorMittal España S.A.	Spain	99.85%
ArcelorMittal Flat Carbon Europe S.A.	Luxembourg	100.00%
ArcelorMittal Poland S.A.	Poland	100.00%
ArcelorMittal Eisenhüttenstadt GmbH	Germany	100.00%
ArcelorMittal Bremen GmbH	Germany	100.00%
ArcelorMittal Méditerranée S.A.S.	France	100.00%
ArcelorMittal Belval & Differdange S.A.	Luxembourg	100.00%
ArcelorMittal Hamburg GmbH	Germany	100.00%
ArcelorMittal Duisburg GmbH	Germany	100.00%
ArcelorMittal International Luxembourg S.A.	Luxembourg	100.00%
Africa and Commonwealth of Independent States ("ACIS")
ArcelorMittal South Africa Ltd. ("AMSA")	South Africa	69.22%
JSC ArcelorMittal Temirtau	Kazakhstan	100.00%
PJSC ArcelorMittal Kryvyi Rih ("AM Kryvyi Rih")	Ukraine	95.13%
Mining
ArcelorMittal Mining Canada G.P. and ArcelorMittal Infrastructure Canada G.P. ("AMMC")	Canada	85.00%
ArcelorMittal Liberia Ltd2	Liberia	85.00%

1.Acquisition during the year. For more details see note 2.2.4.

2.ArcelorMittal Liberia Ltd is incorporated in Cyprus.

2.2.2 Translation of financial statements denominated in foreign

currency

The functional currency of ArcelorMittal S.A. is the U.S. dollar.

The functional currency of each of the principal operating

subsidiaries is the local currency, except for ArcelorMittal

México, AMMC, ArcelorMittal Liberia Ltd, ArcelorMittal

International Luxembourg, whose functional currency is the U.S.

dollar and ArcelorMittal Poland, whose functional currency is the

euro.

Transactions in currencies other than the functional currency of

a subsidiary are recorded at the rates of exchange prevailing at

the date of the transaction. Monetary assets and liabilities in

currencies other than the functional currency are remeasured at

the rates of exchange prevailing on the date of the consolidated

statements of financial position and the related translation gains

and losses are reported within financing costs in the

consolidated statements of operations. Non-monetary items that

are carried at cost are translated using the rate of exchange

prevailing at the date of the transaction. Non-monetary items

that are carried at fair value are translated using the exchange

rate prevailing when the fair value was determined and the

related translation gains and losses are reported in the

consolidated statements of comprehensive income.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

291

Upon consolidation, the results of operations of ArcelorMittal’s

subsidiaries, associates and joint arrangements whose

functional currency is other than the U.S. dollar are translated

into U.S. dollar at the monthly average exchange rates and

assets and liabilities are translated at the year-end exchange

rates. Translation adjustments are recognized directly in other

comprehensive income and are included in net income

(including non-controlling interests) only upon sale or liquidation

of the underlying foreign subsidiary, associate or joint

arrangement.

Since July 1, 2018, Argentina has been considered a highly

inflationary country and therefore the financial statements of the

Company's long production facilities Acindar Industria Argentina

de Aceros S.A. ("Acindar") in Argentina, using a historical cost

approach, are adjusted prospectively to reflect the changes in

the general purchasing power of the local currency before being

translated into U.S. dollar at the year-end exchange rate. The

Company used an estimated general price index (Consumer

Price Index "IPC") which changed by 94.8%, 50.3% and 36.1%

for the year ended December 31, 2022, 2021 and 2020,

respectively, for this purpose. As a result of the inflation-related

adjustments on non-monetary items, a loss of 4 and gain of 33

and 30 was recognized in net financing costs for the year ended

December 31, 2022, 2021 and 2020, respectively.

Since 2010 Venezuela has been considered a hyperinflationary

economy and therefore the financial statements of Unicon are

adjusted to reflect the changes in the general purchasing power

of the local currency before being translated into U.S. dollar. The

Company used estimated general price indices which changed

by 207%, 686% and 2,667% for the years ended December 31,

2022, 2021 and 2020, respectively, for this purpose.

2.2.3 Business combinations

Business combinations are accounted for using the acquisition

method as of the acquisition date, which is the date on which

control is transferred to ArcelorMittal. The Company controls an

entity when it is exposed to or has rights to variable returns from

its involvement with the entity and has the ability to affect those

returns through its power over the entity.

The Company measures goodwill at the acquisition date as the

total of the fair value of consideration transferred, plus the

proportionate amount of any non-controlling interest, plus the

fair value of any previously held equity interest in the acquiree, if

any, less the net recognized amount (generally at fair value) of

the identifiable assets acquired and liabilities assumed.

In a business combination in which the fair value of the

identifiable net assets acquired exceeds the cost of the acquired

business, the Company reassesses the fair value of the assets

acquired and liabilities assumed. If, after reassessment,

ArcelorMittal’s interest in the net fair value of the acquiree’s

identifiable assets, liabilities and contingent liabilities exceeds

the cost of the business combination, the excess (bargain

purchase) is recognized immediately as a reduction of cost of

sales in the consolidated statements of operations.

Any contingent consideration payable is recognized at fair value

at the acquisition date and any costs directly attributable to the

business combination are expensed as incurred.

2.2.4 Acquisitions

During 2022, among others, the Company announced or

completed the acquisition of four specialist scrap metal recyclers

as the Company continually seeks to enhance its ability to

source scrap steel, a key raw material which supports the

ArcelorMittal’s ability to reduce its carbon emissions from

steelmaking in both the electric arc furnace ("EAF") and blast

furnace routes.

On February 28, 2022, ArcelorMittal acquired John Lawrie

Metals Limited ("JLM"), a UK based leading consolidator of

ferrous scrap metal, for total consideration of £35 million (43 net

of cash acquired of 5). The Company completed its

measurement of the acquisition-date fair value of the identifiable

asset and liabilities of JLM. Revenue and net income since

acquisition date were 49 and 3, respectively. JLM is part of the

Europe reportable segment.

On May 2, 2022, ArcelorMittal completed the acquisition of

Architectural Steel Limited ("ASL"), a UK based manufacturer of

bespoke metal fabrications and flashings for building envelopes

to strengthen ArcelorMittal Downstream Solutions' construction

business within the Europe segment. Total consideration was

£36 million (39 net of cash acquired of 6). The Company

completed its measurement of the acquisition-date fair value of

the identifiable asset and liabilities of ASL. Revenue and net

income since acquisition date were 14 and 3, respectively.

On May 9, 2022, in order to strengthen the Company's plate

operations in the Europe reportable segment in selected

downstream and distribution activities, ArcelorMittal increased

its interest in the former associate Centro Servizi Metalli S.p.A.

("CSM"), a stainless plate processing business with operations

mainly in Italy and Poland, from 49.29% to 91.68% through the

acquisition of a 42.39% controlling stake for €13.5 million (7 net

of cash acquired of 7). The Company completed its

measurement of the acquisition-date fair value of the identifiable

asset and liabilities of CSM and recognized a 3 bargain

purchase gain in cost of sales. Revenue and net income since

acquisition date were 76 and 8, respectively.

On June 30, 2022, ArcelorMittal completed the acquisition of an

80% interest in voestalpine’s world-class Hot Briquetted Iron

("HBI") plant located in Corpus Christi, Texas and subsequently

renamed ArcelorMittal Texas HBI LLC ("ArcelorMittal Texas

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

292

HBI") for total consideration of 817 (805 net of cash acquired of

12) including certain post-closing adjustments. The Company

recognized acquisition-related costs of 7 in selling, general and

administrative expenses. The facility has an annual capacity of

two million tonnes of HBI, a high-quality feedstock made through

the direct reduction of iron ore which is used to produce high-

quality steel grades in an EAF, but which can also be used in

blast furnaces, resulting in lower coke consumption. HBI is a

premium, compacted form of Direct Reduced Iron ("DRI")

developed to overcome issues associated with shipping and

handling DRI. voestalpine has retained a 20% interest in the

plant with a corresponding offtake agreement with an initial ten-

year term renewable as long as voestalpine retains any interest

in ArcelorMittal Texas HBI. ArcelorMittal would own 100% of any

future development of operations. The remaining balance of

production will be delivered to third parties under existing supply

contracts, and to ArcelorMittal facilities, including to AM/NS

Calvert in Alabama, upon the commissioning of its 1.5 million

tonne EAF. Pursuant to the purchase agreement, voestalpine's

20% interest is subject to a call option exercisable by

ArcelorMittal upon termination of the offtake agreement or

failure by voestalpine to purchase the offtake volume and a put

option exercisable by voestalpine at the end of the fifth, tenth

and fifteenth year subsequently to the acquisition date. The

Company did not ascribe any value to the call option but

recognized a 177 financial liability at amortized cost measured

at the present value of the redemption amount of the written put

option based on the lower of equity value increased by an

annual contractual return and fair value. The Company

completed its measurement of the acquisition-date fair value of

the identifiable assets and liabilities of ArcelorMittal Texas HBI.

It recognized 283 (including trade receivables of 124), 949 and

11 of current assets, property, plant and equipment and

intangible assets, respectively. ArcelorMittal recognized a 97

bargain purchase gain in cost of sales as a result of i)

ArcelorMittal's agreement for voestalpine to retain a 20% non-

controlling interest ii) the above-mentioned offtake agreement

and iii) the fair value of property, plant and equipment

exceeding its carrying amount. Revenue and net loss since

acquisition date were 445 and 35, respectively. ArcelorMittal HBI

is part of the NAFTA reportable segment.

On July 1, 2022, the Company completed the combined

acquisition of three subsidiaries from environmental services

and recycling company ALBA International Recycling (ALBA

Metall Süd Rhein-Main GmbH, ALBA Electronics Recycling

GmbH and ALBA Metall Süd Franken GmbH in aggregate

"ALBA") active in ferrous and non-ferrous metal recycling in

Germany for total consideration of 65 of which €51 million (45

net of cash acquired of 9) in cash and deferred consideration of

11. Following the completion of the acquisition-date fair value of

the identifiable assets and liabilities of the three companies, the

Company recognized goodwill of 22. Revenue and net income

since acquisition date were 87 and 1, respectively. ALBA is part

of the Europe reportable segment.

On July 28, 2022, ArcelorMittal announced it has signed an

agreement with the shareholders of Companhia Siderúrgica do

Pecém ("CSP") to acquire CSP for an enterprise value of

approximately 2.2 billion. Transaction closing is expected to

occur during the first quarter of 2023 as the Company obtained

corporate and regulatory approvals, including CADE (Brazilian

anti-trust) approval. CSP is a world-class operation, producing

high-quality slab at a globally competitive cost. CSP’s state-of-

the-art steel facility in the state of Ceará in northeast Brazil was

commissioned in 2016 and produced its first slabs in June of

that year. It operates a three million tonne capacity blast furnace

and has access via conveyors to the Port of Pecém, a large

scale, deep water port located 10 kilometers from the plant.

CSP operates within Brazil’s first Export Processing Zone, and

benefits from various tax incentives including a low corporate

income tax rate. CSP is part of the Brazil reportable segment.

On December 29, 2022, ArcelorMittal announced it signed an

agreement to acquire Polish scrap metal recycling business,

Zakład Przerobu Złomu (“Złomex”). Zlomex operates scrap

yards in Krakow and Warsaw. Transaction closing, which is

subject to customary regulatory approvals is expected during

the first half of 2023.

On January 3, 2023, ArcelorMittal completed the acquisition of

Riwald Recycling ("Riwald"), a state-of-the-art ferrous scrap

metal recycling business based in the Netherlands for total

consideration of €85 million subject to certain post-closing

adjustments. Following the recent closing of the transaction, the

Company is still in the process of measuring the acquisition-date

fair value of the identifiable assets and liabilities of Riwald and

expects to complete such measurement during the first half of

2023. Riwald is part of the Europe reportable segment.

Revenue and net income attributable to the equity holders of the

parent of the Company for twelve months ended December 31,

2022 were 80,572 and 9,360, respectively, as though the

acquisition date of JLM, ASL, CSM, ALBA and ArcelorMittal

Texas HBI had been as of January 1, 2022.

On November 19, 2021, the Company completed the acquisition

of Condesa Tubos, S.L. ("Condesa"), a joint venture in which it

already held a 33% interest, through the acquisition of the

remaining 67% stake from a pool of banks for total consideration

of €31 million (25 net of cash acquired of 10). The acquisition of

Condesa strengthened ArcelorMittal's tubular operations within

the Europe segment. Following the completion of the

measurement of the acquisition-date fair value of the identifiable

assets and liabilities of Condesa, the Company recognized 92,

39 and 10 of current assets, property, plant and equipment and

other non-current assets, respectively, and a 24 bargain

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

293

purchase gain in cost of sales as ArcelorMittal's industrial

expertise was considered by the other previous shareholders.

The table below summarizes the final acquisition-date fair value of the assets acquired and liabilities assumed in 2022 and 2021:


	2022					2021
	JLM	ASL	CSM	ArcelorMittal Texas HBI	ALBA	Condesa
Current assets	10	11	68	283	34	92
Property, plant and equipment	10	14	16	949	53	39
Intangible assets	24	16	—	11	30	—
Other non-current assets	—	1	1	—	—	10
Total assets	44	42	85	1,243	117	141
Deferred tax liabilities	(8)	(6)	—	(30)	(13)	—
Other liabilities	(13)	(10)	(51)	(82)	(70)	(84)
Total liabilities	(21)	(16)	(51)	(112)	(83)	(84)
Net assets acquired	23	26	34	1,131	34	57
Consideration paid net of cash acquired	43	39	7	805	45	25
Deferred consideration	—	—	—	—	11	—
Non-controlling interests	—	—	4	229	—	—
Fair value of previously held interests at acquisition date	—	—	20	—	—	11
Remeasurement gain relating to the equity interest previously held	—	—	—	—	—	(3)
Goodwill/(bargain purchase gain)	20	13	(3)	(97)	22	(24)

2.3 Divestments and assets held for sale

Non-current assets and disposal groups that are classified as

held for sale are measured at the lower of carrying amount and

fair value less costs to sell. Assets and disposal groups are

classified as held for sale if their carrying amount will be

recovered through a sale transaction rather than through

continuing use. The non-current asset, or disposal group, is

classified as held for sale only when the sale is highly probable

and is available for immediate sale in its present condition and is

marketed for sale at a price that is reasonable in relation to its

current fair value. Assets held for sale are presented separately

in the consolidated statements of financial position and are not

depreciated. Gains (losses) on disposal of subsidiaries are

recognized in cost of sales, whereas gains (losses) on disposal

of investments accounted for under the equity method are

recognized in income (loss) from investments in associates, joint

ventures and other investments.

2.3.1. Divestments

There were no divestments in 2022.

Divestments in 2021

On March 4, 2020, ArcelorMittal executed an amendment (the

“Amendment Agreement”) to the original lease agreement with

the Ilva Commissioners with a conditional obligation to purchase

the former Ilva business units ("ArcelorMittal Italia") in an

extraordinary administration insolvency procedure. The

Amendment Agreement outlined the terms for a significant

equity investment by an Italian state-sponsored entity, thereby

forming the basis for an important new partnership between

ArcelorMittal and the Italian government, with the investment

agreement to be executed by November 30, 2020. The

Amendment Agreement also provided for a 50% reduction in the

quarterly rental payments payable by ArcelorMittal, with the

balance being due upon closing of the purchase obligation. On

December 10, 2020, the Company entered into an investment

agreement with Invitalia - Agenzia nazionale per l'attrazione

degli investimenti e lo sviluppo d'impresa S.P.A (“Invitalia”), the

party designated by the Italian government to be the

government-sponsored investor as contemplated in the

Amendment Agreement, in order to create a partnership

between Invitalia and the Company to support the completion of

the purchase obligation.

On December 14, 2020, ISP exercised its put option for

€111 million (135) to sell its share in ArcelorMittal Italia to the

Company and the liability it had recognized upon acquisition of

ArcelorMittal Italia was derecognized.

The investment agreement includes two capital increases:

•The first investment of €400 million (476) which was

completed on April 14, 2021 provided Invitalia with 50%

voting and governance rights and therefore joint control

over AM InvestCo with a 38% shareholding;

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

294

•The second investment of up to €680 million was payable

on closing of the purchase obligation, which was subject to

the satisfaction of various conditions precedent by May

2022. On May 31, 2022, following an amendment to the

investment agreement signed between ArcelorMittal and

Invitalia, the latest date for the second equity injection was

extended to May 31, 2024. At the end of December 2022,

ArcelorMittal, the Italian Government and Invitalia agreed,

among other things, to accelerate the funding originally

envisaged to occur in connection with the acquisition of

Ilva’s assets (see note 2.4.1).

Subsequently to April 14, 2021, Acciaierie d'Italia Holding

(formerly AM InvestCo) operates independently and as such has

its own funding plans. Its main operating subsidiary ArcelorMittal

Italia was renamed Acciaierie d'Italia. As a result of loss of

control, the Company derecognized assets (including 199 of

cash pooling receivable from the Company and subsequently

settled) and liabilities of 4,639 and 3,873, respectively, and

accounted for its 62% interest in the joint venture under the

equity method at its fair value of 1,205. The Company

recognized in cost of sales a gain of 104 including the

reclassification from other comprehensive income to the

consolidated statements of operations of foreign exchange

translation losses and other for 283. The fair value

measurement was determined using a discounted cash flow

model and Level 3 unobservable inputs.

Divestment in 2020

On December 9, 2020, the Company completed the sale of

100% of the shares of ArcelorMittal USA, ArcelorMittal Princeton

and ArcelorMittal Monessen, their subsidiaries and certain other

subsidiaries as well as the joint operations of Hibbing Taconite

Mines, Double G Coatings and I/N Tek and the joint venture I/N

Kote, together the “ArcelorMittal USA Divestment Business” to

Cleveland-Cliffs Inc. (“Cleveland-Cliffs”) for a combination of

cash and shares. ArcelorMittal retained certain intellectual

property assets and office space.

In addition, Nippon Steel Corporation ("NSC"), the co-

shareholder of I/N Tek and I/N Kote simultaneously exited from

such entities, which were transferred in full to Cleveland-Cliffs.

The consideration (net of transaction fees of 21 and estimated

working capital adjustment of 50) was 2,219 and included:

•Cash of 509 (497 net of 7 cash disposed of and 5

transaction fees paid);

•78,186,671 common shares of Cleveland-Cliffs with

value of 1,020 and representing a 16% stake in

Cleveland-Cliffs; and

•583,273 non-voting preferred shares redeemable, at

Cleveland-Cliff's option, for 58,327,300 of its common

shares with a value of 761 or an equivalent amount in

cash.

Following the settlement of the final working capital adjustment

during the second quarter of 2021, the total consideration

decreased by 4 to 2,215.

In addition, Cleveland-Cliffs assumed certain liabilities of the

ArcelorMittal USA Divestment Business, including pensions and

other post-employment benefit liabilities net of pension fund

assets with a carrying amount of 3.2 billion in ArcelorMittal's

consolidated statement of financial position upon disposal. The

resulting net gain on disposal was 1,460. The ArcelorMittal USA

Divestment Business was part of the NAFTA reportable

segment. Immediately prior to classification as held for sale as

of September 30, 2020, the Company assessed whether there

was an indication that the impairment loss recognized in 2019

may have decreased. The Company calculated the fair value

less cost of disposal using a market approach with market

multiples derived from comparable transactions, a Level 3

unobservable input. As a result, the Company reversed 660, in

cost of sales, of impairment charges of property, plant and

equipment previously recognized. The Company allocated 672

of the NAFTA segment goodwill to the disposal group based on

the relative values of the operations disposed of and the portion

of the group of cash-generating units retained.

The table below summarizes the significant divestments

completed in 2021 and 2020:


	2021	2020
	Acciaierie d'Italia	ArcelorMittal USA Divestment Business
Cash and cash equivalents	4	7
Other current assets	2,446	2,105
Intangible assets	17	12
Property, plant and equipment	1,875	3,341
Other assets	297	166
Total assets	4,639	5,631
Current liabilities	2,204	1,604
Other long-term liabilities	1,669	3,938
Total liabilities	3,873	5,542
Total net assets	766	89
% of net assets sold	100%	100%
Total net assets disposed of	766	89
ArcelorMittal retained interest 62%	1,205	—
Goodwill allocation	(52)	(672)
Consideration	—	2,219
Reclassification of foreign exchange and other	(283)	2
Gain on disposal/derecognition	104	1,460

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

295

2.4 Investments in associates and joint arrangements

The carrying amounts of the Company’s investments accounted for under the equity method were as follows:


	December 31,
Category	2022	2021
Joint ventures	6,372	6,087
Associates	3,060	2,985
Individually immaterial joint ventures and associates1	1,333	1,247
Total	10,765	10,319

1.Individually immaterial joint ventures and associates represent in aggregate less than 20% of the total carrying amount of investments in joint ventures and associates at

December 31, 2022 and 2021, and none of them have a carrying value exceeding 150 at December 31, 2022 and 2021.

2.4.1 Joint ventures

The following tables summarize the latest available financial information and reconcile it to the carrying value of each of the Company’s

material joint ventures, as well as the income statement of the Company’s material joint ventures:


	December 31, 2022
Joint Ventures	AMNS India	Acciaierie d'Italia	Calvert	VAMA	Tameh	Borçelik	Al Jubail	Total
Place of incorporation and operation 1	India	Italy	United States	China	Poland	Turkey	Saudi Arabia
Principal Activity	Integrated flat steel producer 4,5	Integrated flat steel producer6	Automotive steel finishing7	Automotive steel finishing	Energy production and supply	Manufacturing and sale of steel 2,3	Production and sale seamless line pipes and tubes
Ownership and voting rights at December 31, 2022	60.00%	62.00%	50.00%	50.00%	50.00%	50.00%	33.34%
Current assets	3,494	2,558	2,019	534	448	624	662	10,339
of which cash, cash equivalents and restricted cash	800	179	216	159	26	70	101	1,551
Non-current assets	9,680	2,765	1,764	761	436	254	1,137	16,797
Current liabilities	1,809	2,754	968	533	434	390	429	7,317
of which trade and other payables and provisions	1,567	1,844	203	388	390	333	265	4,990
Non-current liabilities	5,928	908	975	61	120	34	738	8,764
of which trade and other payables and provisions	602	153	—	—	27	34	29	845
Non-controlling interest	3	—	—	—	—	—	—	3
Net assets attributable to equity holders of the parent	5,434	1,661	1,840	701	330	454	632	11,052
Company's share of net assets	3,260	1,030	920	351	165	227	211	6,164
Adjustments for differences in accounting policies and other	144	146	(36)	—	—	(42)	(4)	208
Carrying amount in the statements of financial position	3,404	1,176	884	351	165	185	207	6,372
Revenue	7,287	4,525	4,969	1,495	1,080	1,868	918	22,142
Depreciation and amortization	(350)	(157)	(67)	(32)	(45)	(25)	(71)	(747)
Interest income	70	—	—	2	3	2	—	77
Interest expense	(162)	(34)	(36)	(5)	(16)	(22)	(43)	(318)
Income tax benefit (expense)	(273)	25	—	(37)	(13)	(55)	(8)	(361)
Income (loss) from continuing operations	323	106	102	249	57	90	29	956
Other comprehensive income (loss)	(139)	—	71	—	6	22	(1)	(41)
Total comprehensive income (loss)	184	106	173	249	63	112	28	915
Cash dividends received by the Company	—	—	65	—	13	52	—	130

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

296

1.The country of incorporation corresponds to the country of operation except for Tameh whose country of operation is also the Czech Republic.

2.Ownership interest in Borçelik was 45.33% and 50.00% based on issued shares and outstanding shares, respectively, at December 31, 2022; voting interest was 48.01%

at December 31, 2022.

3.Adjustment in Borçelik relates primarily to differences in accounting policies regarding revaluation of fixed assets.

4.Adjustments in AMNS India correspond primarily to transaction costs incurred to set up the joint venture and the fair value of the guarantee of the joint venture's debt (see

note 9.4).

5.Includes AMNS Luxembourg, AMNS India and intermediate holding entities.

6.Includes Acciaierie d'Italia summarized statement of financial position as of December 31, 2022 adjusted for the fair value adjustments at divestment date (see note 2.3.1).

7.Adjustments in Calvert primarily relate to differences in accounting policies regarding inventory valuation.


	December 31, 2021
Joint Ventures	AMNS India	Acciaierie d'Italia	Calvert	VAMA	Tameh	Borçelik	Al Jubail	Total
Place of incorporation and operation 1	India	Italy	United States	China	Poland	Turkey	Saudi Arabia
Principal Activity	Integrated flat steel producer 5,6	Integrated flat steel producer7	Automotive steel finishing8	Automotive steel finishing	Energy production and supply	Manufacturing and sale of steel 2,3,4	Production and sale seamless line pipes and tubes 9
Ownership and voting rights at December 31, 2021	60.00%	62.00%	50.00%	50.00%	50.00%	50.00%	29.23%
Current assets	5,536	3,643	2,334	293	356	983	573	13,718
of which cash and cash equivalents	1,285	92	256	56	62	155	88	1,994
Non-current assets	6,260	2,669	1,418	679	497	243	1,197	12,963
Current liabilities	764	3,313	1,162	466	376	723	533	7,337
of which trade and other payables and provisions	620	2,840	202	272	330	581	120	4,965
Non-current liabilities	5,770	1,365	790	8	169	56	640	8,798
of which trade and other payables and provisions	331	1,342	—	—	24	44	45	1,786
Net assets	5,262	1,634	1,800	498	308	447	597	10,546
Company's share of net assets	3,157	1,013	900	249	154	224	175	5,872
Adjustments for differences in accounting policies and other	148	146	(34)	—	—	(29)	(16)	215
Carrying amount in the statements of financial position	3,305	1,159	866	249	154	195	159	6,087
Revenue	7,226	3,291	4,808	1,452	721	1,791	334	19,623
Depreciation and amortization	(378)	(119)	(65)	(34)	(34)	(24)	(42)	(696)
Interest income	53	—	—	3	—	1	—	57
Interest expense	(139)	(12)	(28)	(7)	(6)	(18)	(27)	(237)
Income tax benefit (expense)	(71)	211	—	(12)	(4)	(65)	—	59
Income / (loss) from continuing operations	1,436	393	861	95	18	105	(85)	2,823
Other comprehensive income (loss)	818	—	9	—	8	9	—	844
Total comprehensive income (loss)	2,254	393	870	95	26	114	(85)	3,667
Cash dividends received by the Company	—	—	50	—	10	13	—	73

1.The country of incorporation corresponds to the country of operation except for Tameh whose country of operation is also the Czech Republic.

2.Ownership interest in Borçelik was 45.33% and 50.00% based on issued shares and outstanding shares, respectively, at December 31, 2021; voting interest was 48.01%

at December 31, 2021.

3.The non-current liabilities include 39 deferred tax liability.

4.Adjustment in Borçelik relates primarily to differences in accounting policies regarding revaluation of fixed assets.

5.Adjustments in AMNS India correspond primarily to transaction costs incurred to set up the joint venture and the fair value of the guarantee of the joint venture's debt (see

note 9.4).

6.Includes AMNS Luxembourg, AMNS India and intermediate holding entities.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

297

7.Includes Acciaierie d'Italia summarized statement of financial position as of December 31, 2021 adjusted for the fair value adjustments at divestment date (see note 2.3.1).

The summarized statement of comprehensive income presents results of Acciaierie d'Italia for the period from April 14, 2021 to December 31, 2021.

8.Adjustments in Calvert primarily relate to differences in accounting policies regarding inventory valuation.

9.The summarized statement of comprehensive income presents results for full year 2021 including Jubail Energy Services Company ("JESCO") results after July 31, 2021.


		December 31, 2020
Joint Ventures	AMNS India	Calvert	VAMA	Tameh	Borçelik	Total
Place of incorporation and operation1	India	United States	China	Poland	Turkey
Principal Activity	Integrated flat steel producer 5,6	Automotive steel finishing	Automotive steel finishing	Energy production and supply	Manufacturing and sale of steel 2,3,4
Ownership and voting rights at December 31, 2020	60.00%	50.00%	50.00%	50.00%	50.00%
Current assets	3,528	1,236	252	175	510	5,701
of which cash and cash equivalents	1,137	53	77	43	82	1,392
Non-current assets	5,745	1,261	669	570	257	8,502
Current liabilities	657	805	511	180	283	2,436
of which trade and other payables and provisions	524	138	232	132	271	1,297
Non-current liabilities	5,604	662	23	226	127	6,642
of which trade and other payables and provisions	67	—	—	26	47	140
Net assets	3,012	1,030	387	339	357	5,125
Company's share of net assets	1,807	515	194	170	179	2,865
Adjustments for differences in accounting policies and other	149	24	—	—	(32)	141
Carrying amount in the statements of financial position	1,956	539	194	170	147	3,006
Revenue	3,992	2,693	1,001	420	1,055	9,161
Depreciation and amortization	(371)	(61)	(41)	(48)	(24)	(545)
Interest income	43	—	1	—	1	45
Interest expense	(135)	(33)	(16)	(8)	(12)	(204)
Income tax benefit (expense)	318	—	(6)	(2)	(17)	293
Income / (loss) from continuing operations	472	9	47	7	29	564
Other comprehensive income (loss)	(98)	—	—	6	(4)	(96)
Total comprehensive income (loss)	374	9	47	13	25	468
Cash dividends received by the Company	—	58	—	—	9	67

1.The country of incorporation corresponds to the country of operation except for Tameh whose country of operation is also the Czech Republic.

2.Ownership interest in Borçelik was 45.33% and 50.00% based on issued shares and outstanding shares, respectively, at December 31, 2020; voting interest was 48.01%

at December 31, 2020.

3.The non-current liabilities include 39 deferred tax liability.

4.Adjustment in Borçelik relates primarily to differences in accounting policies regarding revaluation of fixed assets.

5.Adjustments in AMNS India correspond primarily to transaction costs incurred to set up the joint venture and the fair value of the guarantee of the joint venture's debt (see

note 9.4).

6.Includes AMNS Luxembourg, AMNS India and intermediate holding entities.

AMNS India

AMNS India is an integrated flat carbon steel manufacturer -

from iron ore to ready-to-market products with an achievable

crude steel capacity of 8.8 million tonnes per annum. Its

manufacturing facilities comprise iron making, steelmaking and

downstream facilities spread across India.

In 2019, ArcelorMittal and Nippon Steel Corporation ("NSC"),

Japan’s largest steel producer and the third largest steel

producer in the world, created a joint venture to own and

operate AMNS India with ArcelorMittal holding a 60% interest

and NSC holding 40%. Through the agreement, both

ArcelorMittal and NSC are guaranteed equal board

representation and participation in all significant financial and

operating decisions. The Company has therefore determined

that it does not control the entity, even though it holds 60% of

the voting rights. AMNS Luxembourg Holding S.A. ("AMNS

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

298

Luxembourg") is the parent company of the joint venture.

ArcelorMittal's 60% interest is accounted for under the equity

method.

AMNS India’s main steel manufacturing facility is located at

Hazira, Gujarat in western India. It also has:

–two iron ore beneficiation plants close to the mines in

Kirandul and Dabuna, with slurry pipelines that then

transport the beneficiated iron ore slurry to the pellet

plants in the Kirandul-Vizag and Dabuna-Paradeep

systems;

–a downstream facility in Pune (including a pickling line,

a cold rolling mill, a galvanizing mill, a color coating mill

and a batch annealing plant); and

–six service centers in the industrial clusters of Hazira,

Indore, Bahadurgarh, Chennai, Kolkata and Pune. It

has a complete range of flat rolled steel products,

including value added products, and significant iron ore

pellet capacity with two main pellet plant systems in

Kirandul-Vizag and Dabuna-Paradeep, which have the

potential for expansion. Its facilities are located close

to ports with deep draft for movement of raw materials

and finished goods.

The Resolution Plan which was approved for the acquisition of

AMNS India includes a capital expenditure plan of 2.6 billion to

be implemented in two stages over six years.

On February 13, 2020 and pursuant to the follow-on funding

requirement in accordance with the joint venture formation

agreement, AMNS Luxembourg completed an equity injection

into AMNS India of 840 mainly through a 475 drawn under the 7

billion bridge term facility agreement guaranteed by ArcelorMittal

and a 325 shareholder loan from NSC.

On March 16, 2020, AMNS Luxembourg entered into a 5.1

billion ten-year term loan agreement with various Japanese

banks which is guaranteed by ArcelorMittal and NSC in

proportion to their interests in the joint venture. The proceeds of

the loan were used on March 27, 2020 to refinance in full the

amounts borrowed by the Company in connection with the

acquisition of AMNS India, including the amounts borrowed

under the 7 billion bridge term facility agreement.

On November 10, 2022, following the approval of the resolution

plan by the National Company Law Tribunal ("NCLT") on

October 14, 2022, AMNS India completed the acquisition of

Uttam Galva Steels Limited subsequently renamed AMNS

Khopoli Limited ("AMNSK"), a downstream steel manufacturer in

Maharashtra, for which it had made payments to the financial

creditors of AMNSK in 2018 and 2019.

On August 26, 2022, AMNS India announced a definitive

agreement with Essar Group to acquire, port, power plants and

other logistics and infrastructure assets in India for a net value

of approximately 2.4 billion. Accordingly, it completed the

acquisition of a multi-fuel power plant at Hazira on October 19,

2022 as well as a 25 million-tonne jetty at the all-weather deep

draft bulk port terminal at Hazira and a 12 million-tonne deep-

water jetty at Paradeep on November 15, 2022.

In terms of iron ore mining assets, AMNS India operates the

Thakurani mine in the Keonjhar district of Odisha, which

operates at full capacity since the first quarter of 2021 and the

Ghoraburhani-Sagasahi mine in the Sudargarh district of

Odisha, where AMNS India commenced operations in

September 2021. AMNS India has also made acquisitions of

certain ancillary assets including Odisha Slurry Pipeline

infrastructure Limited ("OSPIL") which secured an important

infrastructure asset for raw material supply to the Paradeep

pellet plant and Hazira steel plant and a captive power plant at

Paradeep in Odisha in January 2021. In September 2021,

AMNS India commissioned a 6 million tonnes per annum pellet

plant at the port city of Paradeep in Odisha. The plant doubled

production capacity at AMNS India’s Paradeep complex to 12

million tonnes, and AMNS India’s total pelletization capacity

increased to 20 million tonnes per annum.

In October 2022, AMNS India started an expansion plan

representing capital expenditures of approximately 7.4 billion to

increase production at the Hazira facility to 15 million tonnes of

rolled products by the first half of 2026. The plan includes the

construction of two blast furnaces (to start in 2025 and 2026),

the capacity increase of the existing blast furnace from 2 to 3

million tonnes per annum and it includes also a CRM2 complex

and galvanizing and annealing line, steel shop, hot strip mill and

ancillary equipment (including coke, sinter, networks, power,

gas, oxygen plant) and raw material handling.

Acciaierie d'Italia

Acciaierie d'Italia is the leading steel producer in Italy and

produces high-quality and sustainable steel to be used in a

range of vital industry sectors across the domestic steel market

such as construction, energy, automotive, home appliances,

packaging and transport and for international export. Acciaierie

d'Italia has operations across various structurally linked

operating sites including Europe’s biggest single-site integrated

steel facility in Taranto and rolling mills in Genova and Novi

Ligure. Genova is also an important hub in terms of intermodal

logistics.

On April 14, 2021, pursuant to the investment agreement signed

on December 10, 2020 forming a public-private partnership

between Invitalia and ArcelorMittal and providing Invitalia joint

control rights, ArcelorMittal recorded its 62% interest at its fair

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

299

value of 1,205 (see 2.3.1.) at the initial recognition of Acciaierie

d'Italia as equity method investment.

On May 31, 2022, Acciaierie d’Italia Holding and Ilva signed an

amendment to the Ilva lease agreement (with a conditional

purchase obligation) to, among other changes, extend the

longstop date for the fulfillment of the conditions precedent (and,

therefore, the term of the lease of the Ilva business) by two

years until May 31, 2024. In parallel, ArcelorMittal and Invitalia

signed an amendment to their investment agreement to extend

the latest date for the second equity injection to May 31, 2024 to

coincide with the latest date for the fulfillment of the conditions

precedent for the purchase of the Ilva business assets and to

reflect certain other circumstances. This amendment to the

investment agreement confirms Acciaierie d’Italia Holding’s

ownership and governance structure until May 2024. At the end

of December 2022, in order to address the financial

consequences on the Acciaierie d’Italia group of the

unprecedented spike in energy costs caused by the Ukraine

crisis, ArcelorMittal, the Italian Government and Invitalia agreed,

among other things, to accelerate the funding originally

envisaged to occur in connection with the acquisition of Ilva’s

assets, consisting in particular of €680 million from Invitalia and

€70 million from ArcelorMittal (corresponding to an equivalent

amount of receivables towards the Acciaierie d’Italia Group), in

the form of a convertible shareholder loan made available on

February 14, 2023, as a result of which, upon conversion,

Invitalia’s stake in Acciaierie d’Italia Holding will be increased to

60% and ArcelorMittal’s will reduce to 40%. The settlement of

Invitalia’s shareholder loan was completed on February 17,

2023.

The investment agreement also includes an updated industrial

plan envisaging through 2026 investment in lower-carbon

steelmaking technologies, including the construction of a

2.5 million tonne electric arc furnace ("EAF"), which is expected

to open in mid-2024, and the relining of blast furnace #5, which

is expected to start production in 2024.

VAMA

Valin ArcelorMittal Automotive Steel (“VAMA”) is a joint venture

between ArcelorMittal and Hunan Valin which produces steel for

high-end applications in the automobile industry. VAMA supplies

international automakers and first-tier suppliers as well as

Chinese car manufacturers and their supplier networks.

Calvert

AM/NS Calvert ("Calvert"), a joint venture between the

Company and NSC, is a steel processing plant in Calvert,

Alabama, United States. Calvert had a 6-year agreement to

purchase 2 million tonnes of slabs annually from ThyssenKrupp

Steel USA ("TK CSA"), an integrated steel mill complex located

in Rio de Janeiro subsequently acquired by Ternium S.A., using

a market-based price formula. The slab purchase agreement

with Ternium S.A. was terminated with last purchases concluded

in May 2021. The remaining slabs for Calvert's operations are

sourced from ArcelorMittal plants in Brazil and Mexico and from

Cleveland-Cliffs , which following its acquisition of ArcelorMittal

USA entered on December 9, 2020 into a new five-year

agreement with Calvert (with an automatic three-year extension

unless either party provides notice of intent to terminate) for 1.5

million tonnes annually for the initial term and 0.55 million

tonnes annually under the extension and which can be reduced

with a six-month notice. ArcelorMittal is principally responsible

for marketing the product on behalf of the joint venture. Calvert

serves the automotive, construction, pipe and tube, service

center and appliance/ HVAC industries.

Calvert plans to invest in an on-site steelmaking facility through

a 1.5 million tonnes capacity EAF (producing slabs for the

existing operations and replacing part of the purchased slabs).

Construction commenced in March 2021 after obtaining all

environmental permits, and the facility is expected to start in the

second half of 2023.

Tameh

Tameh is a joint venture between ArcelorMittal and Tauron

Group including four energy production facilities located in

Poland and the Czech Republic. Tameh’s objective is to ensure

energy supply to the Company’s steel plants in Poland and

external customers in the Czech Republic as well as the

utilization of steel plant gases for energy production processes.

Borçelik

Borçelik Çelik Sanayii Ticaret Anonim Şirketi ("Borçelik"),

incorporated and located in Turkey, is a joint venture between

ArcelorMittal and Borusan Holding involved in the manufacturing

and sale of cold-rolled and galvanized flat steel products.

Al Jubail

ArcelorMittal Tubular Products Al Jubail ("Al Jubail") is a state of

the art seamless tube mill in Saudi Arabia designed and built to

serve the fast growing energy producing markets of Saudi

Arabia, the Middle East, North Africa and beyond.

Al Jubail is a joint venture in which the Company owns a

33.34% interest. On July 31, 2021, Al Jubail completed the

acquisition of Jubail Energy Services Company ("JESCO"), a

leading producer of carbon steel seamless pipes in Saudi

Arabia.

The Company had outstanding shareholder loans given to Al

Jubail for 109 as of December 31, 2020. In connection with the

shareholding reorganization and completion of the acquisition of

JESCO, the Company converted its remaining 109 of

shareholders loans and 21 of other receivables into equity and

made an additional 50 cash injection to partially finance the

acquisition. Following the share conversion and capital

injections by ArcelorMittal, the Company's shareholding in Al

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

300

Jubail was diluted from 40.80% to 29.23% as of December 31,

2021. During 2022, the Company made 29 cash injection and

converted 14 other receivable into equity. Accordingly,

ArcelorMittal's shareholding increased from 29.23% to 33.34%.

2.4.2 Associates

The following table summarizes the financial information and reconciles it to the carrying amount of each of the Company’s material

associates, as well as the income statement of the Company’s material associates:


	December 31, 2022
Associates	China Oriental	DHS Group	Gonvarri Steel Industries	Baffinland 6	Total
Financial statements reporting date	June 30, 2022	September 30, 2022	September 30, 2022	December 31, 2022
Place of incorporation and operation1	Bermuda	Germany	Spain	Canada
Principal Activity	Iron and steel manufacturing	Steel manufacturing 3	Steel manufacturing 4	Extraction of iron ore 5
Ownership and voting rights at December 31, 2022	37.00%	33.43%	35.00%	25.23%
Current assets	5,081	1,827	3,400	758	11,066
Non-current assets	3,218	2,257	1,802	10,700	17,977
Current liabilities	4,134	640	2,067	770	7,611
Non-current liabilities	314	863	815	3,379	5,371
Non-controlling interests	348	115	416	—	879
Net assets attributable to equity holders of the parent	3,503	2,466	1,904	7,309	15,182
Company's share of net assets	1,296	824	666	1,844	4,630
Adjustments for differences in accounting policies and other	—	150	(43)	(1,488)	(1,381)
Other adjustments2	(56)	(183)	50	—	(189)
Carrying amount in the statements of financial position	1,240	791	673	356	3,060
Revenue	3,857	2,715	5,628	482	12,682
Income / (loss) from continuing operations	190	428	236	(136)	718
Other comprehensive income	4	18	62	—	84
Total comprehensive income (loss)	193	446	298	(136)	801
Cash dividends received by the Company	28	10	26	—	64

1.The country of incorporation corresponds to the country of operation except for China Oriental whose country of operation is China.

2.Other adjustments correspond to the difference between the carrying amount at December 31, 2022 and the net assets situation corresponding to the latest financial

statements ArcelorMittal is permitted to disclose translated with closing rates as of the reporting dates described in the table above. For the year ended December 31,

2020, the Company recognized a 211 impairment loss with respect to its investment in DHS Group.

3.The amount for DHS Group includes an adjustment to align the German GAAP financial information with the Company’s accounting policies and is mainly linked to

property, plant and equipment, inventory and pension.

4.Adjustments in Gonvarri Steel Industries primarily relate to differences in accounting policies regarding revaluation of fixed assets.

5.Adjustments in Baffinland primarily relate to differences in accounting policies regarding recognized goodwill. In September 2020, following a legal reorganization that was

not a business combination for the Company, its share of fair value remeasurement of 1.5 billion was not recognized in the carrying amount of Baffinland.

6.Following a legal reorganization in September 2020, the Company holds an indirect interest in Baffinland through Nunavut Iron Ore Inc.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

301


	December 31, 2021
Associates	China Oriental	DHS Group	Gonvarri Steel Industries	Baffinland6	Total
Financial statements reporting date	June 30, 2021	September 30, 2021	September 30, 2021	December 31, 2021
Place of incorporation and operation1	Bermuda	Germany	Spain	Canada
Principal Activity	Iron and steel manufacturing	Steel manufacturing 3	Steel manufacturing 4	Extraction of iron ore 5
Ownership and voting rights at December 31, 2021	37.00%	33.43%	35.00%	25.23%
Current assets	4,636	1,364	2,840	479	9,319
Non-current assets	2,978	2,668	1,797	10,790	18,233
Current liabilities	3,571	472	1,568	477	6,088
Non-current liabilities	533	1,107	716	3,365	5,721
Non-controlling interests	88	103	415	—	606
Net assets attributable to equity holders of the parent	3,422	2,350	1,938	7,427	15,137
Company's share of net assets	1,266	786	678	1,874	4,604
Adjustments for differences in accounting policies and other	—	55	(47)	(1,488)	(1,480)
Other adjustments2	66	(191)	(14)	—	(139)
Carrying amount in the statements of financial position	1,332	650	617	386	2,985
Revenue	3,863	2,011	4,465	676	11,015
Income / (loss) from continuing operations	250	(44)	197	(45)	358
Other comprehensive income (loss)	—	7	33	—	40
Total comprehensive income (loss)	250	(37)	230	(45)	398
Cash dividends received by the Company	36	—	17	—	53

1.The country of incorporation corresponds to the country of operation except for China Oriental whose country of operation is China.

