mt-2023-12-31-en

Table of Contents



Management report	Page


Introduction
Company overview	3
History and development of the Company	3
Forward-looking statements	9
Key transactions and events in 2023	10
Sustainable development highlights - striving to be a leader in the decarbonization of the steel industry	11
Risk Factors and Control	15

Business overview

Business strategy	37
Research and development	39
Sustainable development	44
Products	70
Sales and marketing	74
Intellectual property	74
Government regulations	75
Organizational structure	88

Properties and capital expenditures
Property, plant and equipment	90
Capital expenditures	105
Mineral reserves and resources	107

Operating and financial review
Economic conditions	128
Operating results	151
Liquidity and capital resources	165
Disclosures about market risk	172
Outlook	174

Management and employees
Directors and senior management	174
Compensation	186
Employees	202
Corporate governance	208

Shareholders and markets
Major shareholders	217
Related party transactions	220


	Page
Markets	221
New York Registry Shares	221
Dividend distributions	221
Purchases of equity securities by the issuer and affiliated purchasers	222
Share capital	223

Additional information
Memorandum and Articles of Association	224
Material contracts	233
Exchange controls and other limitations affecting security holders	234
Taxation	235
Evaluation of disclosure controls and procedures	239
Glossary - definitions, terminology and principal subsidiaries	241
Chief executive officer and chief financial officer’s responsibility statement	244

Consolidated financial statements	245
Consolidated statements of operations	246
Consolidated statements of other comprehensive income	247
Consolidated statements of financial position	248
Consolidated statements of changes in equity	249
Consolidated statements of cash flows	250
Notes to the consolidated financial statements	251

Report of the réviseur d’entreprises agréé - consolidated financial statements	366

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, and a growing

presence in Asia including India through its joint venture AMNS

India.

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

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

mines.

ArcelorMittal has steel-making operations in 15 countries,

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

December 31, 2023, ArcelorMittal had approximately 126,756

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 140 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, safety, 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 2023, approximately 39%

of its crude steel was produced in the Americas, approximately

50% was produced in Europe and approximately 11% was

produced in other countries, such as 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, including captive mines are present in North

America, South America, Africa, Europe and the CIS region.

Captive mines are integrated into 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 81.0 million tonnes of

crude steel for the year ended December 31, 2023. Steel

shipments for the year ended December 31, 2023 totaled 55.6

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 140 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 many 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 9 (following the disposal of Kazakhstan iron ore and

coal mining operations) operating units with mines in operation

and development and is among the largest iron ore producers in

the world. In 2023, ArcelorMittal sourced a large portion of its

raw materials from its own mines and facilities including leases.

The table below reflects ArcelorMittal's self-sufficiency through

its mining operations in 2023.


Millions of metric tonnes	Consumption	Sourced from own mines/ facilities2, 3	Self- sufficiency %
Iron ore	74.1	42.0	57%
PCI & coal1	29.9	2.0	7%
Coke	17.3	17.0	98%
Scrap & DRI	26.1	15.5	59%

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

power generation. ArcelorMittal's consumption of PCI and coal was 5.8 million

tonnes and 24.1 million tonnes, respectively, for the year ended December 31,

2023.

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

3. Includes Kazakhstan iron ore and coal mining operations, which were sold on

December 7, 2023. Iron ore and coal production is included in the table

through the transaction closing date. See "Properties and capital expenditures

—Mineral reserve and resources" and "Introduction—Key transactions and

events in 2023".

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

Canada, Liberia, Mexico, Ukraine, South Africa and through its

joint venture in India and associate in Canada (Baffinland). On

December 7, 2023, the Company divested its mining operations

in Kazakhstan in the context of the sale of ArcelorMittal

Temirtau, see "—Key transactions and events in 2023".

ArcelorMittal’s main mining products include iron ore lump,

fines, concentrate, pellets and sinter feed. 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 and also a

vital material for the production of steel through the electric arc

furnace ("EAF") route which will grow substantially in the context

of decarbonization. As of December 31, 2023, ArcelorMittal’s

iron ore reserves (including reserves at mines where

ArcelorMittal owns less than 100%, based on ArcelorMittal's

Management report

ownership percentage even if ArcelorMittal is entitled to mine all

the reserves, and including reserves for which use is restricted)

were estimated at 3,937 million tonnes run of mine. See

“Properties and capital expenditures—Mineral reserves and

resources” for a detailed list of the entities with mineral reserves

and resources and ownership structure. The Company’s long-

life iron ore 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, 17

deep-water port facilities and linked railway sidings.