2.Other adjustments correspond to the difference between the carrying amount at December 31, 2021 and the net assets situation corresponding to the latest financial

statements ArcelorMittal is permitted to disclose as of the reporting dates described in the table above. For the year ended December 31, 2020, the Company recognized

a 211 impairment loss with respect to its investment in DHS.

3.The amount for DHS Group includes an adjustment to align the German GAAP financial information with the Company’s accounting policies and is mainly linked to

property, plant and equipment, inventory and pension.

4.Adjustments in Gonvarri Steel Industries primarily relate to differences in accounting policies regarding revaluation of fixed assets.

5.Adjustments in Baffinland primarily relate to differences in accounting policies regarding revaluation of fixed assets and locally recognized goodwill. In September 2020,

following a legal reorganization that was not a business combination for the Company, its share of provisional fair value remeasurement of 1.5 billion was not recognized

in the carrying amount of Baffinland.

6.Following a legal reorganization in September 2020, the Company holds an indirect interest in Baffinland through Nunavut Iron Ore Inc.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

302


	December 31, 2020
Associates	China Oriental	DHS Group	Gonvarri Steel Industries	Baffinland 6	Total
Financial statements reporting date	June 30, 2020	September 30, 2020	September 30, 2020	December 31, 2020
Place of incorporation and operation1	Bermuda	Germany	Spain	Canada
Principal Activity	Iron and steel manufacturing	Steel manufacturing 3	Steel manufacturing 4	Extraction of iron ore 5
Ownership and voting rights at December 31, 2020	37.02%	33.43%	35.00%	25.23%
Current assets	3,611	1,330	2,233	538	7,712
Non-current assets	2,507	2,810	1,675	8,295	15,287
Current liabilities	2,780	364	1,087	479	4,710
Non-current liabilities	454	1,165	772	1,050	3,441
Non-controlling interests	46	112	288	1	447
Net assets attributable to equity holders of the parent	2,838	2,499	1,761	7,303	14,401
Company's share of net assets	1,050	835	616	1,843	4,344
Adjustments for differences in accounting policies and other	—	38	(49)	(1,456)	(1,467)
Other adjustments 2	112	(201)	59	—	(30)
Carrying amount in the statements of financial position	1,162	672	626	387	2,847
Revenue	2,420	1,428	3,065	772	7,685
Net income (loss)	112	(244)	86	73	27
Other comprehensive income (loss)	16	(5)	(67)	—	(56)
Total comprehensive income (loss)	128	(249)	19	73	(29)
Cash dividends received by the Company	28	—	15	—	43

1.The country of incorporation corresponds to the country of operation except for China Oriental whose country of operation is China.

2.Other adjustments correspond to the difference between the carrying amount at December 31, 2020 and the net assets situation corresponding to the latest financial

statements ArcelorMittal is permitted to disclose as of the reporting dates described in the table above. For the year ended December 31, 2020, the Company recognized

a 211 impairment loss with respect to its investment in DHS.

3.The amount for DHS Group includes an adjustment to align the German GAAP financial information with the Company’s accounting policies, and is mainly linked to

property, plant and equipment, inventory and pension.

4.Adjustments in Gonvarri Steel Industries primarily relate to differences in accounting policies regarding revaluation of fixed assets.

5.Adjustments in Baffinland primarily relate to differences in accounting policies regarding revaluation of fixed assets and locally recognized goodwill. In September 2020,

following a legal reorganization that was not a business combination for the Company, its share of provisional fair value remeasurement of 1.5 billion was not recognized

in the carrying amount of Baffinland.

6.Following a legal reorganization in September 2020, the Company holds an indirect interest in Baffinland through Nunavut Iron Ore Inc. The summarized statement of

comprehensive income presents full year result for Baffinland (direct owner and operator of Mary River project).

China Oriental

China Oriental Group Company Limited (“China Oriental”) is a

Chinese integrated iron and steel company listed on the Hong

Kong Stock Exchange (“HKEx”). The China Oriental Group has

manufacturing plants in Hebei Province and Guangdong

Province of the People’s Republic of China (the “PRC”) and

sells mainly to customers located in the PRC. The China

Oriental Group also carries out property development business

which is mainly in the PRC.

DHS Group

DHS - Dillinger Hütte Saarstahl AG (“DHS Group”), incorporated

and located in Germany, is a leading producer of heavy steel

plates, cast slag pots and semi-finished products, such as

pressings, pressure vessel heads and shell sections in Europe.

The DHS Group also includes a further rolling mill operated by

Dillinger France in Dunkirk (France).

As of December 31, 2020, as a result of lower cash flow

projections resulting from weaker market conditions partially

linked to the COVID-19 pandemic, the Company identified an

impairment trigger with respect to its investment in DHS and

recognized accordingly a 211 impairment charge. The Company

calculated the fair value of its investment in DHS using a

discounted cash flow model (using a discount rate of 7.24%), a

level 3 unobservable input.

Gonvarri Steel Industries

Holding Gonvarri SL (“Gonvarri Steel Industries”) is dedicated to

the processing of steel. The entity is a European leader in steel

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

303

service centers and renewable energy components, with strong

presence in Europe and Latin America.

Baffinland

Baffinland Iron Mines Corporation ("Baffinland") owns the Mary

River project, which has direct shipping, high grade iron ore on

Baffin Island in Nunavut (Canada).

During 2020, ArcelorMittal's shareholding in Baffinland slightly

decreased from 25.70% to 25.23% following capital calls

exclusively fulfilled by Nunavut Iron Ore Inc. (“NIO”). In

September 2020, the corporate structure was reorganized

whereby NIO became the parent company of Baffinland, and

ArcelorMittal together with The Energy and Minerals Group

("EMG") became shareholders of NIO with ArcelorMittal's share

in NIO and thus Baffinland unchanged at 25.23%.

NIO accounted for the acquisition of Baffinland as a business

combination and the acquisition-date fair value of assets and

liabilities was provisional at December 31, 2020. This legal

reorganization was not a business combination for the Company

which accordingly did not recognize its share of the fair value

measurement in the carrying amount of Baffinland.

2.4.3 Other associates and joint ventures that are not

individually material

The Company has interests in a number of other joint ventures

and associates, none of which are regarded as individually

material. The following table summarizes the financial

information of all individually immaterial joint ventures and

associates that are accounted for using the equity method:


	December 31, 2022			December 31, 2021
	Associates	Joint Ventures	Total	Associates	Joint Ventures	Total
Carrying amount of interests in associates and joint ventures	422	911	1,333	383	864	1,247
Share of:
Income from continuing operations	79	239	318	77	386	463
Other comprehensive income (loss)	2	5	7	(4)	—	(4)
Total comprehensive income (loss)	81	244	325	73	386	459

2.4.4 Impairment of associates and joint ventures

For the year ended December 31, 2020, the Company

recognized a 211 impairment loss with respect to its investment

in DHS Group. For the years ended December 31, 2022 and

2021 the Company concluded there were no impairment

triggers.

The Company is not aware of any material contingent liabilities

related to associates and joint ventures for which it is severally

liable for all or part of the liabilities of the associates, nor are

there any contingent liabilities incurred jointly with other

investors. See note 9.4 for disclosure of commitments related to

associates and joint ventures.

2.4.5 Investments in joint operations

The Company had investments in the following joint operations

as of December 31, 2022 and 2021:

Peña Colorada

Peña Colorada is an iron ore mine located in Mexico in which

ArcelorMittal holds a 50.00% interest. Peña Colorada operates

an open pit mine as well as concentrating facility and two-line

pelletizing facility. Peña Colorada is part of the NAFTA segment.

2.5 Other investments

Other investments include those investments in equity

instruments for which the Company does not have significant

influence. The Company irrevocably elected to present the

changes in fair value of such equity instruments, which are not

held for trading, in other comprehensive income, because these

investments are held as long-term strategic investments that are

not expected to be sold in the short to medium-term. Other

investments include the following:


	December 31,
	2022	2021
Erdemir	910	885
ArcelorMittal XCarb	76	83
Stalprodukt S.A.	58	77
Others	75	101
Investments in equity instruments at FVOCI	1,119	1,146

The Company’s significant investments in equity instruments at

FVOCI at December 31, 2022 and 2021 were the following:

Ereĝli Demir ve Çelik Fabrikalari T.A.S. (“Erdemir”)

Erdemir is the leading steel producer in Turkey and produces

plates, hot and cold rolled, tin chromium and zinc coated flat

steel and supplies basic inputs to automotive, white goods,

pipes and tubes, rolling, manufacturing, electrics-electronics,

mechanical engineering, energy, heating equipment,

shipbuilding, defense and packaging industries. Unrealized

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

304

gains recognized in other comprehensive income were 66 and

437 for the year ended December 31, 2022 and 2021,

respectively.

Cleveland-Cliffs

Cleveland-Cliffs was historically the largest and oldest

independent iron ore mining company in the United States and it

became the largest flat-rolled steel company and largest iron ore

pellet producer in North America in 2020 after the acquisition of

AK Steel and ArcelorMittal USA Divestment Business. It is

vertically integrated from mining through iron making,

steelmaking, rolling, finishing and downstream with hot and cold

stamping of steel parts and components. As part of the

consideration for the sale of ArcelorMittal USA Divestment

Business to Cleveland-Cliffs as described in note 2.3.1, on

December 9, 2020, ArcelorMittal received 78,186,671 common

shares with a value of 1,020 and representing a 16% stake in

Cleveland-Cliffs and 583,273 non-voting preferred shares with a

value of 761. The non-voting preferred shares are redeemable

at Cleveland-Cliff’s option for 58,327,300 of its common shares

or an equivalent amount in cash. Unrealized gains recognized in

other comprehensive income were 119 for the common shares

and 88 preferred shares for the year ended December 31, 2020.

On February 9, 2021 and June 18, 2021, ArcelorMittal

completed the sale of 40 million and 38.2 million common

shares in Cleveland-Cliffs, respectively, as part of a combined

primary and secondary public offering of Cleveland-Cliffs shares

for total net proceeds of 1,377. The accumulated gain of 357

(267 net of tax) recognized in other comprehensive income was

transferred to retained earnings. On July 28, 2021, Cleveland-

Cliffs redeemed the preferred shares and following the

completion of the review of the redemption notice, ArcelorMittal

received 1,303. The accumulated gain of 543 (411 net of tax)

recognized in other comprehensive income was transferred to

retained earnings.

ArcelorMittal’s XCarb™ innovation fund

ArcelorMittal has launched an innovation fund which will invest

up to 100 annually in groundbreaking companies developing

pioneering or breakthrough technologies which will accelerate

the steel industry's transition to carbon neutral steelmaking.

During 2022 and 2021 the Company has invested 43 and 80,

respectively, through its XCarb innovation fund of which 43 and

50, respectively, in equity instruments at FVOCI. Unrealized

gains recognized in other comprehensive income were 50 and

33 for the year ended December 31, 2022 and 2021,

respectively.

Stalprodukt S.A.

Stalprodukt S.A. is a leading manufacturer and exporter of

highly processed steel products based in Poland. Unrealized

(losses) recognized in other comprehensive income were (7)

and (12) for the year ended December 31, 2022 and 2021,

respectively. In 2022 the Company sold 117,187 shares for total

consideration of 6. The accumulated loss recognized in other

comprehensive income of 2 was transferred to retained

earnings.

In 2020 the Company sold its remaining 1.8 million shares in

Powercell Sweden AB, a leading developer and producer of fuel

cell and fuel cell systems with high-power density for the

automotive, marine and stationary segments, for total

consideration of 59. The accumulated gain recognized in other

comprehensive income of 28 was transferred to retained

earnings.

2.6 Income (loss) from investments in associates, joint

ventures and other investments

Income (loss) from investments in associates, joint ventures and

other investments consisted of the following:


	Year ended December 31,
	2022	2021	2020
Share in net earnings of equity-accounted companies	1,193	2,091	430
Impairment charges	—	—	(211)
Gain (loss) on disposal	—	16	—
Dividend income 1	124	97	15
Total	1,317	2,204	234

1.Mainly 117, 89 and 12 dividend income from Erdemir in 2022, 2021 and

2020, respectively.

For the year ended December 31, 2021, the gain on disposal

corresponded to the gain on dilution of the Company's interest

in Al Jubail (see note 2.4.1).

For the year ended December 31, 2020, impairment charges of

211 related to DHS where the carrying value of the investment

exceeded its fair value (see note 2.4.2).

NOTE 3: SEGMENT REPORTING

3.1 Reportable segments

As from April 1, 2021, ArcelorMittal implemented changes to its

organizational structure whereby primary responsibility for

captive mining operations whose output is mainly consumed by

their respective steel segments has been transferred to such

segments. The Mining segment retains primary responsibility for

the operation of the seaborne oriented operations at AMMC and

ArcelorMittal Liberia Ltd, and continues to provide technical

support to all mining operations within the Company.

Accordingly, the Company modified the structure of its segment

information in order to reflect changes in its approach to

managing its operations and segment disclosures have been

recast to reflect this new segmentation in conformity with IFRS.

Only the seaborne-oriented operations of AMMC and

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

305

ArcelorMittal Liberia Ltd are reported within the Mining segment.

The results of all other mines are henceforth accounted for

within the steel segment that they primarily supply.

The Company is organized in five operating and reportable

segments, which are components engaged in business activities

from which they earn revenues and incur expenses (including

revenues and expenses relating to transactions with other

components of the Company), for which discrete financial

information is available and whose operating results are

evaluated regularly by the chief operating decision maker

(“CODM”) to make decisions about resources to be allocated to

the segment and assess its performance. The Company's

CODM as of December 31, 2022 was the Executive Office -

comprising the Executive Chairman, Mr. Lakshmi N. Mittal and

the CEO, Mr. Aditya Mittal.

These operating segments include the attributable goodwill,

intangible assets, property, plant and equipment, and certain

equity method investments. They do not include cash and short-

term deposits, short-term investments, tax assets and other

current financial assets. Attributable liabilities are also those

resulting from the normal activities of the segment, excluding tax

liabilities and indebtedness but including post retirement

obligations where directly attributable to the segment. The

treasury function is managed centrally for the Company and is

not directly attributable to individual operating segments or

geographical areas.

ArcelorMittal’s segments are structured as follows:

•NAFTA represents the flat, long and tubular facilities of

the Company located in Canada, Mexico and the

United States (on December 9, 2020, the Company

divested ArcelorMittal USA see note 2.3.1). NAFTA

produces hot briquetted iron and flat products such as

slabs, hot-rolled coil, cold-rolled coil, coated steel and

plate. These products are sold primarily to customers

in the following sectors: automotive, energy,

construction, packaging and appliances and via

distributors or processors. NAFTA also produces long

products such as wire rod, sections, rebar, billets,

blooms and wire drawing, and tubular products. The

raw material supply of the NAFTA operations includes

sourcing from iron ore captive mines in Mexico and iron

ore and coal captive mines in the United States (until

disposal of ArcelorMittal USA on December 9, 2020 as

mentioned above) to supply the steel facilities.

•Brazil includes the flat operations of Brazil, the long

and tubular operations of Brazil and neighboring

countries including Argentina, Costa Rica and

Venezuela. Flat products include slabs, hot-rolled coil,

cold-rolled coil and coated steel. Long products consist

of wire rod, sections, bar and rebar, billets, blooms and

wire drawing. The raw material supply of the Brazil

operations includes sourcing from iron ore captive

mines in Brazil.

•Europe is the largest flat steel producer in Europe, with

operations that range from Spain in the west to

Romania in the east, and covering the flat carbon steel

product portfolio in all major countries and markets.

Europe produces hot-rolled coil, cold-rolled coil, coated

products, tinplate, plate and slab. These products are

sold primarily to customers in the automotive, general

and packaging sectors. Europe also produces long

products consisting of sections, wire rod, rebar, billets,

blooms and wire drawing, and tubular products. In

addition, it includes Downstream Solutions, primarily an

in-house trading and distribution arm of ArcelorMittal.

Downstream Solutions also provides value-added and

customized steel solutions through further steel

processing to meet specific customer requirements.

The raw material supply of Europe operations includes

sourcing from iron ore captive mines in Bosnia &

Herzegovina.

•ACIS produces a combination of flat, long and tubular

products. Its steel facilities are located in South Africa,

Ukraine and Kazakhstan. The raw material supply of

the ACIS operations includes sourcing from iron ore

captive mines in Kazakhstan and Ukraine and coal

captive mines in Kazakhstan.

•The Mining segment comprises the mines owned by

ArcelorMittal in Canada and Liberia. It provides the

Company's steel operations with high quality and low-

cost iron ore reserves and also sells mineral products

to third parties.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

306

The following table summarizes certain financial data for ArcelorMittal’s operations by reportable segments.


	NAFTA	Brazil	Europe	ACIS	Mining	Others 1	Elimination	Total
Year ended December 31, 2022
Sales to external customers	13,716	11,929	47,015	5,863	1,305	16	—	79,844
Intersegment sales 2	58	1,803	248	505	2,091	16	(4,721)	—
Operating income (loss)	2,818	2,775	4,292	(930)	1,483	(315)	149	10,272
Depreciation and amortization	(427)	(246)	(1,268)	(369)	(234)	(36)	—	(2,580)
Impairment	—	—	—	(1,026)	—	—	—	(1,026)
Capital expenditures	500	708	1,204	483	488	85	—	3,468
Year ended December 31, 2021
Sales to external customers	12,492	10,830	43,200	8,392	1,640	17	—	76,571
Intersegment sales 2	38	2,026	134	1,462	2,405	17	(6,082)	—
Operating income (loss)	2,800	3,798	5,672	2,705	2,371	(228)	(142)	16,976
Depreciation and amortization	(325)	(228)	(1,252)	(450)	(228)	(40)	—	(2,523)
Impairment reversal	—	—	218	—	—	—	—	218
Capital expenditures	369	412	1,282	619	302	24	—	3,008
Year ended December 31, 2020
Sales to external customers	13,438	5,613	27,989	5,034	1,185	11	—	53,270
Intersegment sales 2	230	723	82	703	1,600	13	(3,351)	—
Operating income (loss)	1,684	777	(1,439)	209	1,247	(268)	(100)	2,110
Depreciation and amortization	(537)	(228)	(1,418)	(492)	(243)	(42)	—	(2,960)
Impairment / reversal	660	—	(527)	—	—	—	—	133
Capital expenditures	527	217	1,040	476	140	39	—	2,439

1.Others include all other operational and non-operational items which are not segmented, such as corporate and shared services, financial activities, and shipping and

logistics.

2.Transactions between segments are reported on the same basis of accounting as transactions with third parties.

The reconciliation from operating income to net income

(including non-controlling interests) is as follows:


	Year ended December 31,
	2022	2021	2020
Operating income	10,272	16,976	2,110
Income from investments in associates and joint ventures	1,317	2,204	234
Financing costs - net	(334)	(1,155)	(1,256)
Income before taxes	11,255	18,025	1,088
Income tax expense	1,717	2,460	1,666
Net income (including non- controlling interests)	9,538	15,565	(578)

The Company does not regularly provide a measure of total

assets and liabilities for each reportable segment to the CODM.

3.2 Geographical information

Geographical information, by country or region, is separately

disclosed and represents ArcelorMittal’s most significant

regional markets. Attributed assets are operational assets

employed in each region and include items such as pension

balances that are specific to a country. Unless otherwise stated

in the table heading as a segment disclosure, these disclosures

are specific to the country or region stated. They do not include

goodwill, deferred tax assets, other investments or receivables

and other non-current financial assets. Attributed liabilities are

those arising within each region, excluding indebtedness.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

307

Sales (by destination)


	Year ended December 31,
	2022	2021	2020
Americas
United States 1	8,835	7,300	9,991
Brazil	8,715	8,204	4,396
Canada	4,188	4,282	2,537
Mexico	2,876	2,356	1,707
Argentina	1,908	1,440	679
Others	1,538	1,826	872
Total Americas	28,060	25,408	20,182
Europe
Germany	7,761	6,541	4,200
Poland	5,930	5,298	3,231
France	5,703	4,874	3,115
Spain	4,737	4,187	2,817
Italy2	4,017	5,426	3,195
Czech Republic	1,432	1,362	752
Turkey	1,231	1,508	1,075
United Kingdom	1,593	1,519	966
Belgium	2,110	1,847	1,274
Netherlands	1,774	1,623	878
Russia	996	1,583	804
Romania	461	443	335
Ukraine	464	948	515
Others	6,310	5,025	3,148
Total Europe	44,519	42,184	26,305
Asia & Africa
South Africa	2,259	2,448	1,366
Morocco	806	689	492
Egypt	120	85	103
Rest of Africa	499	1,068	619
China	765	943	1,622
Kazakhstan	625	747	425
South Korea	383	608	331
India	131	142	142
Rest of Asia	1,677	2,249	1,683
Total Asia & Africa	7,265	8,979	6,783
Total	79,844	76,571	53,270

1.On December 9, 2020, the Company completed the sale of ArcelorMittal

USA. Sales of divested operations were consolidated by ArcelorMittal until

December 9, 2020, see note 2.3.1.

2.Sales in Italy includes sales from Acciaierie d'Italia until April 14, 2021 (see

note 2.3.1).

Revenues from external customers attributed to the country of

domicile (Luxembourg) were 206, 185 and 114 for the years

ended December 31, 2022, 2021 and 2020, respectively.

Non-current assets1 per significant country:


	December 31,
	2022	2021
Americas
Canada	5,105	5,252
Brazil	4,075	3,306
United States2	1,079	117
Mexico	1,747	1,550
Argentina	404	342
Venezuela	24	31
Others	19	17
Total Americas	12,453	10,615
Europe
France	3,618	3,754
Germany	2,457	2,543
Belgium	2,534	2,616
Poland	2,302	2,312
Ukraine3	658	2,299
Spain	1,978	2,153
Luxembourg	1,998	1,476
Bosnia and Herzegovina	161	168
Romania	26	24
Czech Republic	27	28
Others	271	186
Total Europe	16,030	17,559
Asia & Africa
Kazakhstan	1,555	1,449
South Africa	567	511
Liberia	420	160
Morocco	88	97
Others	190	178
Total Asia & Africa	2,820	2,395
Unallocated assets	26,126	25,004
Total	57,429	55,573

1.Non-current assets do not include goodwill, deferred tax assets, investments

in associates and joint ventures, other investments and other non-current

financial assets (as they are not allocated to the individual countries). Such

assets are presented under the caption “Unallocated assets”.

2.United States includes ArcelorMittal Texas HBI acquired on June 30, 2022

(see note 2.2.4).

3.Ukraine includes an impairment charge related to property, plant and

equipment and intangibles with respect to ArcelorMittal Kryvyi Rih (see note

5.3).

3.3 Sales by type of products

The table below presents sales to external customers by

product type. In addition to steel produced by the Company,

amounts include material purchased for additional

transformation and sold through distribution services. Mining

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

308

products relate to the Company's own production. Others mainly

include non-steel and by-products sales, manufactured and

specialty steel products sales, shipping and other services.


	Year ended December 31,
	2022	2021	2020
Flat products	44,776	41,895	31,584
Long products	17,486	18,118	11,117
Tubular products	2,683	2,233	1,343
Mining products	1,391	1,860	1,451
Others	13,508	12,465	7,775
Total	79,844	76,571	53,270

3.4 Disaggregated revenue

Disaggregated revenue

The tables below summarize the disaggregated revenue recognized from contracts with customers:


Year ended December 31, 2022	NAFTA	Brazil	Europe	ACIS	Mining	Others	Total
Steel sales	12,796	11,133	41,804	5,061	—	—	70,794
Non-steel sales 1	491	189	2,212	373	1,274	—	4,539
By-product sales 2	97	125	1,397	173	—	—	1,792
Other sales 3	332	482	1,602	256	31	16	2,719
Total	13,716	11,929	47,015	5,863	1,305	16	79,844


Year ended December 31, 2021	NAFTA	Brazil	Europe	ACIS	Mining	Others	Total
Steel sales	12,127	10,225	38,302	7,148	—	—	67,802
Non-steel sales 1	1	202	2,240	769	1,607	—	4,819
By-product sales 2	132	111	943	171	—	—	1,357
Other sales 3	232	292	1,715	304	33	17	2,593
Total	12,492	10,830	43,200	8,392	1,640	17	76,571


Year ended December 31, 2020	NAFTA	Brazil	Europe	ACIS	Mining	Others	Total
Steel sales	12,791	5,226	25,437	4,232	—	—	47,686
Non-steel sales 1	141	108	620	452	1,154	—	2,475
By-product sales 2	83	82	553	90	—	—	808
Other sales 3	423	197	1,379	260	31	11	2,301
Total	13,438	5,613	27,989	5,034	1,185	11	53,270

1.Non-steel sales mainly relate to iron ore, coal, scrap and electricity.

2.By-product sales mainly relate to slag, waste and coke by-products.

3.Other sales are mainly comprised of shipping and other services.

NOTE 4: OPERATING DATA

4.1 Revenue

The Company’s revenue is derived from the single performance

obligation to transfer primarily steel and mining products under

arrangements in which the transfer of control of the products

and the fulfillment of the Company’s performance obligation

occur at the same time. Revenue from the sale of goods is

recognized when the Company has transferred control of the

goods to the buyer and the buyer obtains the benefits from the

goods, the potential cash flows and the amount of revenue (the

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

309

transaction price) can be measured reliably, and it is probable

that the Company will collect the consideration to which it is

entitled to in exchange for the goods.

Whether the customer has obtained control over the asset

depends on when the goods are made available to the carrier or

the buyer takes possession of the goods, depending on the

delivery terms. For the Company’s steel producing operations,

generally the criteria to recognize revenue has been met when

its products are delivered to its customers or to a carrier who will

transport the goods to its customers, this is the point in time

when the Company has completed its performance obligations.

Revenue is measured at the transaction price of the

consideration received or receivable, the amount the Company

expects to be entitled to.

Additionally, the Company identifies when goods have left its

premises, not when the customer receives the goods.

Therefore, the Company estimates, based on its historical

experience, the amount of goods in-transit when the transfer of

control occurs at the destination and defers the revenue

recognition.

The Company’s products must meet customer specifications. A

certain portion of the Company’s products are returned or have

claims filed against the sale because the products contained

quality defects or other problems. Claims may be either of the

following:

–Product Rejection - Product shipped and billed to an

end customer that did not meet previously agreed

customer specifications. Claims typically result from

physical defects in the goods, goods shipped to the

wrong location, goods produced with incorrect

specifications and goods shipped outside acceptable

time parameters.

–Consequential Damages - Damages reported by the

customer not directly related to the value of the

rejected goods (for example: customer processing cost

or mill down time, sampling, storage, sorting,

administrative cost, replacement cost, etc.).

The Company estimates the variable consideration for such

claims using the expected value method and reduces the

amount of revenue recognized.

Warranties:

The warranties and claims arise when the product fails on the

criteria mentioned above. Sales-related warranties associated

with the goods cannot be purchased separately and they serve

as an assurance that the products sold comply with agreed

specifications. Accordingly, the Company accounts for

warranties in accordance with IAS 37 "Provisions, Contingent

Liabilities and Contingent Assets" (see note 9).

Periodically, the Company enters into volume or other rebate

programs where once a certain volume or other conditions are

met, it refunds the customer some portion of the amounts

previously billed or paid. For such arrangements, the Company

only recognizes revenue for the amounts it ultimately expects to

realize from the customer. The Company estimates the variable

consideration for these programs using the most likely amount

method or the expected value method, whichever approach best

predicts the amount of the consideration based on the terms of

the contract and available information and updates its estimates

each reporting period.

The Company’s payment terms range from 30 to 90 days from

date of delivery, depending on the market and product sold. The

Company received 384 as advances from its customers which

are classified as unsatisfied performance obligations and

recognized as liabilities in line with IFRS 15. The Company

expects 100% of these unsatisfied performance obligations as

of December 31, 2022 to be recognized as revenue during 2023

as the Company’s contracts have an original expected duration

of one year or less.

The tables below summarize the movements relating to the

Company's trade receivable and other for the years ended

December 31, 2022, 2021 and 2020.


	Year ended December 31,
	2022	2021	2020
Trade accounts receivable and other - opening balance	5,143	3,072	3,569
Performance obligations satisfied	79,844	76,571	53,270
Payments received	(80,977)	(74,036)	(53,194)
Impairment of receivables (net of write backs and utilization)	—	(69)	(16)
Reclassification of the period- end receivables from /(to) held for sale and recognition (derecognition) of receivables related to business combination and divestments 1	190	182	(724)
TSR receivables retained in ArcelorMittal USA divestment 2	—	(260)	260
Foreign exchange and others	(361)	(317)	(93)
Trade accounts receivable and other - closing balance	3,839	5,143	3,072

1.2022 includes receivables acquired as part of acquisition of ArcelorMittal

Texas HBI (see note 2.2.4). 2021 and 2020 include mainly receivables from

the joint venture Acciaierie d'Italia (see note 2.3.1).

2.See note 6.1.3.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

310

4.2 Cost of sales

Cost of sales includes the following components:


	Year ended December 31,
	2022	2021	2020
Materials	51,353	42,737	34,599
Labor costs	6,721	6,886	7,690
Logistic expenses	4,096	3,931	3,474
Depreciation and amortization	2,580	2,523	2,960
Net impairment charges/ (reversal) (see note 5.3)	1,026	(218)	(133)
Gain on ArcelorMittal USA disposal 1	—	—	(1,460)
Other	1,533	1,478	2,008
Total	67,309	57,337	49,138

1. See note 2.3.1

4.3 Trade accounts receivable and other

Trade accounts receivable are initially recorded at their

transaction price and do not carry any interest. ArcelorMittal

maintains an allowance for lifetime expected credit loss at an

amount that it considers to be a reliable estimate of expected

credit losses resulting from the inability of its customers to make

required payments. In judging the adequacy of the allowance for

expected credit losses, ArcelorMittal considers multiple factors

including historical bad debt experience, the current and forward

looking economic environment and the aging of the receivables.

Recoveries of trade receivables previously reserved in the

allowance for expected credit losses are recognized as gains in

selling, general and administrative expenses.

ArcelorMittal’s policy is to record an allowance for expected

lifetime credit losses and a charge in selling, general and

administrative expense when a specific account is deemed

uncollectible. The Company concluded that a trade receivable is

in default when it is overdue by more than 180 days. Based on

historical experience and analysis, the Company concluded that

there is a risk of default as such receivables are generally not

recoverable and therefore provided for, unless the collectability

can be clearly demonstrated. Uninsured trade receivables and

the associated allowance are written off when ArcelorMittal has

exhausted its recovery efforts and enforcement options.

ArcelorMittal continuously considered the impacts on the current

economic environment in its risk of default assessment for

receivables outstanding less than 180 days. Receivables aged

31 days or older and uninsured trade receivables remain

consistent with historical levels and the Company did not identify

any expected increased risk of default.

Trade accounts receivable and allowance for lifetime expected

credit losses


	December 31,
	2022	2021
Gross amount	4,029	5,349
Allowance for lifetime expected credit losses	(190)	(206)
Total	3,839	5,143

The carrying amount of the trade accounts receivable and other

approximates their fair value. Before granting credit to any new

customer, ArcelorMittal uses an internally developed credit

scoring system to assess the potential customer’s credit quality

and to define credit limits by customer. For all significant

customers, the credit terms must be approved by the credit

committees of each reportable segment. Limits and scoring

attributed to customers are reviewed periodically. There are no

customers who represent more than 5% of the total balance of

trade accounts receivable.

Exposure to credit risk by reportable segment

The maximum exposure to credit risk for trade accounts

receivable by reportable segment is as follows:


	December 31,
	2022	2021
NAFTA	289	330
Brazil	1,127	1,308
Europe	2,011	2,959
ACIS	347	444
Mining	65	102
Total	3,839	5,143

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

311

Aging of trade accounts receivable


	December 31,			December 31,
	2022			2021
	Gross	Allowance	Total	Gross	Allowance	Total
Not past due	3,063	(17)	3,046	4,280	(30)	4,250
Overdue 1-30 days	366	(2)	364	322	(1)	321
Overdue 31-60 days	120	(1)	119	80	—	80
Overdue 61-90 days	40	—	40	121	—	121
Overdue 91-180 days	97	(2)	95	210	(2)	208
More than 180 days	343	(168)	175	336	(173)	163
Total	4,029	(190)	3,839	5,349	(206)	5,143

The movements in the allowance are calculated based on

lifetime expected credit loss model for 2022, 2021 and 2020.

The allowances in respect of trade accounts receivable during

the periods presented are as follows:


	Year ended December 31,
	2022	2021	2020
Allowance - opening balance	206	136	129
Additions	19	87	27
Write backs / utilization	(19)	(18)	(11)
Foreign exchange and others	(16)	1	(9)
Allowance - closing balance	190	206	136

The Company has established a number of programs for sales

without recourse of trade accounts receivable to various

financial institutions (referred to as true sale of receivables

(“TSR”). Through the TSR programs, certain operating

subsidiaries of ArcelorMittal surrender the control, risks and

benefits associated with the accounts receivable sold; therefore,

the amount of receivables sold is recorded as a sale of financial

assets and the balances are derecognized from the

consolidated statements of financial position at the moment of

sale. The Company classifies trade receivables subject to TSR

programs as financial assets that are held to collect or to sell

and recognizes them at FVOCI (see note 6). The fair value

measurement is determined based on the invoice amount net of

TSR expense payable, a Level 3 unobservable input. The TSR

expense is insignificant due to the rate applicable and the short

timeframe between the time of sale and the invoice due date.

Any loss allowance for these trade receivables is recognized in

OCI. As of December 31, 2022 and 2021, the total amount of

trade accounts receivables sold amounted to $5.3 billion and

$5.2 billion, respectively.

4.4 Inventories

Inventories are carried at the lower of cost or net realizable

value. Cost is determined using the average cost method. Costs

of production in process and finished goods include the

purchase costs of raw materials and conversion costs such as

direct labor and an allocation of fixed and variable production

overheads. Raw materials and spare parts are valued at cost,

inclusive of freight, shipping, handling as well as any other costs

incurred in bringing the inventories to their present location and

condition. Interest charges, if any, on purchases have been

recorded as financing costs. Costs incurred when production

levels are abnormally low are capitalized as inventories based

on normal capacity with the remaining costs incurred recorded

as a component of cost of sales in the consolidated statements

of operations.

Net realizable value represents the estimated selling price at

which the inventories can be realized in the normal course of

business after allowing for the cost of conversion from their

existing state to a finished condition and for the cost of

marketing, selling, and distribution. Net realizable value is

estimated based on the most reliable evidence available at the

time the estimates were made of being the amount that the

inventory is expected to realize, taking into account the purpose

for which the inventory is held.

Previous write-downs are reversed in case the circumstances

that previously caused inventories to be written down below cost

no longer exist.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

312

Inventories, net of allowance for slow-moving inventory, excess

of cost over net realizable value and obsolescence of 1,629 and

1,023 as of December 31, 2022 and 2021, respectively, are

comprised of the following:


	December 31,
	2022	2021
Finished products	5,906	5,743
Production in process	5,343	5,101
Raw materials	6,639	7,137
Manufacturing supplies, spare parts and other 1	2,199	1,877
Total	20,087	19,858

1.Including spare parts of 1.5 billion and 1.4 billion, and manufacturing and other

supplies of 0.7 billion and 0.5 billion as of December 31, 2022 and 2021,

respectively.

Movements in the inventory write-downs are as follows:


	Year ended December 31,
	2022	2021	2020
Inventory write-downs - opening balance	1,023	1,079	1,760
Additions 1	759	178	294
Deductions / Releases 2	(136)	(236)	(878)
Foreign exchange and others	(17)	2	(97)
Inventory write-downs - closing balance	1,629	1,023	1,079

1.Additions refer to write-downs of inventories excluding those utilized or written

back during the same financial year.

2.Deductions/releases correspond to write-backs and utilization related to the

prior periods.

4.5 Prepaid expenses and other current assets


	December 31,
	2022	2021
VAT receivables	1,144	986
Prepaid expenses and non-trade receivables	732	566
Financial amounts receivable	122	108
Income tax receivable	158	106
Receivables from public authorities	152	127
Receivables from sale of intangible, tangible and financial assets	67	48
Derivative financial instruments (notes 6.1 and 6.3)	737	2,985
CO2 emission rights	491	458
Other 1	175	183
Total	3,778	5,567

1.Other included mainly advances to employees, accrued interest and other

miscellaneous receivables.

4.6 Other assets

Other assets consisted of the following:


	December 31,
	2022	2021
Derivative financial instruments (notes 6.1 and 6.3)	835	318
Financial amounts receivable	429	411
Long-term VAT receivables	74	179
Cash guarantees and deposits	155	94
Receivables from public authorities	73	60
Accrued interest	24	29
Receivables from sale of intangible, tangible and financial assets	139	150
Income tax receivable	68	61
Other 1	124	159
Total	1,921	1,461

1.Other mainly includes assets in pension funds and other amounts receivable.

4.7 Trade accounts payable and other

Trade accounts payable are obligations to pay for goods that

have been acquired in the ordinary course of business from

suppliers. Trade accounts payable have maturities from 15 to

180 days depending on the type of material, the geographic

area in which the purchase transaction occurs and the various

contractual agreements. The carrying value of trade accounts

payable approximates fair value. The Company’s average

outstanding number of trade payable days amounted to 81 over

the last 5 years. The ability of suppliers to provide payment

terms may be dependent on their ability to obtain funding for

their own working capital needs and or their ability to early

discount their receivables at their own discretion (the Company

estimates that about 2.8 billion of trade payables were subject to

early discount by its suppliers in 2022 as compared to 2.7 billion

in 2021).

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

313

4.8 Accrued expenses and other liabilities

Accrued expenses and other liabilities were comprised of the

following:


	December 31,
	2022	2021
Accrued payroll and employee related expenses	1,415	1,545
Accrued interest and other payables	1,049	1,207
Payable from acquisition of intangible, tangible & financial assets	1,123	615
Other amounts due to public authorities	652	833
Derivative financial instruments (notes 6.1 and 6.3)	379	316
Put option liability ArcelorMittal Sul Fluminense (note 11.5.2)	179	252
Unearned revenue and accrued payables	67	63
Total	4,864	4,831

NOTE 5: GOODWILL, INTANGIBLE AND TANGIBLE ASSETS

5.1 Goodwill and intangible assets

The carrying amounts of goodwill and intangible assets are

summarized as follows:


	December 31,
	2022	2021
Goodwill on acquisitions	3,767	3,931
Concessions, patents and licenses	208	195
Customer relationships and trade marks	133	80
Emission rights1	748	167
Other	47	52
Total	4,903	4,425

1.Including 671 at December 31, 2022 delivered from forward purchases at

maturity (see note 6.1.5).

Goodwill

Goodwill arising on an acquisition is recognized as previously

described within the business combinations section in note

2.2.3. Goodwill is allocated to those groups of cash-generating

units that are expected to benefit from the business combination

in which the goodwill arose and in all cases is at the operating

segment level, which represents the lowest level at which

goodwill is monitored for internal management purposes.

Goodwill acquired in business combinations for each of the

Company’s operating segments is as follows:


	December 31, 2021	Acquisitions1	Foreign exchange differences and other movements	December 31, 2022
NAFTA	1,576	—	(36)	1,540
Brazil	1,010	—	60	1,070
Europe	499	55	(31)	523
ACIS	846	—	(212)	634
Total	3,931	55	(219)	3,767

1. See note 2.2.4


	December 31, 2020	Acquisitions	Foreign exchange differences and other movements	December 31, 2021
NAFTA	1,566	—	10	1,576
Brazil	1,069	—	(59)	1,010
Europe	540	—	(41)	499
ACIS	817	—	29	846
Total	3,992	—	(61)	3,931

Intangible assets are recognized only when it is probable that

the expected future economic benefits attributable to the assets

will accrue to the Company and the cost can be reliably

measured. Intangible assets acquired separately by

ArcelorMittal are initially recorded at cost and those acquired in

a business combination are initially recorded at fair value at the

date of the business combination. These primarily include the

cost of technology and licenses purchased from third parties

and operating authorizations granted by governments or other

public bodies (concessions). Intangible assets are amortized on

a straight-line basis over their estimated economic useful lives,

which typically do not exceed five years. Amortization is

included in the consolidated statements of operations as part of

cost of sales.

ArcelorMittal’s industrial sites which are regulated by the

European Directive 2003/87/EC of October 13, 2003 on carbon

dioxide (“CO2”) emission rights, effective as of January 1, 2005,

are located primarily in Belgium, France, Germany,

Luxembourg, Poland and Spain. In Ontario, Canada,

ArcelorMittal's operations have been subject to output based

pricing system regulations since January 1, 2019 but effective

January 1, 2022, they are regulated on carbon pricing under the

Ontario Emissions Performance System (“OEPS”). In South

Africa, a CO2 tax system was introduced in 2019.

Emission rights allocated to the Company on a no-charge basis

pursuant to the annual national allocation plan are recorded at

nil value and purchased emission rights are recorded at cost.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

314

Other intangible assets are summarized as follows:


	Concessions, patents and licenses	Customer relationships and trade marks	Other	Total
Cost
At December 31, 2020	400	1,148	180	1,728
Acquisitions1	35	—	210	245
Disposals	(6)	—	—	(6)
Foreign exchange differences	(54)	(69)	(21)	(144)
Transfers from assets held for sale	12	—	11	23
Transfers and other movements	30	2	10	42
At December 31, 2021	417	1,081	390	1,888
Acquisitions1	54	—	743	797
Acquisitions through business combination (note 2.2.4)	11	70	—	81
Disposal	—	—	(3)	(3)
Foreign exchange differences	(43)	(60)	(12)	(115)
Transfers and other movements	7	—	(128)	(121)
At December 31, 2022	446	1,091	990	2,527

Accumulated amortization and impairment losses
At December 31, 2020	210	1,058	140	1,408
Disposal	(5)	—	—	(5)
Amortization charge	50	7	33	90
Foreign exchange differences	(44)	(64)	(13)	(121)
Transfers from assets held for sale	9	—	9	18
Transfers and other movements	2	—	2	4
At December 31, 2021	222	1,001	171	1,394
Amortization charge	50	6	31	87
Impairment charge (note 5.3)	6	—	—	6
Foreign exchange differences	(33)	(50)	(7)	(90)
Transfers and other movements	(7)	1	—	(6)
At December 31, 2022	238	958	195	1,391

Carrying amount
At December 31, 2021	195	80	219	494
At December 31, 2022	208	133	795	1,136

1.Acquisitions in 'other' mainly relate to CO2 emission rights.

Research and development costs not meeting the criteria for

capitalization are expensed as incurred. These costs amounted

to 286, 270 and 245 for the years ended December 31, 2022,

2021 and 2020, respectively and were recognized in selling,

general and administrative expenses.

5.2 Property, plant and equipment and biological assets

Property, plant and equipment is recorded at cost less

accumulated depreciation and impairment. Cost includes all

related costs directly attributable to the acquisition or

construction of the asset. Except for land and assets used in

mining activities, property, plant and equipment is depreciated

using the straight-line method over the useful lives of the related

assets as presented in the table below.


Asset Category		Useful Life Range
Land		Not depreciated
Buildings		10 to 50 years
Property plant & equipment		15 to 64 years
Auxiliary facilities		15 to 60 years
Other facilities		5 to 20 years

The Company’s annual review of useful lives leverages on the

experience gained from an in-depth review performed every five

years, any significant change in the expected pattern of

consumption embodied in the asset, and the specialized

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

315

knowledge of ArcelorMittal’s network of chief technical officers.

The chief technical officer network includes engineers with

facility-specific expertise related to plant and equipment used in

the principal production units of the Company’s operations. The

most recent in-depth review took place in 2019, during which the

Company performed a review of the useful lives of its fixed

assets and determined there were no material changes to the

useful lives of property, plant and equipment. In performing this

review, the Company gathered and evaluated data, including

commissioning dates, designed capacities, maintenance

records and programs, and asset performance history, among

other attributes. In accordance with IAS 16, Property, Plant and

Equipment, the Company considered this information at the

level of components significant in relation to the total cost of the

item of plant and equipment. Other factors the Company

considered in its determination of useful lives included the

expected use of the assets, technical or commercial

obsolescence, and operational factors. In addition, the Company

considered the accumulated technical experience and

knowledge sharing programs that allowed for the exchange of

best practices within the chief technical officer network and the

deployment of these practices across the Company’s principal

production units.

Major improvements, which add to productive capacity or extend

the life of an asset, are capitalized, while repairs and

maintenance are expensed as incurred. Where a tangible fixed

asset comprises major components having different useful lives,

these components are accounted for as separate items.

Property, plant and equipment under construction is recorded as

construction in progress until it is ready for its intended use;

thereafter it is transferred to the related class of property, plant

and equipment and depreciated over its estimated useful life.

Interest incurred during construction is capitalized if the

borrowing cost is directly attributable to the construction. Gains

and losses on retirement or disposal of assets are recognized in

cost of sales.

The residual values and useful lives of property, plant and

equipment are reviewed at each reporting date and adjusted if

expectations differ from previous estimates. Depreciation

methods applied to property, plant and equipment are reviewed

at each reporting date and changed if there has been a

significant change in the expected pattern of consumption of the

future economic benefits embodied in the asset. In the context

of the 2021 annual review of useful lives and considering the

expected date of retirement of certain assets in particular blast

furnaces, basic oxygen furnaces, sinter plants and coke plants

following the implementation of the Company's decarbonization

strategy involving the construction of DRI - EAF facilities, the

Company decreased estimates of residual useful lives of such

items of property, plant and equipment for its flat carbon

operations in the EU and in Canada.

Mining assets comprise:

•Mineral rights acquired;

•Capitalized developmental stripping (as described

below in “—Stripping and overburden removal costs”).

Property, plant and equipment used in mining activities is

depreciated over its useful life or over the remaining life of the

mine, if shorter, and if there is no alternative use. For the

majority of assets used in mining activities, the economic

benefits from the asset are consumed in a pattern which is

linked to the production level and accordingly, assets used in

mining activities are primarily depreciated on a units-of-

production basis. A unit-of-production is based on the available

estimate of proven and probable reserves.

Capitalization of pre-production expenditures ceases when the

mining property is capable of commercial production as it is

intended by management. General administration costs that are

not directly attributable to a specific exploration area are

charged to the consolidated statements of operations.

Mineral Reserves and resources

Mineral Reserves are estimates of the amount of product that

can be economically and legally extracted from the Company’s

properties. Furthermore, mineral resource estimates constitute

the part of a mineral deposit that have the potential to be

economically and legally extracted or produced at the time of

the resource determination. In order to estimate mineral

reserves, estimates are required for a range of geological,

technical and economic factors, including quantities, grades,

production techniques, recovery rates, production costs,

transport costs, commodity demand, commodity prices and

exchange rates. The potential for economic viability and

estimate of mineral resources is established through high level

and conceptual engineering studies.

Estimating the quantity and/or grade of mineral reserves

requires the size, shape and depth of ore bodies to be

determined by analyzing geological data such as drilling

samples. This process may require complex and difficult

geological judgments to interpret the data. The estimation of

mineral resource is based on detailed and reliable exploration,

sampling and testing information gathered through appropriate

techniques from locations such as outcrops, trenches, pits,

workings and drill holes that are spaced closely enough to

confirm both geological and grade continuity.

Because the economic assumptions used to estimate mineral

reserves and mineral resources change from period to period,

and because additional geological data is generated during the

course of operations, estimates of mineral reserves and mineral

resources may change from period to period. Changes in

reported mineral reserves and mineral resources may affect the

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

316

Company’s financial results and financial position in a number of

ways, including the following:

•Asset carrying amounts may be affected due to

changes in estimated future cash flows.

•Depreciation, depletion and amortization charged in the

consolidated statements of operations may change

where such charges are determined by the units of

production basis, or where the useful economic lives of

assets change.

•Overburden removal costs recognized in the

consolidated statements of financial position or

charged to the consolidated statements of operations

may change due to changes in stripping ratios or the

units of production basis of depreciation.

•Decommissioning, site restoration and environmental

provisions may change where changes in estimated

reserves affect expectations about the timing or cost of

these activities.

Stripping and overburden removal costs

In open pit and underground mining operations, it is often

necessary to remove overburden and other waste materials to

access the deposit from which minerals can be extracted. This

process is referred to as stripping. Stripping costs can be

incurred before the mining production commences

(“developmental stripping”) or during the production stage

(“production stripping”).

A mine can operate several open pits that are regarded as

separate operations for the purpose of mine planning and

production. In this case, stripping costs are accounted for

separately, by reference to the ore extracted from each separate

pit. If, however, the pits are highly integrated for the purpose of

mine planning and production, stripping costs are aggregated.

The determination of whether multiple pit mines are considered

separate or integrated operations depends on each mine’s

specific circumstances. The following factors would point

towards the stripping costs for the individual pits being

accounted for separately:

•If mining of the second and subsequent pits is

conducted consecutively with that of the first pit, rather

than concurrently.

•If separate investment decisions are made to develop

each pit, rather than a single investment decision being

made at the outset.

•If the pits are operated as separate units in terms of

mine planning and the sequencing of overburden and

ore mining, rather than as an integrated unit.

•If expenditures for additional infrastructure to support

the second and subsequent pits are relatively large.

•If the pits extract ore from separate and distinct ore

bodies, rather than from a single ore body.

The relative importance of each factor is considered by local

management to determine whether the stripping costs should be

attributed to the individual pit or to the combined output from

several pits.

Developmental stripping costs contribute to the future economic

benefits of mining operations when the production begins and

so are capitalized as tangible assets (construction in progress),

whereas production stripping is a part of on-going activities and

commences when the production stage of mining operations

begins and continues throughout the life of a mine.

Capitalization of developmental stripping costs ends when the

commercial production of the minerals commences.

Production stripping costs are incurred to extract the ore in the

form of inventories and/or to improve access to an additional

component of an ore body or deeper levels of material.

Production stripping costs are accounted for as inventories to

the extent the benefit from production stripping activity is

realized in the form of inventories. Production stripping costs are

recognized as a non-current asset (“stripping activity assets”) to

the extent it is probable that future economic benefit in terms of

improved access to ore will flow to the Company, the

components of the ore body for which access has been

improved can be identified and the costs relating to the stripping

activity associated with that component can be measured

reliably.

All stripping costs assets (either stripping activity assets or

capitalized developmental stripping costs) are presented within

a specific “mining assets” class of property, plant and equipment

and then depreciated on a units-of-production basis.

Exploration and evaluation expenditure

Exploration and evaluation activities involve the search for iron

ore and coal resources, the determination of technical feasibility

and the assessment of commercial viability of an identified

resource. Exploration and evaluation activities include:

•researching and analyzing historical exploration data;

•conducting topographical, geological, geochemical and

geophysical studies;

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

317

•carrying out exploratory drilling, trenching and sampling

activities;

•drilling, trenching and sampling activities to determine

the quantity and grade of the deposit;

•examining and testing extraction methods and

metallurgical or treatment processes; and

•detailed economic feasibility evaluations to determine

whether development of the reserves is commercially

justified and to plan methods for mine development.

Exploration and evaluation expenditure is charged to the

consolidated statements of operations as incurred except in the

following circumstances, in which case the expenditure is

capitalized: (i) the exploration and evaluation activity is within an

area of interest which was previously acquired in a business

combination and measured at fair value on acquisition; or (ii)

when management has a high degree of confidence in the

project’s economic viability and it is probable that future

economic benefits will flow to the Company.

Capitalized exploration and evaluation expenditures are

generally recorded as a component of property, plant and

equipment at cost less impairment charges, unless their nature

requires them to be recorded as an intangible asset. As the

asset is not available for use, it is not depreciated and all

capitalized exploration and evaluation expenditure is monitored

for indications of impairment. To the extent that capitalized

expenditure is not expected to be recovered, it is recognized as

an expense in the consolidated statements of operations.

Cash flows associated with exploration and evaluation

expenditure are classified as operating activities when they are

related to expenses or as an investing activity when they are

related to a capitalized asset in the consolidated statements of

cash flows.

Development expenditure

Development is the establishment of access to the mineral

reserve and other preparations for commercial production.

Development activities often continue during production and

include:

•sinking shafts and underground drifts (often called

mine development);

•making permanent excavations;

•developing passageways and rooms or galleries;

•building roads and tunnels; and

•advance removal of overburden and waste rock.

Development (or construction) also includes the installation of

infrastructure (e.g., roads, utilities and housing), machinery,

equipment and facilities.

When reserves are determined and development is approved,

expenditures capitalized as exploration and evaluation are

reclassified as construction in progress and are reported as a

component of property, plant and equipment. All subsequent

development expenditures are capitalized and classified as

construction in progress. On completion of development, all

assets included in construction in progress are individually

reclassified to the appropriate category of property, plant and

equipment and depreciated accordingly.

Biological assets

Biological assets are part of the Brazil operating segment and

consist of eucalyptus forests located in the Brazilian state of

Minas Gerais exclusively from renewable plantations and

intended for the production of charcoal to be utilized as fuel and

a source of carbon in the direct reduction process of pig iron

production in some of the Company’s blast furnaces in Brazil.

Biological assets are measured at their fair value, net of

estimated costs to sell at the time of harvest. The fair value

(Level 3 in the fair value hierarchy) is determined based on the

discounted cash flow method, taking into consideration the cubic

volume of wood, segregated by plantation year, and the

equivalent sales value of standing trees. The average sales

price was estimated based on domestic market prices. In

determining the fair value of biological assets, a discounted

cash flow model was used, with a harvest cycle of 6 to 7 years.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

318

Property, plant and equipment and biological assets are summarized as follows:


	Land, buildings and Improvements	Machinery, equipment and other2	Construction in progress	Right-of-use assets	Mining Assets	Total
Cost
At December 31, 2020	10,738	36,599	3,963	1,598	3,284	56,182
Additions	16	239	2,416	313	11	2,995
Acquisitions through business combinations (note 2.2.4)	34	5	—	—	—	39
Foreign exchange differences	(910)	(3,311)	(97)	(104)	(14)	(4,436)
Disposals	(66)	(553)	(2)	—	(5)	(626)
Transfers from assets held for sale	156	827	14	2	—	999
Other movements 1	153	1,542	(1,761)	(59)	131	6
At December 31, 2021	10,121	35,348	4,533	1,750	3,407	55,159
Additions	34	220	3,533	381	33	4,201
Acquisitions through business combinations (note 2.2.4)	193	742	70	37	—	1,042
Foreign exchange differences	(811)	(3,344)	(109)	(124)	(87)	(4,475)
Disposals	(137)	(545)	(4)	—	(18)	(704)
Other movements 1	76	1,712	(2,136)	(41)	105	(284)
At December 31, 2022	9,476	34,133	5,887	2,003	3,440	54,939

Accumulated depreciation and impairment
At December 31, 2020	3,808	18,136	994	559	2,063	25,560
Depreciation charge for the year	320	1,801	—	190	122	2,433
Impairment reversal (note 5.3)	(37)	(181)	—	—	—	(218)
Disposals	(49)	(517)	—	—	(5)	(571)
Foreign exchange differences	(546)	(2,459)	(10)	(37)	(13)	(3,065)
Transfers from assets held for sale	154	804	7	—	—	965
Other movements 1	(7)	12	8	(34)	1	(20)
At December 31, 2021	3,643	17,596	999	678	2,168	25,084
Depreciation charge for the year	283	1,893	—	193	124	2,493
Impairment (note 5.3)	146	688	155	10	21	1,020
Disposals	(109)	(502)	(1)	—	(18)	(630)
Foreign exchange differences	(496)	(2,403)	(9)	(59)	(68)	(3,035)
Other movements 1	(19)	(71)	(17)	(29)	(24)	(160)
At December 31, 2022	3,448	17,201	1,127	793	2,203	24,772

Carrying amount
At December 31, 2021	6,478	17,752	3,534	1,072	1,239	30,075
At December 31, 2022	6,028	16,932	4,760	1,210	1,237	30,167

1.Other movements predominantly represent transfers from construction in progress to other categories and retirement of fully depreciated assets.

2.Machinery, equipment and other includes biological assets of 47 and 38 as of December 31, 2022 and 2021, respectively, and bearer plants of 37 and 29 as of

December 31, 2022 and 2021, respectively.

The carrying amount of temporarily idle property, plant and

equipment at December 31, 2022 and 2021 was 380 and 8

including 39 and nil in Brazil, 6 and 4 in NAFTA, 89 and 4 in the

Europe segment and 246 and nil in the ACIS segment,

respectively.

The carrying amount of property, plant and equipment retired

from active use and not classified as held for sale was nil and 11

at December 31, 2022 and 2021 respectively. Such assets are

carried at their recoverable amount.

Assets pledged as security

See note 9.4 for information about assets pledged as security by

the Company.

Capital commitments

See note 9.4 for information about contractual commitments for

acquisition of property, plant and equipment by the Company.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

319

5.3 Impairment of intangible assets, including goodwill, and

tangible assets

Net impairment charges/(reversals) were as follows:


	Year ended December 31,
Type of asset	2022	2021	2020
Intangible assets	6	—	—
Tangible assets	1,020	(218)	(133)
Total	1,026	(218)	(133)

Impairment test of goodwill

Goodwill is tested for impairment annually, as of October 1 or

whenever changes in circumstances indicate that the carrying

amount may not be recoverable, at the level of the groups of

cash-generating units (“GCGU”) which correspond to the

operating segments representing the lowest level at which

goodwill is monitored for internal management purposes.

Whenever the cash-generating units comprising the operating

segments are tested for impairment at the same time as

goodwill, the cash-generating units are tested first and any

impairment of the assets is recorded prior to the testing of

goodwill.

The recoverable amounts of the GCGUs are mainly determined

based on their value in use. The value in use of each GCGU is

determined by estimating future cash flows. The 2022

impairment test of goodwill did not include the GCGU

corresponding to the Mining segment (as from April 1, 2021,

ArcelorMittal implemented changes to its organizational

structure - see note 1.1) as goodwill allocated to this GCGU was

fully impaired in 2015. The key assumptions for the value in use

calculations are primarily the discount rates, growth rates,

expected changes to average selling prices, shipments and

direct costs during the period. Assumptions for average selling

prices and shipments are based on historical experience and

expectations of future changes in the market. In addition, with

respect to raw material price assumptions, the Company applied

a range of $70 per tonne to $110 per tonne for iron ore ($71 per

tonne to $112 per tonne in 2021) and $170 per tonne to $268

per tonne ($144 per tonne to $240 per tonne in 2021) for coking

coal. Cash flow forecasts adjusted for the risks specific to the

tested assets are derived from the most recent financial plans

approved by management for the next five years. Beyond the

specifically forecasted period, the Company extrapolates cash

flows for the remaining years based on an estimated growth rate

of 2%. This rate does not exceed the average long-term growth

rate for the relevant markets.

The Company considered its exposure to certain climate-related

risks which could affect its estimates of future cash flow

projections applied for the determination of the recoverable

amount of its GCGUs and CGUs. With the switch to electric

vehicles and the move to wind and solar power generation, the

Company sees additional opportunities as customers deepen

their understanding of embedded and lifecycle emissions of the

materials where steel compares favorably. ArcelorMittal's most

substantial climate-related policy risk is the EU Emissions

Trading scheme ("'ETS"), which applies to all its European

plants. The risk concerns the Company's primary steelmaking

plants which are exposed to this regulation and yet unprotected

against competition from imported steel. The Company is

committed to the objectives of the Paris agreement and

announced its ambition to reduce carbon emissions by 35% in

Europe and 25% group-wide by 2030 and achieve group-wide

carbon neutrality by 2050. These announced goals will require

significant long-term investments which require global level

playing field, access to abundant and affordable clean energy,

facilitating necessary energy infrastructure, access to

sustainable finance for low-emissions steelmaking and

accelerated transition to a circular economy. In addition, the

Company considered the legal obligation of carbon neutrality by

2050 effective within the EU and in Canada following adoption

of the Climate Law and the Net Zero Emission Accountability

Act, respectively. Accordingly, with respect to its flat steel

operations in the EU and in Canada, ArcelorMittal concluded

that future decarbonization capital expenditures, which

correspond essentially to the construction of DRI-EAF facilities,

are necessary to maintain the level of economic benefits

expected to arise from the assets in their current condition and

should therefore be included in the Company’s assumptions for

future cash flows of the recoverable amount of the respective

GCGUs and CGUs. At the same time, the Company is engaged

in developing in the near to medium term a range of innovative

low-emission technologies for the transition to decarbonized

steel including the Smart Carbon route and the Hydrogen-DRI

route and required investments are considered either in the

Company's future cash flow projections or in the context of joint

ventures, as an element of the Company's best estimate of

capital expenditures which are committed and/or being

implemented. The Company acknowledged that CGUs and

GCGUs applying the blast furnace basic oxygen furnace "BF-

BOF" route in other jurisdictions than the EU and Canada will

apply decarbonization at a different pace. They may also not yet

be subject to a legal obligation of carbon neutrality, as a result of

which future decarbonization capital expenditures may not be

included in their value in use calculations. Accordingly, the

Company increased risk premiums included in their discount

rates until they are able to accelerate their decarbonization

strategy to meet the 2050 carbon neutrality objective and a legal

obligation arises in the relevant jurisdiction. Additionally, the

Company’s assumptions for future cash flows include an

estimate for costs that the Company expects to incur to acquire

emission allowances, which primarily impacts the flat steel

operations in the EU and in Canada. The assumption for carbon

emission cost is based on historical experience, implementation

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

320

of decarbonization strategies to mitigate or otherwise offset such

future costs and information available of future regulatory or

operational changes. Due to economic developments,

uncertainties over the pace of transition to low-emission

technologies, political and environmental actions that will be

taken to meet the carbon reduction goals, regulatory changes

and emissions activity arising from climate-related matters, the

Company’s assumptions used in the recoverable amount

calculations, such as capital expenditure, carbon emission costs

and other assumptions are inherently uncertain and may

ultimately differ from actual amounts.

The assumptions used in the value in use calculations are

inherently uncertain and require management judgment. The

Company's process includes specific consideration given to the

most recent short, medium and long-term price forecasts and

discount rates consistent with external information, expected

production and shipment volumes and updated development

plans, operating costs and capital expenditure plans. While in

the first half of 2022, operating margins, supported by a

continuation of the buoyant market conditions in which the

Company was operating throughout 2021, benefited from a

continuing strong price environment and favorable supply

demand balance following a prolonged period of destocking, in

the second half of 2022, operating margins were significantly

lower as a result of negative price-cost effect, elevated energy

costs and lower steel shipments. Due to the non-recurrence of

the destocking effects that weighed on demand particularly in

the final months of 2022, apparent steel consumption is

expected to recover in 2023 and the Company expects growth

in steel shipments.

Management estimates discount rates using pre-tax rates that

reflect current market rates for investments of similar risk. The

rate for each CGU, including beta, cost of debt and capital

structure was estimated from the weighted average cost of

capital of producers, which operate a portfolio of assets similar

to those of the Company’s assets and CGU specific country risk

premiums were applied. GCGU weighted average pre-tax

discount rates were as follows in 2022 and 2021:


	NAFTA	Brazil	Europe	ACIS
GCGU weighted average pre-tax discount rate used in 2022 (in %)	13.3	18.7	10.6	18.4
GCGU weighted average pre-tax discount rate used in 2021 (in %)	11.3	15.6	8.6	14.7

Once recognized, impairment losses for goodwill are not

reversed.

There were no impairment charges recognized with respect to

goodwill following the Company’s impairment tests as of

October 1, 2022 and October 1, 2021. The total value in use

calculated for all GCGUs decreased overall in 2022 as

compared to 2021 primarily as a result of higher discount rates.

In validating the value in use determined for the GCGUs, the

Company performed a sensitivity analysis of key assumptions

used in the discounted cash-flow model (such as discount rates,

average steel selling prices and shipments). As of December 31,

2022, the Company believes that reasonably possible changes

in key assumptions could cause an impairment loss to be

recognized in respect of the ACIS segment.

ACIS produces a combination of flat and long products. Its

facilities are located in Africa, Ukraine and the Commonwealth

of Independent States. ACIS is significantly sufficient in raw

materials. The Company believes that sales volumes, prices

and discount rates are the key assumptions most sensitive to

change. ACIS is also exposed to export markets and

international steel prices which are volatile, reflecting the cyclical

nature of the global steel industry, developments in particular

steel consuming industries and macroeconomic trends of

emerging markets, such as economic growth. Discount rates

may be affected by changes in countries’ specific risks; such risk

premium increased significantly in 2022 in Ukraine in the context

of the war with Russia. The latter also led to substantially lower

levels of production, shipments and revenue at ArcelorMittal

Kryvyi Rih and such conditions are expected to continue

throughout 2023. The ACIS value in use model anticipates a

limited increase in sales volumes in 2023 (8.3 million tonnes) as

compared to 2022 (6.4 million tonnes) with stable shipments

after 2024. Average selling prices in the model are expected to

decrease steadily over time. The table below describes the

amount by which the value assigned to a key assumption must

change in order for the recoverable amount to equal the carrying

amount.


	ACIS
Excess of recoverable amount over carrying amount	276
Increase in pre-tax discount rate (change in basis points)	80
Decrease in average selling price (change in %)	1.4%
Decrease in shipments (change in %)	3.7%

Impairment test of property, plant and equipment and

intangibles (excluding goodwill)

At each reporting date, ArcelorMittal reviews the carrying

amounts of its intangible assets (excluding goodwill) and

tangible assets to determine whether there is any indication that

the carrying amount of those assets may not be recoverable

through continuing use. If any such indication exists, the

recoverable amount of the asset (or cash generating unit) is

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

321

reviewed in order to determine the amount of the impairment, if

any. The recoverable amount is the higher of its fair value less

cost of disposal and its value in use.

In estimating its value in use, the estimated future cash flows

are discounted to their present value using a pre-tax discount

rate that reflects current market assessments of the time value

of money and the risks specific to the asset (or cash-generating

unit). For an asset that does not generate cash inflows largely

independent of those from other assets, the recoverable amount

is determined for the cash-generating unit to which the asset

belongs. The cash-generating unit is the smallest identifiable

group of assets corresponding to operating units that generate

cash inflows. If the recoverable amount of an asset (or cash-

generating unit) is estimated to be less than its carrying amount,

an impairment loss is recognized. An impairment loss is

recognized as an expense immediately as part of cost of sales

(see note 4.2) in the consolidated statements of operations.

In the case of permanently idled assets, the impairment is

measured at the individual asset level. Otherwise, the

Company’s assets are measured for impairment at the cash-

generating unit level. In certain instances, the cash-generating

unit is an integrated manufacturing facility which may also be an

operating subsidiary. Further, a manufacturing facility may be

operated in concert with another facility with neither facility

generating cash inflows that are largely independent from the

cash inflows of the other. In this instance, the two facilities are

combined for purposes of testing for impairment. As of

December 31, 2022, the Company determined it has 46 cash-

generating units as compared to 58 as of December 31, 2021

mainly as a result of the amalgamation of certain CGUs in

Europe).

An impairment loss, related to intangible assets other than

goodwill and tangible assets recognized in prior years is

reversed if, and only if, there has been a change in the

estimates used to determine the asset’s recoverable amount

since the last impairment loss was recognized. However, the

increased carrying amount of an asset due to a reversal of an

impairment loss will not exceed the carrying amount that would

have been determined (net of amortization or depreciation) had

no impairment loss been recognized for the asset in prior years.

A reversal of an impairment loss is recognized immediately as

part of operating income in the consolidated statements of

operations.

Impairment charges and reversals relating to property, plant and

equipment and intangibles (excluding goodwill) were as follows

for the years ended December 31, 2022, 2021 and 2020:

2022

In 2022, the Company recognized a 1,026 impairment charge

related to property, plant and equipment (1,020) and intangibles

(6) with respect to ArcelorMittal Kryvyi Rih (Ukraine) in the ACIS

segment as a result of the ongoing conflict in Russia, which

resulted in low level of production, sales and net income and

created significant uncertainty about the timing and ability of

operations to return to a normal level of activity. Adverse

geopolitical conditions, which resulted in a substantial increase

in the discount rate applied by the Company in its recoverable

amount (value in use) calculation, deteriorated further during the

fourth quarter of 2022 following attacks against Ukrainian power

infrastructures causing additional operational issues for

ArcelorMittal Kryvyi Rih and the concerns about an

intensification of the conflict in connection with the

announcements of delivery of heavy military equipment by

western countries. The Company applied separate discount

rates over the discrete projections period, including a higher

country risk premium for 2023 cash flow projections and a return

to pre-war country risk premium in the course of 2024 and for

the terminal value calculation as value in use is sensitive to a

difference in country risk for different periods.

Cash-Generating Unit

Region

Operating

Segment

Recoverable

Amount

(Value in

Use)

Total

Impairment

Recorded

2022 Pre-Tax Discount Rates

2021 Pre-Tax

Discount Rate

Carrying amount

of property,

plant and

equipment as of

December 31,

2022

Applied to

2023

projections

Applied to

subsequent

projections

ArcelorMittal Kryvyi

Rih

Ukraine

ACIS

1,003

1,026

47.1%

20.0%

16.9%

655

2021

In the second half of 2021, in connection with the Company’s

annual test for impairment of goodwill, property, plant and

equipment was also tested for impairment at that date. The

Company reversed 218 of impairment charges which had been

recognized in 2015 for the Sestao facility in Spain following

idling for an indefinite timing. The impairment reversal results

from improved future cash flow projections following restart of

operations and the Company's decarbonization strategy in

Spain.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

322

Cash-Generating Unit

Region

Operating

Segment

Impairment

Reversed

2021 Pre-Tax

Discount Rate

2020 Pre-Tax

Discount Rate

Carrying amount of property,

plant and equipment as of

December 31, 2021

Europe flat products

Europe

218

8.5%

11,005

2020

In 2020, the Company recognized a 133 net reversal of

impairment including impairment charges of 92 and 104 related

to the permanent closure of the coke plant in Florange (France)

and the permanent closure of part of a blast furnace and steel

plant in Krakow (Poland), respectively. In addition, the Company

recognized an impairment loss of 331 relating to its plate

business in the Europe segment classified as held for sale at

December 31, 2020 and for which the held for sale classification

was discontinued in 2021 following the termination of the

divestment process.

In the third quarter of 2020, the Company reversed 660 of

impairment charges of property, plant and equipment previously

recognized for ArcelorMittal USA as a result of the increase in

the recoverable amount. The Company calculated the fair value

less cost of disposal using a market approach with market

multiples derived from comparable transactions, a Level 3

unobservable input. ArcelorMittal USA was sold to Cleveland-

Cliffs as described in note 2.3.1.

NOTE 6: FINANCING AND FINANCIAL INSTRUMENTS

6.1 Financial assets and liabilities

Financial assets and liabilities mainly comprise:

•gross debt (see note 6.1.2)

•cash and cash equivalents, restricted cash and reconciliations of cash flows (see note 6.1.3)

•net debt (see note 6.1.4)

•derivative financial instruments (see note 6.1.5)

•other non-derivative financial assets and liabilities (see note 6.1.6)

6.1.1 Fair values versus carrying amounts

The estimated fair values of certain financial instruments have been determined using available market information or other valuation

methodologies that require judgment in interpreting market data and developing estimates. The following table summarizes assets and

liabilities based on their categories at December 31, 2022:

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

323


	December 31, 2022
	Carrying amount in the consolidated statements of financial position	Non- financial assets and liabilities	Assets / Liabilities at amortized cost	Fair value recognized in profit or loss	Fair value recognized in OCI	Derivatives
ASSETS
Current assets:
Cash and cash equivalents	9,300	—	9,300	—	—	—
Restricted cash	114	—	114	—	—	—
Trade accounts receivable and other	3,839	—	3,633	—	206	—
Inventories	20,087	20,087	—	—	—	—
Prepaid expenses and other current assets	3,778	1,566	1,475	—	—	737
Total current assets	37,118	21,653	14,522	—	206	737

Non-current assets:
Goodwill and intangible assets	4,903	4,903	—	—	—	—
Property, plant and equipment and biological assets	30,167	30,120	—	47	—	—
Investments in associates and joint ventures	10,765	10,765	—	—	—	—
Other investments	1,119	—	—	—	1,119	—
Deferred tax assets	8,554	8,554	—	—	—	—
Other assets	1,921	259	691	136	—	835
Total non-current assets	57,429	54,601	691	183	1,119	835
Total assets	94,547	76,254	15,213	183	1,325	1,572

LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	2,583	—	2,583	—	—	—
Trade accounts payable and other	13,532	—	13,532	—	—	—
Short-term provisions	1,101	1,078	23	—	—	—
Accrued expenses and other liabilities	4,864	822	3,663	—	—	379
Income tax liabilities	318	318	—	—	—	—
Total current liabilities	22,398	2,218	19,801	—	—	379

Non-current liabilities:
Long-term debt, net of current portion	9,067	—	9,067	—	—	—
Deferred tax liabilities	2,666	2,666	—	—	—	—
Deferred employee benefits	2,606	2,606	—	—	—	—
Long-term provisions	1,306	1,304	2	—	—	—
Other long-term obligations	914	305	564	—	—	45
Total non-current liabilities	16,559	6,881	9,633	—	—	45

Equity:
Equity attributable to the equity holders of the parent	53,152	53,152	—	—	—	—
Non-controlling interests	2,438	2,438	—	—	—	—
Total equity	55,590	55,590	—	—	—	—
Total liabilities and equity	94,547	64,689	29,434	—	—	424

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

324


	December 31, 2021
	Carrying amount in the consolidated statements of financial position	Non-financial assets and liabilities	Assets / Liabilities at amortized cost	Fair value recognized in profit or loss	Fair value recognized in OCI	Derivatives
ASSETS
Current assets:
Cash and cash equivalents	4,215	—	4,215	—	—	—
Restricted cash	156	—	156	—	—	—
Trade accounts receivable and other	5,143	—	4,521	—	622	—
Inventories	19,858	19,858	—	—	—	—
Prepaid expenses and other current assets	5,567	1,128	1,454	—	—	2,985
Total current assets	34,939	20,986	10,346	—	622	2,985

Non-current assets:
Goodwill and intangible assets	4,425	4,425	—	—	—	—
Property, plant and equipment and biological assets	30,075	30,037	—	38	—	—
Investments in associates and joint ventures	10,319	10,319	—	—	—	—
Other investments	1,146	—	—	—	1,146	—
Deferred tax assets	8,147	8,147	—	—	—	—
Other assets	1,461	359	648	136	—	318
Total non-current assets	55,573	53,287	648	174	1,146	318
Total assets	90,512	74,273	10,994	174	1,768	3,303

LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	1,913	—	1,913	—	—	—
Trade accounts payable and other	15,093	—	15,093	—	—	—
Short-term provisions	1,064	1,048	16	—	—	—
Accrued expenses and other liabilities	4,831	1,420	3,095	—	—	316
Income tax liabilities	1,266	1,266	—	—	—	—
Total current liabilities	24,167	3,734	20,117	—	—	316

Non-current liabilities:
Long-term debt, net of current portion	6,488	—	6,488	—	—	—
Deferred tax liabilities	2,369	2,369	—	—	—	—
Deferred employee benefits	3,772	3,772	—	—	—	—
Long-term provisions	1,498	1,495	3	—	—	—
Other long-term obligations	874	343	473	—	—	58
Total non-current liabilities	15,001	7,979	6,964	—	—	58

Equity:
Equity attributable to the equity holders of the parent	49,106	49,106	—	—	—	—
Non-controlling interests	2,238	2,238	—	—	—	—
Total equity	51,344	51,344	—	—	—	—
Total liabilities and equity	90,512	63,057	27,081	—	—	374

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

325

The Company classifies the bases used to measure certain assets and liabilities at their fair value. Assets and liabilities carried or

measured at fair value have been classified into three levels based upon a fair value hierarchy that reflects the significance of the inputs

used in making the measurements.

The levels are as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2: Significant inputs other than within Level 1 that are observable for the asset or liability, either directly (i.e.: as prices) or

indirectly (i.e.: derived from prices);

Level 3: Inputs for the assets or liabilities that are not based on observable market data and require management assumptions or inputs

from unobservable markets.

The following tables summarize the bases used to measure certain financial assets and financial liabilities at their fair value on recurring

basis.


As of December 31, 2022
	Level 1	Level 2	Level 3	Total
Assets at fair value:
Investments in equity instruments at FVOCI	996	—	123	1,119
Trade accounts receivable and other subject to TSR programs*	—	—	206	206
Derivative financial current assets	—	737	—	737
Derivative financial non-current assets	—	835	—	835
Total assets at fair value	996	1,572	329	2,897
Liabilities at fair value:
Derivative financial current liabilities	—	379	—	379
Derivative financial non-current liabilities	—	45	—	45
Total liabilities at fair value	—	424	—	424

*The fair value of TSR program receivables equals carrying amount due to the short time frame between the initial recognition and time of sale.


As of December 31, 2021
	Level 1	Level 2	Level 3	Total
Assets at fair value:
Investments in equity instruments at FVOCI	1,069	—	77	1,146
Trade accounts receivable and other subject to TSR programs*	—	—	622	622
Derivative financial current assets	—	2,985	—	2,985
Derivative financial non-current assets	—	303	15	318
Total assets at fair value	1,069	3,288	714	5,071
Liabilities at fair value:
Derivative financial current liabilities	—	316	—	316
Derivative financial non-current liabilities	—	58	—	58
Total liabilities at fair value	—	374	—	374

*The fair value of TSR program receivables equals carrying amount due to the short time frame between the initial recognition and time of sale.

Investments in equity instruments at FVOCI classified as Level 1 refer to listed securities quoted in active markets and include mainly

the investment in Erdemir (see note 2.5). A quoted market price in an active market provides the most reliable evidence of fair value

and is used without adjustment to measure fair value whenever available, with limited exceptions. The total fair value is either the price

of the most recent trade at the time of the market close or the official close price as defined by the exchange on which the asset is most

actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

326

Derivative financial assets and liabilities classified as Level 2 refer to instruments to hedge fluctuations in interest rates, foreign

exchange rates, raw materials (base metals), freight, energy and emission rights, see note 6.1.5 for further information.

Derivative financial assets and liabilities classified as Level 3 are described in note 6.1.5.

6.1.2 Gross debt

Gross debt includes bank debt, debenture loans and lease

obligations and is stated at amortized cost.

6.1.2.1 Short-term debt

Short-term debt, including the current portion of long-term debt,

consisted of the following:


	December 31,
	2022	2021
Short-term bank loans and other credit facilities including commercial paper 1	1,017	888
Current portion of long-term debt	1,338	836
Lease obligations2	228	189
Total	2,583	1,913

1.The weighted average interest rate on short-term borrowings outstanding was

4.0% and 0.9% as of December 31, 2022 and 2021, respectively.

2.See note 7.

Short-term bank loans and other credit facilities include short-

term loans, overdrafts and commercial paper.

ArcelorMittal entered into certain short-term committed bilateral

credit facilities renewable on a annual basis. During 2022, two

new facilities have been granted. As of December 31, 2022,

facilities totaling approximately 0.6 billion, remained fully

available.

On July 27, 2022, the Company entered into a 2.2 billion bridge

term facility agreement with a financial institution. The facility

may be applied toward the purchase price for the intended

acquisition of CSP, as well as the refinancing of its existing

indebtedness and the payment of related fees, costs and

expenses. The facility was available for 12 months from signing

with two extension options of 6 months each at the borrower's

discretion. On December 8, 2022, an amount of 1.76 billion was

cancelled, following the bonds issuances of September 20, 2022

and November 29, 2022. After the cancellation, the remaining

available amount under the bridge facility as of December 31,

2022 was 444. On January 31, 2023 the remaining amount

available under the bridge facility of 444 was cancelled.

Commercial paper

The Company has a commercial paper program enabling

borrowings of up to €1.5 billion. As of December 31, 2022 and

2021, the outstanding amount was 796 and 541, respectively.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

327

6.1.2.2 Long-term debt

Long-term debt is comprised of the following:


				December 31,
				2022	2021
	Year of maturity	Type of Interest	Interest rate1	Carrying amount at amortized cost
Corporate
5.5 billion Revolving Credit Facility	2023 - 2025	Floating		—	—
€750 million Unsecured Notes	2022	Fixed	3.13%	—	551
€500 million Unsecured Notes	2023	Fixed	0.95%	391	415
€750 million Unsecured Notes	2023	Fixed	1.00%	799	848
€1.0 billion Unsecured Notes	2024	Fixed	2.25%	567	604
750 Unsecured Notes	2024	Fixed	3.60%	289	289
500 Unsecured Notes	2025	Fixed	6.13%	183	183
€750 million Unsecured Notes	2025	Fixed	1.75%	796	844
750 Unsecured Notes	2026	Fixed	4.55%	399	399
€600 million Unsecured Notes	2026	Fixed	4.88%	635	—
1.2 billion Unsecured Notes	2027	Fixed	6.55%	1,193	—
500 Unsecured Notes	2029	Fixed	4.25%	495	494
1.0 billion Unsecured Notes	2032	Fixed	6.80%	988	—
1.5 billion Unsecured Bonds	2039	Fixed	7.00%	672	671
1.0 billion Unsecured Notes	2041	Fixed	6.75%	428	428
EIB loan	2025	Fixed	1.16%	140	215
EIB loan	2032	Floating	3.99%	299	—
Schuldschein loans	2025 - 2027	Fixed	2.5% - 3.0%	96	—
Schuldschein loans	2025 - 2027	Floating	3.9% - 4.2%	674	—
Other loans	2023	Fixed	1.8 %	18	142
Other loans	2029 - 2035	Floating	0.7% - 3.0%	243	273
Total Corporate				9,305	6,356
Americas
Other loans	2023 - 2030	Fixed/Floating	0.0% - 9.5%	57	72
Total Americas				57	72
Europe, Asia & Africa
EBRD Facility	2024	Floating	6.6% - 7.4%	86	82
Other loans	2023 - 2033	Fixed/Floating	0.0% - 7.9%	129	123
Total Europe, Asia & Africa				215	205
Total				9,577	6,633
Less current portion of long-term debt				(1,338)	(836)
Total long-term debt (excluding lease obligations)				8,239	5,797
Long-term lease obligations2				828	691
Total long-term debt, net of current portion				9,067	6,488

1.Rates applicable to balances outstanding at December 31, 2022. For debt that has been redeemed in its entirety during 2022, the interest rates refer to the rates at

repayment date.

2.Net of current portion of 228 and 189 as of December 31, 2022 and 2021, respectively. See note 7.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

328

Corporate

5.5 billion Revolving Credit Facility

On December 19, 2018, ArcelorMittal signed an agreement for a

5.5 billion revolving credit facility (the "Facility"). This Facility

replaced the 5.5 billion revolving credit facility dated April 30,

2015, which was amended and extended on December 21,

2016. The agreement incorporated a single tranche of 5.5 billion

maturing on December 19, 2023, with two one-year extension

options. On November 27, 2019 and on November 26, 2020,

ArcelorMittal exercised the options to extend the facility's

maturity by one year to December 19, 2024 and to December

19, 2025, respectively. The extension was completed for 5.4

billion of the available amount, with the 0.1 billion remaining with

a maturity of December 19, 2023. On April 13, 2021,

ArcelorMittal's revolving credit facility was amended so that the

Leverage Ratio financial covenant would permanently cease to

apply in the event that the Company obtained an investment

grade long-term credit rating (with stable outlook) from two

rating agencies (which was obtained from Moody's and Fitch in

2021). On April 27, 2021, the Facility was amended so that the

margin payable will be increased or decreased depending on

the Company’s performance against two metrics measured

annually against pre-defined targets with respect to its

environmental and sustainability performance (CO2 intensity of

the Company’s European operations and the number of facilities

which have been certified by ResponsibleSteel™). The Facility

may be used for general corporate purposes. As of December

31, 2022, the 5.5 billion revolving credit facility was fully

available. The Company makes drawdowns from and

repayments on this Facility in the framework of its cash

management.

On September 30, 2010, ArcelorMittal entered into 500 revolving

multi-currency letter of credit facility (the "Letter of Credit

Facility"). The Letter of Credit Facility is used by the Company

and its subsidiaries for the issuance of letters of credit and other

instruments. The terms of the letters of credit and other

instruments contain certain restrictions as to duration. The Letter

of Credit Facility was amended on October 26, 2012 and

September 30, 2014 to reduce its amount to 450 and to 350,

respectively. On July 31, 2019, the Company refinanced its

Letter of Credit Facility by entering into a 350 revolving multi-

currency letter of credit facility, which initially matured on July

31, 2022. On August 5, 2020, the Letter of Credit Facility

maturity was extended to July 31, 2023. On November 25,

2020, the amount of the Letter of Credit Facility was increased

to 395. On June 25, 2021, the maturity of the Letter of Credit

Facility was extended to July 31, 2024.

Bonds

On January 14, 2022, at maturity, ArcelorMittal repaid all of the

outstanding €486 million (551) of its €750 million Fixed Rate

Notes due 2022.

On September 26, 2022, ArcelorMittal issued €600 million (640)

of 4.875% Notes due September 28, 2026.

On November 29, 2022, ArcelorMittal issued 1.2 billion of 6.55%

Notes due November 29, 2027 and 1.0 billion of 6.80% Notes

due November 29, 2032.

The margin applicable to ArcelorMittal’s principal credit facilities

(5.5 billion revolving credit facility and certain other credit

facilities) and the coupons on certain of its outstanding bonds

are subject to adjustment in the event of a change in its long-

term credit ratings. The following table provides details of the

outstanding bonds on maturity, the original coupons and the

current interest rates for the bonds impacted by changes in the

long-term credit rating:


Initial value	Nominal amount of outstanding value	Date of issuance	Repayment date	Interest rate1	Issued at
€500 million Unsecured Notes	€367 million	Dec 4, 2017	Jan 17, 2023	0.95%	99.38%
€750 million Unsecured Notes	€750 million	Nov 19, 2019	May 19, 2023	1.00%	99.89%
€250 million Unsecured Notes	€132 million	Jul 4, 2019	Jan 17, 2024	2.25%	105.59%
€750 million Unsecured Notes	€397 million	Jan 17, 2019	Jan 17, 2024	2.25%	99.72%
750 Unsecured Notes	290	Jul 16, 2019	Jul 16, 2024	3.60%	99.86%
500 Unsecured Notes	184	Jun 1, 2015	Jun 1, 2025	6.13%	100.00%
€750 million Unsecured Notes	€750 million	Nov 19, 2019	Nov 19, 2025	1.75%	99.41%
750 Unsecured Notes	401	Mar 11, 2019	Mar 11, 2026	4.55%	99.72%
€600 million Unsecured Notes	€600 million	Sep 26, 2022	Sep 28, 2026	4.88%	99.65%
1.2 billion Unsecured Bonds	1.2 Billion	Nov 29, 2022	Nov 29, 2027	6.55%	99.91%
500 Unsecured Notes	500	Jul 16, 2019	Jul 16, 2029	4.25%	99.00%
1.0 billion Unsecured Bonds	1.0 Billion	Nov 29, 2022	Nov 29, 2032	6.80%	99.37%
1.0 billion Unsecured Bonds	457	Oct 8, 2009	Oct 15, 2039	7.00%	95.20%
500 Unsecured Bonds	229	Aug 5, 2010	Oct 15, 2039	7.00%	104.84%
1.0 billion Unsecured Notes	434	Mar 7, 2011	Mar 1, 2041	6.75%	99.18%

1.Rates applicable at December 31, 2022.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

329

European Investment Bank (“EIB”) Loan

On June 2, 2021, ArcelorMittal signed a €280 million loan

agreement with the European Investment Bank ("EIB") for

funding of research, development and innovation projects in

Europe over the period of 2021-2023. This operation benefits

from a guarantee from the European Union under the European

Fund for Strategic Investments. On March 16, 2022 ArcelorMittal

draw down the facility in full. As of December 31, 2022, €280

million (299) was outstanding.

On December 16, 2016, ArcelorMittal signed a €350 million

finance contract with the EIB in order to finance European

research, development and innovation projects over the period

2017-2020 within the European Union, predominantly in France,

Belgium and Spain, but also in Poland and Luxembourg. This

operation benefits from a guarantee from the European Union

under the European Fund for Strategic Investments. As of

December 31, 2022, €131 million (140) was outstanding.

Other loans

On May 4, 2022, ArcelorMittal completed the offering of a

€346.5 million variable rate loan, a €24.5 million fixed rate loan,

a €263 million variable rate loan and a €66 million fixed rate loan

in the German Schuldschein market. On May 6, 2022, the

Company further completed the offering of a €25 million fixed

rate loan. The proceeds of these issuances were used for

general corporate purposes. As of December 31, 2022,

€725 million (773) was outstanding.