Market-leading automotive steel business. ArcelorMittal has

a leading market share (approximately 15% of the worldwide

market) in automotive, 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 2023, ArcelorMittal extended the S-in Motion® catalog

according to the automotive market trends. The S-in Motion®

battery electric vehicles ("BEV") catalog of steel solutions has

been adapted to include specific products for BEV's including

new designs focused on battery protection. Advanced and

especially ultra-high strength steels, innovative press hardened

steels, and laser welded blanks are especially highlighted as

key solutions for optimal performance (passenger safety/

lightweighting) and battery protection. The growth of various

types of electric vehicles will impact design and manufacturing

leading to demand for different materials and steel grades, and

more AHSS for battery protection. For instance, 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, is expected to grow quickly.

Recently, the automotive industry’s priority has 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. On top of further lightweighting opportunities, the

new solutions offer concepts to simplify operations by optimizing

the amount of robots, by reducing the shop floor size, and by

cutting the hours of labor per vehicle in the assembly shop by up

to 30%. These achievements were mainly possible with the

combination of extra-large laser welded blanks and the new

generation of Press Hardening steels Usibor® 2000 and

Ductibor® 1000.

In the automotive industry, ArcelorMittal mainly supplies the

geographic markets where its production facilities are located,

which are Europe, North and South America, South Africa and

China through Valin ArcelorMittal Automotive Steel Co., Ltd

(“VAMA”), a 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 and

production facilities in North and South America, South Africa,

Europe and China, ArcelorMittal believes that 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.

Examples of MPI are the rear H-Frame and the double door

ring. Following the launch of H-frame project in China with

Dongfeng Voyah in 2022, the Company launched several new

projects in 2023 (including designing and structure

strengthening projects) for OEMs. Furthermore, after the initial

success of MPI Door-Ring concepts in the U.S. and China with

both legacy and newcomer OEMs, in 2023, the Company

succeeded in a breakthrough of the Door-Ring concept with

several OEMs in Europe as well. As of December 31, 2023,

more than 50 different vehicles are designed by ArcelorMittal

with the Door-Ring concept and approximately 100 projects are

currently in progress.

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

launched two solutions under the XCarb™ brand: XCarb™

green steel certificates and XCarb™ recycled and renewably

produced ("RRP"), which was well received in automotive

industry and markets. The first XCarb® RRP steels were

successfully launched in Europe and in North America,

exhibiting potential for reduction in CO2 emissions. In 2023, the

Company entered into an agreement with General Motors for

supplying XCarb® RRP steels in North America.

Management report

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 2023, approximately

43.2 million tonnes of crude steel were produced

through the basic oxygen furnace process ("BOF") and

approximately 14.9 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 markets 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 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. These savings limited 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. 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 on its plan related to repairs and maintenance

following the decision taken to maintain such expenditures at

higher levels to ensure operational reliability.

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

$1.5 billion value plan ($1.4 billion scope adjusted for the sale of

ArcelorMittal Temirtau operations on December 7, 2023)

focused on creating value through well-defined commercial and

operational initiatives. This plan did not include the impact of

strategic capital expenditure projects (which are followed

separately). The plan includes commercial initiatives, including

volume/mix improvements and operational improvements

(primarily in variable costs). The plan aims at protecting

operating income potential of the business from rising

inflationary pressures, improving its relative competitive position

vis-à-vis its peers and supporting sustainably higher profits. The

plan progressed during 2023, and the actions taken in 2022 and

2023 have so far yielded cumulative benefits of $0.8 billion

(approximately 60% of the scope adjusted target). These

include $0.3 billion of commercial initiatives, $0.3 billion of

variable costs savings and $0.2 billion of fixed and logistic cost

savings. With the ongoing focus to execute and deliver the value

plan initiatives, the Company expects to achieve the remainder

of the targets as planned in 2024.

Proven expertise in acquisitions

ArcelorMittal’s management team has proven expertise in

successfully acquiring and subsequently integrating operations.