On December 21, 2018, the Company entered into a facility

agreement with a group of lenders for €235 million to finance the

construction of a new hot strip mill in Mexico. This facility

became effective upon issuance of a guarantee by the

Oesterreichische Kontrollbank AG in March 2019. The last

installment under this agreement is due 8.5 years after the

starting date of the credit facility (which means the earlier of (a)

the date of issue of the provisional acceptance certificate for the

hot strip mill and (b) June 30, 2021). The outstanding amount in

total as of December 31, 2022 was €142 million (151).

On November 29, 2021, ArcelorMittal entered into an agreement

for financing with a financial institution for net proceeds of

CAD130 million (105) with repayment over several dates in

2021, 2022 and 2023.

Other loans relate to various debt with banks and public

institutions.

Americas

Other loans

Other loans relate mainly to loans contracted by ArcelorMittal

subsidiaries in Mexico with different counterparties.

Europe, Asia and Africa

On December 21, 2017, ArcelorMittal Kryvyi Rih entered into a

175 loan agreement with the European Bank for Reconstruction

and Development ("EBRD") in order to support the upgrade of

its production facilities, energy efficiency improvement and

environmental impact reduction. The loan agreement also

provides for an additional 175 in loan facilities which are

currently uncommitted. As of December 31, 2022, 36 was

outstanding under the agreement.

On December 15, 2022, ArcelorMittal Kryvyi Rih entered into a

100 loan agreement with EBRD for working capital purposes. As

of December 31, 2022, 50 was drawn under the agreement.

On May 25, 2017, ArcelorMittal South Africa signed a 4.5 billion

South African rand revolving borrowing base finance facility

maturing on May 25, 2020. The facility was amended and

extended on July 26, 2019 with a maturity of on July 26, 2022.

On August 23, 2021, the facility was further amended and

restated for an amount of 3.5 billion South African rand and with

a maturity of September 3, 2024. Any borrowings under the

facility are secured by certain eligible inventory and receivables,

as well as certain other working capital and related assets of

ArcelorMittal South Africa. The facility is used for general

corporate purposes. The facility is not guaranteed by

ArcelorMittal. As of December 31, 2022, 2.5 billion South African

rand (147) was drawn.

Other loans

Other loans mainly relate to loans contracted by ArcelorMittal

subsidiaries in Spain with different counterparties.

Other

Certain debt agreements of the Company or its subsidiaries

contain certain restrictive covenants. Among other things, these

covenants limit encumbrances on the assets of ArcelorMittal and

its subsidiaries, the ability of ArcelorMittal’s subsidiaries to incur

debt and the ability of ArcelorMittal and its subsidiaries to

dispose of assets in certain circumstances. Certain of these

agreements also require compliance with a financial covenant.

The other loans relate to various debt with banks and public

institutions.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

330

Hedge of net investments

As of April 1, 2018, the Company designated a portfolio of euro

denominated debt (€4,862 million and €3,709 million as of

December 31, 2022 and December 31, 2021, respectively) as a

hedge of certain euro denominated investments (€8,837 million

and €8,261 million as of December 31, 2022 and December 31,

2021, respectively) in order to mitigate the foreign currency risk

arising from certain euro denominated subsidiaries' net assets.

The risk arises from the fluctuation in spot exchange rates

between the U.S. dollar and euro, which causes the amount of

the net investments to vary. The hedged risk in the hedge of net

investments is a risk of a weakening euro against the U.S. dollar

that will result in a reduction in the carrying amount of the

Company's net investments in the subsidiaries subject to the

hedge. The euro denominated debt is designated as a hedging

instrument for the change in the value of the net investments

that is attributable to changes in the euro/U.S. dollar spot rate.

To assess the hedge effectiveness, the Company determines

the economic relationship between the hedging instrument and

the hedged item by comparing changes in the carrying amount

of the debt portfolio that are attributable to a change in the spot

rate with changes in the net investments in the foreign

operations due to movements in the spot rate.

As of December 31, 2022 and December 31, 2021, the

Company recognized 197 and 423 foreign exchange gain

arising on the translation of the euro denominated debt

designated as a hedge of the euro denominated net investments

in foreign operations in other comprehensive income within the

foreign exchange translation reserve.

Maturity profile

As of December 31, 2022 the scheduled maturities of short-term

debt, long-term debt and long-term lease obligations, including

their current portion are as follows:


Year of maturity		Amount
2023		2,583
2024		1,204
2025		1,583
2026		1,192
2027		1,699
Subsequent years		3,389
Total		11,650

Fair value

The following tables summarize the Company’s bases used to

estimate its debt at fair value. Fair value measurement has been

classified into three levels based upon a fair value hierarchy that

reflects the significance of the inputs used in making the

measurements.


As of December 31, 2022	Carrying amount	Fair Value
		Level 1	Level 2	Level 3	Total
Instruments payable bearing interest at fixed rates	9,214	7,783	1,180	—	8,963
Instruments payable bearing interest at variable rates	1,419	—	1,350	—	1,350
Total long-term debt, including current portion	10,633	7,783	2,530	—	10,313
Short term bank loans and other credit facilities including commercial paper	1,017	—	1,017	—	1,017


As of December 31, 2021	Carrying amount	Fair Value
		Level 1	Level 2	Level 3	Total
Instruments payable bearing interest at fixed rates	7,011	6,380	1,261	—	7,641
Instruments payable bearing interest at variable rates	502	—	480	—	480
Total long-term debt, including current portion	7,513	6,380	1,741	—	8,121
Short term bank loans and other credit facilities including commercial paper	888	—	888	—	888

Instruments payable classified as Level 1 refer to the

Company’s listed bonds quoted in active markets. The total fair

value is the official closing price as defined by the exchange on

which the instrument is most actively traded on the last trading

day of the period, multiplied by the number of units held without

consideration of transaction costs.

Instruments payable classified as Level 2 refer to all debt

instruments not classified as Level 1. The fair value of the debt

is based on estimated future cash flows converted into U.S.

dollar at the forward rate and discounted using current U.S.

dollar zero coupon rates and ArcelorMittal’s credit spread

quotations for the relevant maturities. There were no

instruments payable classified as Level 3.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

331

6.1.3 Cash and cash equivalents, restricted cash and

reconciliations of cash flows

Cash and cash equivalents consist of cash and short-term

highly liquid investments that are readily convertible to cash with

original maturities of three months or less at the time of

purchase and are carried at cost plus accrued interest, which

approximates fair value.

Cash and cash equivalents are primarily centralized at the

parent level and are managed by ArcelorMittal Treasury SNC,

although from time to time cash or cash equivalent balances

may be held at the Company’s international subsidiaries or its

holding companies. Some of these operating subsidiaries have

debt outstanding or are subject to acquisition agreements that

impose restrictions on such operating subsidiaries’ ability to pay

dividends, but such restrictions are not significant in the context

of ArcelorMittal’s overall liquidity. Repatriation of funds from

operating subsidiaries may also be affected by tax and foreign

exchange policies in place from time to time in the various

countries where the Company operates, though none of these

policies are currently significant in the context of ArcelorMittal’s

overall liquidity.

Cash and cash equivalents consisted of the following:


	December 31,
	2022	2021
Cash at bank	4,489	2,674
Term deposits	828	607
Money market funds1	3,983	934
Total	9,300	4,215

1Money market funds are highly liquid investments with a maturity of 3 months

or less from the date of acquisition.

Restricted cash represents cash and cash equivalents not

readily available to the Company, mainly related to insurance

deposits, cash accounts in connection with environmental

obligations and true sale of receivables programs, as well as

various other deposits or required balance obligations related to

letters of credit and credit arrangements.

Restricted cash of 114 as of December 31, 2022 and 156 as of

December 31, 2021 included 52 and 89 relating to various

environmental obligations, true sales of receivables programs

and letters of credit issued in ArcelorMittal South Africa. It also

included 20 and 20 in connection with the mandatory convertible

bonds as of December 31, 2022 and December 31, 2021,

respectively (see note 11.2).

Changes in restricted cash are included within investing

activities in the consolidated statements of cash flows.

Reconciliation of liabilities arising from financing activities

The table below details changes in the Company's liabilities

arising from financing activities, including both cash and non-

cash changes. Liabilities arising from financing activities are

those for which cash flows were, or future cash flows will be

classified in the Company's consolidated statements of cash

flows from financing activities.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

332


	Long-term debt, net of current portion	Short-term debt and current portion of long term debt
Balance as of December 31, 2020 (note 6.1.2)	9,815	2,507
Proceeds from long-term debt	147	—
Payments of long-term debt	(2,332)	—
Amortized cost	4	10
Proceeds from short-term debt	—	287
Payments of short-term debt	—	(1,664)
Current portion of long-term debt	(1,025)	1,025
Payments of principal portion of lease liabilities (note 7) 1	(8)	(191)
Additions to lease liabilities (notes 5.2 and 7)	289	24
Unrealized foreign exchange effects and other movements	(402)	(85)
Balance as of December 31, 2021 (note 6.1.2)	6,488	1,913
Proceeds from long-term debt	3,893	—
Payments of long-term debt	—	—
Amortized cost	2	2
Proceeds from short-term debt	—	434
Payments of short-term debt	—	(1,044)
Current portion of long-term debt	(1,566)	1,566
Payments of principal portion of lease liabilities (note 7) 1	(10)	(175)
Additions to lease liabilities (notes 5.2 and 7)	318	100
Unrealized foreign exchange effects and other movements	(58)	(213)
Balance as of December 31, 2022 (note 6.1.2)	9,067	2,583

1.Cash payments decreasing the outstanding liability relating to leases are classified under payments of principal portion of lease liabilities and other financing activities in

the Company's consolidated statements of cash flows.

6.1.4 Net debt

The Company monitors its net debt in order to manage its capital. The following tables present the structure of the Company’s net debt

by original currency translated into USD at December 31, 2022 and December 31, 2021:


As of December 31, 2022	Total	EUR	USD	ARS	BRL	INR	Other
Short-term debt and current portion of long-term debt	2,583	2,059	227	—	28	2	267
Long-term debt, net of current portion	9,067	3,777	4,868	—	74	—	348
Cash and cash equivalents and restricted cash	(9,414)	(6,514)	(1,494)	(364)	(275)	(85)	(682)
Net debt	2,236	(678)	3,601	(364)	(173)	(83)	(67)


As of December 31, 2021	Total	EUR	USD	PLN	CAD	ZAR	Other
Short-term debt and current portion of long-term debt	1,913	1,456	97	14	132	115	99
Long-term debt, net of current portion	6,488	3,443	2,637	215	55	5	133
Cash and cash equivalents, restricted cash and other restricted funds	(4,371)	(1,646)	(1,531)	(97)	(56)	(268)	(773)
Net debt	4,030	3,253	1,203	132	131	(148)	(541)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

333

6.1.5 Derivative financial instruments

The Company uses derivative financial instruments principally to

manage its exposure to fluctuations in interest rates, exchange

rates, prices of raw materials, energy and emission rights

allowances arising from operating, financing and investing

activities. Derivative financial instruments are classified as

current or non-current assets or liabilities based on their maturity

dates and are accounted for at the trade date. Embedded

derivatives are separated from the host contract and accounted

for separately if they are not closely related to the host contract.

The Company measures all derivative financial instruments

based on fair values derived from market prices of the

instruments or from option pricing models, as appropriate. Gains

or losses arising from changes in fair value of derivatives are

recognized in the consolidated statements of operations, except

for derivatives that are designated and qualify for cash flow or

net investment hedge accounting.

Changes in the fair value of a derivative that is designated and

qualifies as a cash flow hedge are recorded in other

comprehensive income. Amounts deferred in equity are

recorded in the consolidated statements of operations in the

periods when the hedged item is recognized in the consolidated

statements of operations and within the same line item (see

note 6.3 Cash flow hedges).

The Company formally assesses, both at the hedge’s inception

and on an ongoing basis, whether the derivatives that are used

in hedging transactions are effective in offsetting changes in fair

values or cash flows of hedged items. When a hedging

instrument is sold, terminated, expired or exercised, the

accumulated unrealized gain or loss on the hedging instrument

is maintained in equity until the forecasted transaction occurs. If

the hedged transaction is no longer probable, the cumulative

unrealized gain or loss, which had been recognized in equity, is

reported immediately in the consolidated statements of

operations.

Foreign currency differences arising on the translation of a

financial liability designated as a hedge of a net investment in a

foreign operation are recognized directly as a separate

component of equity, to the extent that the hedge is effective. To

the extent that the hedge is ineffective, such differences are

recognized in the consolidated statements of operations (see

note 6.3 Net investment hedge).

The Company manages the counter-party risk associated with

its instruments by centralizing its commitments and by applying

procedures which specify, for each type of transaction and

underlying position, risk limits and/or the characteristics of the

counter-party. The Company does not generally grant to or

require guarantees from its counterparties for the risks incurred.

Allowing for exceptions, the Company’s counterparties are part

of its financial partners and the related market transactions are

governed by framework agreements (mainly International

Swaps and Derivatives Association agreements which allow

netting only in case of counterparty default). Accordingly,

derivative assets and derivative liabilities are not offset.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

334

Derivative financial instruments classified as Level 2:

The following tables summarize this portfolio:


	December 31, 2022
	Assets		Liabilities
	Notional Amount	Fair Value	Notional Amount	Fair Value
Foreign exchange rate instruments
Forward purchase contracts	657	58	3,678	(19)
Forward sale contracts	1,478	38	753	(6)
Exchange option purchases	1,462	17	2,536	(16)
Exchange options sales	2,222	41	2,055	(20)
Total foreign exchange rate instruments		154		(61)

Raw materials (base metals), freight, energy, emission rights
Term contracts sales	1,128	263	316	(52)
Term contracts purchases	1,755	1,150	785	(306)
Options sales/purchases	207	5	197	(5)
Total raw materials (base metals), freight, energy, emission rights		1,418		(363)
Total		1,572		(424)


	December 31, 2021
	Assets		Liabilities
	Notional Amount	Fair Value	Notional Amount	Fair Value
Foreign exchange rate instruments
Forward purchase contracts	3,845	133	1,023	(43)
Forward sale contracts	2,685	16	1,431	(15)
Exchange option purchases	712	2	254	(7)
Exchange options sales	338	5	707	(2)
Total foreign exchange rate instruments		156		(67)

Raw materials (base metals), freight, energy, emission rights
Term contracts sales	121	1	644	(259)
Term contracts purchases	3,461	3,131	497	(48)
Total raw materials (base metals), freight, energy, emission rights		3,132		(307)
Total		3,288		(374)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

335

In 2022, the Company unwound natural gas and emission rights

forward purchase contracts with notional of €0.3 billion and €0.7

billion, respectively, and carrying amount of 1,025 and 1,086,

respectively, designated as a cash flow hedge of future natural

gas and emission rights purchases. The deferred gain

recognized in other comprehensive income will be recycled to

the consolidated statements of operations when the hedged

item impacts profit or loss (see note 6.3). In addition, at maturity

of forward purchases of emission rights with notional amount of

€0.7 billion and carrying amount of 1,408 designated as a cash

flow hedge of future emission rights purchases, the Company (i)

removed 1,268 (953 net of tax) deferred gain recognized in

other comprehensive income from the cash flow hedge reserve

(see note 6.3) and included it in the 671 carrying amount of the

delivered emission rights as basis adjustment (see note 5.1) and

(ii) recycled 140 (104 net of tax) to the consolidated statements

of operations in cost of sales (see note 6.3).

Derivative financial assets and liabilities classified as Level 2:

Refer to instruments to hedge fluctuations in interest rates,

foreign exchange rates, raw materials (base metals), freight,

energy and emission rights. The total fair value is based on the

price a dealer would pay or receive for the security or similar

securities, adjusted for any terms specific to that asset or

liability. Market inputs are obtained from well-established and

recognized vendors of market data and the fair value is

calculated using standard industry models based on significant

observable market inputs such as foreign exchange rates,

commodity prices, swap rates and interest rates.

Derivative financial instruments classified as Level 3:

Derivative financial non-current assets classified as Level 3 refer

to the call option on the 1,000 mandatory convertible bonds (see

note 11.2). The fair valuation of Level 3 derivative instruments is

established at each reporting date and compared to the prior

period. ArcelorMittal’s valuation policies for Level 3 derivatives

are an integral part of its internal control procedures and have

been reviewed and approved according to the Company’s

principles for establishing such procedures. In particular, such

procedures address the accuracy and reliability of input data,

the accuracy of the valuation model and the knowledge of the

staff performing the valuations.

ArcelorMittal establishes the fair valuation of the call option on

the 1,000 mandatory convertible bonds through the use of

binomial valuation models based on the estimated values of the

underlying equity spot price of $127 ($137 at December 31,

2021) and volatility of 13% (18% at December 31, 2021).

Binomial valuation models use an iterative procedure to price

options, allowing for the specification of nodes, or points in time,

during the time span between the valuation date and the

option’s expiration date. In contrast to the Black-Scholes model,

which provides a numerical result based on inputs, the binomial

model allows for the calculation of the asset and the option for

multiple periods along with the range of possible results for each

period.

Observable input data used in the valuations include zero

coupon yield curves, stock market price, European Central Bank

foreign exchange fixing and Libor interest rates. Unobservable

inputs are used to measure fair value to the extent that relevant

observable inputs are not available. Specifically, the Company

computed unobservable volatility data during 2022 based mainly

on the movement of China Oriental stock market prices

observable in the active market over 90 working days, which is

particularly sensitive for the valuation resulting from the model.

A 10% increase or decrease in Hera Ermac share prices would

result in a 84,000% and 100% increase and decrease of the fair

value of the call option at December 31, 2022, respectively.

The following table summarizes the reconciliation of the fair value of the financial instrument classified as Level 3:


		Call option on 1,000 mandatory convertible bonds
Balance as of December 31, 2020		59
Change in fair value		(44)
Balance as of December 31, 2021		15
Change in fair value		(15)
Balance as of December 31, 2022		—

The fair value movement relating to the Level 3 derivative

instrument is recognized in the consolidated statements of

operations. The decrease in fair value of the call option on 1,000

mandatory convertible bonds is due to a decrease in the share

price of China Oriental, which impacts the value of the notes in

which Hera Ermac, a wholly-owned subsidiary, invested the

bonds proceeds (see note 11.2).

6.1.6 Other non-derivative financial assets and liabilities

Other non-derivative financial assets and liabilities include cash

and cash equivalents and restricted cash (see note 6.1.3),

certain trade and certain other receivables (see note 4.3, 4.5

and 4.6), investments in equity instruments at FVOCI (see note

2.5), trade payables and certain other liabilities (see notes 4.7

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

336

and 4.8). These instruments are recognized initially at fair value

when the Company becomes a party to the contractual

provisions of the instrument. Non-derivative financial assets are

derecognized if the Company’s contractual rights to the cash

flows from the financial instruments expire or if the Company

transfers the financial instruments to another party without

retaining control of substantially all risks and rewards of the

instruments. Non-derivative financial liabilities are derecognized

when they are extinguished (i.e. when the obligation specified in

the contract is discharged, canceled or expired).

Impairment of financial assets

In relation to the impairment of financial assets, an expected

credit loss ("ECL") model is required. The ECL model requires

the Group to account for expected credit losses and changes in

those ECL at each reporting date to reflect changes in credit risk

since initial recognition of the financial assets. In particular, the

Company measures the loss allowance for a financial

instrument at an amount equal to the lifetime ECL if the credit

risk on that financial instrument has increased significantly since

initial recognition. Receivables aged 31 days or older and

uninsured trade receivables remain consistent with historical

levels and the Company did not identify any expected increased

risk of default (note 4.3).

All fair value movements for investments in equity instruments at

FVOCI, including the difference between the acquisition cost

and the current fair value, are recorded in OCI and are not

reclassified to the consolidated statements of operations.

Investments in equity instruments at FVOCI are exempt from the

impairment test because the fair value of the investment is

recorded in OCI and not recycled to profit and loss.

Financial assets are tested for ECLs annually or whenever

changes in circumstances indicate that there is a change in

credit risk. Any ECL is recognized in the consolidated

statements of operations. An ECL related to financial assets is

reversed if and to the extent there has been a change in the

factors used to determine the recoverable amount. The loss is

reversed only to the extent that the asset’s carrying amount

does not exceed the carrying amount that would have been

determined if no ECL had been recognized. Reversals of ECLs

are recognized in net income, except for investments in equity

instruments at FVOCI, in which all fair value movements are

recognized in OCI.

6.2 Financing costs - net

Financing costs - net recognized in the years ended

December 31, 2022, 2021 and 2020 are as follows:


	Year ended December 31,
	2022	2021	2020
Interest expense	(401)	(357)	(477)
Interest income	188	79	56
Change in fair value adjustment on call option on mandatory convertible bonds and pellet purchase agreement2	(15)	(44)	(143)
Accretion of defined benefit obligations and other long term liabilities	(51)	(164)	(325)
Net foreign exchange gain/ (loss)	191	(155)	107
Other1	(246)	(514)	(474)
Total	(334)	(1,155)	(1,256)

1.Other mainly included expenses related to true sale of receivables (“TSR”)

programs and bank fees. In 2021, other also included 163 charges related to

an unfavorable court decision in an arbitration case against Sitrel (see note

9.3), 130 premiums and fees related to the early redemption of bonds in 2021

(as compared to 120 in 2020), and 61 charges related to early redemption of

MCNs (see note 11.2). In 2020, other also included 178 related to the renewal

of mandatorily convertible bonds (see note 11.2).

2. The instrument related to the pellet purchase agreement was derecognized on

December 9, 2020.

6.3 Risk management policy

The Company's operations expose it to a variety of financial

risks: interest rate risk, foreign exchange risk, liquidity risk and

risks in fluctuations in prices of raw materials, freight, energy

and CO2 emissions. The Company actively monitors and seeks

to reduce volatility of these exposures through a diversity of

financial instruments, where considered appropriate. The

Company has formalized how it manages these risks within the

Treasury and Financial Risk Management Policy, which has

been approved by Management.

Capital management

The Company's objective when managing capital is to

safeguard continuity, maintain a strong credit rating and healthy

capital ratios to support its business and provide adequate

return to shareholders through continuing growth.

The Company sets the amount of capital required on the basis

of annual business and long-term operating plans which include

capital and other strategic investments. The funding requirement

is met through a combination of equity, bonds and other long-

term and short-term borrowings.

The Company monitors capital using a gearing ratio, being the

ratio of net debt as a percentage of total equity.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

337


	December 31,
	2022	2021
Total equity	55,590	51,344
Net debt	2,236	4,030
Gearing	4.0%	7.8%

Interest rate risk

The Company is exposed to interest rate risk on short-term and

long-term floating rate instruments and on refinancing of fixed

rate debt. The Company's policy is to maintain a balance of

fixed and floating interest rate borrowings, which is adjusted

depending on the prevailing market interest rates and outlook.

As at December 31, 2022, the long-term debt was comprised of

87% fixed rate debt and 13% variable rate debt (note 6.1.2). The

Company may utilize certain instruments to manage interest

rate risks. Interest rate instruments allow the Company to

borrow long-term at fixed or variable rates, and to swap the rate

of this debt either at inception or during the lifetime of the

borrowing. The Company and its counterparties exchange, at

predefined intervals, the difference between the agreed fixed

rate and the variable rate, calculated on the basis of the notional

amount of the swap. Similarly, swaps may be used for the

exchange of variable rates against other variable rates.

Foreign exchange rate risk

The Company is exposed to changes in values arising from

foreign exchange rate fluctuations generated by its operating

activities. Because a substantial portion of ArcelorMittal’s

assets, liabilities, sales and earnings are denominated in

currencies other than the U.S. dollar (its reporting currency),

ArcelorMittal has an exposure to fluctuations and depreciation in

the values of these currencies relative to the U.S. dollar. These

currency fluctuations, especially the fluctuation of the value of

the U.S. dollar relative to the euro, the Canadian dollar, Brazilian

real, Polish Zloty, Kazakhstani tenge, South African rand,

Mexican peso and Ukrainian hryvnia, as well as fluctuations in

the other countries’ currencies in which ArcelorMittal has

significant operations and/or sales, could have a material impact

on its financial position, cash flows and results of operations.

ArcelorMittal faces transaction risk, where its businesses

generate sales in one currency but incur costs relating to that

revenue in a different currency. For example, ArcelorMittal’s

subsidiaries may purchase raw materials, including iron ore and

coking coal, in U.S. dollar, but may sell finished steel products in

other currencies. Consequently, an appreciation of the U.S.

dollar will increase the cost of raw materials; thereby having a

negative impact on the Company’s operating margins, unless

the Company is able to pass along the higher cost in the form of

higher selling prices.

Following its Treasury and Financial Risk Management Policy,

the Company hedges a portion of its net exposure to foreign

exchange rates through forwards, options and swaps.

ArcelorMittal also faces foreign currency translation risk, which

arises when ArcelorMittal translates the statements of

operations of its subsidiaries, its corporate net debt (note 6.1.4)

and other items denominated in currencies other than the U.S.

dollar, for inclusion in the consolidated financial statements. The

Company manages translation risk arising from its investments

in subsidiaries by monitoring the currency mix of the

consolidated statements of financial position. The Company

may enter into derivative transactions to hedge the residual

exposure (see “Net investment hedge”).

The Company also uses derivative instruments at the corporate

level to hedge debt recorded in foreign currency other than the

functional currency or the balance sheet risk associated with

certain monetary assets denominated in a foreign currency

other than the functional currency.

Foreign currency sensitivity analysis

As of December 31, 2022, the Company is mainly subject to

foreign exchange exposure relating to the euro, Brazilian real,

Canadian dollar, Kazakhstani tenge, South African rand,

Mexican peso, Polish zloty, Argentine peso and Ukrainian

hryvnia against the U.S. dollar resulting from its trade payables

and receivables. The structure of trade receivables and trade

payables by original currency translated in USD is as follows as

of December 31, 2022:


	December 31, 2022
	Trade receivables	Trade payables
USD	727	5,008
EUR	1,446	5,991
BRL	877	508
CAD	48	420
KZT	20	21
ZAR	138	337
MXN	15	55
UAH	45	125
PLN	188	523
ARS	80	12
Other	255	532
Total	3,839	13,532

The sensitivity analysis carried out by the Company considers

the effects on its trade receivables and trade payables of a 10%

increase or decrease between the relevant foreign currencies

and the U.S. dollar.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

338


	10% increase		10% decrease
	Trade receivables	Trade payables	Trade receivables	Trade payables
EUR	145	599	(145)	(599)
BRL	88	51	(88)	(51)
CAD	5	42	(5)	(42)
KZT	2	2	(2)	(2)
ZAR	14	34	(14)	(34)
MXN	2	6	(2)	(6)
UAH	5	13	(5)	(13)
PLN	19	52	(19)	(52)
ARS	8	1	(8)	(1)

The use of a 10% sensitivity rate is used when reporting foreign

currency exposure internally to key management personnel and

represents management’s assessment of the reasonably

possible change in foreign exchange rates. The sensitivity

analysis includes trade receivables and trade payables

denominated in a currency other than the U.S. dollar and

adjusts their translation at the period end for a 10% change in

foreign currency rates. For trade receivables, a positive number

indicates an income and a negative number an expense. For

trade payables, a positive number indicates an expense and a

negative number an income.

Hedge accounting policy

The Company determines the economic relationship between

the hedged item and the hedging instrument by analyzing the

critical terms of the hedge relationship. In case critical terms do

not match and fair value changes in the hedging instrument

cannot be expected to perfectly offset changes in the fair value

of the hedged item, further qualitative analysis may be

performed. Such analysis serves to establish whether the

economic relationship is sufficiently strong to comply with the

Company’s risk management policies.

The hedge ratio is set out in the Company's risk management

strategy and may be individually tailored for each hedging

program in the risk management objective. Hedge ratios below

100% would usually be applied on hedging of forecast

exposures with the hedge ratio typically reducing where there is

uncertainty due to long hedging tenors or volatility in the

underlying exposure.

The most frequent sources of hedge ineffectiveness relate to

changes in the hedged item (such as maturity, volume and

pricing indices), basis spread and significant changes in the

credit risk. Such sources are analyzed at hedge initiation and

monitored throughout the life of a hedge.

Liquidity Risk

Liquidity risk is the risk that the Company may encounter

difficulties in meeting its obligations associated with financial

liabilities that are settled by delivering cash. ArcelorMittal

Treasury is responsible for the Company's funding and liquidity

management. ArcelorMittal’s principal sources of liquidity are

cash generated from its operations, its credit lines at the

corporate level and various working capital credit lines at the

level of its operating subsidiaries. The Company actively

manages its liquidity. Following the Company's Treasury and

Financial Risk Management Policy, the levels of cash, credit

lines and debt are closely monitored and appropriate actions are

taken in order to comply with the covenant ratios, leverage,

fixed/floating ratios, maturity profile and currency mix.

The contractual maturities of the below financial liabilities

include estimated loan repayments, interest payments and

settlement of derivatives, excluding any impact of netting

agreements. The cash flows are calculated based on market

data as of December 31, 2022, and as such are sensitive to

movements in mainly foreign exchange rates and interest rates.

The cash flows are non-discounted, except for derivative

financial liabilities where the cash flows equal their fair values.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

339


	December 31, 2022
	Carrying amount	Contractual Cash Flow	2023	2024	from 2025 to 2027	After 2027
Non-derivative financial liabilities
Bonds	(7,926)	(10,341)	(1,547)	(1,171)	(3,969)	(3,654)
Loans over 100	(1,234)	(1,364)	(244)	(114)	(827)	(179)
Trade and other payables	(13,532)	(13,554)	(13,554)	—	—	—
Other loans and leases	(2,490)	(3,175)	(1,247)	(314)	(589)	(1,025)
Total	(25,182)	(28,434)	(16,592)	(1,599)	(5,385)	(4,858)
Derivative financial liabilities
Foreign exchange contracts	(61)	(61)	(57)	—	(4)	—
Commodity contracts1	(363)	(363)	(322)	(22)	(19)	—
Total	(424)	(424)	(379)	(22)	(23)	—

1.Commodity contracts include base metals, freight, energy and emission rights.


	December 31, 2021
	Carrying amount	Contractual Cash Flow	2022	2023	from 2024 to 2026	After 2026
Non-derivative financial liabilities
Bonds	(5,816)	(7,722)	(748)	(1,442)	(2,733)	(2,799)
Loans over 100	(735)	(1,030)	(373)	(88)	(196)	(373)
Trade and other payables	(15,093)	(15,098)	(15,098)	—	—	—
Other loans and leases	(1,850)	(2,104)	(1,027)	(225)	(375)	(477)
Total	(23,494)	(25,954)	(17,246)	(1,755)	(3,304)	(3,649)
Derivative financial liabilities
Foreign exchange contracts	(67)	(67)	(44)	(18)	(5)	—
Commodity contracts1	(307)	(307)	(270)	(18)	(13)	(6)
Total	(374)	(374)	(314)	(36)	(18)	(6)

1.Commodity contracts include base metals, freight, energy and emission rights.

Cash flow hedges

The following tables present the periods in which the derivatives designated as cash flows hedges are expected to mature:


	December 31, 2022
	Assets/ (liabilities)	(Outflows)/inflows
	Fair value	3 months and less	3-6 months	6-12 months	2024	After 2024
Foreign exchange contracts	4	(2)	(3)	—	9	—
Commodities	1,003	(10)	63	175	419	356
Emission rights	53	1	1	51	—	—
Total	1,060	(11)	61	226	428	356

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

340


	December 31, 2021
	Assets/ (liabilities)	(Outflows)/inflows
	Fair value	3 months and less	3-6 months	6-12 months	2023	After 2023
Foreign exchange contracts	4	2	2	3	(1)	(2)
Commodities	378	33	24	56	132	133
Emission rights	2,447	—	—	2,447	—	—
Total	2,829	35	26	2,506	131	131

Associated gains or losses that were recognized in other comprehensive income are reclassified to the consolidated statements of

operations in the same period during which the hedged forecasted cash flow affects the consolidated statements of operations. The

following table presents the periods in which the realized and unrealized gains or losses on derivatives designated as cash flows

hedges recognized in other comprehensive income, net of tax, are expected to impact the consolidated statements of operations:


	December 31, 2022
	Cash flow hedge reserve1	(Expense)/income
	Carrying amount	3 months and less	3-6 months	6-12 months	2024	After 2024
Foreign exchange contracts	13	—	2	4	7	—
Commodity contracts	1,020	7	37	157	387	432
Emission rights	849	—	—	—	—	849
Total	1,882	7	39	161	394	1,281

1.The cash flow hedge reserve balance as of December 31, 2022 includes 1,023 deferred gains for the Company's share of such reserves at its equity method investments,

which are not included in the table above (603 as of December 31, 2021).


	December 31, 2021
	Cash flow hedge reserve1	(Expense)/income
	Carrying amount	3 months and less	3-6 months	6-12 months	2023	After 2023
Foreign exchange contracts	(1)	(4)	2	3	(1)	(1)
Commodity contracts	302	22	29	40	110	101
Emission rights	1,786	13	13	44	56	1,660
Total	2,087	31	44	87	165	1,760

1.The cash flow hedge reserve balance as of December 31, 2021 also includes 603 deferred gains for the Company's share of such reserves at its equity method

investments, which are not included in the table above (30 as of December 31, 2020).

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

341

The following tables summarize the effect of hedge accounting on ArcelorMittal’s consolidated statement of financial position, statement

of comprehensive income and statement of changes in equity.


	December 31, 2022
Hedging Instruments	Nominal amount of the hedging instrument	Assets carrying amount	Liabilities carrying amount	Line item in the statement of financial position where the hedging instrument is located
Cash flow hedges
Foreign exchange risk - Option/forward/swap contracts	3,044	21	(26)	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Foreign exchange risk - Option/forward/swap contracts	300	12	(3)	Other assets/Other long-term obligations
Price risk - Commodities forwards	1,467	490	(261)	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Price risk - Commodities forwards	1,533	816	(42)	Other assets/Other long-term obligations
Price risk - Emission rights forwards	488	53	—	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Total		1,392	(332)
Current derivative assets classified as cash flow hedge		564
Other current derivative assets		173
Total current derivative assets (note 4.5)		737
Non-current derivative assets classified as cash flow hedge		828
Other non-current derivative assets		7
Total non-current derivative assets (note 4.6)		835
Current derivative liabilities classified as cash flow hedge			(287)
Other current derivative liabilities			(92)
Total current derivative liabilities (note 4.8)			(379)
Non-current derivative liabilities classified as cash flow hedge			(45)
Other non-current derivative liabilities			—
Total non-current derivative liabilities (note 9.2)			(45)


	December 31, 2022
Hedging Instruments	Cash flow hedge reserve at December 31, 2021	Hedging gains or losses of the reporting period that were recognized in OCI	Gains or losses reclassification adjustment and hedge ineffectiveness	Basis adjustment	Line item in the statement of comprehensive income that includes the reclassification adjustment and hedge ineffectiveness	Cash flow hedge reserve1 at December 31, 2022
Cash flow hedges
Foreign exchange risk - Option/Forward contracts	(1)	146	4	(136)	Sales	13
Price risk - Commodities Option/Forward contracts	302	951	(153)	(80)	Sales, Cost of sales	1,020
Price risk - Emission rights forwards	1,786	120	(104)	(953)	Cost of sales	849
Total	2,087	1,217	(253)	(1,169)		1,882

1.The cash flow hedge reserve balance as of December 31, 2022 also includes 1023 deferred gains for the Company's share of such reserves at its equity method

investments, which are not disclosed above.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

342


	December 31, 2021
Hedging Instruments	Nominal amount of the hedging instrument	Assets carrying amount	Liabilities carrying amount	Line item in the statement of financial position where the hedging instrument is located
Cash flow hedges
Foreign exchange risk - Option/ Forward contracts	185	9	(2)	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Foreign exchange risk - Option/ Forward/Swap contracts	120	2	(5)	Other assets/Other long-term obligations
Price risk - Commodities forwards	872	325	(212)	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Price risk - Commodities forwards	1,321	299	(34)	Other assets/Other long-term obligations
Price risk - Emission rights forwards	1,555	2,447	—	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Total		3,082	(253)
Current derivative assets classified as cash flow hedge		2,781
Other current derivative assets		204
Total current derivative assets (note 4.5)		2,985
Non-current derivative assets classified as cash flow hedge		301
Other non-current derivative assets		17
Total non-current derivative assets (note 4.6)		318
Current derivative liabilities classified as cash flow hedge			(214)
Other current derivative liabilities			(102)
Total current derivative liabilities (note 4.8)			(316)
Non-current derivative liabilities classified as cash flow hedge			(39)
Other non-current derivative liabilities			(19)
Total non-current derivative liabilities (note 9.2)			(58)


	December 31, 2021
Hedging Instruments	Cash flow hedge reserve at December 31, 2020	Hedging gains or losses of the reporting period that were recognized in OCI	Gains or losses reclassification adjustment and hedge ineffectiveness	Basis adjustment	Line item in the statement of comprehensive income that includes the reclassification adjustment and hedge ineffectiveness	Cash flow hedge reserve1 at December 31, 2021
Cash flow hedges
Foreign exchange risk - Option/ Forward contracts	(13)	81	8	(77)	Sales	(1)
Price risk - Commodities forwards1	(2)	398	(55)	(39)	Sales, Cost of sales	302
Price risk - Emission rights forwards	214	1,700	(128)	—	Cost of sales	1,786
Total	199	2,179	(175)	(116)		2,087

1.The cash flow hedge reserve balance as of December 31, 2021 also includes 603 deferred gains for the Company's share of such reserves at its equity method

investments, which are not disclosed above

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

343

Net investment hedge

The Company designated a portfolio of euro denominated debt

(€4,862 million and €3,709 million as of December 31, 2022 and

2021, respectively) as a hedge of certain euro denominated

investments (€8,837 million and €8,261 million as of December

31, 2022 and 2021, respectively) in order to mitigate the foreign

currency risk arising from certain euro denominated subsidiaries

net assets. The risk arises from the fluctuation of the euro/U.S

dollar spot rate, which causes the amount of the net investments

to vary. The euro denominated debt is designated as a hedging

instrument for the change in the value of the net investments

that is attributable to changes in the euro/U.S. dollar spot rate.

As of December 31, 2022, the Company recognized 197 foreign

exchange gain (423 foreign exchange gain as of December 31,

2021) arising on the translation of the euro denominated debt

designated as a hedge of the euro denominated net investments

in foreign operations in other comprehensive income within the

foreign exchange translation reserve. The hedging instrument is

categorized as Level 2.

The Company has periodically hedged a part of its euro

denominated net investments via euro/U.S. dollar cross

currency swaps ("CCS"). These CCS, all of which have been

unwound, were designated as net investment hedges.

The following tables summarizes the historical gain/loss that will

be recycled to the consolidation statements of operations when

the hedged assets are disposed of.


	December 31, 2022						1
Date traded	Date maturity /unwound		Notional	OCI gross	Deferred tax	OCI net of deferred tax
December, 2014	January, 2016		375	83	(24)	59
May, 2015	March, 2020	'2	500	11	(3)	8
May, 2015	July, 2019		500	(16)	5	(11)
March, 2018	June, 2018		100	8	(2)	6
April, 2019	November, 2019		200	11	(3)	8
Total				97	(27)	70

1.In 2022 and in 2021, the Company did not designate any new CCS as net investment hedge.

2. On March 25, 2020 and March 26, 2020, the Company unwound euro/U.S. dollar CCS with a notional of 300 and 200, respectively, which were entered into on May 27,

2015 and designated as a net investment hedge of a euro denominated net investment in foreign operations amounting to €459. A deferred gain of 8, net of tax, was

recorded in other comprehensive income and it will be recycled to the consolidation statements of operations when the hedged assets are disposed of.


	December 31, 2022
Hedging Instruments	Nominal amount of the hedging instrument	Assets carrying amount	Liabilities carrying amount	Line item in the statement of financial position where the hedging instrument is located	Change in value used for calculating hedge ineffectiveness for 2021	Line item in the statement of comprehensive income that includes the recognized hedge ineffectiveness	Foreign currency translation reserve
Net investment hedges
Foreign exchange risk - Cross Currency Swap	—	—	—	N/a	—	N/a	70
Foreign exchange risk - EUR debt	5,196	—	(5,186)	Short-term debt and current portion of long- term debt; long- term debt, net of current portion	—	N/a	456
Total	5,196	—	(5,186)		—		526

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

344


	December 31, 2021
Hedging Instruments	Nominal amount of the hedging instrument	Assets carrying amount	Liabilities carrying amount	Line item in the statement of financial position where the hedging instrument is located	Change in value used for calculating hedge ineffectiveness for 2020	Line item in the statement of comprehensive income that includes the recognized hedge ineffectiveness	Foreign currency translation reserve
Net investment hedges
Foreign exchange risk - Cross Currency Swap	—	—	—	N/a	—	N/a	70
Foreign exchange risk - EUR debt	4,204	—	(4,201)	Short-term debt and current portion of long-term debt; long-term debt, net of current portion	—	N/a	308
Total	4,204	—	(4,201)		—		378

Raw materials, freight, energy risks and emission rights

The Company is exposed to risks in fluctuations in prices of raw materials (including base metals such as zinc, nickel, aluminum, tin,

copper and iron ore), freight and energy, both through the purchase of raw materials and through sales contracts. The Company uses

financial instruments such as forward purchases or sales, options and swaps in order to manage the volatility of prices of certain raw

materials, freight and energy.

Fair values of raw material, freight, energy and emission rights instruments categorized as Level 2 are as follows:


	December 31,
	2022	2021
Base metals	5	27
Freight	(1)	5
Energy (oil, gas, electricity)	998	350
Emission rights	53	2,443
Total	1,055	2,825

Derivative assets associated with raw materials, energy, freight and emission rights	1,418	3,132
Derivative liabilities associated with raw materials, energy, freight and emission rights	(363)	(307)
Total	1,055	2,825

ArcelorMittal consumes large amounts of raw materials (the

prices of which are related to the London Metals Exchange price

index, the Steel Index and Platts Index), ocean freight (the price

of which is related to a Baltic Exchange Index), and energy (the

prices of which are mainly related to the New York Mercantile

Exchange energy index (NYMEX) and the European Energy

Exchange (EEX) power indexes). As a general matter,

ArcelorMittal is exposed to price volatility with respect to its

purchases in the spot market and under its long-term supply

contracts. In accordance with its risk management policy,

ArcelorMittal hedges a part of its exposure related to raw

materials procurements.

Emission rights

Pursuant to the application of the European Directive 2003/87/

EC of October 13, 2003, as amended by the European Directive

2009/29/EC of April 23, 2009, establishing a scheme for

emission allowance trading, the Company enters into certain

types of derivatives (mainly forward transactions and options) in

order to implement its management policy for associated risks.

As of December 31, 2022 and 2021, the Company had a net

notional position of 488 with a net positive fair value of 53 and a

net notional position of 1,555 with a net positive fair value of

2,443, respectively.

Credit risk

The Company’s treasury department monitors various market

data regarding the credit standings and overall reliability of the

financial institutions for all countries where the Company’s

subsidiaries operate. The choice of the financial institution for

the financial transactions must be approved by the treasury

department. Credit risk related to customers, customer credit

terms and receivables are discussed in note 4.3.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

345

Sensitivity analysis

Foreign currency sensitivity

The following tables detail the Company’s derivative financial

instruments' sensitivity to a 10% strengthening and a 10%

weakening in the U.S. dollar against the euro. A positive number

indicates an increase in profit or loss and other equity, where a

negative number indicates a decrease in profit or loss and other

equity.

The sensitivity analysis includes the Company’s complete

portfolio of foreign currency derivatives outstanding. The impact

on the non-euro derivatives reflects the estimated move of such

currency pairs, when the U.S. dollar appreciates or depreciates

10% against the euro, based on computations of correlations in

the foreign exchange markets in 2022 and 2021.


	December 31, 2022
	Income (loss)	Other Equity
10% strengthening in U.S. dollar	136	141
10% weakening in U.S. dollar	(141)	(153)


	December 31, 2021
	(loss) Income	Other Equity
10% strengthening in U.S. dollar	18	(10)
10% weakening in U.S. dollar	(30)	11

Cash flow sensitivity analysis for variable rate instruments

The following tables detail the Company’s variable interest rate

instruments’ sensitivity. A change of 100 basis points (“bp”) in

interest rates during the period would have increased

(decreased) profit or loss by the amounts presented below. This

analysis assumes that all other variables, in particular foreign

currency rates, remain constant.


	December 31, 2022
	Floating porting of net debt1	Interest Rate Swaps/ Forward Rate Agreements
100 bp increase	70	—
100 bp decrease	(70)	—


	December 31, 2021
	Floating porting of net debt1	Interest Rate Swaps/ Forward Rate Agreements
100 bp increase	36	—
100 bp decrease	(36)	—

1.See note 6.1.4 for a description of net debt (including fixed and floating

portion).

Base metals, energy, freight, emissions rights

The following tables detail the Company’s sensitivity to a 10%

increase and decrease in the price of the relevant base metals,

energy, freight and emissions rights. The sensitivity analysis

includes only outstanding, un-matured derivative instruments

either held for trading at fair value through the consolidated

statements of operations or designated in hedge accounting

relationships.


	December 31, 2022
	Income (loss)	Other Equity Cash Flow Hedging Reserves
'+10% in prices
Base Metals	1	21
Iron Ore	—	5
Freight	1	—
Emission rights	—	29
Energy	1	145
'-10% in prices
Base Metals	(1)	(22)
Iron Ore	—	(5)
Freight	(1)	—
Emission rights	—	(29)
Energy	(1)	(144)


	December 31, 2021
	Income (loss)	Other Equity Cash Flow Hedging Reserves
'+10% in prices
Base Metals	2	33
Iron Ore	—	1
Freight	—	—
Emission rights	—	401
Energy	1	165
'-10% in prices
Base Metals	(2)	(33)
Iron Ore	—	(1)
Freight	—	—
Emission rights	—	(401)
Energy	(1)	(165)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

346

NOTE 7: LEASES

As a lessee, the Company assesses if a contract is or contains

a lease at inception of the contract. A contract is or contains a

lease if the contract conveys the right to control the use of an

identified asset for a period of time in exchange for

consideration.

The Company recognizes a right-of-use asset and a lease

liability at the commencement date, except for short-term leases

of twelve months or less and leases for which the underlying

asset is of low value, which are expensed in the consolidated

statement of operations on a straight-line basis over the lease

term.

The lease liability is initially measured at the present value of the

lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease, or, if not

readily determinable, the incremental borrowing rate specific to

the country, term and currency of the contract. Lease payments

can include fixed payments, variable payments that depend on

an index or rate known at the commencement date, as well as

any extension or purchase options, if the Company is

reasonably certain to exercise these options. The lease liability

is subsequently measured at amortized cost using the effective

interest method and remeasured with a corresponding

adjustment to the related right-of-use asset when there is a

change in future lease payments in case of renegotiation,

changes of an index or rate or in case of reassessments of

options.

The right-of-use asset comprises, at inception, the initial lease

liability, any initial direct costs and, when applicable, the

obligations to refurbish the asset, less any incentives granted by

the lessors. The right-of-use asset is subsequently depreciated

on a straight-line basis to the earlier end of its estimated useful

life or the end of the lease term or to the end of the estimated

useful life of the underlying asset, if the lease transfers the

ownership of the underlying asset to the Company at the end of

the lease term or if the cost of the right-of-use asset reflects that

the lessee will exercise a purchase option. Right-of-use assets

are also subject to testing for impairment if there is an indicator

that they may be impaired.

Variable lease payments not included in the measurement of the

lease liabilities are expensed to the consolidated statement of

operations in the period in which the events or conditions which

trigger those payments occur.

In the statement of financial position, right-of-use assets and

lease liabilities are classified, respectively, as part of property,

plant and equipment and short-term/long-term debt.

Balances for the Company’s lease activities are summarized as follows:


	As at December 31, 2022	As at December 31, 2021
Lease liabilities	1,056	880
Right of-use assets:
Land, buildings and improvements	854	729
Machinery, equipment and others	356	343
Total right-of-use assets	1,210	1,072

	Year ended December 31, 2022	Year ended December 31, 2021
Depreciation and impairment charges:
Land, buildings and improvements	133	120
Machinery, equipment and others	70	70
Total depreciation and impairment charges	203	190

Other lease related expenses:
Interest expense on lease liabilities	34	33
Expenses of short-term leases	96	79
Expenses of leases of low-value assets	71	65
Expenses related to variable lease payments not included in the measurement of lease liabilities	87	86

Additions to right-of-use assets	418	313
Lease payments recorded as reduction of lease liabilities and cash outflow from financing activities	185	199

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

347

The Company's lease contracts relate to a variety of assets used in its operational and administrative activities through several units,

such as land, buildings, vehicles, industrial machinery, logistic and commercial facilities and power generation facilities. There are no

sale and lease back transactions and no restrictions or covenants are imposed by the Company's current effective lease contracts.

The maturity analysis of the lease liabilities as of December 31, 2022 and December 31, 2021, is as follows:


				December 31, 2022
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Lease liabilities (undiscounted)	270	297	183	1,028	1,778


				December 31, 2021
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Lease liabilities (undiscounted)	222	254	152	836	1,464

Expenses for variable lease payments relate to rental fees that vary based on the actual level of activities or performance of the

underlying leased assets such as a percentage of sales of the Company's goods through certain leased commercial warehouses and

fixed rental fees per actual unit of output produced or transported by the leased assets.

An estimation of the future cash outflows to which the Company is potentially exposed in relation to those contracts involving variable

lease payments, which are not reflected in the measurement of lease liabilities as of December 31, 2022 and December 31, 2021, is as

follows:


					December 31, 2022
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Potential variable lease payments	76	124	85	83	368


					December 31, 2021
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Potential variable lease payments	79	140	84	119	422

Also, some of the Company's lease contracts have extension and/or termination options as well as residual value guarantees whose

amounts are not reflected in the measurement of the lease liabilities as of December 31, 2022 and December 31, 2021. The potential

addition/(reduction) in future cash outflows to which the Company is exposed in case such options are exercised or the guarantees

required are as shown in the table below:


				December 31, 2022
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Potential extension options	1	2	1	—	4
Potential termination options	—	(1)	—	(1)	(2)
Potential residual value guarantees	1	2	2	1	6


				December 31, 2021
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Potential extension options	1	2	—	1	4
Potential termination options	—	(1)	—	—	(1)
Potential residual value guarantees	—	1	2	4	7

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

348

Undiscounted amounts related to lease contracts not yet commenced and therefore not included in the recognized lease liabilities as of

December 31, 2022 and December 31, 2021, to which the Company is committed are described below:


				December 31, 2022
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Leases not yet commenced	2	8	9	66	85


				December 31, 2021
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Leases not yet commenced	2	7	8	55	72

There were neither income from subleasing right-of-use assets

nor gains or losses from sales and leaseback for the years

ended December 31, 2022 and December 31, 2021.

NOTE 8: PERSONNEL EXPENSES AND DEFERRED

EMPLOYEE BENEFITS

8.1 Employees and key management personnel

As of December 31, 2022, 2021 and 2020, ArcelorMittal had

approximately 154,000, 158,000 and 168,000 employees,

respectively, and the total annual compensation of

ArcelorMittal’s employees in 2022, 2021 and 2020 was as

follows:


	Year ended December 31,
Employee Information	2022	2021	2020
Wages and salaries	6,463	6,707	7,681
Defined benefits cost (see note 8.2)	153	117	260
Other staff expenses	1,300	1,166	1,405
Total	7,916	7,990	9,346

The total annual compensation of ArcelorMittal’s key

management personnel, including its Board of Directors,

expensed in 2022, 2021 and 2020 was as follows:


	Year ended December 31,
	2022	2021	2020
Base salary and directors fees	11	10	7
Short-term performance- related bonus	16	12	3
Post-employment benefits	1	2	1
Share-based payments	7	7	4

The fair value of the shares allocated based on Restricted Share

Unit (“RSU”) and Performance Share Unit (“PSU”) plans to

ArcelorMittal’s key management personnel was recorded as an

expense in the consolidated statements of operations over the

relevant vesting periods.

As of December 31, 2022, 2021 and 2020, ArcelorMittal did not

have any outstanding loans or advances to members of its

Board of Directors or key management personnel, and, as of

December 31, 2022, 2021 and 2020, ArcelorMittal had not given

any guarantees for the benefit of any member of its Board of

Directors or key management personnel.

8.2 Deferred employee benefits

ArcelorMittal’s operating subsidiaries sponsor different types of

pension plans for their employees. Also, some of the operating

subsidiaries offer other post-employment benefits, that are

principally post-retirement healthcare plans. These benefits are

broken down into defined contribution plans and defined benefit

plans.

Defined contribution plans are those plans where ArcelorMittal

pays fixed or determinable contributions to external life

insurance or other funds for certain categories of employees.

Contributions are paid in return for services rendered by the

employees during the period. Contributions are expensed as

incurred consistent with the recognition of wages and salaries.

Defined benefit plans are those plans that provide guaranteed

benefits to certain categories of employees, either by way of

contractual obligations or through a collective agreement. For

defined benefit plans, the cost of providing benefits is

determined using the projected unit credit method, with actuarial

valuations being carried out each fiscal year.

The retirement benefit obligation recognized in the consolidated

statements of financial position represents the present value of

the defined benefit obligation less the fair value of plan assets.

The present value of the defined benefit obligation is determined

by discounting the estimated future cash outflows using interest

rates of high quality corporate bonds that are denominated in

the currency in which the benefits will be paid, and that have

terms to maturity approximating the terms of the related pension

obligation. Remeasurement arising from experience

adjustments and changes in actuarial assumptions are charged

or credited to other comprehensive income in the period in

which they arise. Any asset resulting from this calculation is

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

349

limited to the present value of available refunds and reductions

in future contributions to the plan.

Current service cost, which is the increase of the present value

of the defined benefit obligation resulting from the employee

service in the current period, is recorded as an expense as part

of cost of sales and selling, general and administrative

expenses in the consolidated statements of operations. The net

interest cost, which is the change during the period in the net

defined benefit liability or asset that arises from the passage of

time, is recognized as part of financing costs net in the

consolidated statements of operations.

The Company recognizes gains and losses on the settlement of

a defined benefit plan when the settlement occurs. The gain or

loss on settlement comprises any resulting change in the fair

value of plan assets and any change in the present value of the

defined benefit obligation. Past service cost is the change in the

present value of the defined benefit obligation resulting from a

plan amendment or a curtailment. Past service cost is

recognized immediately in the consolidated statements of

operations in the period in which it arises.

Termination plans are those plans that primarily correspond to

terminating an employee’s contract usually following the

decision of the employee before the normal retirement date.

Liabilities for termination plans are recognized when the affected

employees have formally been informed and when amounts

owed have been determined using an appropriate actuarial

calculation. Liabilities relating to long-term termination plans

(like early retirement plans) are calculated annually on the basis

of the number of employees that have taken or contractually

agreed to take early retirement and are discounted using an

interest rate that corresponds to that of high quality bonds that

have maturity dates similar to the terms of the Company’s early

retirement obligations. Provisions for social plans are recorded

in connection with voluntary separation plans. Voluntary

retirement plans primarily correspond to the practical

implementation of social plans or are linked to collective

agreements signed with certain categories of employees. The

Company recognizes a liability and expense when it can no

longer withdraw the offer or, if earlier, when it has a detailed

formal plan which has been communicated to employees or

their representatives.

Other long-term employee benefits include various plans that

depend on the length of service, such as long service and

sabbatical awards, disability benefits and long-term

compensated absences such as sick leave. The amount

recognized as a liability is the present value of benefit

obligations at the consolidated statements of financial position

date, and all changes in the provision (including actuarial gains

and losses or past service costs) are recognized in the

consolidated statements of operations in the period in which

they arise.

The expense associated with the above pension plans and post-

employment benefits, as well as the carrying amount of the

related liability/asset on the consolidated statements of financial

position are based on a number of assumptions and factors

such as discount rates, expected rate of compensation increase,

healthcare cost trend rates, mortality rates and retirement rates.

•Discount rates – The discount rate is based on several

high quality corporate bond indexes and yield curves in

the appropriate jurisdictions. In countries where there is

no deep market in such bonds, the market rates on

government bonds are used. Nominal interest rates

vary worldwide due to exchange rates and local

inflation rates.

•Rate of compensation increase – The rate of

compensation increase reflects actual experience and

the Company’s long-term outlook, including

contractually agreed wage rate increases for

represented hourly employees.

•Healthcare cost trend rate – The healthcare cost trend

rate is based on historical retiree cost data, near-term

healthcare outlook, including appropriate cost control

measures implemented by the Company, and industry

benchmarks and surveys.

•Mortality and retirement rates – Mortality and

retirement rates are based on actual and projected

plan experience.

Statements of Financial Position

Total deferred employee benefits including pension or other

post-employment benefits, are as follows:


	December 31,
	2022	2021
Pension plan benefits	1,543	2,334
Other post-employment benefits and other long-term employee benefits ("OPEB")	861	1,184
Termination benefits	150	191
Defined benefit liabilities	2,554	3,709
Provisions for social plans (non-current)	52	63
Total	2,606	3,772

This note, including the table above, discloses the following

benefit categories:

•pension plan benefits are pension plans and lump sum

benefits that are classified under post employment

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

350

benefits as required by IAS 19 which are not

mandatory by law;

•other post employment and other long-term employee

benefits, also referred to as, OPEB which includes all

other post employment benefits as defined in IAS 19

(e.g. lump sum benefits which are mandatory by law,

medical insurance and life insurance) together with all

other long-term employee benefits as defined in IAS

19;

•termination benefits, which relate to provisions for long

term termination benefits as defined in IAS 19 (e.g.

early retirement benefits); and

•provisions for social plans (non-current) which relate to

provisions for social plans in restructuring provisions as

required by IAS 37, including a provision of 55 related

to early retirement scheme in Spain recognized in cost

of sales.

The provisions for termination benefits relate to European

countries (Belgium, Spain, Germany and Luxembourg).

Pension plans

This section includes post employment benefits that are pension

plan and lump sum benefits which are not mandatory by law. A

summary of the significant defined benefit pension plans is as

follows:

Canada

The primary pension plans are those of ArcelorMittal Dofasco,

AMMC and ArcelorMittal Long Products Canada.

The ArcelorMittal Dofasco pension plan is a hybrid plan

providing the benefits of both a defined benefit and defined

contribution pension plan. The defined contribution component

is financed by both employer and employee contributions. The

employer’s defined contribution is based on a percentage of

company profits. The defined benefit pension plan was closed

for new hires on December 31, 2010 and replaced by a new

defined contribution pension plan with contributions related to

age, service and earnings.

At the end of 2012, ArcelorMittal Dofasco froze and capped

benefits for the majority of its hourly and salaried employees

who were still accruing service under the defined benefit plan

and began transitioning these employees to the new defined

contribution pension plan for future pension benefits.

The AMMC defined benefit plan provides salary related benefit

for non-union employees and a flat dollar pension depending on

an employee’s length of service for union employees. This plan

was closed for new non-union hires on December 31, 2009 and

replaced by a defined contribution pension plan with

contributions related to age and service. Effective January 1,

2015, AMMC implemented a plan to transition its non-union

employees who were still benefiting under the defined benefit

plan to a defined contribution pension plan. Transition dates can

extend up to January 1, 2025 depending on the age and service

of each member.

ArcelorMittal Long Products Canada sponsors several defined

benefit and defined contribution pension plans for its various

groups of employees, with most defined benefit plans closed to

new entrants several years ago. The primary defined benefit

pension plan sponsored by ArcelorMittal Long Products Canada

provides certain unionized employees with a flat dollar pension

depending on an employee’s length of service.

ArcelorMittal Long Products Canada continued to operate under

a six-year collective labor agreement ("CLA") renewed in July

2020 with its Contrecoeur-West union group. The defined

benefit plan was closed to new hires. A new defined contribution

type arrangement was established for new hires. The six-year

labor agreement ratified in February 2016, covering Contrecoeur

East and Longueuil facilities remains valid until January 31,

2022. The positive vote of the workers assembly on February

27, 2022 concluded the CLA negotiations for a new six-year

CLA ending the labor dispute which began on February 2, 2022.

In 2020, ArcelorMittal Long Products Canada entered into a buy-

in transaction for some of its fully funded pension plans

representing 112 obligations. In 2022, ArcelorMittal Long

Products Canada entered in a similar buy-in transaction

representing 166 obligations.

Brazil

The primary defined benefit plans, financed through trust

funds, have been closed to new entrants. Brazilian entities have

all established defined contribution plans that are financed by

employer and employee contributions.

Europe

Certain European operating subsidiaries maintain primarily

unfunded defined benefit pension plans for a certain number of

employees. Benefits are based on such employees’ length of

service and applicable pension table under the terms of

individual agreements. Some of these unfunded plans have

been closed to new entrants and replaced by defined

contribution pension plans for active members financed by

employer and employee contributions.

As from December 2015 new Belgian legislation modifies the

minimum guaranteed rates of return applicable to Belgian

defined contribution plans. For insured plans, the rates of 3.25%

on employer contributions and 3.75% on employee contributions

will continue to apply to the accumulated pre-2016 contributions.

For contributions paid as from January 1, 2016, a new variable

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

351

minimum guaranteed rate of return applies. From 2016 through

2022, the minimum guaranteed rate of return was 1.75% and

this percentage will be also applicable for the year 2023. Due to

the statutory minimum guaranteed return, Belgian defined

contribution plans do not meet the definition of defined

contribution plans under IFRS. Therefore, the Belgian defined

contribution plans are classified as defined benefit plans.

Others

A very limited number of defined benefit plans are in place in

other countries (such as Kazakhstan, Mexico, Morocco, Ukraine

and the United States of America).

The majority of the funded defined benefit pension plans

described earlier provide benefit payments from trustee-

administered funds. ArcelorMittal also sponsors a number of

unfunded plans where the Company meets the benefit payment

obligation as it falls due. Plan assets held in trusts are legally

separated from the Company and are governed by local

regulations and practice in each country, as is the nature of the

relationship between the Company and the governing bodies

and their composition. In general terms, governing bodies are

required by law to act in the best interest of the plan members

and are responsible for certain tasks related to the plan (e.g.

setting the plan's investment policy).

In case of the funded pension plans, the investment positions

are generally managed within an asset-liability matching ("ALM")

framework that has been developed to achieve long-term

investments that are in line with the obligations of the pension

plans.

A long-term investment strategy has been set for ArcelorMittal’s

major funded pension plans, with its asset allocation comprising

of a mixture of equity securities, fixed income securities, real

estate and other appropriate assets. This recognizes that

different asset classes are likely to produce different long-term

returns and some asset classes may be more volatile than

others. The long-term investment strategy ensures, in particular,

that investments are adequately diversified.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

352

The following tables detail the reconciliation of defined benefit obligation (“DBO”), plan assets, irrecoverable surplus and statements of

financial position.


	Year ended December 31, 2022
	Total	Canada	Brazil	Europe	Other
Change in benefit obligation
Benefit obligation at beginning of the period	6,739	3,306	398	2,751	284
Current service cost	99	24	—	63	12
Interest cost on DBO	183	95	39	26	23
Past service cost - Plan amendments	5	9	—	(4)	—
Past service cost - Curtailments	(26)	—	—	(26)	—
Plan participants’ contribution	1	—	—	1	—
Actuarial (gain) loss	(1,287)	(647)	—	(645)	5
Demographic assumptions	42	—	—	(1)	43
Financial assumptions	(1,452)	(678)	(31)	(699)	(44)
Experience adjustment	123	31	31	55	6
Benefits paid	(388)	(208)	(36)	(117)	(27)
Foreign currency exchange rate differences and other movements	(394)	(204)	30	(200)	(20)
Benefit obligation at end of the period	4,932	2,375	431	1,849	277

Change in plan assets
Fair value of plan assets at beginning of the period	4,496	3,163	376	918	39
Interest income on plan assets	130	87	34	8	1
Return on plan assets less than discount rate	(705)	(473)	(9)	(213)	(10)
Employer contribution	65	22	—	43	—
Plan participants’ contribution	1	—	—	1	—
Benefits paid	(296)	(206)	(36)	(52)	(2)
Foreign currency exchange rate differences and other movements	(225)	(193)	26	(58)	—
Fair value of plan assets at end of the period	3,466	2,400	391	647	28

Present value of the wholly or partly funded obligation	(3,895)	(2,364)	(431)	(1,072)	(28)
Fair value of plan assets	3,466	2,400	391	647	28
Net present value of the wholly or partly funded obligation	(429)	36	(40)	(425)	—
Present value of the unfunded obligation	(1,037)	(11)	—	(777)	(249)
Prepaid due to unrecoverable surpluses	(33)	(27)	(3)	(3)	—
Net amount recognized	(1,499)	(2)	(43)	(1,205)	(249)

Net assets related to funded obligations	44	39	—	4	1
Recognized liabilities	(1,543)	(41)	(43)	(1,209)	(250)

Change in unrecoverable surplus
Unrecoverable surplus at beginning of the period	(33)	(28)	(2)	(3)	—
Interest cost on unrecoverable surplus	(1)	(1)	—	—	—
Change in unrecoverable surplus in excess of interest	(1)	—	(1)	—	—
Exchange rates changes	2	2	—	—	—
Unrecoverable surplus at end of the period	(33)	(27)	(3)	(3)	—

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

353


	Year ended December 31, 2021
	Total	Canada	Brazil	Europe	Other
Change in benefit obligation
Benefit obligation at beginning of the period	7,604	3,590	517	3,173	324
Current service cost	105	29	—	69	7
Interest cost on DBO	162	89	33	17	23
Past service cost - Plan amendments	31	28	—	3	—
Plan participants’ contribution	1	—	—	1	—
Settlements	(5)	(4)	(1)	—	—
Actuarial (gain) loss	(509)	(216)	(83)	(173)	(37)
Demographic assumptions	9	—	10	(1)	—
Financial assumptions	(364)	(207)	(103)	(13)	(41)
Experience adjustment	(154)	(9)	10	(159)	4
Benefits paid	(428)	(219)	(31)	(148)	(30)
Foreign currency exchange rate differences and other movements	(222)	9	(37)	(191)	(3)
Benefit obligation at end of the period	6,739	3,306	398	2,751	284

Change in plan assets
Fair value of plan assets at beginning of the period	4,654	3,167	435	1,007	45
Interest income on plan assets	108	76	26	5	1
Return on plan assets greater (less) than discount rate	41	103	(25)	(33)	(4)
Employer contribution	72	29	—	43	—
Plan participants’ contribution	1	—	—	1	—
Settlements	(5)	(4)	(1)	—	—
Benefits paid	(313)	(218)	(31)	(61)	(3)
Foreign currency exchange rate differences and other movements	(62)	10	(28)	(44)	—
Fair value of plan assets at end of the period	4,496	3,163	376	918	39

Present value of the wholly or partly funded obligation	(5,222)	(3,291)	(398)	(1,501)	(32)
Fair value of plan assets	4,496	3,163	376	918	39
Net present value of the wholly or partly funded obligation	(726)	(128)	(22)	(583)	7
Present value of the unfunded obligation	(1,517)	(15)	—	(1,250)	(252)
Prepaid due to unrecoverable surpluses	(33)	(28)	(2)	(3)	—
Net amount recognized	(2,276)	(171)	(24)	(1,836)	(245)

Net assets related to funded obligations	58	47	—	4	7
Recognized liabilities	(2,334)	(218)	(24)	(1,840)	(252)

Change in unrecoverable surplus
Unrecoverable surplus at beginning of the period	(27)	(23)	(1)	(3)	—
Interest cost on unrecoverable surplus	(1)	(1)	—	—	—
Change in unrecoverable surplus in excess of interest	(5)	(4)	(1)	—	—
Unrecoverable surplus at end of the period	(33)	(28)	(2)	(3)	—

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

354

The following tables detail the components of net periodic pension cost:


	Year ended December 31, 2022
Net periodic pension cost (income)	Total	Canada	Brazil	Europe	Others
Current service cost	99	24	—	63	12
Past service cost - Plan amendments	5	9	—	(4)	—
Past service cost - Curtailments	(26)	—	—	(26)	—
Net interest cost (income) on net DB liability (asset)	52	7	5	18	22
Total	130	40	5	51	34


	Year ended December 31, 2021
Net periodic pension cost (income)	Total	Canada	Brazil	Europe	Others
Current service cost	105	29	—	69	7
Past service cost - Plan amendments	31	28	—	3	—
Net interest cost/(income) on net DB liability (asset)	55	14	7	12	22
Total	191	71	7	84	29


	Year ended December 31, 2020
Net periodic pension cost (income)	Total	Canada	Brazil	Europe	Others
Current service cost	129	25	—	64	40
Past service cost - Plan amendments	6	3	—	4	(1)
Past service cost - Curtailments	2	—	—	—	2
Net interest cost (income) on net DB liability (asset)	88	13	5	21	49
Total	225	41	5	89	90

Other post-employment benefits and other long-term employee

benefits ("OPEB")

This section includes post employment employees benefits that

are not disclosed above (i.e. includes lump sum benefits which

are mandatory by law, medical insurance and life insurance). In

addition, this section includes all other long-term employee

benefits.

ArcelorMittal’s principal operating subsidiaries in Canada,

Europe and certain other countries, provide other post

employment benefits and other long-term employee benefits,

including medical benefits and life insurance benefits, work

medals and retirement indemnity plans, to employees and

retirees.

In April 2021, ArcelorMittal Poland and trade unions reached an

agreement on the new CLA. The parties agreed a ten-year

transition period for retirement benefits and jubilee awards. At

the end of the transition period, in 2031, ArcelorMittal Poland will

pay the retirement benefits based on the labor code. In June

2021, the CLA was registered by the National Labor

Inspectorate in Poland and accordingly ArcelorMittal Poland

recognized total plan amendment and curtailment gain of 51 in

cost of sales.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

355

Summary of changes in the other post-employment benefit obligation and changes in plan assets are as follows:


	Year ended December 31, 2022
	Total	Canada	Europe	Others
Change in benefit obligation
Benefit obligation at beginning of the period	1,190	661	423	106
Current service cost	37	11	21	5
Interest cost on DBO	30	19	5	6
Actuarial (gain) loss	(250)	(163)	(71)	(16)
Demographic assumptions	1	—	—	1
Financial assumptions	(251)	(155)	(84)	(12)
Experience adjustment	—	(8)	13	(5)
Benefits paid	(71)	(32)	(32)	(7)
Foreign currency exchange rate differences and other movements	(70)	(41)	(32)	3
Benefit obligation at end of the period	866	455	314	97

Change in plan assets
Fair value of plan assets at beginning of the period	6	—	6	—
Return on plan assets less than discount rate	(1)	—	(1)	—
Fair value of plan assets at end of the period	5	—	5	—

Present value of the wholly or partly funded obligation	(20)	—	(20)	—
Fair value of plan assets	5	—	5	—
Net present value of the wholly or partly funded obligation	(15)	—	(15)	—
Present value of the unfunded obligation	(846)	(455)	(294)	(97)
Net amount recognized	(861)	(455)	(309)	(97)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

356


	Year ended December 31, 2021
	Total	Canada	Europe	Others
Change in benefit obligation
Benefit obligation at beginning of the period	1,438	742	590	106
Current service cost	9	(1)	7	3
Interest cost on DBO	25	18	2	5
Past service cost - Plan amendments	(57)	1	(58)	—
Past service cost - Curtailments	(7)	—	(7)	—
Actuarial (gain) loss	(111)	(66)	(43)	(2)
Demographic assumptions	(1)	(2)	1	—
Financial assumptions	(66)	(55)	(5)	(6)
Experience adjustment	(44)	(9)	(39)	4
Benefits paid	(82)	(34)	(44)	(4)
Foreign currency exchange rate differences and other movements	(25)	1	(24)	(2)
Benefit obligation at end of the period	1,190	661	423	106

Change in plan assets
Fair value of plan assets at beginning of the period	6	—	6	—
Return on plan assets greater/(less) than discount rate	1	—	1	—
Benefits paid	(1)	—	(1)	—
Fair value of plan assets at end of the period	6	—	6	—

Present value of the wholly or partly funded obligation	(29)	—	(29)	—
Fair value of plan assets	6	—	6	—
Net present value of the wholly or partly funded obligation	(23)	—	(23)	—
Present value of the unfunded obligation	(1,161)	(661)	(394)	(106)
Net amount recognized	(1,184)	(661)	(417)	(106)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

357

The following tables detail the components of net periodic other post-employment cost:


	Year ended December 31, 2022
Components of net periodic OPEB cost (income)	Total	Canada	Europe	Others
Current service cost	37	11	21	5
Net interest cost (income) on net DB liability (asset)	29	19	4	6
Actuarial gain recognized during the year	(20)	—	(20)	—
Total	46	30	5	11


	Year ended December 31, 2021
Components of net periodic OPEB cost (income)	Total	Canada	Europe	Others
Current service cost	9	(1)	7	3
Past service cost - Plan amendments	(57)	1	(58)	—
Past service cost - Curtailments	(7)	—	(7)	—
Net interest cost (income) on net DB liability (asset)	25	18	2	5
Actuarial gain recognized during the year	(14)	(1)	(13)	—
Total	(44)	17	(69)	8


	Year ended December 31, 2020
Components of net periodic OPEB cost (income)	Total	Canada	Europe	Others
Current service cost	85	10	27	48
Past service cost - Plan amendments	(1)	(1)	—	—
Past service cost - Curtailments	3	—	—	3
Net interest cost (income) on net DB liability (asset)	110	19	7	84
Actuarial losses recognized during the year	8	—	8	—
Total	205	28	42	135

The following tables detail where the expense is recognized in the consolidated statements of operations:


	Year ended December 31,
	2022	2021	2020
Net periodic pension cost	130	191	225
Net periodic OPEB cost	46	(44)	205
Total	176	147	430

Cost of sales	115	72	189
Selling, general and administrative expenses	—	9	34
Financing costs - net	61	66	207
Total	176	147	430

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

358

Plan Assets

The weighted-average asset allocations for the funded defined benefit plans by asset category were as follows:


	December 31, 2022
		Canada	Brazil	Europe
Equity Securities		36%	6%	1%
- Asset classes that have a quoted market price in an active market		27%	4%	1%
- Asset classes that do not have a quoted market price in an active market		9%	2%	—
Fixed Income Securities (including cash)		43%	77%	69%
- Asset classes that have a quoted market price in an active market		42%	77%	55%
- Asset classes that do not have a quoted market price in an active market		1%	—	14%
Real Estate		10%	1%	—
- Asset classes that have a quoted market price in an active market		—	—	—
- Asset classes that do not have a quoted market price in an active market		10%	1%	—
Other		11%	16%	30%
- Asset classes that have a quoted market price in an active market		—	16%	7%
- Asset classes that do not have a quoted market price in an active market		11%	—	23%	' 1
Total		100%	100%	100%


	December 31, 2021
		Canada	Brazil	Europe
Equity Securities		35%	6%	1%
- Asset classes that have a quoted market price in an active market		27%	3%	1%
- Asset classes that do not have a quoted market price in an active market		8%	3%	—
Fixed Income Securities (including cash)		53%	87%	69%
- Asset classes that have a quoted market price in an active market		49%	87%	69%
- Asset classes that do not have a quoted market price in an active market		4%	—	—
Real Estate		7%	1%	—
- Asset classes that have a quoted market price in an active market		—	—	—
- Asset classes that do not have a quoted market price in an active market		7%	1%	—
Other		5%	6%	30%
- Asset classes that have a quoted market price in an active market		—	6%	8%
- Asset classes that do not have a quoted market price in an active market		5%	—	22%	' 1
Total		100%	100%	100%

1.The percentage consists primarily of assets from insurance contracts in Belgium.

These assets do not include direct investments in ArcelorMittal stock or ArcelorMittal bonds. They may include ArcelorMittal shares or

bonds held by mutual fund investments. The invested assets produced an actual 576 loss and 150 return in 2022 and 2021,

respectively.

The Finance and Retirement Committees of the Boards of Directors for the respective operating subsidiaries have general supervisory

authority over the respective trust funds. These committees usually establish, monitor and review asset allocation targets for the

respective funds. Asset managers are permitted some flexibility to vary the asset allocation from the long-term investment strategy

within agreed upon control ranges. The established targets observed as of December 31, 2022 are as described below:

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

359


	December 31, 2022
		Canada	Brazil	Europe
Equity Securities		33%	6%	2%
Fixed Income Securities (including cash)		48%	77%	67%
Real Estate		8%	1%	—
Other		11%	16%	31%	' 1
Total		100%	100%	100%

1.The percentage consists primarily of assets from insurance contracts in Belgium.

Assumptions used to determine benefit obligations at December 31,


	Pension Plans			Other Post-employment Benefits
	2022	2021	2020	2022	2021	2020
Discount rate
Range	3.75% - 24.00%	1.00% - 11.00%	0.50% - 10.00%	3.50% - 9.30%	1.00% - 7.95%	0.50% - 6.20%
Weighted average	5.44%	2.75%	2.13%	5.10%	2.65%	1.84%
Rate of compensation increase
Range	2.00% - 15.00%	2.00% - 10.00%	1.72% - 10.00%	2.00% - 4.80%	2.00% - 4.80%	1.30% - 4.80%
Weighted average	3.01%	2.87%	2.71%	3.29%	3.14%	2.85%


	Other Post-employment Benefits
	2022	2021	2020
Healthcare cost trend rate assumed
Range	2.00% - 4.50%	1.30% - 4.50%	1.40% - 4.50%
Weighted average	3.97%	3.95%	3.94%

Cash contributions and maturity profile of the plans

In 2023, the Company expects its cash contributions to amount

to 153 for pension plans, 66 for other post-employment benefits

plans and 139 for defined contribution plans. In 2022 and 2021,

cash contributions to defined contributions plans were 141 and

78, respectively.

At December 31, 2022, the weighted average duration of

liabilities related to pension and other post-employment benefits

plans were 12 years and 12 years, respectively. At December

31, 2021, the weighted average duration of liabilities related to

pension and other post-employment benefits plans were 13

years and 14 years, respectively.

Risks associated with defined benefit plans

Through its defined benefit pension plans and OPEB plans,

ArcelorMittal is exposed to a number of risks, the most

significant of which are detailed below:

Changes in bond yields

An increase in corporate bond yields will decrease plan

liabilities, however it will decrease simultaneously the value of

the plans’ bond holdings.

Asset volatility

The plan liabilities are calculated using a discount rate set with

reference to corporate bond yields; if plan assets underperform

this yield, this will create a deficit. In most countries with funded

plans, plan assets hold a significant portion of equities, which

are expected to outperform corporate bonds in the long-term but

contribute to volatility and risk in the short-term. As the plans

mature, ArcelorMittal intends to reduce the level of investment

risk by investing more in assets that better match the liabilities.

However, ArcelorMittal believes that due to the long-term nature

of the plan liabilities, a level of continuing equity investment is

an appropriate element of a long-term strategy to manage the

plans efficiently.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

360

Life expectancy

Most plans provide benefits for the life of the covered members,

so increases in life expectancy will result in an increase in the

plans’ benefit obligations.

Assumptions regarding future mortality rates have been set

considering published statistics and, where possible,

ArcelorMittal’s own experience.

The current longevity at retirement underlying the values of the

defined benefit obligation was approximately 23 years.

Healthcare cost trend rate

The majority of the OPEB plans’ benefit obligations are linked to

the change in the cost of various health care components.

Future healthcare cost will vary based on several factors

including price inflation, utilization rate, technology advances,

cost shifting and cost containing mechanisms. A higher

healthcare cost trend would lead to higher OPEB plan benefit

obligations.

Sensitivity analysis

The following information illustrates the sensitivity to a change of the significant actuarial assumptions related to ArcelorMittal’s pension

plans (as of December 31, 2022, the defined benefit obligation for pension plans was 4,932):


	Effect on 2023 Pre-Tax Pension Expense (sum of service cost and interest cost)	Effect on December 31, 2022 DBO
Change in assumption
100 basis points decrease in discount rate	(14)	519
100 basis points increase in discount rate	12	(425)
100 basis points decrease in rate of compensation	(12)	(130)
100 basis points increase in rate of compensation	13	132
1 year increase of the expected life of the beneficiaries	7	121

The following table illustrates the sensitivity to a change of the significant actuarial assumptions related to ArcelorMittal’s OPEB plans

(as of December 31, 2022 the defined benefit obligation for post-employment benefit plans was 866):


	Effect on 2023 Pre-Tax OPEB Expense (sum of service cost and interest cost)	Effect on December 31, 2022 DBO
Change in assumption
100 basis points decrease in discount rate	(1)	95
100 basis points increase in discount rate	1	(77)
100 basis points decrease in healthcare cost trend rate	(4)	(52)
100 basis points increase in healthcare cost trend rate	5	64
1 year increase of the expected life of the beneficiaries	—	17

The above sensitivities reflect the effect of changing one

assumption at a time. Actual economic factors and conditions

often affect multiple assumptions simultaneously, and the effects

of changes in key assumptions are not necessarily linear.

8.3 Share-based payments

ArcelorMittal issues equity-settled share-based payments to

certain employees, including RSUs and PSUs. Equity-settled

share-based payments are measured at fair value (excluding

the effect of non market-based vesting conditions) at the grant

date. The fair value determined at the grant date of the equity-

settled share-based payments is expensed on a graded

vesting basis over the vesting period, based on the Company’s

estimate of the shares that will eventually vest and adjusted for

the effect of non market-based vesting conditions. Where the

fair value calculation requires modeling of the Company’s

performance against other market index, fair value is measured

using the Monte Carlo pricing model to estimate the forecasted

target performance goal for the company and its peer

companies. The expected life used in the model has been

adjusted, based on management’s best estimate, for the effects

of non-transferability, exercise restrictions and behavioral

considerations. In addition, the expected annualized volatility

has been set by reference to the implied volatility of options

available on ArcelorMittal shares in the open market, as well as,

historical patterns of volatility. For RSUs and PSUs, the fair

value determined at the grant date of the equity-settled share-

based payments is expensed on a straight line method over the

vesting period.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

361

ArcelorMittal Equity Incentive Plan

ArcelorMittal operates a long-term incentive plan ("the

ArcelorMittal Equity Incentive Plan") to incentivize shareholder

wealth creation in excess of performance of a peer group and

incentivize executives to achieve strategy. The ArcelorMittal

Equity Incentive Plan is intended to align the interests of the

Company’s shareholders and eligible employees by allowing

them to participate in the success of the Company. The

ArcelorMittal Equity Incentive Plan provides for the grant of

RSUs and PSUs to eligible Company employees (including

Executive Officers) and is designed to incentivize employees,

improve the Company’s long-term performance and retain key

employees.

The grant of PSUs under the ArcelorMittal Equity Incentive Plan

aims to serve as an effective performance-enhancing scheme

based on the employee’s contribution to the eligible

achievement of the Company’s strategy. Awards in connection

with PSUs are subject to the fulfillment of cumulative

performance criteria such as return on capital employed

("ROCE"), total shareholders return ("TSR"), earnings per share

("EPS") and since 2021, environmental, social and governance

("ESG") including health & safety, climate action and diversity &

inclusion, over a three-year period from the date of the PSU

grant. The employees eligible to receive PSUs are a sub-set of

the group of employees eligible to receive RSUs.

RSUs granted under the ArcelorMittal Equity Incentive Plan are

designed to provide a retention incentive to eligible employees.

RSUs are subject to “cliff vesting” after three years, with 100%

of the grant vesting on the third anniversary of the grant

contingent upon the continued active employment of the eligible

employee within the Company.

The maximum number of PSUs and RSUs available for grant

during any given year is subject to the prior approval of the

Company’s shareholders at the AGM. The 2020, 2021 and 2022

Caps for the number of PSUs/RSUs that may be allocated to the

Executive Office and other retention and performance based

grants below the Executive Office level, were approved at the

AGMs on June 13, 2020, June 8, 2021 and May 4, 2022

respectively, at a maximum of 4,250,000 shares, 3,500,000

shares and 3,500,000 shares, respectively.

In 2020, 316,684 RSUs were granted as a special grant with a

one year vesting period to compensate salary reduction in 2020

contingent upon the continued active employment of the eligible

employee within the Company until the vesting date, i.e.

December 14, 2021.

Conditions of the 2022 grant were as follows:


		Executive Office				Executive Officers
2022 Grant	l	PSUs with a three year performance period			l	PSUs with a three year performance period
	l	Value at grant 120% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:			l	Vesting conditions
			Threshold	Target			Target	Stretch
		TSR vs. peer group (50%) / EPS vs. peer group (20%)	100% vs. weighted average	≥120% vs. weighted average		TSR vs. peer group (40%)	100% weighted average	≥120% weighted average
		Vesting percentage	100%	150%		Vesting percentage	100%	150%
						Gap to competition (40%)	100% of target	120% of target
		ESG (30%): H&S 10%, Climate action 10% and D&I 10%	100% of target	120% of target		Vesting percentage	100%	150%
						ESG (20%): H&S 10%, Climate action 5% and D&I 5%	100% of target	120% of target
		Vesting percentage	100%	150%		Vesting percentage	100%	150%
					l	RSUs with a three year vesting period

Awards made in previous financial years which have not yet

reached the end of the vesting period

ArcelorMittal's Equity Incentive Plan for senior management

including Executive Officers follows the Company's strategy. In

addition to the 2022 grant, the summary of outstanding plans as

of December 31, 2022 is as follows:

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

362


	Executive Office				Executive Officers
2019 Grant	l	PSUs with a three year performance period			l	PSUs with a three year performance period
	l	Value at grant 100% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:			l	Vesting conditions:
			Threshold	Target
		TSR/EPS vs. peer group	100% median	≥120% median		ROCE		100% target 100% vesting
		TSR vs. S&P 500	Performance equal to Index	≥Performance equal to Index + 2% p.a. outperformance		Gap to competition (where applicable)		100% target 100% vesting
		Vesting percentage	50%	100%

	Executive Office				Executive Officers
2020 Grant	l	PSUs with a three year performance period			l	PSUs with a three year performance period
	l	Value at grant 100% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:			l	Vesting conditions:
			Threshold	Target			Threshold	Target
		TSR/EPS vs. peer group	100% median	≥120% median		TSR/EPS vs. peer group	100% median	≥120% median
						Vesting percentage	50%	100%
		TSR vs. S&P 500	Performance equal to Index	≥Performance equal to Index + 2% p.a. outperformance		Gap to competition (where applicable)		100% target 100% vesting
		Vesting percentage	50%	100%		Vesting percentage	0%	100%

					l	RSUs with a three year vesting period

					l	RSUs with a one year vesting period

		Executive Office				Executive Officers
2021 Grant	l	PSUs with a three year performance period			l	PSUs with a three year performance period
	l	Value at grant 100% of base salary for the Executive Chairman and the CEO
	l	Vesting conditions:			l	Vesting conditions
			Threshold	Target			Target	Stretch
		TSR vs. peer group (50%) / EPS vs. peer group (20%)	100% median	≥120% median		TSR vs. peer group (40%)	100% weighted average	≥120% weighted average
		Vesting percentage	50%	100%		Vesting percentage	100%	150%
						Gap to competition (40%)	100% of target	120% of target
		ESG (30%)		100% of target		Vesting percentage	100%	150%
						ESG (20%)	100% of target	120% of target
		Vesting percentage		100%			100%	150%
					l	RSUs with a three year vesting period
					l	RSUs with a two year vesting period

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

363

The following table summarizes the Company’s share unit plans outstanding as of December 31, 2022:


At Grant date						Number of shares issued as of December 31, 2022
Grant date	Type of plan	Number of shares	Number of beneficiaries	Maturity	Fair value per share	Shares outstanding	Shares forfeited	Shares vested
December 13, 2022	RSU	866,000	802	December 13, 2025	27.61	866,000	—	—
December 13, 2022	PSU	644,800	242	January 1, 2026	23.64	644,800	—	—
December 13, 2022	Executive Office	141,564	2	January 1, 2026	22.47	141,564	—	—
December 16, 2021	RSU	729,250	658	December 16, 2024	32.66	700,650	27,347	1,253
December 16, 2021	PSU	575,400	244	January 1, 2025	28.29	559,800	15,600	—
December 16, 2021	Executive Office	109,143	2	January 1, 2025	27.20	109,143	—	—
May 7, 2021	RSU	350,000	189	May 7, 2023	32.55	309,000	33,282	7,718
December 14, 2020	RSU	1,074,600	656	December 14, 2023	21.15	961,500	99,699	13,401
December 14, 2020	PSU	714,250	235	January 1, 2024	19.74	635,850	78,400	—
December 14, 2020	Executive Office	148,422	2	January 1, 2024	18.19	148,422	—	—
December 16, 2019	PSU	1,760,350	517	January 1, 2023	18.57	1,281,400	303,200	175,750
December 16, 2019	Executive Office	172,517	2	January 1, 2023	14.89	172,517	—	—
Total		7,286,296			$14.89 – $32.66	6,530,646	557,528	198,122

The compensation expense recognized for PSUs was 38, 35

and 30 for the years ended December 31, 2022, 2021 and 2020.