The Company takes a disciplined approach to investing and

uses teams with diverse areas of expertise from different

Management report

business units across the Company to evaluate opportunities,

conduct due diligence and monitor integration and post-

acquisition performance. 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 portfolio

optimization including assets disposals and strategic M&A

activity (see also "— Key transactions and events in 2023"). In

2022, ArcelorMittal acquired a 80% interest in voestalpine's

world-class Hot Briquetted Iron ("HBI") plant in Texas and in

2023, the Company completed the acquisition of Companhia

Siderúrgica do Pecém ("CSP") renamed ArcelorMittal Pecém in

Brazil, a world-class operation, producing high-quality slab at a

globally competitive cost. To further support its decarbonization

strategy, ArcelorMittal completed the acquisitions of Riwald

Recycling and Italpannelli Germany, which complement the

Company's existing geographic presence and strengthen the

product portfolio of ArcelorMittal Downstream Solutions'

construction business.

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. As a milestone to its 2050 net-zero

target, the Company has 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 given 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

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 available within the Corporate

Library on www.arcelormittal.com. The 2023 information is

expected to be published during the second quarter of 2024. 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

Management report

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.

On May 19, 2023, ArcelorMittal's outstanding 5.50% Mandatorily

Convertible Subordinated Notes ("MCNs") matured and were

converted into shares, leaving no MCNs outstanding or listed on

the NYSE.

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. Furthermore,

ArcelorMittal has been participating in the Carbon Disclosure

Project since 2005 and the United National Global Compact

since 2003.

Share price performance

During 2023, the price of ArcelorMittal shares increased by 8.2%

in dollar terms compared to 2022 year on year; the chart below

shows a comparison between the performance of ArcelorMittal’s

shares and the Eurostoxx600 Basic Resource (SXPP).

Capital return policy

On May 2, 2023, at the annual general meeting of shareholders

("AGM"), the shareholders approved the dividend of $0.44 per

share proposed by the Board of Directors. The dividend

amounted to $369 million and payment included two

installments; the first installment of $185 million was paid on

June 15, 2023 and the second installment of $184 million was

paid on December 7, 2023.

In accordance with its capital return policy, the Company

expects to pay a base annual dividend (to be progressively

increased over time). In addition, a minimum of 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.

Management report

During 2023, as part of its capital return policy and pursuant to

the authorization given by the annual general meeting of

shareholders on May 4, 2022, ArcelorMittal completed a share

buyback program on March 31, 2023. On May 5, 2023, the

Company announced another share buyback program pursuant

to the authorization of the AGM held on May 2, 2023, which

remains outstanding as of the date of this annual report.

Including the $8.6 billion from share buyback programs that

were completed from 2020 to 2022 and $1.2 billion from shares

repurchased during 2023, the Company returned in total $12

billion to shareholders under the above-mentioned capital return

policy. Additional buybacks under the outstanding buyback

program announced in May 2023 will be allocated to the 2024

capital return (targeting 50% of post-dividend free cash flow as

per the policy). For further information on buybacks, see

"Purchases of equity securities by the issuer and affiliated

purchasers".

In February 2024, the Board of Directors recommended a 14%

increase of the base annual dividend to $0.50/share (from

$0.44/share paid in 2023) to be paid in two equal installments in

June 2024 and December 2024, subject to the approval of

shareholders at the annual general meeting of shareholders in

April 2024.

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 such events throughout 2024.

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 2024	May 2, 2024
Results for the 2nd quarter 2024 and 6 months 2024	August 1, 2024
Results for the 3rd quarter 2024	November 7, 2024
Meeting of shareholders:
Annual general meeting of shareholders	April 30, 2024

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

ArcelorMittal is listed.

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.

Management report

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, 2023 and 2022, and the consolidated statements

of operations, other comprehensive income, changes in equity

and cash flows for each of the years ended December 31, 2023,

2022 and 2021. 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,

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, gearing and free

cash flow, which are non-GAAP financial measures.

ArcelorMittal believes net debt, operating working capital,

gearing 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 2023

During 2023, ArcelorMittal completed several financing and

liability management transactions. Please refer to "Operating

and financial review—Liquidity and capital resources—

Financings" of this report for a summary of these transactions.

• On April 3, 2023, the Company announced that it had

completed the 60,431,380 shares buyback program

announced on July 29, 2022 under the authorization given

by the annual general meeting of shareholders of May 4,

2022.

• On April 28, 2023, the Company announced that 25 million

treasury shares were cancelled to keep the number of

treasury shares the Company holds within appropriate

levels.