Share unit plan activity is summarized below as of and for each

year ended December 31, 2022, 2021 and 2020:


	RSUs		PSUs and Executive Office
	Number of shares	Fair value per share	Number of shares	Fair value per share
Outstanding, December 31, 2019	—	—	7,472,056	16.76
Granted	1,391,284	21.15	862,672	19.47
Exited	—	—	(658,141)	16.86
Forfeited	—	—	(526,420)	15.48
Outstanding, December 31, 2020	1,391,284	21.15	7,150,167	17.18
Granted	1,079,250	32.62	684,543	28.12
Exited	(315,699)	21.20	(613,385)	14.04
Forfeited	(59,885)	23.47	(2,915,514)	15.37
Outstanding, December 31, 2021	2,094,950	26.99	4,305,811	20.58
Granted	866,000	27.61	786,364	23.43
Exited	(17,294)	26.21	(673,661)	20.84
Forfeited	(106,506)	26.36	(725,018)	19.54
Outstanding, December 31, 2022	2,837,150	27.20	3,693,496	21.35

NOTE 9: PROVISIONS, CONTINGENCIES AND

COMMITMENTS

ArcelorMittal recognizes provisions for liabilities and probable

losses that have been incurred when it has a present legal or

constructive obligation as a result of past events, it is probable

that the Company will be required to settle the obligation and a

reliable estimate of the amount of the obligation can be made. If

the effect of the time value of money is material, provisions are

discounted using a current pre-tax rate that reflects, where

appropriate, the risks specific to the liability. Where discounting

is used, the increase in the provision due to the passage of time

is recognized as a financing cost. Future operating expenses or

losses are excluded from recognition as provisions as they do

not meet the definition of a liability. Contingent assets and

contingent liabilities are excluded from recognition in the

consolidated statements of financial position.

Provisions for onerous contracts are recorded in the

consolidated statements of operations when it becomes known

that the unavoidable costs of meeting the obligations under the

contract exceed the economic benefits expected to be received.

Assets dedicated to the onerous contracts are tested for

impairment before recognizing a separate provision for the

onerous contract.

Provisions for restructuring are recognized when and only when

a detailed formal plan exists and a valid expectation in those

affected by the restructuring has been raised, by starting to

implement the plan or announcing its main features.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

364

ArcelorMittal records asset retirement obligations (“ARO”)

initially at the fair value of the legal or constructive obligation in

the period in which it is incurred and capitalizes the ARO by

increasing the carrying amount of the related non-current asset.

The fair value of the obligation is determined as the discounted

value of the expected future cash flows. The liability is accreted

to its present value through net financing cost and the

capitalized cost is depreciated in accordance with the

Company’s depreciation policies for property, plant and

equipment. Subsequently, when reliably measurable, ARO is

recorded on the consolidated statements of financial position

increasing the cost of the asset and the fair value of the related

obligation. Foreign exchange gains or losses on AROs

denominated in foreign currencies are recorded in the

consolidated statements of operations.

ArcelorMittal is subject to changing and increasingly stringent

environmental laws and regulations concerning air emissions,

water discharges and waste disposal, as well as certain

remediation activities that involve the clean-up of soil and

groundwater. ArcelorMittal is currently engaged in the

investigation and remediation of environmental contamination at

a number of its facilities. Most of these are legacy obligations

arising from acquisitions.

Environmental costs that relate to current operations or to an

existing condition caused by past operations, and which do not

contribute to future revenue generation or cost reduction, are

expensed. Liabilities are recorded when environmental

assessments and/or remedial efforts are probable and the cost

can be reliably estimated based on ongoing engineering studies,

discussions with the environmental authorities and other

assumptions relevant to the nature and extent of the

remediation that may be required. The ultimate cost to

ArcelorMittal is dependent upon factors beyond its control such

as the scope and methodology of the remedial action

requirements to be established by environmental and public

health authorities, new laws or government regulations, rapidly

changing technology and the outcome of any potential related

litigation. Environmental liabilities are discounted if the

aggregate amount of the obligation and the amount and timing

of the cash payments are fixed or reliably determinable.

The estimates of loss contingencies for environmental matters

and other contingencies are based on various judgments and

assumptions including the likelihood, nature, magnitude and

timing of assessment, remediation and/or monitoring activities

and the probable cost of these activities. In some cases,

judgments and assumptions are made relating to the obligation

or willingness and ability of third parties to bear a proportionate

or allocated share of cost of these activities, including third

parties who sold assets to ArcelorMittal or purchased assets

from it subject to environmental liabilities. ArcelorMittal also

considers, among other things, the activity to date at particular

sites, information obtained through consultation with applicable

regulatory authorities and third-party consultants and

contractors and its historical experience with other

circumstances judged to be comparable. Due to the numerous

variables associated with these judgments and assumptions,

and the effects of changes in governmental regulation and

environmental technologies, both the precision and reliability of

the resulting estimates of the related contingencies are subject

to substantial uncertainties. As estimated costs to remediate

change, the Company will reduce or increase the recorded

liabilities through write backs or additional provisions in the

consolidated statements of operations. ArcelorMittal does not

expect these environmental issues to affect the utilization of its

plants, now or in the future.

ArcelorMittal is currently and may in the future be involved in

litigation, arbitration or other legal proceedings. Provisions

related to legal and arbitration proceedings are recorded in

accordance with the principles described above.

Most of these claims involve highly complex issues. Often these

issues are subject to substantial uncertainties and, therefore,

the probability of loss and an estimation of damages are difficult

to ascertain. Consequently, ArcelorMittal may be unable to make

a reliable estimate of the expected financial effect that will result

from ultimate resolution of the proceeding. In those cases,

ArcelorMittal has disclosed information with respect to the

nature of the contingency. ArcelorMittal has not accrued a

provision for the potential outcome of these cases.

For cases in which the Company was able to make a reliable

estimate of the expected loss or range of probable loss and has

accrued a provision for such loss, it believes that publication of

this information on a case-by-case basis would seriously

prejudice the Company’s position in the ongoing legal

proceedings or in any related settlement discussions.

Accordingly, in these cases, the Company has disclosed

information with respect to the nature of the contingency, but

has not disclosed its estimate of the range of potential loss.

In the cases in which quantifiable fines and penalties have been

assessed, the Company has indicated the amount of such fine

or penalty or the amount of provision accrued that is the

estimate of the probable loss.

These assessments can involve a series of complex judgments

about future events and can rely heavily on estimates and

assumptions. The assessments are based on estimates and

assumptions that have been deemed reasonable by

management. The Company believes that the aggregate

provisions recorded for the above matters are adequate based

upon currently available information. However, given the

inherent uncertainties related to these cases and in estimating

contingent liabilities, the Company could, in the future, incur

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

365

judgments that have a material adverse effect on its results of

operations in any particular period. The Company considers it

highly unlikely, however, that any such judgments could have a

material adverse effect on its liquidity or financial condition.

9.1 Provisions


	Balance at December 31, 2021	Additions1	Deductions/ Payments	Effects of foreign exchange and other movements	Balance at December 31, 2022
Environmental	595	59	(61)	(27)	566
Emission obligations	492	477	(443)	(4)	522
Asset retirement obligations	397	22	(41)	(29)	349
Site restoration	220	—	(54)	(14)	152
Staff related obligations	120	40	(29)	6	137
Voluntary separation plans	31	3	(18)	7	23
Litigation and other (see note 9.3)	323	53	(103)	16	289
Tax claims	79	9	(24)	9	73
Other legal claims	244	44	(79)	7	216
Commercial agreements and onerous contracts	23	9	(4)	—	28
Other	361	84	(124)	20	341
	2,562	747	(877)	(25)	2,407
Short-term provisions	1,064				1,101
Long-term provisions	1,498				1,306
	2,562				2,407


	Balance at December 31, 2020	Additions1	Deductions/ Payments	Effects of foreign exchange and other movements	Balance at December 31, 2021
Environmental	661	47	(65)	(48)	595
Emission obligations	571	606	(565)	(120)	492
Asset retirement obligations	397	20	(5)	(15)	397
Site restoration	309	25	(93)	(21)	220
Staff related obligations	127	40	(31)	(16)	120
Voluntary separation plans	55	13	(27)	(10)	31
Litigation and other (see note 9.3)	269	143	(70)	(19)	323
Tax claims	62	32	(10)	(5)	79
Other legal claims	207	111	(60)	(14)	244
Commercial agreements and onerous contracts	25	4	(5)	(1)	23
Other	218	278	(112)	(23)	361
	2,632	1,176	(973)	(273)	2,562
Short-term provisions	935				1,064
Long-term provisions	1,697				1,498
	2,632				2,562

1.Additions exclude provisions reversed or utilized during the same year.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

366

The Company uses derivative financial instruments and spot

purchases to manage its exposure to fluctuations in prices of

emission rights allowances. See note 6.3 for the details of the

cash flow hedging in place for emission rights, note 4.5 for CO2

emission rights held as current assets and note 5.1 for CO2

emission rights held as Intangible non-current assets. The

Company also receives indirect compensation through rebates

on its energy tariffs.

There are uncertainties regarding the timing and amount of the

provisions above. Changes in underlying facts and

circumstances for each provision could result in differences in

the amounts provided for and the actual outflows. In general,

provisions are presented on a non-discounted basis due to the

uncertainties regarding the timing or the short period of their

expected consumption.

Environmental provisions have been estimated based on

internal and third-party estimates of contaminations, available

remediation technology, and environmental regulations.

Estimates are subject to revision as further information develops

or circumstances change.

Provisions for site restoration are related to costs in connection

with the dismantling of site facilities, mainly in France and

Poland, of which 79 and 98 at December 31, 2022 and 2021,

respectively, with respect to the dismantling of the Florange

liquid phase.

Provisions for staff related obligations primarily concern Brazil

and are related to various employees’ compensation.

Provisions for voluntary separation plans primarily relate to

plans in Spain, France, Brazil, Luxembourg and Germany, which

are expected to be settled within one year.

Provisions for litigation include losses relating to present legal

obligations that are considered to be probable. Further detail

regarding legal matters is provided in note 9.3.

In 2022 and 2021 provisions for commercial agreements and

onerous contracts are primarily linked to onerous contracts

recognized in Poland, Spain and Brazil.

Other provisions increased by 240 as a result of the

Complementary Agreement Term signed on June 7, 2021

between ArcelorMittal Brasil, the Federal and State Prosecutor

Offices and the Commission representing affected people with

respect to the precautionary evacuation of the communities

close to the Serra Azul dam as well as the commitment to

implement action plans in order to ensure the stability, security

and decommissioning of the tailing dam. As of December 31,

2022 such provisions amounted to 187 (217 on December 31,

2021). Other provisions comprise as well technical warranties

and guarantees.

In 2021, other provisions decreased by 98 with respect to the

indemnification arrangement between the Company and Global

Chartering (see note 2.3.1) following a revision of the shipping

market rate outlook for certain of Global Chartering's fleet lease

terms.

Environmental Liabilities

ArcelorMittal’s operations are subject to a broad range of laws

and regulations relating to the protection of human health and

the environment at its multiple locations and operating

subsidiaries. As of December 31, 2022, excluding asset

retirement obligations, ArcelorMittal had established provisions

of 566 for environmental remedial activities and liabilities. The

provisions for all operations by geographic area included mainly

399 in Europe, 118 in South Africa and 44 in Canada. In

addition, ArcelorMittal and the previous owners of its facilities

have expended substantial amounts to achieve or maintain

ongoing compliance with applicable environmental laws and

regulations. ArcelorMittal expects to continue to expend

resources in this respect in the future.

Europe

Environmental provisions for ArcelorMittal’s operations in

Europe total 399 and are mainly related to the investigation and

remediation of environmental contamination at current and

former operating sites in Belgium (206), France (58),

Luxembourg (55), Poland (44), Germany (28) and Spain (8).

This investigation and remediation work relates to various

matters such as decontamination of water discharges, waste

disposal, cleaning water ponds and remediation activities that

involve the clean-up of soil and groundwater. These provisions

also relate to human health protection measures such as fire

prevention and additional contamination prevention measures to

comply with local health and safety regulations.

Belgium

In Belgium, environmental provisions amount to 206, of which

the most significant elements are legal site remediation

obligations linked to the closure of the primary installations at

ArcelorMittal Belgium (Liège). The provisions also concern the

external recovery and disposal of waste, residues or by-

products that cannot be recovered internally at the ArcelorMittal

Ghent and Liège sites and the removal and disposal of material

containing asbestos.

France

In France, environmental provisions of 58 principally relate to

the remediation of former sites, including several coke plants,

and the capping and monitoring of landfills or basins previously

used for residues and secondary material.

The remediation of the coke plants concerns mainly the

Thionville, Moyeuvre-Grande, Homecourt, Hagondange and

Micheville sites, and is related to treatment of soil and

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

367

groundwater. At the Thionville coke plant, soil remediation has

been completed, while additional investigations are ongoing for

groundwater.

ArcelorMittal is responsible for closure and final rehabilitation of

the rest of the site corresponding to the former Conroy and

Pérotin slag-heaps, for which the administrative procedure for

cessation of activity is underway but due to the COVID-19

pandemic the project slowed down and the remediation has

been postponed to 2023 due to change of regulator. In other

sites, ArcelorMittal France is responsible for monitoring the

concentration of organic compound and heavy metals in soil and

groundwater on all former sites closed and/or already

remediated. The Florange coke plant shut down in 2020 and is

now under investigation for its demolition and remediation.

ArcelorMittal France has an environmental provision that

principally relates to the remediation and improvement of

storage of secondary materials, the disposal of waste at

different ponds and landfills and an action plan for removing

asbestos from the installations and mandatory financial

guarantees to cover risks of major accident hazard or for

gasholders and waste storage. Most of the provision relates to

the stocking areas at the Dunkirk site that will need to be

restored to comply with local law and to the mothballing of the

liquid phase in Florange, including study and surveillance of soil

and water to prevent environmental damage, treatment and

elimination of waste and financial guarantees demanded by

Public Authorities. Environmental provisions also include

treatment of slag dumps at the Florange and Dunkirk sites as

well as removal and disposal of material containing asbestos at

the Dunkirk and Mardyck sites.

ArcelorMittal France also has an environmental provision that

principally relates to the remediation and improvement of

storage of secondary materials, the disposal of waste at

different ponds and landfills as the stocking areas at the Dunkirk

site need to be restored to comply with local law.

Luxembourg

In Luxembourg, environmental provisions of 55 relate to the

post-closure monitoring and remediation of former production

sites, waste disposal areas, slag deposits and mining sites.

ArcelorMittal Luxembourg is contractually liable to clean the

former Ehlerange slag deposit (93 hectares) and moves

approximately 400,000 cubic meters of material to other sites.

ArcelorMittal Luxembourg also has an environmental provision

to secure, stabilize and conduct waterproofing treatment on

mining galleries and entrances and various dumping areas in

Mondercange, Differdange and Dommeldange. In addition,

ArcelorMittal Luxembourg has secured the disposal of ladle

slag, sludge and certain other residues coming from different

sites at the Differdange dump for a total volume of 1,400,000

cubic meters until the end of 2021. At the end of 2022, the

studies for the covering process of this dump were completed. A

49 provision relates to such obligations.

ArcelorMittal Belval and Differdange has an environmental

provision of 6 to clean historical landfills in order to meet the

requirements of the Luxembourg Environment Administration

and to cover dismantling and soil cleaning costs of the former

PRIMOREC installation.

Poland

ArcelorMittal Poland’s environmental provision of 44 includes 27

for cleaning and remediation costs recognized in 2020 following

the closure of primary facilities in Kraków; the remaining 17

relates to the obligation to reclaim landfills in Kraków,

Zdzieszowice, Dabrowa Górnicza and to dispose the residues

from a landfill in Lipówka which cannot be internally recycled or

externally recovered in Dabrowa Gornicza, the storage and

disposal of iron-bearing sludge which cannot be reused in the

manufacturing process under the environmental law (i.e., waste

storage time cannot exceed three years) and also land

remediation in post-industrial areas in Ruszcza (district of

Kraków).

Germany

In Germany, the environmental provision of 28 essentially

relates to ArcelorMittal Bremen’s post-closure obligations mainly

established for soil remediation, groundwater treatment and

monitoring at the Prosper coke plant in Bottrop.

Spain

In Spain, ArcelorMittal España has environmental provisions of

8 due to obligations of sealing landfills basically located in the

Asturias site and post-closure obligations in accordance with

national legislation. These obligations include the collection and

treatment of leachates that can be generated during the

operational phase and a period of 30 years after the closure.

South Africa

AMSA has environmental provisions of 118 to be used over 13

years, mainly relating to environmental remediation obligations

attributable to historical or legacy settling/evaporation dams and

waste disposal activities. An important determinant in the final

timing of the remediation work relates to obtaining the

necessary environmental authorizations.

A provision of 37 relates to the decommissioned Pretoria Works

site. This site is in a state of partial decommissioning and

rehabilitation with only a small-sections rolling facility still in

operation. AMSA transformed this old plant into an industrial hub

for light industry since the late 1990s. Particular effort is directed

to landfill sites, with sales of slag from legacy disposal sites to

vendors in the construction industry continuing unabated, but

other remediation works continued at a slow pace as

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

368

remediation actions for these sites are long-term in nature in

terms of a remediation order received during October 2021 and

commenced with remediation during 2022.

The Vanderbijlpark Works site, the main flat carbon steel

operation of AMSA, contains a number of legacy facilities and

areas requiring remediation. The remediation entails the

implementation of rehabilitation and decontamination measures

of waste disposal sites, waste water dams, ground water and

historically contaminated open areas. Provisions relating to this

site amount to 18.

The Newcastle Works site is the main long carbon steel

operation of AMSA. A provision of 24 relates to this site. As with

all operating sites of AMSA, the above retirement and

remediation actions dovetail with numerous large capital

expenditure projects dedicated to environmental management.

In the case of the Newcastle site, the major current

environmental capital project is for air quality improvements,

waste site remediation and storm water management.

A provision of 35 relates to the environmental rehabilitation of

the Thabazimbi mine. AMSA holds an environmental trust which

holds investments for a value of 24 that will be used for

rehabilitation purposes.

The remainder of the obligation of 4 relates to Vereeniging site

for the historical pollution that needs to be remediated at waste

disposal sites, waste water dams and groundwater aquifers.

Canada

In Canada, ArcelorMittal Dofasco has an environmental

provision of 44 for the expected cost of remediating toxic

sediment located in the Company’s East Boatslip site, of which

1 is expected to be spent in 2023-2024.

Asset Retirement Obligations (“AROs”)

AROs arise from legal requirements and represent

management’s best estimate of the present value of the costs

that will be required to retire plant and equipment or to restore a

site at the end of its useful life, mainly in connection with mining

operations. As of December 31, 2022, ArcelorMittal had

established provisions for asset retirement obligations of 349,

including mainly 133 for Canada, 52 for Mexico, 41 for Ukraine,

36 for Germany, 22 for Brazil, 21 for Kazakhstan, 19 for Liberia

and 18 for South Africa. As of December 31, 2022, AROs related

to mining activities and total undiscounted amount of site

restoration obligations amounted to 287 and 934, respectively.

AROs in Canada are legal obligations for site restoration and

dismantling of the facilities near the mining sites in Mont-Wright

and Fire Lake, and the accumulation area of mineral substances

at the facility of Port-Cartier in Quebec, upon closure of the

mines pursuant to the restoring plan of the mines. In addition,

Dofasco has legal obligations for the former Sherman Mine site

near Temagami, Ontario.

AROs in Mexico relate to the restoration costs following the

closure of the Las Truchas, El Volcan, San Jose and the joint

operation of Peña Colorada iron ore mines.

AROs in Ukraine are legal obligations for site rehabilitation at

the iron ore mining site in Kryvyi Rih, upon closure of the mine

pursuant to its restoration plan.

In Germany, AROs principally relate to the Hamburg site, which

operates on leased land with the contractual obligation to

remove all buildings and other facilities upon the termination of

the lease, and to the Prosper coke plant in Bottrop for filling the

basin, restoring the layer and stabilizing the shoreline at the

harbor.

In Kazakhstan, AROs relate to the restoration obligations of the

iron ore and coal mines.

In Liberia, AROs relate to iron ore mine and associated

infrastructure and mine related environmental damage and

compensation. They cover the closure and rehabilitation plan

under both the current operating phase and the not yet

completed Phase 2 expansion project.

AROs in South Africa are for the Pretoria, Vanderbijlpark,

Saldanha, Newcastle as well as the Coke and Chemical sites,

and relate to the closure and clean-up of the plant associated

with decommissioned tank farms, tar plants, chemical stores,

railway lines, pipelines and defunct infrastructure.

In Belgium, AROs are to cover the demolition costs for the

primary facilities at the Liège site.

In Brazil, AROs relate to legal obligations to clean and restore

the mining areas of Serra Azul and Andrade, both located in the

State of Minas Gerais. The related provisions are expected to

be fully settled up to 2072 and 2078, respectively.

In Bosnia and Herzegovina, ARO relates to re-cultivation of

dump yard of old iron ore pit Jezero and closing dam Medjedja.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

369

9.2 Other long-term obligations


	Balance at December 31,
	2022	2021
Derivative financial instruments (notes 6.1 and 6.3)	45	58
Payable from acquisition of financial assets	85	115
Unfavorable contracts	92	105
Income tax payable	202	219
Put option liability ArcelorMittal Texas HBI (note 11.5.2)	181	—
Put option liability Sonasid (note 11.5.2)	122	119
Other	187	258
Total	914	874

As of December 31, 2022 and 2021, payable from acquisition of

financial assets included 66 and 80 respectively related to

AMNS India's debt guarantee (see note 9.4).

Unfavorable contracts of 92 and 105 as of December 31, 2022

and 2021, respectively, mainly related to AMSF.

As of December 31, 2022, the income tax payable mainly

related to income tax contingencies (in majority unasserted

claims) and withholding tax.

9.3 Contingent liabilities

Tax Claims

ArcelorMittal is a party to various tax claims. As of

December 31, 2022, ArcelorMittal had recorded short-term and

long-term liabilities related to income tax contingencies of 53

and provisions for non-income tax claims in the aggregate of 73

for which it considers the risk of loss to be probable. Set out

below is a summary description of the tax claims (i) for which

ArcelorMittal had recorded a provision as of December 31,

2022, (ii) that constitute a contingent liability, (iii) that were

resolved in 2022 or (iv) that were resolved and had a financial

impact in 2021 or 2020, in each case involving amounts deemed

material by ArcelorMittal. The Company is vigorously defending

against the pending claims discussed below.

Brazil

In 2011, ArcelorMittal Brasil (at the time SOL Coqueria Tubarão

S.A.) received 21 separate tax assessments from the Revenue

Service of the State of Espirito Santo for ICMS (a value-added

tax) in an amount which totaled 26 relating to a tax incentive

(INVEST) it used. The dispute concerns the definition of fixed

assets. In August 2015, the administrative tribunal of the first

instance upheld the 21 separate tax assessments. In September

2015, ArcelorMittal Brasil filed appeals with respect to each of

the administrative tribunal’s decisions. As of December 31,

2018, there were final unfavorable decisions at the

administrative tribunal level in 15 of the 21 cases, each of which

ArcelorMittal Brasil appealed to the judicial instance. In March

2018, the administrative tribunal of the third instance found in

favor of ArcelorMittal Brasil sending the six other cases back to

the administrative tribunal of the second instance. After the

administrative tribunal of the second instance issued a partially

favorable ruling on these six cases in December 2019, related

only to the recognition of the limitation period of May 2005, a

further appeal to the administrative tribunal of the third instance

was filed. In July 2021, the third administrative instance denied

ArcelorMittal Brasil's appeal and upheld the tax assessments.

Following the conclusion of this proceeding at the administrative

level, in September 2021, ArcelorMittal Brasil appealed to the

judicial instance where all of the 21 cases now await a first

instance decision.

In 2011, ArcelorMittal Brasil received a tax assessment for

corporate income tax (known as IRPJ) and social contributions

on net profits (known as CSL) in relation to (i) the amortization

of goodwill on the acquisition of Mendes Júnior Siderurgia (for

the 2006 and 2007 fiscal years), (ii) the amortization of goodwill

arising from the mandatory tender offer ("MTO") made by

ArcelorMittal (ex-Mittal Steel N.V.) to minority shareholders of

Arcelor Brasil in connection with the two-step merger of Arcelor

and Mittal Steel N.V. (for the 2007 tax year), (iii) expenses

related to pre-export financing used to finance the MTO, which

were deemed by the tax authorities to be unnecessary for

ArcelorMittal Brasil since the expenses were incurred to buy

shares of its own company and (iv) CSL over profits of

controlled companies in Argentina and Costa Rica. The amount

claimed now totals 438. On January 31, 2014, the administrative

tribunal of the first instance found in partial favor of ArcelorMittal

Brasil, reducing the penalty component of the assessment from,

according to ArcelorMittal Brasil’s calculations, 120 to 63 (as

calculated at the time of the assessment), while upholding the

remainder of the assessment. The Federal Revenue Service

appealed the administrative tribunal’s decision to reduce the

amount of the original penalty. ArcelorMittal Brasil also appealed

the administrative tribunal’s decision to uphold the tax

authority’s assessment (including the revised penalty

component). In September 2017, the administrative tribunal of

the second instance found largely in favor of the Federal

Revenue Service. In January 2018, ArcelorMittal Brasil filed a

motion for clarification of this decision. In February 2018, the

motion for clarification was rejected and, in March 2018, an

appeal was filed to the administrative tribunal of the third

instance.

In 2013, ArcelorMittal Brasil received a tax assessment in

relation to the 2008-2010 tax years for IRPJ and CSL in relation

to (i) the amortization of goodwill on the acquisition of Mendes

Júnior Siderurgia, Dedini Siderurgia and CST, (ii) the

amortization of goodwill arising from the MTO made by

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

370

ArcelorMittal (ex-Mittal Steel N.V.) to minority shareholders of

Arcelor Brasil in connection with the two-step merger of Arcelor

and Mittal Steel N.V. and (iii) CSL and IRPJ over profits of

controlled companies in Argentina, Costa Rica, Venezuela and

the Netherlands. The amount claimed totals 389. In October

2014, the administrative tribunal of the first instance found in

favor of the Federal Revenue Service and ArcelorMittal Brasil

filed its appeal in November 2014. In September 2017, the

administrative tribunal of the second instance found in favor of

the Federal Revenue Service. ArcelorMittal Brasil filed a motion

for clarification with respect to this decision, which was denied,

and thereafter filed an appeal to the administrative tribunal of

the third instance. In November and December 2022, the

tribunal found in favor of ArcelorMittal Brasil cancelling 98% of

the tax assessment, in particular: (i) the total amount related to

the goodwill of Mendes Júnior Siderurgia was cancelled; (ii)

most of the amounts related to the goodwill of MTO was

cancelled; and (iii) the total amount related to CSL and IRPJ

over profits of controlled companies in Argentina and

Netherlands was cancelled. The decision (a) did not decide the

claim related to the deduction of the MTO’ goodwill amounts

amortized for accounting purposes (this specific matter will be

the subject of a separate legal proceeding) and (b) remitted the

proceeding to the first administrative instance for the analysis of

the arguments related to the subsidiary located in Venezuela.

ArcelorMittal Brasil is currently awaiting the formalization of the

decision and the write-off of the amounts; the remaining claim

under discussion is 8.

In April 2016, ArcelorMittal Brasil received a tax assessment in

relation to (i) the amortization of goodwill resulting from the MTO

made by ArcelorMittal (ex-Mittal Steel N.V.) to the minority

shareholders of Arcelor Brasil in connection with the two-step

merger of Arcelor and Mittal Steel N.V. in 2007 and (ii) the

amortization of goodwill resulting from ArcelorMittal Brasil’s

acquisition of CST in 2008. While the assessment, if upheld,

would not result in a cash payment as ArcelorMittal Brasil did

not have any tax liability for the fiscal years in question (2011

and 2012), it would result in a 63 financial impact arising from a

write off of net operating loss carry forwards with respect to the

2011-2012 tax year. In May 2016, ArcelorMittal Brasil filed its

defense, which was not accepted at the first administrative

instance. On March 10, 2017, ArcelorMittal Brasil filed an appeal

to the second administrative instance, which was rejected in

May 2019, filed a motion for clarification which was denied in

November 2019 and thereafter filed an appeal to the

administrative tribunal of the third instance.

In December 2018, ArcelorMittal Brasil received a tax

assessment of 108, which could have an additional 21 financial

impact arising from a write off of net operating loss carry forward

with respect to the 2013-2014 tax years, principally in relation to

the amortization of goodwill resulting from the MTO made by

ArcelorMittal (ex-Mittal Steel N.V.) to the minority shareholders

of Arcelor Brasil in connection with the two-step merger of

Arcelor and Mittal Steel N.V. in 2007. In January 2019,

ArcelorMittal Brasil filed a defense in the first administrative

instance, which issued an unfavorable decision in June 2019.

An appeal to the second administrative instance was filed in July

2019. In November 2022, the administrative tribunal of the

second instance cancelled the tax assessment. In January

2023, an appeal to the administrative tribunal of third instance

was filed by the Federal Revenue Service.

In December 2020, ArcelorMittal Brasil received a tax

assessment of 38, which could have an additional 46 financial

impact arising from a write off of net operating loss carry

forwards, with respect to the 2015-2016 tax years, related to the

amortization of goodwill resulting from the MTO made by

ArcelorMittal (ex-Mittal Steel N.V.) to the minority shareholders

of Arcelor Brasil in connection with the two-step merger of

Arcelor and Mittal Steel N.V. in 2007. ArcelorMittal Brasil filed its

defense in the first administrative instance in January 2021

which issued an unfavorable decision in August, 2021. An

appeal to the second administrative instance was filed in

September 2021.

In 2013, ArcelorMittal Brasil filed a lawsuit against the Federal

Revenue Service disputing the basis of calculation of a tax

called additional freight for the renewal of the Brazilian Merchant

Navy ("AFRMM"), amounting to 55. The dispute is related to the

inclusion of the unloading and land transport costs of the

imported goods after landing to calculate AFRMM. In June 2013,

ArcelorMittal Brasil obtained a preliminary decision allowing the

company not to pay such amount until a final decision was

rendered. In February 2017, ArcelorMittal Brasil obtained a

favorable decision at the judicial first instance which was upheld

by the Federal Court of Appeals in February 2019. In July 2019,

the Federal Revenue Service filed appeals with the Superior

Court of Justice and the Supreme Court. In February 2020, the

appeal to the Supreme Court of Justice was dismissed and, in

July 2020, the Appeal to the Supreme Court was dismissed.

This decision is final and unappealable. In November 2018, a

related tax assessment was received from the Federal Revenue

Service claiming 18 as a penalty for alleged failure to comply

with formal requirements in the import declarations delivered by

the company in the years 2013-2018, which were the subject

matter of the preliminary decision of June 2013. In December

2018, ArcelorMittal Brasil presented its defense in the first

administrative instance, which in June 2019 decided in

ArcelorMittal Brasil’s favor. The case was archived by the

Federal Revenue Service in March 2021. ArcelorMittal Brasil

became aware of this in April 2022 when the contingency was

written off. A further related tax assessment was received in

September 2018 from the Federal Revenue Service claiming 0.2

as a penalty for alleged failure to comply with formal

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

371

requirements in the import declarations delivered by the

company in the period between September and November

2013. In October 2018, ArcelorMittal Brasil presented its

defense in the first administrative instance, and a decision is

pending.

In the period from 2014 to 2018, ArcelorMittal Brasil received six

tax assessments from the Federal Revenue Service in the

amount of 39 disputing its use of credits for PIS and COFINS

social security taxes in 2010, 2011 and 2013. The dispute

relates to the concept of production inputs in the context of

these taxes. In the first case, the administrative tribunal of the

first instance found partially in favor of ArcelorMittal Brasil. The

decision was upheld in the administrative tribunal of the second

instance and ArcelorMittal Brasil filed an appeal to the

administrative tribunal of the third instance which ruled partially

in favor of ArcelorMittal Brasil in May 2019. In January 2020, the

case was sent back to the Federal Revenue to verify the extent

of the administrative tribunal of the third instance’s decision in

order to proceed with the write-off of amounts due. In August

2020, the tax assessment was reduced by approximately 25%,

reflecting the partially favorable decision. In January 2022,

ArcelorMittal Brasil filed a lawsuit to dispute the remaining

amount which is pending trial at first instance. In the second

case, the administrative tribunal of the first instance found

partially in favor of ArcelorMittal Brasil in December 2016 and an

appeal has been filed to the administrative tribunal of the

second instance. In the third case (this assessment does not

involve a cash payment requirement, but may result in a

financial impact of 3 arising from a write-off of credits in

ArcelorMittal Brasil’s tax books), the administrative tribunal of

the first instance upheld the tax assessment in March 2017, and

ArcelorMittal Brasil appealed to the administrative tribunal of the

second instance. In the fourth case, ArcelorMittal Brasil has filed

its defense to the administrative tribunal of the first instance in

March 2018. In March 2021, a partially favorable decision was

issued and an appeal was filed to the second administrative

instance in April 2021. In the fifth case, a partially favorable

decision was issued in November 2020, and an appeal was

presented in December 2020. In the sixth case, the

administrative tribunal of the first instance issued an unfavorable

decision in April 2017, and ArcelorMittal Brasil appealed to the

administrative tribunal of the second instance. In March 2018,

the Superior Court decided a leading case, not involving

ArcelorMittal Brasil, that ruled against the restrictive approach

that the tax authorities have been using towards credit (of the

sort in issue in ArcelorMittal Brasil’s PIS/COFINS cases). In

June 2021, the Supreme Court decided a leading case, not

involving ArcelorMittal Brasil, ensuring the taxpayers’ right to

the inputs being challenged by the tax authority). This binding

precedent is important because it strengthens ArcelorMittal’s

defenses in the six cases in which part of the contingency is

related to scrap acquisition. ArcelorMittal Brasil also filed in

February 2011 a claimant individual lawsuit on the PIS/COFINS

credits over scrap acquisition matter, in which a favorable and

unappealable decision was issued in May 2022. Accordingly and

as a result of this legal clarification, in 2022, ArcelorMittal

recorded PIS/COFINs tax credits in cost of sales in the amount

of 300 with respect to prior periods.

In May 2014, ArcelorMittal Comercializadora de Energia

received a tax assessment from the state of Minas Gerais

alleging that the company did not correctly calculate tax credits

on interstate sales of electricity from February 2012 to

December 2013. The amount claimed totals 35. ArcelorMittal

Comercializadora de Energia filed its defense in June 2014.

Following an unfavorable administrative decision in November

2014, ArcelorMittal Comercializadora de Energia filed an appeal

in December 2014. In March 2015, there was a further

unfavorable decision at the second administrative level.

Following the conclusion of this proceeding at the administrative

level, the company received the tax enforcement notice in

December 2015 and filed its defense in February 2016. In April

2016, ArcelorMittal Comercializadora de Energia received an

additional tax assessment in the amount, of 50, after taking

account of a reduction of fines mentioned below regarding the

same matter, for infractions which allegedly occurred during the

2014 to 2015 period, and filed its defense in May 2016. In May

2017, there was a further unfavorable decision at the second

administrative level in respect of the tax assessment received in

April 2016. In June 2017, ArcelorMittal Comercializadora de

Energia filed an appeal to the second administrative instance.

This appeal was rejected in August 2017. In October and

November 2017, the company appealed in relation to both tax

assessments to the judicial instance. In November 2017, the

company received a notice from the tax authority informing it of

the reduction of the fines element by 12, due to the retroactive

application of a new law. In February 2019, due to the

retrospective application of a new law, a reduction of the fine

element of 7 was finalized in the first case.

In the period from May to July 2015, ArcelorMittal Brasil

received nine tax assessments from the state of Rio Grande do

Sul alleging that the company, through its branches in that state,

had not made advance payments of ICMS on sales in that state

covering the period from May 2010 to April 2015. The amount

claimed totals 76. The administrative tribunal of the first instance

upheld the tax assessments in each of the nine cases, and

ArcelorMittal Brasil appealed each of the administrative

tribunal’s decisions. Each case was decided unfavorably to

ArcelorMittal Brasil at the administrative tribunal of the second

instance. In the period from February 2016 to February 2017,

ArcelorMittal Brasil appealed to the judicial instance, where

there are 5 cases pending. In June 2022, ArcelorMittal Brasil

obtained, in the fifth case, a partially favorable decision and in

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

372

September 2022, this decision was confirmed at second

instance. The other cases are still pending a first instance

decision.

On May 17, 2016, ArcelorMittal Brasil received a tax

assessment from the state of Santa Catarina in the amount of

110 alleging that it had used improper methods to calculate the

amount of its ICMS credits. ArcelorMittal Brasil filed its defense

in July 2016. In December 2016, ArcelorMittal Brasil received an

unfavorable decision at the first administrative level, in respect

of which it filed an appeal. In March 2018, the administrative

tribunal of the second instance found against ArcelorMittal Brasil

and, in April 2018, ArcelorMittal Brasil filed an appeal to the

administrative tribunal of the third instance. In December 2019,

the tax assessment was upheld by the administrative tribunal of

the third instance. In January 2020, ArcelorMittal Brasil filed a

motion for clarification which was rejected in August 2020.

ArcelorMittal Brasil appealed to the judicial instance in

November 2020.

In January 2023, ArcelorMittal Brasil received a tax assessment

from the Federal Revenue Service in an amount of 132 in which

the tax authority rejected the offsetting of PIS/COFINS credits

used by the company in 2018. The dispute relates to various

types of credits such as credits recognized in Court processes

(exclusion of ICMS from the PIS and COFINS calculation base,

PIS/COFINS credits in the Manaus Free Trade Zone), expenses

related to the acquisition of scrap (including freight), expenses

related to port handling, expenses for freight for finished

products. ArcelorMittal Brasil filed an administrative defense in

February 2023.

Mexico

In 2015, the Mexican Tax Administration Service issued a tax

assessment to ArcelorMittal Mexico, with respect to 2008,

principally due to improper interest deductions relating to certain

loans, and unpaid corporate income tax for interest payments

that the tax authority has categorized as dividends. In November

2015, ArcelorMittal Mexico filed an administrative appeal in

respect of this assessment, which was dismissed by the tax

authority. In November 2017, ArcelorMittal Mexico filed an

annulment complaint before a Federal Administrative and Tax

Justice Court, which has not been determined. The amount of

the tax assessment as of December 31, 2022 is 207.

With respect to 2007 and 2009, the Mexican Tax Administration

Service also challenged the interest deduction related to the

aforementioned loans and issued tax assessments to

ArcelorMittal Mexico for 23 and 28, respectively. In November

2018, a Federal Administrative and Tax Justice Court ruled

against the annulment complaint filed by ArcelorMittal Mexico in

relation to the 2007 tax assessment and in December 2018,

ArcelorMittal Mexico filed a constitutional claim before the

Collegiate Tribunal For Administrative Matters, which was

rejected in June 2019. A review appeal was filed in July 2019

and rejected in August 2019. An extraordinary appeal of

constitutional review was filed against this decision in

September 2019 before the Supreme Court of Justice. In

November 2019, the Court dismissed the extraordinary appeal

of constitutional review confirming the earlier decision in favor of

the tax authorities. No further appeal is possible. With respect to

the 2009 tax assessment, in November 2016 ArcelorMittal

Mexico filed an administrative appeal before the Administrative

Authority on Federal Tax Matters, which was rejected in June

2020. In September 2020, an annulment complaint was filed

before the Federal Administrative and Tax Justice Court. In

December 2021, a reduction of the penalty component of the tax

assessment was requested, an amount of 20 was paid and the

Court issued a dismissal ruling in respect of this case, thereby

closing the proceedings.

In 2013, the Mexican Tax Administration Service issued a tax

assessment to ArcelorMittal Las Truchas, alleging that

ArcelorMittal Las Truchas owes 89 in respect of (i) non-payment

of withholding tax on capitalized interest, (ii) non-deduction of

accrued interest regarding certain loans, and (iii) reduction of

the taxable basis of assets in 2007. In 2015, ArcelorMittal Las

Truchas filed an administrative appeal in respect of the

aforementioned assessment, which the tax authority dismissed.

In October 2015, ArcelorMittal Las Truchas filed an annulment

complaint before the Federal Administrative and Tax Justice

Court, which ruled partially in favor of ArcelorMittal Las Truchas

in October 2018 by declaring the illegality of item (i). The tax

authority filed an application for judicial review in January 2019

and in March 2020, the Court upheld the ruling in favor of

ArcelorMittal Las Truchas regarding item (i) which decision is

definitive. ArcelorMittal Las Truchas also filed a nullity lawsuit to

challenge the ruling in respect of items (ii) and (iii), and, in June

2020, the Court upheld the rulings of the Tax Court. ArcelorMittal

Las Truchas promptly thereafter submitted an extraordinary

appeal for constitutional review before the Supreme Court of

Justice regarding items (ii) and (iii).

In October 2018, the Mexican Tax Administration Service issued

a tax assessment to ArcelorMittal Las Truchas, with respect to

2013 due to: (i) improper interest deductions relating to certain

loans (ii) non-deduction of advanced rent payments and (iii)

non-deduction of rolling roll expenses. In November 2018,

ArcelorMittal Las Truchas filed an administrative appeal before

the Administrative Authority on Federal Tax Matters, which was

partially rejected in June 2019 and is being appealed. Therefore,

in August 2019, ArcelorMittal Las Truchas filed an annulment

complaint before a Federal Administrative and Tax Justice

Court, which has not been determined. The amount of the tax

assessment as of December 31, 2022 is 108.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

373

Ukraine

In October 2019, ArcelorMittal Kryvyi Rih received tax orders

from Ukrainian tax authorities covering the findings of a tax audit

for the period from 2015 through the first quarter of 2019 which

claimed the company owes additional taxes of 278 for that

period. ArcelorMittal Kryvyi Rih appealed these orders to the tax

authorities resulting in a significant reduction of the amounts

claimed. In January 2020, ArcelorMittal Kryvyi Rih filed three

legal actions with the Kyiv District Administrative Court seeking

to cancel the remaining additional charges amounting to 128.

The three cases were later merged into one case and moved to

the Dnipro District Administrative Court. In February 2023, the

Court dismissed the entirety of the claim except for an amount

of 0.05. The tax authorities may appeal the dismissal.

In October 2020, ArcelorMittal Kryvyi Rih commenced a

separate lawsuit seeking cancellation of additional tax charges

(excise duty, VAT, CIT, fines) of 89 based on the results of a full-

scope tax audit covering 2015 through the first quarter of 2019.

This separate lawsuit was closed in May 2021 at ArcelorMittal

Kryvyi Rih’s request.

In August 2021, ArcelorMittal Kryvyi Rih commenced court

proceedings to dispute the assessment by Ukrainian tax

authorities of a subsoil usage rent/tax (in the amount of

approximately 77) on production activities by ArcelorMittal Kryvyi

Rih for the period from January 2015 to March 2019. In

November 2021, the court found that the tax notice decision was

illegal and cancelled it. The Ukrainian tax authorities and the

Prosecutor’s office appealed this decision. Subsequently, (a) on

November 17, 2021, the Prosecutor General’s office and the

Security Service of Ukraine notified the Chief Financial Officer of

ArcelorMittal Kryvyi Rih that he had been placed under an

investigation on suspicion of alleged tax evasion and official

forgery, and (b) on January 4, 2022 the Prosecutor General’s

office, acting pursuant to a ruling of the Shevchenkivsky District

Court of Kyiv dated November 30, 2021 blocked the accounts of

ArcelorMittal Kryvyi Rih with three banks in Ukraine.

ArcelorMittal Kryvyi Rih promptly appealed the blocking of these

accounts and the restrictions on two of the three accounts were

by court order partially lifted to allow the payment of wages,

taxes and other mandatory payments. In March 2022, the

Prosecutor General closed the criminal proceedings and as a

result the remaining restrictions were lifted. In June 2022, the

Court of Appeal decided that the tax notice decision was illegal

and confirmed its cancellation. In July 2022, the tax authorities

and the Prosecutor’s Office filed a cassation appeal to the

Supreme Court which was rejected in December 2022 and the

case is now closed.

Kazakhstan

In November 2020, ArcelorMittal Temirtau filed a lawsuit in the

Astana investment court against the State revenue committee.