• On May 5, 2023, ArcelorMittal announced the

commencement of a new buyback program of up to 85

million shares under the authorization given by the annual

general meeting of shareholders of May 2, 2023, to be

completed by May 2025. The actual amount of shares that

will be repurchased pursuant to this program will depend on

the level of post-dividend free cash flow generated over the

period (the Company’s defined policy is to return a

minimum of 50% of post-dividend annual free cash flow),

the continued authorization by shareholders, and market

conditions.

• On May 19, 2023, the Company delivered a total of

57,057,991 treasury shares upon mandatory conversion of

the 24,290,025 outstanding 5.50% mandatorily convertible

subordinated notes due May 18, 2023.

• On October 28, 2023, ArcelorMittal confirmed that earlier in

the day, a tragic accident occurred at its Kostenko coal

mine which resulted ultimately in 46 fatalities. No words can

adequately convey the devastation the Company feels

following this accident. ArcelorMittal and the government of

Kazakhstan signed a preliminary agreement for a

transaction that would transfer ownership to the Republic of

Kazakhstan, and on December 8, 2023, ArcelorMittal

announced the completion of the sale of ArcelorMittal

Temirtau to Qazaqstan Investment Corporation ("QIC"), a

state-controlled direct investment fund. Under the terms of

Management report

the transaction, on closing ArcelorMittal received

consideration of $286 million and a further $250 million as

repayment of outstanding intra-group dues. ArcelorMittal

will also receive an additional sovereign-fund guaranteed

payment of $450 million, paid in four equal annual

installments, as repayment of an intra-group loan. All

ArcelorMittal Temirtau assets were transferred on an ‘as is’

operational basis, meaning QIC assumed control and

accountability for ArcelorMittal Temirtau’s operations, which

were subsequently renamed.

• On December 22, 2023, ArcelorMittal announced that it had

engaged dss+, a leading provider of sustainable operations

management consulting services, to conduct a Company-

wide audit of its safety practices.

In addition, the Company completed the following additional

acquisitions:

• On January 3, 2023 and March 10, 2023, ArcelorMittal

completed the acquisition of Riwald Recycling ("Riwald"), a

state-of-the-art ferrous scrap metal recycling business

based in the Netherlands in the framework of its

decarbonization strategy and Italpannelli Germany, a

German insulation panel manufacturer which complements

the existing geographic presence and strengthens the

product portfolio of ArcelorMittal Downstream Solutions'

construction business, respectively. The total cash

consideration paid for both acquisitions was €144 million

($154 million).

• On March 9, 2023, ArcelorMittal announced that following

receipt of customary regulatory approvals it had completed

the acquisition of Companhia Siderúrgica do Pecém (‘CSP’)

(renamed ArcelorMittal Pecém) in Brazil for an enterprise

value of approximately $2.2 billion. CSP is a world-class

operation, producing high-quality slab at a globally

competitive cost. Its facility, located in the state of Ceará in

northeast Brazil was commissioned in 2016. It operates a

three-million tonne capacity blast furnace and has access

via conveyors to the Port of Pecém, a large-scale,

deepwater port located 10 kilometers from the plant. The

acquisition offers significant operational and financial

synergies and brings with it the potential for further

expansions, such as the option to add primary steelmaking

capacity (including direct reduced iron) and rolling and

finishing capacity. Given its location, CSP also presents an

opportunity to create a new low-carbon steelmaking hub,

capitalizing on the state of Ceará’s ambition to develop a

low-cost green hydrogen hub in Pecém.

Recent Developments

• On February 20, 2024, ArcelorMittal announced the

decision of Italian Government to place Acciaierie

d’Italia SpA (‘ADI’) into extraordinary administration

subsequent to the request of Invitalia, thereby passing

control of the company from its current shareholders,

ArcelorMittal and Invitalia, to government appointed

commissioners. This ends ArcelorMittal’s involvement

in ADI, which started in 2018. Since 2018, ArcelorMittal

has been fully committed to the people and assets of

ADI, then known as Ilva, investing over €2 billion. This

very significant investment enabled ADI to complete an

extensive €800 million environmental program on time

that ensured compliance with the Integrated

Environmental Authorization set out by the Italian

Government, as well as invested €1.2 billion in

upgrading equipment at all sites. ADI also benefited

from hundreds of millions of euros of credit through the

provision of raw materials by ArcelorMittal. ArcelorMittal

had been keen to address the significant discrepancy

in capital investment into ADI by the two shareholders.