The dispute is related to a tax claim by the said committee

resulting from an audit for the years 2013-2017. The court

hearings started in February 2021 and resulted in a June 2021

judgment against ArcelorMittal Temirtau for 45 for tax and late

payment interest as estimated by the authorities in their

notification of September 28, 2020. ArcelorMittal Temirtau

appealed this decision with the court of second instance, which

confirmed the judgment in September 2021. The judgment

came into force and was satisfied. In November 2021,

ArcelorMittal filed an appeal with the Court of Cassation which in

January 2022, the Court declined to hear the appeal, bringing

the case to an end.

In January 2022, ArcelorMittal Temirtau filed a lawsuit in the

Nur-Sultan (Astana) administrative court against the State

revenue committee. The dispute is related to a tax claim by the

said committee in the amount of 63 resulting from an audit for

the years 2018-2019. In January 2022, ArcelorMittal Temirtau

withdrew the lawsuit and paid the tax due with interest and the

applicable administrative penalty in the first half of 2022.

Competition/Antitrust Claims

ArcelorMittal is a party to various competition/antitrust claims. As

of December 31, 2022, ArcelorMittal had recorded a non-

material amount provision in respect of such claims. Set out

below is a summary description of competition/antitrust claims

(i) that constitute a contingent liability, (ii) that were resolved in

2022 or (iii) that were resolved and had a financial impact in

2021 or 2020, in each case involving amounts deemed material

by ArcelorMittal. The Company is vigorously defending against

each of the pending claims discussed below.

Brazil

In September 2000, two construction trade organizations filed a

complaint with Brazil’s Administrative Council for Economic

Defense (“CADE”) against three long steel producers, including

ArcelorMittal Brasil. The complaint alleged that these producers

colluded to raise prices in the Brazilian rebar market, thereby

violating applicable antitrust laws. In September 2005, CADE

issued its final decision against ArcelorMittal Brasil, imposing a

fine of 61. ArcelorMittal Brasil appealed the decision to the

Brazilian Federal Court. In September 2006, ArcelorMittal Brasil

offered a guarantee letter and obtained an injunction to suspend

enforcement of this decision pending the court’s judgment. In

September 2017, the Court found against ArcelorMittal Brasil. In

October 2017, ArcelorMittal Brasil filed a motion for clarification

of this decision, which was dismissed. In December 2017,

ArcelorMittal Brasil filed an appeal to the second judicial

instance.

There is also a related class action commenced by the Federal

Public Prosecutor of the state of Minas Gerais against

ArcelorMittal Brasil for damages in an amount of 71 based on

the alleged violations investigated by CADE. The injunction

requested by Federal Prosecution Office was denied.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

374

A further related lawsuit was commenced in February 2011 by

four units of Sinduscons, a civil construction trade organization,

in federal court in Brasilia against, inter alia, ArcelorMittal Brasil

claiming damages based on an alleged cartel in the rebar

market as investigated by CADE and as noted above.

Spain

In November 2018, the Comisión Nacional de los Mercados y la

Competencia (“CNMC”), the Spanish competition authority,

carried out a dawn raid at the offices of ArcelorMittal in

Villaverde (Madrid) in relation to a preliminary investigation

concerning alleged coordination between competitors to fix the

purchase price of scrap. In March 2020, further dawn raids were

carried out extending the investigation to the sale of long

products. In July 2020, CNMC announced that they were

commencing a formal sanctioning procedure against

ArcelorMittal Spain Holding ("AMSH") and its subsidiaries

ArcelorMittal Madrid, ArcelorMittal Comercial Perfiles España,

ArcelorMittal Aceralia Basque Holding (“AMABH”), and Arcelor

Mittal España (and other companies not part of ArcelorMittal

group) in respect of purchases of scrap and sale of finished

steel products, especially long products. In August 2021, the

CNMC issued a statement of objections to AMSH and AMABH,

among other parties. The CNMC stated that it had found

evidence of a purported cartel in terms of the purchase of scrap,

while noting that it had not found evidence of infringement with

regard to the sales of long products. The infringement with

respect to the scrap was alleged to have taken place from 2009

to 2020 and is attributed to AMSH and AMABH. In September

2021, AMSH and AMABH responded to the allegations and

objected to the claims of infringement. In November 2021, the

CNMC notified AMABH and AMSH of its resolution proposal to

be submitted to the Council proposing a sanction for AMABH,

with joint and several liability for AMSH, of 3 (€2.7 million which

is 6.5% of a turnover figure of €42.3 million) and notified AMSH

and AMABH that it had restricted the alleged infringement due to

certain contacts held from January to August 2018. On

December 16, 2021, AMABH filed its challenge to the resolution

proposal, together with an economic report as proof of market

structure. In March 2022, the CNMC decided on a sanction for

AMABH of 14 (€12.1 million based on a turnover which CNMC

determined as €226.6 million). In May 2022, AMABH appealed

the decision to the Spanish Court and sought suspension of

payment of the fine. In October 2022, the Court agreed to the

said suspension subject to the provision of a guarantee by

AMABH, filed with the court in December 2022.

Other Legal Claims

ArcelorMittal is a party to various other legal claims. As of

December 31, 2022, ArcelorMittal had recorded provisions of

216 for other legal claims in respect of which it considers the

risk of loss to be probable. Set out below is a summary

description of the other legal claims (i) in respect of which

ArcelorMittal had recorded a provision as of December 31,

2022, (ii) that constitute a contingent liability, (iii) that were

resolved in 2022, or (iv) that were resolved and had a financial

impact in 2021 or 2020, in each case involving amounts deemed

material by ArcelorMittal. The Company is vigorously defending

against each of the claims discussed below that remain

pending.

Argentina

Over the course of 2007 to 2021, the Argentinian Customs

Office Authority (“Aduana”) notified Acindar, of certain inquiries

that it was conducting with respect to prices declared by Acindar

related to iron ore imports. The Customs Office Authority was

seeking to determine whether Acindar incorrectly declared

prices for iron ore imports from several different Brazilian and

Bolivian suppliers and from ArcelorMittal Sourcing originally on

39 different claims concerning several shipments made between

2002 and 2021. The investigations are subject to the

administrative procedures of the Customs Office Authority and

are at different procedural stages depending on the filing date of

the investigation. In March 2018, the Customs Office Authority

issued a general instruction that ordered customs to withdraw

current claims related to the difference between import prices in

Argentina and export prices of iron ore when exiting Brazil,

which has led to a reduction in the number of claims and

amounts claimed against Acindar. In addition, other cases have

been dismissed by the National Tax Court. As of February 2023,

the aggregate amount claimed by the Customs Office Authority

in respect of all iron ore shipments is 99 in 18 different cases. Of

these 18 cases, 7 are still in the administrative branch of the

Customs Office Authority and the other 11 cases, in which the

administrative branch of the Customs Office Authority ruled

against Acindar, have been appealed to the Argentinian National

Fiscal Court.

Brazil

In 2015, the SINDIMETAL (employees’ union) filed a lawsuit

against ArcelorMittal Brasil to annul all the collective labor

agreements related to 12-hour work shifts. In 2018, at the Labor

Court of Vitória/ES, the case was dismissed. SINDIMETAL

subsequently appealed to the Regional Labor Court of Appeals,

which in 2019 reversed the ruling of the first judicial instance

and ordered the payment of overtime wages, based on the

argument that the 12-hour working day was unconstitutional. In

September 2019, ArcelorMittal Brasil filed an appeal with the

Superior Labor Court on the grounds of (i) the constitutionality of

collective labor agreements; (ii) ArcelorMittal Brasil was obliged

to maintain the 12-hour work shift in the period between

November 2011 and November 2012 by another judicial

decision; and (iii) the Supreme Court has ordered the

suspension of legal proceedings in which there is a discussion

about the validity of collective labor agreements due to a

pending decision in a case not involving ArcelorMittal Brasil with

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

375

binding precedential value on similar cases. This decision

impacts a group of approximately 2,500 employees. In July

2022, the Supreme Court decided the leading case, not

involving ArcelorMittal Brasil, declaring the constitutionality of

Collective Agreements, and this decision may favorably impact

ArcelorMittal Brasil's case. This ruling lifted the suspension of all

lawsuits (including ArcelorMittal’s 2019 appeal), regarding the

validity of collective agreements, the appeal is therefore now

being considered.

In April 2017, a shareholder in Siderúrgica Três Lagoas

(“SITREL”) (of which ArcelorMittal Brasil is the other

shareholder), commenced an arbitration against Votorantim

Siderurgia S.A. (which subsequently merged into ArcelorMittal

Brasil) and SITREL with the Center for Arbitration and Mediation

of the Chamber of Commerce Brazil-Canada (CAM-CCBC). The

dispute concerns a provision in SITREL’s joint venture

agreement relating to the formula used to determine the selling

price for steel billets supplied by ArcelorMittal Brasil to SITREL

from January 2013 onwards. The shareholder has alleged that

the steel billets were overpriced and is seeking compensation

for overpaid amounts on both a retrospective and prospective

basis, with the initial amount claimed totaling 33. In October

2021, the CAM-CCBC decided against ArcelorMittal Brasil. In

November 2021, ArcelorMittal Brasil filed a motion for

clarification and disqualification request to the CAM-CCBC in

relation to a conflict of interest concerning the other party's

appointed arbitrator. The CAM-CCBC issued a stay on the

clarification request, pending resolution on the disqualification

challenge. In December 2021, an Independent Arbitrators

Committee was formed to decide on the disqualification claim,

which it rejected in March 2022. In April 2022, a final arbitral

award was issued, which has been satisfied by ArcelorMittal

Brasil. Given ArcelorMittal Brasil’s ownership interest in SITREL,

the financial impact for ArcelorMittal is a net loss after tax of

approximately 126 (67 net of partial recovery through dividend

payment from SITREL).

On March 30, 2022, Votorantim S.A. (“Votorantim”) exercised

the put option right it has under its shareholders’ agreement with

the Company to sell its entire equity interest in ArcelorMittal

Brasil to the Company, following the acquisition of Votorantim's

long steel business in Brazil in 2018. There is a dispute between

the parties as to the value of the put option. Votorantim has

valued the put option at BRL 5.283 billion (i.e. 1,012). In

September 2022, Votorantim commenced an arbitration against

ArcelorMittal Brasil seeking the full amount of its value of the put

option, which would be reduced by the undisputed amount

ArcelorMittal Brasil accepts as the value of the put option and

which was paid in January 2023 for 179 (see note 11.5.2).

Italy

In January 2010, ArcelorMittal received notice of a claim filed by

Finmasi S.p.A. relating to a memorandum of agreement (“MoA”)

entered into between ArcelorMittal Distribution Services France

(“AMDSF”) and Finmasi in 2008. The MoA provided that AMDSF

would acquire certain of Finmasi’s businesses for an amount not

to exceed 114, subject to the satisfaction of certain conditions

precedent, which, in AMDSF’s view, were not fulfilled. Finmasi

sued for (i) enforcement of the MoA, (ii) damages of 17 to 29 or

(iii) recovery costs plus quantum damages for Finmasi’s alleged

lost opportunity to sell to another buyer. In September 2011, the

court rejected Finmasi’s claims other than its second claim. The

court appointed an expert to determine the quantum of

damages. In May 2013, the expert’s report was issued and

valued the quantum of damages in the range of 46 to 73.

ArcelorMittal appealed the decision on the merits. In May 2014,

the Court of Appeal issued a decision rejecting ArcelorMittal’s

appeal. On June 20, 2014, ArcelorMittal filed an appeal of the

Court of Appeal’s judgment with the Italian Court of Cassation.

On April 11, 2018, the Court of Cassation rejected the appeal on

the merits and upheld the Court of Appeal’s decision. On

December 18, 2014, the Court of Milan issued a decision on the

quantum of the damages and valued the quantum of damages

in the sum of 29 plus interest. In June 2015, both parties served

appeals of the decision on the quantum, with ArcelorMittal also

seeking the suspension of the enforceability of the decision. On

July 1, 2015, Finmasi formally notified AMDSF the declaration of

enforcement of the decision of December 18, 2014. On July 28,

2015, AMDSF filed an appeal against such declaration with the

Court of Appeal of Reims in France. At a hearing on December

1, 2015, the Italian Court of Appeal accepted the suspension of

the enforcement of the decision of December 18, 2014,

following the agreement of AMDSF to provide a guarantee for its

value. In March 2016, on the joint application of the parties, the

Court of Appeal of Reims ordered the suspension of the

proceedings. On July 19, 2018, the Court of Appeal upheld the

Court of Milan’s decision on quantum dated December 18,

2014. In September 2018, ArcelorMittal filed an appeal to the

Court of Cassation. In January 2019, Finmasi called on the

AMDSF guarantee issued in the context of the enforcement

proceedings that were suspended in 2015. In August 2020, the

Court of Cassation quashed the Court of Appeal decision on

quantum and referred the case back to the Court of Appeal for

further review of the quantum in respect of which Finmasi

formally served their writ of summons in October 2020 asking

the Court of Appel to confirm the first instance judgment on

quantum. Following the decision of the Court of Cassation,

Finmasi has repaid half of the amount of the guarantee that was

called and provided a bank guarantee for the remainder. In

December 2022, the Court found that AMDSF has the right to

obtain restitution of approximately 28 paid to Finmasi and

ordered Finmasi to pay the half still outstanding (approximately

13.9) plus interest and certain costs. In February 2023, Finmasi

filed an appeal to the Court of Cassation. AMDSF is due to file

its defense in March 2023.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

376

On November 4, 2019, ArcelorMittal sent to the Commissioners

governing the Ilva insolvency procedure (the “Commissioners”)

a notice to withdraw from or terminate the lease agreement with

a conditional obligation to purchase the business of Ilva and

certain of its subsidiaries. This notice was based, among other

things, on provisions of the agreement that allow withdrawal in

the event that a new law affects it’s environmental plan for the

Taranto plant in such a way that materially impairs the ability of

ArcelorMittal Italia to operate the plant or implement its industrial

plan; these provisions were triggered following the Italian

Parliament’s removal, on November 3, 2019, of the legal

protection necessary for ArcelorMittal Italia to implement its

environmental plan without risk of criminal liability. In response,

the Commissioners filed suit in Milan seeking an injunction to

prevent ArcelorMittal's withdrawal and termination of the

agreement. Following negotiation between the parties, on March

4, 2020, ArcelorMittal and the Commissioners entered into a

settlement agreement whereby ArcelorMittal agreed to revoke

its notice to withdraw from the original Ilva lease agreement and

the Ilva Commissioners agreed to withdraw their request for an

injunction.

In addition, following a complaint filed by the Commissioners, in

mid-November 2019, prosecutors in Milan and Taranto opened

investigations into potential violations of numerous criminal

laws. Following the (i) search decrees issued by the Milan and

Taranto Prosecution Offices and ensuing seizures of documents

in November 2019, and (ii) restitution decree issued by the

Milan Prosecution Office in September 2020, the Milan Public

Prosecutors closed one of the investigations which began in

November 2019 concluding that there was no evidence to

support allegations of violations of numerous criminal laws

relating principally to ArcelorMittal's withdrawal from the lease

agreement for the Ilva plants and asked the judge for

preliminary investigations to close the case. In August 2022, the

Milan Judge for Preliminary Investigation dismissed the case.

ArcelorMittal Italia (renamed Acciaierie d’Italia in April 2021 after

the formation of a partnership with Invitalia see note 2.3.1) has

not been notified of further developments in the other pending

criminal cases. It is not possible to predict the timing or outcome

or to foresee any charges for Acciaierie d'Italia.

In February 2020, the Mayor of Taranto issued an order to

ArcelorMittal Italia related to certain emissions events that

appear to have occurred in August 2019 and on February 22

and 23, 2020 and that allegedly concern the Taranto plant. The

order required ArcelorMittal Italia to identify the responsible

installations in 30 days and eliminate any anomalies within the

subsequent 30 days or, if necessary, shut down certain

installations relating to such emissions events (provided that, if

no such identification was completed, the shut-down would

extend to substantially the entire "hot area" of the plant). The

Mayor of Taranto further alleged that adequate responses

concerning such emissions were not received from the Ministry

of the Environment. In response to this order, ArcelorMittal Italia

filed an appeal on the merits and an application for interim

measures to stay the order with the Regional Administrative

Court in Lecce. In April 2020, the court upheld ArcelorMittal

Italia’s application for interim measures and suspended the

Mayor of Taranto’s order until a further hearing in October 2020.

The interim order further required the Ministry of the

Environment to file reports concerning the emissions events

which served as the basis for the Mayor of Taranto’s order. After

the Ministry provided such reports, the October 2020 hearing

was postponed until December 15, 2020, at which hearing the

Court confirmed the suspension of the order and scheduled the

hearing for the discussion of the merits for January 27, 2021.

On February 13, 2021, the Court rejected ArcelorMittal Italia’s

appeal. On February 18, 2021, ArcelorMittal Italia filed an

appeal with the State Council (the highest appellate body in this

case) on the merits and also requested an ex parte order to

suspend the judgment pending a ruling on the merits. On

February 19, 2021, the State Council (i) found that the 30-day

period during which ArcelorMittal Italia would have to shut down

installations has not yet started and would commence only on

March 16, 2021, i.e., after the hearing to discuss the request for

interim measures (which it set for March 11, 2021) and therefore

found a lack at the time of demonstrable “extreme gravity and

urgency” necessary for interim measures, and (ii) set a hearing

date of May 13, 2021 in respect of the merits. On June 23,

2021, the judgment of the Council of State was published,

upholding Acciaierie d'Italia’s appeal, setting aside the Mayor of

Taranto’s order as unlawful on various grounds, and thereby

enabling Acciaierie d'Italia to continue operating the Taranto

plant.

Luxembourg

In June 2012, the Company received writs of summons in

respect of claims made by 59 former employees of ArcelorMittal

Luxembourg. The claimants allege that they are owed

compensation based on the complementary pension scheme

that went into effect in Luxembourg in January 2000. The

aggregate amount claimed by such former employees (bearing

in mind that other former employees may bring similar claims) is

61. Given the similarities in the claims, the parties agreed to limit

the pending proceedings to four test claims. In April 2013, the

Esch-sur-Alzette labor court rejected two of these test claims.

The relevant plaintiffs are appealing these decisions. In

November 2013, the Luxembourg city labor court rejected the

two other test claims, which were appealed but were terminated

by the court in November 2021.

France

Certain subsidiaries of the ArcelorMittal group were parties to

proceedings, dating from 2010, against Engie and Engie

Thermique France which claimed damages in the amount of 187

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

377

for an alleged wrongful termination of a contract for the

transformation of steel production gas into electricity. The

ArcelorMittal subsidiaries had filed a counterclaim in the amount

of 232. The contract had been entered into in 2006 for a term of

20 years. ArcelorMittal Méditerranée terminated it in July 2010

on the basis that Engie was solely responsible for the delay in

the commissioning of the power plant (which suffered from

significant malfunctions) constructed for the transformation of

steel production gas into electricity. Engie claimed that

ArcelorMittal was in breach of the contract at the time of the

termination due to certain alleged issues with the furnishing and

quality of its steel production gas, and therefore unable to

terminate the contract based on the sole breaches of Engie. The

case was heard before the Commercial Court of Nanterre. In

November 2019, the Appeals Court of Versailles determined

(having been asked to decide whether a decision by the

Commercial Court of Nanterre was in fact an official, formal

judgment) that the earlier decision of the Commercial Court of

Nanterre was the official first instance decision of the court. As a

result, ArcelorMittal was ordered to pay damages of 3 plus

interest. In February 2020, Engie filed an appeal. A settlement

agreement was signed in July 2021, bringing the litigation to an

end.

Retired and current employees of certain French subsidiaries of

the former Arcelor have initiated lawsuits to obtain

compensation for asbestos exposure in excess of the amounts

paid by French social security (“Social Security”). Asbestos

claims in France initially are made by way of a declaration of a

work-related illness by the claimant to the Social Security

authorities resulting in an investigation and a level of

compensation paid by Social Security. Once the Social Security

authorities recognize the work-related illness, the claimant,

depending on the circumstances, can also file an action for

inexcusable negligence (faute inexcusable) to obtain additional

compensation from the company before a special tribunal.

Where procedural errors are made by Social Security, it is

required to assume full payment of damages awarded to the

claimants. Due to fewer procedural errors made by Social

Security, changes in the regulations and, consequently, fewer

rejected cases, ArcelorMittal has been required to pay some

amounts in damages since 2011.

The number of claims outstanding for asbestos exposure at

December 31, 2022 was 308 as compared to 300 at

December 31, 2021.

Minority Shareholder Claims Regarding the Exchange Ratio in

the Second-Step Merger of ArcelorMittal into Arcelor

ArcelorMittal is the company that results from the acquisition of

Arcelor by Mittal Steel N.V. in 2006 and a subsequent two-step

merger between Mittal Steel and ArcelorMittal and then

ArcelorMittal and Arcelor. Following completion of this merger

process, several former minority shareholders of Arcelor or their

representatives brought legal proceedings regarding the

exchange ratio applied in the second-step merger between

ArcelorMittal and Arcelor and the merger process as a whole.

ArcelorMittal believes that the allegations made and claims

brought by such minority shareholders are without merit and that

the exchange ratio and merger process complied with the

requirements of applicable law, were consistent with previous

guidance on the principles that would be used to determine the

exchange ratio in the second-step merger and that the merger

exchange ratio was relevant and reasonable to shareholders of

both merged entities.

Set out below is a summary of ongoing matters in this regard.

Several other claims brought before other courts and regulators

were dismissed and are definitively closed.

On January 8, 2008, ArcelorMittal received a writ of summons

on behalf of four hedge fund shareholders of Arcelor to appear

before the civil court of Luxembourg. The summons was also

served on all natural persons sitting on the Board of Directors of

ArcelorMittal at the time of the merger and on the Significant

Shareholder. The plaintiffs alleged in particular that, based on

Mittal Steel’s and Arcelor’s disclosure and public statements,

investors had a legitimate expectation that the exchange ratio in

the second-step merger would be the same as that of the

secondary exchange offer component of Mittal Steel’s June

2006 tender offer for Arcelor (i.e., 11 Mittal Steel shares for 7

Arcelor shares), and that the second-step merger did not comply

with certain provisions of Luxembourg company law. They

claimed, inter alia, the cancellation of certain resolutions (of the

Board of Directors and of the Shareholders meeting) in

connection with the merger, the grant of additional shares, or

damages in an amount of 221. By judgment dated November

30, 2011, the Luxembourg civil court declared all of the plaintiffs’

claims inadmissible and dismissed them. The judgment was

appealed in May 2012. By judgment dated February 15, 2017,

the Luxembourg Court of Appeal declared all but one of the

plaintiffs’ claims inadmissible, remanded the proceedings on the

merits to the lower court with respect to the admissible claimant

and dismissed all other claims. In June 2017, the plaintiffs filed

an appeal of this decision to the Court of Cassation. The Court

of Cassation confirmed the Court of Appeal’s judgment on May

18, 2018. The admissible claimant finally withdrew its claims

before the lower court and by judgment dated January 5, 2022,

the civil court of Luxembourg acknowledged the withdrawal of

the claims without prejudice and ended the procedure.

On May 15, 2012, ArcelorMittal received a writ of summons on

behalf of Association des Actionnaires d'Arcelor (“AAA”), a

French association of former minority shareholders of Arcelor, to

appear before the civil court of Paris. In such writ of summons,

AAA claimed (on grounds similar to those in the Luxembourg

proceedings summarized above) inter alia damages in a

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

378

nominal amount and reserved the right to seek additional

remedies including the cancellation of the merger. The

proceedings before the civil court of Paris were stayed, pursuant

to a ruling of such court on July 4, 2013, pending a preparatory

investigation (instruction préparatoire) by a criminal judge

magistrate (juge d’instruction) triggered by the complaints

(plainte avec constitution de partie civile) of AAA and several

hedge funds (who quantified their total alleged damages at 282),

including those who filed the claims before the Luxembourg

courts described (and quantified) above. The dismissal of

charges (non-lieu) ending the preparatory investigation became

final in March 2018. On March 6, 2020 AAA revived its claim

before the civil court of Paris on grounds similar to those of the

Luxembourg civil claims summarized above, on its behalf and

on behalf of the hedge funds who had also filed a criminal

complaint, as well as two new plaintiffs. The complaint filed by

AAA quantifies the total damages claimed at 416 (€390 million)

(including the claims before the Luxembourg courts described

above). In March 2022, following the end of the Luxembourg

civil proceedings, the Paris civil court decided to address the

remaining procedural objections (lack of standing and res

judicata) together with the merits of the case, and the next

(procedural) hearing is scheduled for March 2023.

9.4 Commitments


	December 31,
	2022	2021
Commitments related to purchases of raw materials and energy	11,668	11,964
Guarantees, pledges and other collateral	8,470	8,003
Capital expenditure commitments	2,930	1,875
Other commitments	1,533	1,576
Total	24,601	23,418

Commitments related to purchases of raw materials and energy

Purchase commitments consist primarily of major agreements

for procuring iron ore, coking coal, coke and hot metal. The

Company also has a number of agreements for electricity,

industrial and natural gas, scrap and freight. In addition to those

purchase commitments disclosed above, the Company enters

into purchasing contracts as part of its normal operations which

have minimum volume requirements but for which there are no

take-or-pay or penalty clauses included in the contract. The

Company does not believe these contracts have an adverse

effect on its liquidity position.

Commitments related to purchases of raw materials and energy

included commitments given to associates for 1,661 and 1,562

as of December 31, 2022 and 2021, respectively. Purchase

commitments given to associates included 691 and 819 as of

December 31, 2022 and 2021, respectively, related to the gas

supply agreement with Kryvyi Rih Industrial Gas. Purchase

commitments included commitments given to joint ventures for

988 and 1,140 as of December 31, 2022 and 2021, respectively.

Purchase commitments given to joint ventures included 424 and

611 related to Tameh and 442 and 515 related to Enerfos as of

December 31, 2022 and 2021, respectively.

Guarantees, pledges and other collateral

Guarantees related to financial debt and credit lines given on

behalf of third parties were 181 and 146 as of December 31,

2022 and 2021, respectively. Additionally, guarantees of 12 and

12 were given on behalf of associates and guarantees of 4,383

and 4,295 were given on behalf of joint ventures as of

December 31, 2022 and 2021, respectively.

Guarantees given on behalf of joint ventures included 354 and

279 on behalf of Calvert, 178 and 175 on behalf of Al Jubail and

341 and 323 in relation to outstanding lease liabilities for vessels

operated by Global Chartering as of December 31, 2022 and

2021, respectively. Guarantees given on behalf of joint ventures

also included 3,088 as of December 31, 2022 and 2021

corresponding to ArcelorMittal's 60% guarantee of the 5,146

ten-year term loan agreement entered into by the AMNS India

joint venture with various Japanese banks on March 16, 2020.

As of December 31, 2022, pledges and other collateral mainly

related to (i) mortgages entered into by the Company’s

operating subsidiaries and (ii) inventories and receivables

pledged to secure the South African Rand revolving borrowing

base finance facility for the amount drawn of 147 and ceded

bank accounts to secure environmental obligations, true sale of

receivables programs and the revolving borrowing base finance

facility in South Africa of 64. Pledges of property, plant and

equipment were 98 and 111 as of December 31, 2022 and 2021,

respectively. Other sureties, first demand guarantees, letters of

credit, pledges and other collateral included 375 and 406 of

commitments given on behalf of associates as of December 31,

2022 and 2021, respectively, and 598 and 452 of commitments

given on behalf of joint ventures as of December 31, 2022 and

2021, respectively.

Capital expenditure commitments

Capital expenditure commitments relate to commitments with

respect to purchases of property, plant and equipment including

in the context of expansion and improvement projects.

Capital expenditure commitments include 340 at December 31,

2022 relating to ArcelorMittal Liberia Ltd in connection with

Phase 2 expansion project that envisages the construction of

15 million tonnes of concentrate sinter fines capacity and

associated infrastructure.

Capital expenditure commitments include 394 at December 31,

2022 relating to ArcelorMittal Dofasco (Canada) mainly with

respect to the construction of DRI – EAF facilities in the

framework of the plant's decarbonization project.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

379

Capital expenditure commitments also include 182 at the iron

ore Serra Azul mine (Brazil) at December 31, 2022 in

connection with the construction of facilities to produce 4.5

million tonnes per annum of DRI quality pellet feed.

AMSA was committed to an investment program in connection

with the competition commission settlement. The remaining

capital expenditure commitment was 100 as of December 31,

2021. The commitment related to this investment program

expired during 2022.

Capital expenditure commitments included 158 as of December

31, 2021 for the 1 billion investment program at the Company's

Mexican operations, which is focused on building ArcelorMittal

Mexico’s downstream capabilities. The main investment was

related to the new hot strip mill with capacity of approximately

2.5 million tonnes. The investment program was completed

during 2022.

Other commitments

Other commitments given comprise mainly commitments

incurred for gas supply to electricity suppliers.

As of September 21, 2018 an Environmental Commitment

Agreement ("ECA") has been executed between ArcelorMittal

Brasil, local government and the Brazilian environmental

authorities. ArcelorMittal Brasil committed to carry out, over the

next 5 years, a series of environmental operational and capital

investments with the aim to reduce atmospheric emissions from

the Company's Tubarão site. To comply with the ECA

requirements, ArcelorMittal Brasil may need to acquire new

equipment and change some of its current operating methods

and processes. As of December 31, 2022 and 2021,

ArcelorMittal Brasil estimated the underlying costs to implement

those investments at 115 and 87, respectively. The non-

compliance with ECA would lead to fines amounting to a

maximum of 19 and 18 as of December 31, 2022 and 2021,

respectively. On November 19, 2021, following a protocol of

intent agreed between the Minas Gerais State Government,

ArcelorMittal Brasil and BMB Belgo Mineira Bekaert Artefatos

De Arame Ltd ("BMB"), ArcelorMittal Brasil committed to carry

out capital expenditures at the Monlevade site to complete the

expansion project by the second half of 2024. As of December

31, 2022 and 2021, commitments related to this project were

420 and 442, respectively.

Commitments to sell

In addition to the commitments presented above, the Company

has firm commitments to sell for which it also has firm

commitments to purchase included in purchase commitments

for 368 and 292 as of December 31, 2022 and 2021,

respectively, and mainly related to natural gas and electricity.

Other

On December 20, 2022, ArcelorMittal, the Fonds d'Urbanisation

et d'Aménagement du Plateau de Kirchberg and the State of the

Grand-Duchy of Luxembourg entered into an agreement

whereby the Company granted to the State the right to acquire

50% of ArcelorMittal's future new headquarters and related

right-of-use of land in the Kirchberg district of the city of

Luxembourg. The right is exercisable within a twelve-month

period ending on December 20, 2023 and after ratification of the

acquisition by the Luxembourg Parliament. The acquisition price

is based on construction cost.

NOTE 10: INCOME TAXES

The current tax payable (recoverable) is based on taxable profit

(loss) for the year. Taxable profit differs from profit as reported in

the consolidated statements of operations because it excludes

items of income or expense that are taxable or deductible in

other years or are never taxable or deductible. The Company’s

current income tax expense (benefit) is calculated using tax

rates that have been enacted or substantively enacted as of the

date of the consolidated statements of financial position.

Tax is charged or credited to the consolidated statements of

operations, except when it relates to items charged or credited

to other comprehensive income or directly to equity, in which

case the tax is recognized in other comprehensive income or in

equity.

Deferred tax is recognized on differences between the carrying

amounts of assets and liabilities, in the consolidated financial

statements and the corresponding tax basis used in the

computation of taxable profit, and is accounted for using the

statements of financial position liability method. Deferred tax

liabilities are generally recognized for all taxable temporary

differences, and deferred tax assets are generally recognized

for all deductible temporary differences and net operating loss

carry forwards to the extent that it is probable that taxable profits

will be available against which those deductible temporary

differences can be utilized. Such assets and liabilities are not

recognized if the taxable temporary difference arises from the

initial recognition of non-deductible goodwill or if the differences

arise from the initial recognition (other than in a business

combination) of other assets and liabilities in a transaction that

affects neither the taxable profit nor the profit reported in the

consolidated statements of operations.

Deferred tax liabilities are recognized for taxable temporary

differences associated with investments in subsidiaries,

associates and joint ventures, except if the Company is able to

control the reversal of the temporary difference and it is

probable that the temporary difference will not reverse in the

foreseeable future. Deferred tax assets arising from deductible

temporary differences associated with such investments are

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

380

only recognized to the extent that it is probable that there will be

sufficient taxable profits against which the benefits of the

temporary differences can be utilized and are expected to

reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates

that are expected to apply in the period in which the liability is

settled or the asset realized, based on tax rates (and tax laws)

that have been enacted or substantively enacted at the

consolidated statements of financial position date. The

measurement of deferred tax assets and liabilities reflects the

tax consequences that would result from the manner in which

the Company expects, at the reporting date, to recover or settle

the carrying amount of its assets and liabilities.

The carrying amount of deferred tax assets is reviewed at each

consolidated statements of financial position date and reduced

to the extent that it is no longer probable that sufficient taxable

profits will be available to enable all or part of the asset to be

recovered. The Company reviews the deferred tax assets in the

different jurisdictions in which it operates to assess the

possibility of realizing such assets based on projected taxable

profit, the expected timing of the reversals of existing temporary

differences, the carry forward period of temporary differences

and tax losses carried forward and the implementation of

planning strategies. Due to the numerous variables associated

with these judgments and assumptions, both the precision and

reliability of the resulting estimates of the deferred tax assets

are subject to substantial uncertainties. In case a history of

recent losses is present, the Company considers whether

convincing other evidence exists, such as the character of

(historical) losses and planning opportunities, to support the

deferred tax assets recognition.

Deferred tax assets and liabilities are offset when there is a

legally enforceable right to set off current tax assets against

current tax liabilities, when they relate to income taxes levied by

the same taxation authority and when the Company intends to

settle its current tax assets and liabilities on a net basis.

Uncertain (income) tax positions are periodically assessed by

the Company based on management’s best judgment given any

changes in the facts, circumstances and information available

and applicable tax laws. When it is probable that the tax

authorities will not accept the position taken, the Group

establishes provisions based on the most likely amount of the

liability (recovery) or weighted average of various possible

outcomes to reflect the effect of the uncertainty in determining

the related taxable profit (tax loss), tax bases, unused tax

losses, unused tax credits or tax rates, to the extent that a

reliable estimate can be made.

10.1 Income tax expense

The components of income tax expense (benefit) are

summarized as follows:


	Year ended December 31,
	2022	2021	2020
Total current tax expense	2,080	2,953	839
Total deferred tax expense	(363)	(493)	827
Total income tax expense	1,717	2,460	1,666

The following table reconciles the expected tax expense at the

statutory rates applicable in the countries where the Company

operates to the total income tax expense as calculated:


	Year ended December 31,
	2022	2021	2020
Net income (loss) (including non- controlling interests)	9,538	15,565	(578)
Income tax expense	1,717	2,460	1,666
Income before tax	11,255	18,025	1,088
Tax expense at the statutory rates applicable to income in the countries1	2,818	4,146	136
Permanent items	(303)	500	714
Rate changes	—	12	—
Net change in measurement of deferred tax assets	(1,154)	(2,956)	454
Tax effects of foreign currency translation	(34)	—	41
Tax credits	(22)	(24)	(13)
Other taxes	394	688	267
Others	18	94	67
Income tax expense	1,717	2,460	1,666

1.Tax expense at the statutory rates is based on income before tax excluding

income from investments in associates, joint ventures and other investments.

ArcelorMittal’s consolidated income tax expense is affected by

the income tax laws and regulations in effect in the various

countries in which it operates and the pre-tax results of its

subsidiaries in each of these countries, which can change from

year to year. ArcelorMittal operates in jurisdictions, mainly in

Eastern Europe and Asia, which have a structurally lower

corporate income tax rate than the statutory tax rate as enacted

in Luxembourg (24.94%), as well as in jurisdictions, mainly in

Brazil and Mexico, which have a structurally higher corporate

income tax rate.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

381


Permanent items	Year ended December 31,
	2022	2021	2020
Taxable reversals of (tax deductible) write-downs on shares and receivables	(109)	735	630
Juros sobre o Capital Próprio	(229)	(323)	(37)
Other permanent items	35	88	121
Total permanent items	(303)	500	714

Taxable reversals of (tax deductible) write-downs on shares and

receivables: in connection with the Company's impairment test

for goodwill and property, plant and equipment, the

recoverability of the carrying amounts of investments in shares

and intragroup receivables is also reviewed annually, resulting in

tax deductible write-downs, or taxable reversals of previously

recorded write-downs, of the values of loans and shares of

consolidated subsidiaries in Luxembourg.

Juros sobre o Capital Próprio: Corporate taxpayers in Brazil,

which distribute a dividend can benefit from a tax deduction

corresponding to an amount of interest calculated as a yield on

capital. The deduction is determined as the lower of the interest

as calculated by application of the Brazilian long term interest

rate on the opening balance of capital and reserves, and 50% of

the income for the year or accumulated profits from the previous

year. For accounting purposes, this distribution of interest on

capital is regarded as a dividend distribution, while for Brazilian

tax purposes it is regarded as tax deductible interest.

Rate changes

The 2021 tax expense from rate changes of 12 is mainly due to

the impact of the change of the tax rate on deferred taxes in

Argentina.

Net change in measurement of deferred tax assets

The 2022 net change in measurement of deferred tax assets of

(1,154) mainly consists of recognition of deferred tax assets in

Luxembourg of (1,227) including mainly (676) effect of the

utilization of unrecognized tax losses carried forward following

higher profitability of the current year (net of write-downs of

shares), (579) recognition of tax losses carried forward based

on revised taxable income forecast, derecognition of deferred

tax assets on losses and deductible temporary differences in

Ukraine of 178, and (105) utilization of deferred tax assets in

other tax jurisdictions, following profits generated during the

year.

The 2021 net change in measurement of deferred tax assets of

(2,956) mainly consists of recognition of deferred tax assets in

Luxembourg of (1,166) following higher profitability of the

current year and increase of the available deferred tax liabilities,

recognition of deferred tax assets on current year taxable

reversal of write-downs of the value of shares and receivables of

consolidated subsidiaries in Luxembourg (735), and (1,055) net

recognition and utilization of deferred tax assets on losses and

temporary differences in the United States and other tax

jurisdictions, following significant profits generated during the

year.

The 2020 net change in measurement of deferred tax assets of

454 mainly consists of derecognition and utilization of deferred

tax assets in Luxembourg of 709 following lower income

expectation mainly as a result of the disposal of ArcelorMittal

USA, recognition of deferred tax assets on current year taxable

reversal of write-downs of the value of shares and receivables of

consolidated subsidiaries in Luxembourg (630), and 375 net

non-recognition and derecognition of deferred tax assets on

losses and temporary differences in other tax jurisdictions.

Tax effects of foreign currency translation

The tax effects of foreign currency translation of (34), nil and 41

at December 31, 2022, 2021 and 2020, respectively, refer

mainly to deferred tax assets and liabilities of certain entities

with a different functional currency than the currency applied for

tax filing purposes.

Tax credits

The tax credits are mainly attributable to the Company’s

operating subsidiaries in Brazil. They relate to credits claimed

on foreign investments, credits for research and development

and other credits.

Other taxes

Other taxes mainly include withholding taxes on dividends,

services, royalties and interests as well as mining duties in

Canada and Mexico, state tax and Base Erosion and Anti-Abuse

Tax ("BEAT") in the United States, and Cotisation sur la Valeur

Ajoutée des Entreprises ("CVAE'') in France. Other taxes

decreased in 2022 mainly as a result of a decrease in mining

taxes in Canada and lower expectation of withholding taxes on

dividends.


Others	Year ended December 31,
	2022	2021	2020
Tax contingencies/settlements	(3)	137	87
Prior period taxes	14	(31)	(15)
Others	7	(12)	(5)
Total	18	94	67

Tax contingencies/settlements of (3), 137, and 87 at

December 31, 2022, 2021 and 2020, respectively, consist of

uncertain tax positions (see note 10.3) mainly related to North

America and ACIS.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

382

10.2 Income tax recorded directly in equity and/or other

comprehensive income


	Year ended December 31,
	2022	2021	2020
Recognized in other comprehensive income on:
Deferred tax expense (benefit)
Unrealized gain on investments in equity instruments at FVOCI	—	167	56
Gain (loss) on derivative financial instruments	(31)	648	(28)
Recognized actuarial gain (loss)	193	144	(69)
Foreign currency translation adjustments	143	59	(335)
	305	1,018	(376)
Recognized directly in equity on:
Current tax expense (benefit)
Realized gain on investments in equity instruments at FVOCI	—	—	4
Deferred tax expense (benefit)
Loss related to repurchase of MCNs	—	(185)	—
Realized gain on investments in equity instruments at FVOCI	—	—	9
	—	(185)	13

Total	305	833	(363)

10.3 Uncertain tax positions

The Company operates in multiple jurisdictions with complex

legal and tax regulatory environments. In certain of these

jurisdictions, ArcelorMittal has taken income tax positions that

management believes are supportable and are intended to

withstand challenge by tax authorities. Some of these positions

are inherently uncertain and include those relating to transfer

pricing matters and the interpretation of income tax laws applied

in complex transactions. The Company periodically reassesses

its tax positions. Changes to the financial statement recognition,

measurement and disclosure of tax positions are based on

management’s best judgment given any changes in the facts,

circumstances, information available and applicable tax

laws. Considering all available information and the history of

resolving income tax uncertainties, the Company believes that

the ultimate resolution of such matters will not have a material

effect on the Company’s financial position, statements of

operations or cash flows (see note 9.3).

10.4 Deferred tax assets and liabilities

The origin of the deferred tax assets and liabilities is as follows:


	Assets		Liabilities		Net
	2022	2021	2022	2021	2022	2021
Intangible assets	21	15	(553)	(487)	(532)	(472)
Property, plant and equipment	172	150	(3,757)	(4,076)	(3,585)	(3,926)
Inventories	214	273	(116)	(40)	98	233
Financial instruments	47	82	(16)	(799)	31	(717)
Other assets	161	152	(538)	(486)	(377)	(334)
Provisions	819	1,083	(389)	(253)	430	830
Other liabilities	474	531	(119)	(31)	355	500
Tax losses and other tax benefits carried forward	9,340	9,530	—	—	9,340	9,530
Tax credits carried forward	128	134	—	—	128	134
Deferred tax assets (liabilities)	11,376	11,950	(5,488)	(6,172)	5,888	5,778
Deferred tax assets					8,554	8,147
Deferred tax liabilities					(2,666)	(2,369)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

383

Deferred tax assets recognized by the Company as of December 31, 2022 included the following:


	Gross amount	Total deferred tax assets	Recognized deferred tax assets	Unrecognized deferred tax assets
Tax losses and other tax benefits carried forward	126,685	31,587	9,340	22,247
Tax credits carried forward	600	600	128	472
Other temporary differences	10,543	2,663	1,908	755
Total		34,850	11,376	23,474

Deferred tax assets recognized by the Company as of December 31, 2021 included the following:


	Gross amount	Total deferred tax assets	Recognized deferred tax assets	Unrecognized deferred tax assets
Tax losses and other tax benefits carried forward	133,107	33,236	9,530	23,706
Tax credits carried forward	671	671	134	537
Other temporary differences	11,695	3,033	2,286	747
Total		36,940	11,950	24,990

As of December 31, 2022, the majority of unrecognized deferred

tax assets relates to tax losses carried forward attributable to

various subsidiaries located in different jurisdictions (primarily

France, Germany, Luxembourg, Spain and USA) with different

statutory tax rates. At each reporting date, ArcelorMittal

considers existing evidence, both positive and negative,

including the earnings history and results of recent operations,

reversals of deferred tax liabilities, projected future taxable

income, and planning strategies, that could impact the view with

regard to future realization of these deferred tax assets.

The amount of the total deferred tax assets is the aggregate

amount of the various recognized and unrecognized deferred

tax assets at the various subsidiaries and not the result of a

computation with a given blended rate. The utilization of tax

losses carried forward is restricted to the taxable income of the

subsidiary or tax consolidation group to which it belongs. The

utilization of tax losses carried forward may also be restricted by

the character of the income, expiration dates and limitations on

the yearly use of tax losses against taxable income.

At December 31, 2022, the total amount of accumulated tax

losses in Luxembourg with respect to the ArcelorMittal S.A. tax

integration amounted to 110.7 billion, of which 34.0 billion is

considered realizable, resulting in the recognition of 8.5 billion of

deferred tax assets at the applicable income tax rate in

Luxembourg. At December 31, 2021, the total amount of

accumulated tax losses in Luxembourg with respect to the main

tax consolidation amounted to approximately 115.6 billion, of

which 34.1 billion was considered realizable, resulting in the

recognition of 8.5 billion of deferred tax assets at the applicable

income tax rate in Luxembourg. Under the Luxembourg tax

legislation, tax losses generated before 2017 can be carried

forward indefinitely and are not subject to any specific yearly

loss utilization limitations. The tax losses carried forward relate

primarily to tax deductible write-down charges taken on

investments in shares of consolidated subsidiaries recorded by

certain of ArcelorMittal’s holding companies in Luxembourg. Of

the total tax losses carried forward, 50.9 billion may be subject

to recapture in the future if the write-downs that caused them

are reversed creating taxable income unless the Company

crystallizes them through sales or other organizational

restructuring activities.

The Company believes that it is probable that sufficient future

taxable profits will be generated to support the recognized

deferred tax asset for tax losses carried forward in Luxembourg.

As part of its recoverability assessment the Company has taken

into account (i) its most recent forecast approved by

management and the Board of Directors, (ii) the likelihood that

the factors that have contributed to past losses in Luxembourg

will not recur, (iii) the fact that ArcelorMittal in Luxembourg is the

main provider of funding to the Company’s consolidated

subsidiaries, leading to significant amounts of taxable interest

income on outstanding and future loans as updated based on

most recent funding strategy, (iv) the expected level of interest

expenses in Luxembourg driven by the Group net debt level, (v)

the industrial franchise agreement whereby ArcelorMittal S.A.

licenses its business model for manufacturing, processing and

distributing steel to group subsidiaries, and (vi) other significant

and reliable sources of operational income earned from

ArcelorMittal’s European and worldwide operating subsidiaries

for centralized distribution and procurement activities performed

in Luxembourg. The Company has also considered the

implications of the net-zero path and its carbon emissions

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

384

intensity reduction targets on its future taxable profits

expectations in relation to the existing business models and the

potential future financing of such projects, resulting in no major

impact on the estimated level of future taxable profit. In

performing the assessment, the Company estimates at which

point in time its earnings projections are no longer reliable, and

thus taxable profits are no longer probable. Accordingly, the

Company has established consistent forecast periods for its

different income streams for estimating probable future taxable

profits, against which the unused tax losses can be utilized in

Luxembourg.

At December 31, 2022, based upon the level of historical

taxable income and projections for future taxable income over

the periods in which the deductible temporary differences are

anticipated to reverse, management believes it is probable that

ArcelorMittal will realize the benefits of the recognized deferred

tax assets of 8.6 billion. The amount of future taxable income

required to be generated by ArcelorMittal’s subsidiaries to utilize

the deferred tax assets of 8.6 billion is at least 34.4 billion.

Historically, the Company has been able to generate sufficient

taxable income and believes that it will generate sufficient levels

of taxable income in the coming years to allow the Company to

utilize tax benefits associated with tax losses carried forward

and other deferred tax assets that have been recognized in its

consolidated financial statements. Where the Company has had

a history of recent losses, it relied on convincing other evidence

such as the character of (historical) losses and planning

opportunities to support the deferred tax assets recognized.

As of December 31, 2022, ArcelorMittal recorded 146 of

deferred income tax liabilities in respect of deferred taxation that

would arise if temporary differences on investments in

subsidiaries, associates and interests in joint ventures were to

be realized in the foreseeable future as compared to 225 as of

December 31, 2021. No deferred tax liability has been

recognized in respect of other temporary differences on

investments in subsidiaries, associates and interests in joint

ventures because the Company is able to control the timing of

the reversal of the temporary difference and it is probable that

such differences will not reverse in the foreseeable future. The

amount of these unrecognized deferred tax liabilities is 795 at

December 31, 2022 (796 at December 31, 2021).

10.5 Tax losses, tax credits and other tax benefits carried

forward

At December 31, 2022, the Company had total estimated tax

losses carried forward and other tax benefits of 126.7 billion.

This includes net operating losses and other tax benefits of 5.2

billion primarily related to subsidiaries in the Basque Country in

Spain, Luxembourg and the United States, which expire as

follows:


Year expiring	Recognized	Unrecognized	Total
2023	3	238	241
2024	18	63	81
2025	4	61	65
2026	1	9	10
2027	5	6	11
2028 - 2043	534	4,249	4,783
Total	565	4,626	5,191

The remaining tax losses carried forward and other tax benefits

for an amount of 121.5 billion (of which 36.8 billion are

recognized and 84.7 billion are unrecognized) are carried

forward for unlimited period of time and primarily relate to the

Company’s operations in France, Germany, Luxembourg, Spain

and in the United States.

At December 31, 2022, the Company also had total estimated

tax credits carried forward of 600.

Such amount includes tax credits of 495 (of which 65

recognized and 430 unrecognized) and primarily attributable to

subsidiaries in the Basque country in Spain which expire as

follows:


Year expiring	Recognized	Unrecognized	Total
2023	—	2	2
2024	—	1	1
2025	—	1	1
2026	—	1	1
2027	—	1	1
2028 - 2043	65	424	489
Total	65	430	495

The remaining tax credits for an amount of 105 (of which 63 are

recognized and 42 are unrecognized) are indefinite and

primarily attributable to the Company’s operations in Spain and

the United States.

Tax losses, tax credits and other tax benefits carried forward are

denominated in the currency of the countries in which the

respective subsidiaries are located and operate, except for

Luxembourg where the tax losses are mainly denominated in

U.S. dollar. Fluctuations in currency exchange rates could

impact the U.S. dollar equivalent value of these tax losses

carried forward in future years.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

385

NOTE 11: EQUITY

11.1 Share details

On May 14, 2020, the Company completed an offering of

common shares, without nominal value for 750 at a price of

$9.27 per share. The Significant Shareholder participated in the

offerings by contributing an amount of 100 for the shares.

Following the offering of common shares described above with

net proceeds of 740 (net of transaction costs of 10), on May 14,

2020, the Company issued 80,906,149 fully paid up shares. The

Company allocated 29 to share capital, which increased from

364 at December 31, 2019 to 393 at December 31, 2020 and

the remainder of 711 to additional paid-in-capital.

Under the terms of the offerings, there was a 180-day lock-up

period for the Company on issuances or sales of shares and

securities exchangeable for or convertible into shares, subject to

customary exceptions.

Following the approval by the extraordinary general meeting of

shareholders on June 8, 2021 to cancel all the shares

repurchased by the Company under its share buyback programs

up to a maximum of 165 million shares, the Company

decreased issued share capital on August 4, 2021 and

September 22, 2021 through the cancellation of 70 million and

50 million treasury shares, respectively. Accordingly, the

aggregate number of shares issued and fully paid up decreased

from 1,102,809,772 to 982,809,772 and share capital decreased

by 43 from 393 at December 31, 2020 to 350 at December 31,

2021.

On January 14, 2022 and May 18, 2022, ArcelorMittal cancelled

45 million and 60 million treasury shares, respectively, to keep

the number of treasury shares within appropriate levels. These

cancellations took into account the shares already purchased

under the 1,000 share buyback programs announced on

November 17, 2021, which were completed on December 28,

2021 and on May 5, 2022, respectively. Following these

cancellations, the aggregate number of shares issued and fully

paid up and share capital decreased from 982,809,772 and 350

as of December 31, 2021 to 877,809,772 and 312 as of

December 31, 2022, respectively.

The Company’s shares consist of the following:


	December 31, 2020	Movement in year	December 31, 2021	Movement in year	December 31, 2022
Issued shares	1,102,809,772	(120,000,000)	982,809,772	(105,000,000)	877,809,772
Treasury shares	(22,075,359)	(49,841,211)	(71,916,570)	(555,273)	(72,471,843)
Total outstanding shares	1,080,734,413	(169,841,211)	910,893,202	(105,555,273)	805,337,929

The number of issued shares was 1,102,809,772 at December

31, 2020, 982,809,772 at December 31, 2021 and 877,809,772

at December 31, 2022.

Authorized shares

On August 4, 2021, following the cancellation of 70 million

treasury shares, the authorized share capital decreased from

485 represented by 1,361,418,599 ordinary shares without

nominal value to 460 represented by 1,291,418,599 ordinary

shares without nominal value. On September 22, 2021,

following the cancellation of 50 million treasury shares, the

authorized share capital decreased further to 442 represented

by 1,241,418,599 ordinary shares without nominal value.

Following the cancellations of treasury shares on January 14,

2022 and May 18, 2022, authorized share capital decreased

from 442 represented by 1,241,418,599 ordinary shares without

nominal value as of December 31, 2021 to 404 represented by

1,136,418,599 ordinary shares without nominal value as of

December 31, 2022.

Share buyback

On October 30, 2020, the Company completed a share buyback

program in connection with the announced sale of 100% of the

shares of ArcelorMittal USA. ArcelorMittal repurchased

35,636,253 shares at an average price per share of €11.92

($14.03) for a total value of €425 million (500).

The shares acquired through the buyback program were

recognized as treasury shares. On December 15, 2020,

ArcelorMittal signed separate, privately negotiated exchange

agreements with a limited number of holders of the MCNs for

which it delivered 22,653,933 shares out of treasury shares (see

note 11.2).

On March 3, 2021, ArcelorMittal completed its first share

buyback program in 2021 and repurchased 27.1 million shares

for a total amount of €537 million (650) at an average price per

share of €19.79 ($23.97).

On June 17, 2021, ArcelorMittal completed a second share

buyback program and repurchased 17.8 million shares for a

total amount of €469 million (570) at an average price per share

of €26.27 ($31.94).

On July 5, 2021, ArcelorMittal completed a third share buyback

program and repurchased 24.5 million shares for a total amount

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

386

of €630 million (750) at an average price per share of €25.77

($30.66).

On November 16, 2021, ArcelorMittal completed a fourth share

buyback program and repurchased 67.4 million shares for a

total value of €1,881 million (2,200) at an average price per

share of €27.91 ($32.64).

On December 28, 2021, completed a fifth share buyback

program and repurchased 34.1 million shares for a total value of

€886 million (1,000) at an average price per share of €25.99

($29.34).

During 2021, the Company repurchased 62.2 million shares

from the Significant Shareholder under its five share buyback

programs to maintain Significant Shareholder's current level of

voting rights (pursuant to the Share Repurchase Agreement

signed on February 12, 2021) for €1,600 million (1,878).

On April 25, 2022, ArcelorMittal completed its 1,000 share

buyback program announced on February 11, 2022 under the

authorization given by the annual general meeting of

shareholders of June 8, 2021 and repurchased 31.8 million

shares for a total value of €911 million (equivalent to 1,000) at

an approximate average price per share of €28.68 ($31.49).

On June 8, 2022, ArcelorMittal completed a second share

buyback program in the amount of 1,000 under the authorization

given by the annual general meeting of shareholders of May 4,

2022, bringing the total 2022 buybacks announced so far to

2,000. ArcelorMittal repurchased 33.3 million shares for a total

value of €943 million (equivalent to 1,000) at an approximate

average price per share of €28.26 ($29.99).

On July 29, 2022, the Company announced a third share

buyback program of 60.4 million shares (approximately 1.4

billion based on share price as of July 26, 2022) to be

completed by the end of May 2023 (subject to market

conditions) under the authorization given by the annual general

meeting of shareholders of May 4, 2022. The Significant

Shareholder has decided not to participate in the program

consistent with the position announced on February 25, 2022.

As of December 31, 2022, the Company had repurchased 41.3

million shares for an amount of €939 million (937) at an average

price per share of €22.73 ($22.67). As of March 3, 2023, the

Company has repurchased 44.8 million shares for an amount of

€1,037 million (1,040) at an average price per share of €23.14

($23.22).

The shares acquired under the different programs are intended

to meet ArcelorMittal’s obligations under debt obligations

exchangeable into equity securities; to reduce ArcelorMittal’s

share capital, and/or to meet ArcelorMittal’s obligations arising

from employee share programs.

Treasury shares

ArcelorMittal held, indirectly and directly, 72.5 million and 71.9

million treasury shares as of December 31, 2022 and

December 31, 2021, respectively.

11.2 Equity instruments and hybrid instruments

Mandatory convertible bonds

On December 28, 2009, the Company issued through Hera

Ermac, a wholly-owned subsidiary, 750 unsecured and

unsubordinated bonds mandatorily convertible into preferred

shares of such subsidiary. The bonds were placed privately with

a Luxembourg affiliate of Crédit Agricole (formerly Calyon) and

are not listed. The Company has the option to call the

mandatory convertible bonds until 10 business days before the

maturity date. Hera Ermac invested the proceeds of the bonds

issuance and an equity contribution by the Company in notes

issued by subsidiaries of the Company linked to the values of

shares of Erdemir and China Oriental. On April 20, 2011, the

Company signed an agreement for an extension of the

conversion date of the mandatory convertible bonds to January

31, 2013. On September 27, 2011, the Company increased the

mandatory convertible bonds from 750 to 1,000. The Company

has extended the conversion date for the mandatory convertible

bonds from time to time.

On March 29, 2019 and December 18, 2019, the Company

repaid notes issued by subsidiaries which were linked to the

value of the shares of Erdemir. As of December 31, 2020, the

remaining notes were linked to the value of the shares of China

Oriental (see note 6.1.5).

On December 22, 2020, the maturity of the mandatory

convertible bonds was extended from January 29, 2021 to

January 31, 2024. The other main features of the mandatory

convertible bonds remained unchanged. The Company

determined that this transaction led to the extinguishment of the

existing compound instrument and the recognition of a new

compound instrument including non-controlling interests for 869

(net of cumulative tax and fees) and other liabilities for 131. The

derecognition of the previous instrument and the recognition at

fair value of the new instrument resulted in a 178 expense

included in financing costs-net in the consolidated statement of

operations and a 53 increase in non-controlling interests.

Mandatorily convertible subordinated notes

On May 18, 2020, following the offering of common shares

described in note 11.1, the Company completed an offering of

mandatorily convertible subordinated notes (“MCNs”) for 1,250.

The MCNs have a three-year maturity, were issued at 100% of

the principal amount and will be mandatorily converted into

common shares of the Company upon maturity unless

converted earlier at the option of the holders or ArcelorMittal

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

387

during the conversion period or upon occurrence of certain

defined events.

In all cases, ArcelorMittal may exercise its right to convert early,

taking precedent over the other options. In case of an early

conversion, ArcelorMittal must deliver shares at the “Maximum

Conversion Ratio.” The mandatorily convertible notes pay a

coupon of 5.50% per annum, payable quarterly in arrears. The

minimum conversion price of the mandatorily convertible notes

is equal to $9.06, corresponding to the offering price of the

shares as described above, and the maximum conversion price

is 117.5% of the minimum conversion price or $10.64 as

adjusted from time to time. ArcelorMittal intends to use the net

proceeds from the offerings for general corporate purposes, to

deleverage and to enhance liquidity, thereby building additional

resilience going forward in what remains an uncertain

environment.

The Significant Shareholder participated in the offerings by

contributing an amount of 100 for the MCNs.

The Company determined that the MCNs are a hybrid

instrument including an equity component and a debt

component. The Company assessed whether there is actual

economic or other business reasons that it would exercise its

option to convert prior to maturity, whether the MCNs would

have been priced differently if the early settlement option had

not been included in the contractual terms and other factors

such as the term of the instrument, the width of the range

between the cap and the floor, ArcelorMittal’s share price and

the volatility of the share price as important criterion in this

conclusion. The early conversion right has economic substance

with respect to maintaining the current credit rating if early

conversion can help in preventing a rating downgrade. In this

event, future savings of credit interest is expected to be more

than the cost of early conversion. The debt component of 190

(net of transaction costs of 2) at issuance corresponded to the

net present value of the future interest payments and is included

in accrued expenses and other liabilities and other long-term

obligations. The remaining amount of 1,047 (net of transaction

costs of 11) was the equity instrument.

On December 15, 2020, ArcelorMittal signed separate, privately

negotiated exchange agreements with a limited number of

holders of MCNs exchanging 247 in aggregate principal amount

of MCNs for an aggregate of 22,653,933 treasury shares at the

minimum conversion ratio plus 25 paid in cash (including

accrued interest on the exchanged MCNs up to, but excluding,

the settlement date). The Company allocated the share

consideration to the debt (30) and equity (207) components

consistent with the original allocation using net present value of

the future interest payments at the date of exchange. As of

December 31, 2020 and following the exchange, the debt and

equity components were 123 and 840 (presented separately in

the statements of changes in equity), net of transaction fees

respectively.

On December 23, 2021, ArcelorMittal completed separate,

privately negotiated agreements with a limited number of

holders of MCNs to repurchase 395 in aggregate principal

amount of MCNs at the minimum conversion ratio for an

aggregate cash consideration of 1,196. The Company allocated

the cash consideration to the debt (30) and equity (331)

components of the instrument and recognized in financing costs

- net a 61 loss relating to the liability component and a 774 (589

net of tax) decrease in retained earnings relating to the equity

component consistent with the original allocation using net

present value of the future interest payments at the date of

exchange. As of December 31, 2022, the debt and equity

components were 13 and 509 (presented separately in the

statements of changes in equity), net of transaction fees,

respectively.

11.3 Earnings per common share

Basic earnings per common share is computed by dividing net

income (loss) by the weighted average number of common

shares outstanding during the year. Diluted earnings per share

is computed by dividing income (loss) available to equity holders

by the weighted average number of common shares plus

potential common shares from share unit plans whenever the

conversion results in a dilutive effect.

The following table provides the numerators and a reconciliation of the denominators used in calculating basic and diluted earnings per

common share for the years ended December 31, 2022, 2021 and 2020.


	Year ended December 31,
	2022	2021	2020
Net income (loss) attributable to equity holders of the parent	9,302	14,956	(733)
Weighted average common shares outstanding (in millions) for the purposes of basic earnings per share	911	1,105	1,140
Incremental shares from assumed conversion of restricted share units and performance share units (in millions)	3	3	—
Weighted average common shares outstanding (in millions) for the purposes of diluted earnings per share	914	1,108	1,140

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

388

For the purpose of calculating earnings per common share,

diluted weighted average common shares outstanding excludes

nil, nil and 9 million potential common shares from share unit

plans for the year ended December 31, 2022, 2021 and 2020,

respectively.

11.4 Dividends

Calculations to determine the amounts available for dividends

are based on ArcelorMittal’s financial statements (“ArcelorMittal

S.A.”) which are prepared in accordance with IFRS, as

endorsed by the European Union. ArcelorMittal S.A. has no

significant manufacturing operations of its own and generates its

profit mostly from financing activities and the management fees/

industrial franchise agreements with Group companies.

Accordingly, it can only pay dividends or distributions to the

extent it is entitled to receive cash dividend distributions from its

subsidiaries’ recognized gains, profit generated by its own

activities, from the sale of its assets or share premiums from the

issuance of common shares. Dividends are declared in U.S.

dollar and are payable in either U.S. dollar or in euros.


Description	Approved by	Dividend per share (in $)	Payout date	Total (in millions of $)
Dividend for financial year 2019	Annual general shareholders’ meeting on June 13, 2020	—	—	—
Dividend for financial year 2020	Annual general shareholders’ meeting on June 8, 2021	0.30	June 15, 2021	312
Dividend for financial year 2021	Annual general shareholders’ meeting on May 4, 2022	0.38	June 10, 2022	332

On May 4, 2022 at the annual general meeting of shareholders,

the shareholders approved the Company’s dividend of $0.38 per

share. The dividend amounted to 332 and was paid on June 10,

2022.

In February 2023, the Board of Directors recommended an

increase of the base annual dividend to $0.44 per share, from

$0.38 per share, to be paid in two equal installments in June

and December 2023, subject to the approval of shareholders at

the annual general meeting of shareholders in May 2023.

11.5 Non-controlling interests

11.5.1 Non-wholly owned subsidiaries that have material non-controlling interests

The tables below provide a list of the subsidiaries which include significant non-controlling interests at December 31, 2022 and 2021

and for the years ended December 31, 2022, 2021 and 2020.


Name of Subsidiary	Country of incorporation and operation	% of non- controlling interests and non- controlling voting rights at December 31, 2022	% of non- controlling interests and non- controlling voting rights at December 31, 2021	Net income (loss) attributable to non- controlling interests for the year ended December 31, 2022	Non- controlling interests at December 31, 2022	Net income (loss) attributable to non- controlling interests for the year ended December 31, 2021	Non- controlling interests at December 31, 2021	Net income (loss) attributable to non- controlling interests for the year ended December 31, 2020
AMSA	South Africa	30.78%	30.78%	55	198	151	160	(34)
Société Nationale de Sidérurgie S.A. ("Sonasid")1	Morocco	67.57%	67.57%	5	103	9	118	—
ArcelorMittal Kryvyi Rih	Ukraine	4.87%	4.87%	(68)	74	45	187	(1)
Belgo Bekaert Arames ("BBA")	Brazil	45.00%	45.00%	60	215	127	187	33
Hera Ermac2	Luxembourg	—	—	—	855	—	855	—
AMMC	Canada	15.00%	15.00%	183	492	257	527	127
Arceo	Belgium	62.86%	62.86%	1	144	2	153	2
ArcelorMittal Liberia Ltd3	Liberia	15.00%	15.00%	—	(173)	4	(218)	28
ArcelorMittal Texas HBI4	USA	20.00%	—	(9)	225	—	—	—
Other				9	305	14	269	—
Total				236	2,438	609	2,238	155

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

389

1.Sonasid - ArcelorMittal holds a controlling stake of 50% in Nouvelles Sidérurgies Industrielles ("NSI"). ArcelorMittal controls NSI on the basis of a shareholders’ agreement

which includes deadlock arrangements in favor of the Company. NSI holds a 64.86% stake in Sonasid. The total non-controlling interests in Sonasid of 67.57% are the

result of ArcelorMittal’s indirect ownership percentage in Sonasid of 32.43% through its controlling stake in NSI.

2.Hera Ermac - The non-controlling interests correspond to the equity component net of transaction fees of the mandatory convertible bonds maturing on January 31, 2024

(see note 11.2).

3.ArcelorMittal Liberia Ltd is incorporated in Cyprus. On December 20, 2022, ArcelorMittal fully settled a 300 capital increase in ArcelorMittal Liberia Ltd including 45 on

behalf of non-controlling interests.

4.On June 30, 2022, ArcelorMittal acquired a 80% controlling stake in ArcelorMittal Texas HBI (see note 2.2.4).

The tables below provide summarized statements of financial position for the above-mentioned subsidiaries as of December 31, 2022

and 2021 and summarized statements of operations and summarized statements of cash flows for the years ended December 31,

2022, 2021 and 2020.


	December 31, 2022
Summarized statements of financial position	AMSA	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC	Arceo	AM Liberia	ArcelorMittal Texas HBI LLC
Current assets	1,124	280	801	362	704	1,444	191	371	311
Non-current assets	608	98	1,186	160	953	3,029	42	423	963
Total assets	1,732	378	1,987	522	1,657	4,473	233	794	1,274
Current liabilities	762	193	493	107	64	480	—	1,727	113
Non-current liabilities	327	32	165	15	102	460	—	36	31
Net assets	643	153	1,329	400	1,491	3,533	233	(969)	1,130


	December 31, 2022
Summarized statements of operations	AMSA	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC	Arceo	AM Liberia	ArcelorMittal Texas HBI LLC
Revenue	2,516	471	1,435	1,032	—	3,467	—	303	462
Net income (loss)	177	9	(1,429)	141	(55)	1,171	2	4	(43)
Total comprehensive income (loss)	178	15	(1,386)	140	(55)	1,273	2	4	(43)


	December 31, 2022
Summarized statements of cash flows	AMSA	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC	Arceo	AM Liberia	ArcelorMittal Texas HBI LLC
Net cash provided by / (used in) operating activities	22	30	77	202	17	1,159	6	154	125
Net cash provided by / (used in) investing activities	(69)	(14)	(73)	(59)	(11)	432	6	(452)	(133)
Net cash provided by / (used in) financing activities	5	(15)	(20)	(156)	(6)	(1,601)	(3)	300	—
Impact of currency movements on cash	(4)	(11)	(6)	—	—	—	(5)	—	—
Cash and cash equivalents:
At the beginning of the year / at acquisition date	203	99	48	31	—	216	89	2	12
At the end of the year	157	89	26	18	—	206	93	4	4
Dividend to non-controlling interests	—	(10)	—	(71)	—	(237)	(2)	—	—

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

390


	December 31, 2021
Summarized statements of financial position	AMSA	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC	Arceo	AM Liberia
Current assets	1,229	232	1,657	392	685	2,058	196	176
Non-current assets	554	107	3,043	124	976	3,038	53	158
Total assets	1,783	339	4,700	516	1,661	5,096	249	334
Current liabilities	901	124	787	149	55	640	—	1,559
Non-current liabilities	362	43	284	23	54	623	—	46
Net assets	520	172	3,629	344	1,552	3,833	249	(1,271)


	December 31, 2021
Summarized statements of operations	AMSA	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC	Arceo	AM Liberia
Revenue	2,695	480	4,015	1,021	—	3,997	—	372
Net income (loss)	489	15	920	272	(4)	1,713	3	63
Total comprehensive income (loss)	491	17	918	273	(4)	1,796	3	63


	December 31, 2021
Summarized statements of cash flows	AMSA	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC	Arceo	AM Liberia
Net cash provided by / (used in) operating activities	180	23	778	90	5	2,310	8	214
Net cash provided by / (used in) investing activities	(85)	(6)	(313)	(5)	8	(844)	19	(78)
Net cash provided by / (used in) financing activities	(49)	(4)	(449)	(72)	(13)	(1,375)	(5)	(135)
Impact of currency movements on cash	(16)	(6)	1	(2)	—	—	(6)	—
Cash and cash equivalents:
At the beginning of the year	173	92	31	20	—	125	73	1
At the end of the year	203	99	48	31	—	216	89	2
Dividend to non-controlling interests	—	(2)	(17)	(22)	—	(202)	(3)	—


	December 31, 2020
Summarized statements of operations	AMSA	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC	Arceo	AM Liberia
Revenue	1,526	324	2,348	650	—	2,746	—	361
Net income (loss)	(110)	(1)	17	75	(208)	849	4	192
Total comprehensive income (loss)	(138)	3	14	79	(208)	747	4	192

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

391


	December 31, 2020
Summarized statements of cash flows	AMSA	Sonasid	AM Kryvyi Rih	BBA	Hera Ermac	AMMC	Arceo	AM Liberia
Net cash provided by / (used in) operating activities	30	39	697	86	(209)	922	8	223
Net cash provided by / (used in) investing activities	(13)	(5)	(212)	(12)	208	(137)	20	(19)
Net cash provided by / (used in) financing activities	77	(1)	(485)	(65)	1	(870)	(6)	(204)
Impact of currency movements on cash	19	6	(11)	(2)	—	—	5	—
Cash and cash equivalents:
At the beginning of the year	60	53	42	13	—	210	46	1
At the end of the year	173	92	31	20	—	125	73	1
Dividend to non-controlling interests	—	—	—	(27)	—	(126)	(3)	—

11.5.2 Transactions with non-controlling interests

Acquisitions of non-controlling interests, which do not result in a

change of control, are accounted for as transactions with

owners in their capacity as owners and therefore no goodwill is

recognized as a result of such transactions. In such

circumstances, the carrying amounts of the controlling and non-

controlling interests are adjusted to reflect the changes in their

relative interests in the subsidiary. Any difference between the

amount by which the non-controlling interests are adjusted and

the fair value of the consideration paid or received is recognized

directly in equity and attributed to the owners of the parent.

Transactions with non-controlling interests also include the

mandatory convertible bonds (see note 11.2).

Put option liabilities

On March 30, 2022 Votorantim S.A. exercised the put option

right it has under its shareholders’ agreement with the Company

with respect to its 2.9% preferred share interest in ArcelorMittal

Brasil following the acquisition of Votorantim S.A.'s long steel

business in Brazil in 2018, which was subsequently renamed

ArcelorMittal Sul Fluminense ("AMSF"). The exercise price of

the put option is calculated pursuant to an agreed formula in the

shareholders’ agreement which applies a 6 times multiple of

ArcelorMittal Brasil Longs Business EBITDA in the four

immediately preceding calendar quarters from the date of the

put option exercise (subject to certain adjustments, such as the

exclusion of any unusual, infrequent or abnormal events) less

an assumed net debt of BRL 6.2 billion times 15%. The

Company determined that it has a present ownership interest in

the preferred shares subject to the put option. Accordingly, it

recognized at acquisition date of AMSF a 328 financial liability at

amortized cost and measured at the present value of the

redemption amount. As of December 31, 2022, the Company

calculated the put option exercise price in the amount of BRL

1.0 billion (179 see note 4.8). Votorantim S.A. has indicated that

it does not agree with ArcelorMittal Brasil’s calculation of the

exercise price and filed a request for arbitration on September

28, 2022. The definition of the final put option exercise price will

be subject to the arbitration procedure, whose estimated timing

for resolution is currently unknown. In January 2023,

ArcelorMittal Brasil settled the undisputed amount it accepts as

the value of the put option for 179 (see note 9.3).

On June 3, 2021, following an amendment to the shareholders'

agreement signed between the Company and non-controlling

interests in NSI, an entity in which ArcelorMittal holds a 50%

controlling stake and which holds a 64.86% interest in Sonasid

in Morocco, the Company granted to such non-controlling

interests a put option to buy the totality of their shares in NSI

exercisable by its holders during three periods between

December 5, 2022 to December 4, 2024, December 5, 2027 to

December 4, 2029 and December 5, 2032 to December 4,

2034. The Company recognized a financial liability at amortized

cost against equity of 119 (122 as of December 31, 2022) and

measured at the present value of the redemption amount (see

note 9.2).

In conjunction with the acquisition of an 80% interest in

ArcelorMittal Texas HBI on June 30, 2022, ArcelorMittal granted

to voestalpine a put option exercisable at the end of the fifth,

tenth and fifteenth year subsequently to the acquisition date.

The Company recognized at inception a 177 (181 as of

December 31, 2022) financial liability at amortized cost

measured at the present value of the redemption amount of the

written put option based on the lower of equity value increased

by an annual contractual return and fair value (see notes 2.2.4

and 9.2).

NOTE 12: RELATED PARTIES

The related parties of the Group are predominately subsidiaries,

joint operations, joint ventures, associates and key management

personnel (see note 8.1) of the Group. Transactions between

the parent company, its subsidiaries and joint operations are

eliminated on consolidation and are not disclosed in this note.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

392

Related parties include the Significant Shareholder, which is a

trust of which Mr. Lakshmi N. Mittal, Mrs. Usha Mittal and their

children are the beneficiaries and which owns, together with

shares owned directly by Mr. and Mrs. Mittal, 37.65% of

ArcelorMittal’s issued ordinary shares.

Transactions with related parties of the Company mainly relate

to sales and purchases of raw materials and steel products and

were as follows:

12.1 Sales and trade receivables


		Year ended December 31,			December 31,
		Sales			Trade receivables
Related parties and their subsidiaries where applicable	Category	2022	2021	2020	2022	2021
Calvert	Joint Venture	3,521	3,549	1,488	38	48
Gonvarri Steel Industries 1	Associate	2,526	2,234	1,395	118	72
Aperam	Other	536	478	155	69	67
Borçelik	Joint Venture	427	484	312	6	105
Tuper	Joint Venture	336	326	128	43	60
ArcelorMittal CLN Distribuzione Italia	Joint Venture	333	499	304	2	35
Bamesa	Associate	311	370	226	20	53
Tameh	Joint Venture	292	107	64	29	19
Coils Lamiere Nastri (C.L.N.)	Associate	195	150	146	3	8
WDI 2	Associate	195	195	106	1	2
ArcelorMittal RZK Çelik Servis Merkezi	Joint Venture	177	154	167	6	67
Acciaierie d'Italia 3	Joint Venture	97	1,193	—	214	363
Other		798	780	651	128	185
Total		9,744	10,519	5,142	677	1,084

1.Gonvarri Steel Industries include mainly the joint ventures ArcelorMittal Gonvarri Brasil Productos Siderúrgicos and ArcelorMittal Gonvarri SSC Slovakia.

2.WDI includes Westfälische Drahtindustrie Verwaltungsgesellschaft mbH & Co. KG and Westfälische Drahtindustrie GmbH.

3.On April 14, 2021, ArcelorMittal completed an investment agreement with Invitalia, an Italian state-owned company, forming the joint venture Acciaierie d’Italia (see note

2.3.1). On September 30, 2021, the raw material supply agreement between Acciaierie d’Italia and the Company expired without renewal.

12.2 Purchases and trade payables


		Year ended December 31,			December 31,
		Purchases			Trade payables
Related parties and their subsidiaries where applicable	Category	2022	2021	2020	2022	2021
Tameh	Joint Venture	830	404	171	147	178
Global Chartering	Joint Venture	413	286	138	13	20
Aperam	Other	126	86	56	12	15
Sitrel	Joint Venture	110	88	29	—	2
AMNS India	Joint Venture	105	166	18	8	1
Integrated Metal Recycling	Joint Venture	99	167	—	3	—
Alkat	Associate	90	68	53	9	10
Exeltium	Associate	85	71	50	14	12
Baycoat	Joint Venture	60	53	46	6	6
CFL Cargo	Associate	52	71	54	14	26
Other		330	413	536	140	161
Total		2,300	1,873	1,151	366	431

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

393

12.3 Other transactions with related parties

As of December 31, 2020, the shareholder loans granted by the

Company to Al Jubail, with various maturity dates, had a

carrying value of 109. They were fully converted into equity in

2021 (see note 2.4.1).

As of December 3, 2014, ArcelorMittal Calvert LLC signed a

member capital expenditure loan agreement with the joint

venture Calvert and as of December 31, 2022 and 2021, the

loans amounted to 212 and 195, respectively, including accrued

interest. The loans bear interest from 2.28% to 5.66% and have

various maturity dates ranging from less than 1 to 25 years.

On November 8, 2019, Baffinland entered into an agreement

with a bank to finance up to 6 million tonnes at 78% of the value

of the iron ore produced and hauled to the port of Milne Inlet by

Baffinland up to a limit of 450. This arrangement was renewed

on December 1, 2020. On October 31, 2022, Baffinland

renewed the agreement with the bank to finance up to 6 million

tonnes at 87% of the value of the iron ore produced and hauled

to the port of Milne Inlet by Baffinland up to a limit of 600. In

2020, ArcelorMittal provided transitional marketing services to

Baffinland; its shared operator rights terminated on June 30,

2018 and the Company retained marketing rights until

December 31, 2019.

Following the Indian Supreme Court ruling dated October 4,

2018, ArcelorMittal completed a series of payments to the

financial creditors of KSS Petron to clear overdue debts. AMNS

India has the right to enforce the KSS Petron debt on behalf of

the Company for an outstanding amount of 136 as of December

31, 2022 and 2021.

NOTE 13: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst & Young S.A. acted as the principal independent

registered public accounting firm for ArcelorMittal for the fiscal

years ended December 31, 2022 and Deloitte Audit S.à r.l. was

the principal independent registered public accounting firm for

ArcelorMittal for the fiscal year ended December 31, 2021. Set

forth below is a breakdown of fees for services rendered in 2022

and 2021 by the respective principal auditor.

Audit Fees. Audit fees in 2022 and 2021 included 21.1 and 25.8,

respectively, for the audits of financial statements, and 0.1 and

0.3 in 2022 and 2021, respectively, for regulatory filings.

Audit-Related Fees. Audit-related fees in 2022 and 2021 were

0.9 and 0.5, respectively. Audit-related fees include fees for

agreed upon procedures for various transactions or reports.

Tax Fees. Fees relating to tax planning, advice and compliance

in 2022 and 2021 were 0.3 and 0.2, respectively.

All Other Fees. Fees in 2022 and 2021 for all other services

were 0.25 and 0.05, respectively. All other fees relate to services

not included in the first three categories.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

394

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

To the Shareholders of

ArcelorMittal Société Anonyme

24-26, Boulevard d’Avranches

L-1160 Luxembourg

Grand Duchy of Luxembourg

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of ArcelorMittal and its subsidiaries (the “Group”), which comprise the

consolidated statement of financial position as at December 31, 2022, and the consolidated statement of comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the

Group as at December 31, 2022, and of its consolidated financial performance and its consolidated cash flows for the year then ended

in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession (Law of 23

July 2016) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du

Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted

for Luxembourg by the CSSF are further described in the “Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the

Consolidated Financial Statements” section of our report. We are also independent of the Group in accordance with the International

Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics

Standards Board for Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that

are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical

requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated

financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.


Report of the réviseur d'entreprises agréé

395

Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment

Description of the

Matter

The goodwill balance as of December 31, 2022 was $3,767 million. There was no impairment of goodwill

recorded for the year ended December 31, 2022. The property, plant and equipment (“PP&E”) and

intangible assets balances of the Company as of December 31, 2022 were $30,167 million and $1,136

million, respectively. There was an impairment charge of $1,026 million in respect of PP&E and intangible

assets recorded for the year ended December 31, 2022 for the ArcelorMittal Kryvyi Rih cash-generating

unit (“CGU”), representing the Company’s operations in Ukraine. As explained in Note 5.3 to the

consolidated financial statements, the Company’s evaluation of goodwill for impairment at the group of

cash-generating units (“GCGU”) level, and property, plant and equipment (“PP&E”) as part of the relevant

CGU, involves a comparison of the recoverable amount of each GCGU or CGU to the carrying amount.

Key assumptions that had a significant impact on the Company’s estimate of the recoverable amounts of

the relevant GCGUs and CGUs, included future volumes of shipments, future selling prices, variable costs

and discount rate. Changes in these assumptions could have a significant impact on the recoverable

amount of a GCGU or CGU. There are significant judgments made by management to estimate these

assumptions, including as it relates to the impact of the war in Ukraine, both specifically on the Company’s

Ukrainian operations, and more broadly, the impact of the war on the level of uncertainty associated with

these assumptions.

The estimate of the recoverable amount also considers the Company’s exposure to certain climate related

risks, which affect the estimates of the future cash flows. Where there is a legal obligation in terms of

carbon neutrality, the estimates of the future cash flows include the decarbonization capital expenditure

expected to be necessary to maintain the level of economic benefits expected to be generated by the

respective assets in the current condition. For the jurisdictions where there is no legal obligation for carbon

neutrality, the decarbonization related uncertainty was reflected in the risk premiums in the discount rates

applied to determine the present value of the estimated future cash flows.

Auditing the recoverable amounts of the relevant GCGUs and CGUs was complex and required a high

degree of auditor judgement and an increased extent of effort, including the involvement of valuation

specialists, due to the significant estimation uncertainty and subjective nature of the assumptions used in

the estimates, as described above.

How We Addressed

the Matter in Our

Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over

management’s valuation methodology and assumptions used for the estimates of future cash flows. For

example, we evaluated controls over the Company’s forecasting process used to develop the estimated

future cash flows and controls over management’s data included in the estimated future cash flows.

We evaluated management’s ability to reasonably estimate future cash flows by comparing actual results to

management’s historical forecasts. As it relates to future volume of shipments, future selling prices and

variable costs, we compared management’s estimates to available external third-party data regarding

demand, selling prices and raw material prices. Specifically, as it relates to the estimate of the recoverable

amount of ArcelorMittal Kryvyi Rih CGU, we evaluated the reasonableness of management’s assumption as

it relates to the timing for the end of war and the length of the post-war recovery period by independently

developing a reasonable range of point estimates and comparing to management’s estimate.

We evaluated the effects of climate-related matters, including their impact on risk premiums and discount

rates by considering, among other factors, current legislation and regulations related to carbon emissions, as

well as the Company’s ongoing initiatives to transition to lower-carbon operations. Also, as part of our

procedures, we compared expected decarbonization capital expenditures against approved budgets and

where applicable, costs incurred to date.

With the assistance of our valuation specialists, we evaluated the discounted cash flows methodology and

assessed the discount rates used in the value in use estimates by comparing to underlying source

information, testing the mathematical accuracy of the calculation, developing an independent range of

estimates and comparing the discount rate selected by management to our range.

We also evaluated the adequacy of the disclosures in note 5.3 of the consolidated financial statements.


Report of the réviseur d'entreprises agréé

396

Recoverability of Deferred Tax Assets (“DTAs”)

Description of the

Matter

The DTA balance as of December 31, 2022, was $8,554 million, which is primarily related to the ArcelorMittal

S.A. (parent company) tax integration. As explained in Note 10.4 to the consolidated financial statements,

ArcelorMittal S.A. has DTAs primarily related to tax losses and other tax benefits carried forward. Under

current tax law in Luxembourg, tax losses accumulated before January 1, 2017, do not expire and are

recoverable against future taxable income. The assessment of the likelihood of future taxable profits being

available, and specifically the length of the forecast periods utilized, requires significant management

judgment.

Auditing the recognition of DTA balances is subjective because the estimation requires significant judgment,

including the availability of future income against which tax deductions represented by the DTA can be

offset. In addition, auditing the recognition of DTA balances that are supported by the expectation of future

taxable income arising beyond ArcelorMittal S.A.’s 5-year planning horizon required significant auditor

judgment and an increased effort, including the involvement of tax professionals.

How We Addressed

the Matter in Our

Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over

the Company’s assessment of the recoverability of deferred tax assets. For example, we tested controls

over management’s review of the significant assumptions used in estimating the projections of future taxable

income, including management’s analysis of the sensitivity of the length of the forecast periods to change

based on other reasonably likely outcomes that would have a material effect on the recoverability of DTAs.

To test the recoverability of DTAs, among other procedures, we compared the projections of future income

with the actual results of prior periods and separately, against other forecasted financial information

prepared by the Company, such as those described in the ‘Impairment of Goodwill, Intangible Assets and

Property, Plant and Equipment’ critical audit matter above. We assessed the Company’s evaluation of the

length of the forecast periods to utilize the DTA, by independently developing a reasonable range of point

estimates and comparing to management’s estimate. Additionally, we tested the completeness and accuracy

of the existing loan agreements used by management to forecast financial income and we performed

sensitivity analyses over this forecast. Where relevant and with the assistance of our tax professionals, we

also evaluated management’s proposed tax planning strategies, and potential tax implications of material

current year transactions, such as acquisitions.

We also evaluated the adequacy of the disclosures in note 10.4 of the consolidated financial statements in

respect of ArcelorMittal S.A.’s DTAs.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information stated in the

consolidated management report and the corporate governance statement, but does not include the consolidated financial statements

and our report of the "réviseur d’entreprises agréé" thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in

the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the Consolidated Financial Statements

The Board of Directors is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with IFRSs as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to

enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.


Report of the réviseur d'entreprises agréé

397

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as

a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for presenting and marking up the consolidated financial statements in compliance with the

requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format as amended (“the ESEF

Regulation”).

Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Consolidated Financial Statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU

Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial

statements.

As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for

Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

•Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by the Board of Directors.

•Conclude on the appropriateness of Board of Directors use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the consolidated financial statements

or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to

the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause the Group to

cease to continue as a going concern.

•Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and

whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair

presentation.

•Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the

Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and

performance of the Group audit. We remain solely responsible for our audit opinion.

Our responsibility is also to assess whether the consolidated financial statements have been prepared in all material respects with the

requirements laid down in the ESEF Regulation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


Report of the réviseur d'entreprises agréé

398

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the

audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters

in our report unless law or regulation precludes public disclosure about the matter.

Other Matter

The consolidated financial statements for the year ended December 31, 2021 were audited by another "réviseur d’entreprises agréé”

who expressed an unmodified opinion on those statements on March 11, 2022.

Report on Other Legal and Regulatory Requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on May 4, 2022, and the

duration of our uninterrupted engagement, including previous renewals and reappointments, is one year.

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance

with applicable legal requirements.

The corporate governance statement is included in the consolidated management report. The information required by Article 68ter

paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting

records and annual accounts of undertakings as amended, is consistent with the consolidated financial statements and has been

prepared in accordance with applicable legal requirements.

We have checked the compliance of the consolidated financial statements of the Group as at December 31, 2022, with the relevant

statutory requirements set out in the ESEF Regulation that are applicable to financial statements. For the Group it relates to:

•Financial statements prepared in a valid xHTML format; and

•The XBRL markup of the consolidated financial statements using the core taxonomy and the common rules on markups

specified in the ESEF Regulation.

In our opinion, the consolidated financial statements of the Group as at December 31, 2022, identified as “mt-2022-12-31-en”, have

been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.

We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided and that we remained

independent of the Group in conducting the audit.

For Ernst & Young

Société anonyme,

Cabinet de révision agréé

Olivier Lemaire

March 8, 2023


Report of the réviseur d'entreprises agréé

399