In recent discussions, ArcelorMittal put forward

pragmatic proposals to address this while continuing

the public-private partnership with Invitalia that was

established in April 2021. When the shareholders were

not able to agree on acceptable terms, ArcelorMittal

also offered to sell its shareholding in ADI to Invitalia.

The discussions, despite ArcelorMittal’s best efforts,

were not successful. This situation could have been

avoided if ADI had been able (after April 2021) to

access traditional debt financing and been able to raise

the working capital required to fund its ongoing needs,

rather than relying on equity injections from its

shareholders as its sole source of capital.

Unfortunately, the conditions precedent to allow ADI to

convert its lease of the assets into a formal purchase –

conditions that ADI has no control over, were originally

set to be completed before May 2022, and

subsequently extended to May 2024, remain

unsatisfied as of date. ADI’s financial situation has

been further impacted by the Italian Government

delivering less than one-third of the €2 billion of support

measures it offered to ADI, at the time the public-

private partnership with Invitalia was established.

Sustainable development highlights - striving to be a leader in

the decarbonization of the steel industry

• On January 27, 2023, ArcelorMittal announced it invested

$36 million in Boston Metal. The transaction was the

Company’s largest single initial investment to date through

its XCarb® Innovation Fund. ArcelorMittal’s investment 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 joined Boston Metal’s existing shareholder

Management report

mining majors Vale and BHP, BMW i Ventures and several

cleantech venture capital funds.

• On April 18, 2023, ArcelorMittal announced that

ArcelorMittal Brasil, would form the joint venture partnership

Ventos de Santo Antonio Comercializadora de Energia S.A.

("VdSA") with Casa dos Ventos, one of Brazil’s largest

developers and producers of renewable energy projects, to

develop a 554 MW wind power project. ArcelorMittal Brasil

holds a 55% stake in the joint venture, with Casa dos

Ventos holding the remaining 45%. The transaction was

approved by the Brazilian antitrust authority, CADE, on April

13 and was completed on May 5, 2023. The $0.8 billion

project aims to secure and decarbonize a considerable

proportion of ArcelorMittal Brasil’s future electricity needs

and is estimated to provide 38% of ArcelorMittal’s Brasil’s

total electricity needs in 2030. VdSA is equity accounted,

and ArcelorMittal’s total equity investment will be $0.15

billion. The project is located in the central region of Bahia,

north-east Brazil. The site location has been selected due

to several competitive advantages, including high-capacity

forecast load factors (in excess of 50%) and a short

distance (23 kilometers) to connect to the national electricity

grid. There is also the potential to expand the capacity of

the project by adding a further 100 MW of solar power.

Environmental and regulatory permitting is in the process of

finalization; construction work started in 2023 with

operational commissioning expected in 2025. ArcelorMittal

Brasil will enter into a 20-year power purchase agreement

with VdSA for the supply of electricity.

• On June 14, 2023, ArcelorMittal and LanzaTech Global Inc.

announced the successful commencement of production

from ArcelorMittal’s commercial flagship carbon capture and

utilization ("CCU") facility in Ghent, Belgium. The €200

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

European steel industry, deploying technology developed

by leading carbon utilization company LanzaTech. This is

the first step toward full operation of a commercial scale

facility that will capture carbon-rich waste gases from

steelmaking and biologically convert them into advanced

ethanol through LanzaTech’s biobased process. Unlike

traditional fermentation, the process ferments gases instead

of sugars and uses a biocatalyst instead of yeast. The

facility was inaugurated in December 2022, with cold

commissioning taking place thereafter. The biocatalyst has

now been introduced into the facility (a process called

inoculation) to begin growth and verify production of new

molecules. In May 2023, the first gases from the steel mill’s

blast furnace were safely introduced to LanzaTech’s

biocatalyst. After a successful inoculation, initial samples

that contained ethanol were produced during the second

week of June 2023, demonstrating that the carbon in the

gases is being converted into new chemical products.

Commercial-scale ethanol production from the bioreactors

commenced in November 2023, and further ramp-up of

production is ongoing. This advanced ethanol can then be

used as a building block to produce a variety of products,

including sustainable transport fuels, packaging materials,

apparel, and even cosmetic fragrances, hence helping to

advance the decarbonization efforts of the global chemical

sector. The ethanol will be jointly marketed by ArcelorMittal

and LanzaTech under the Carbalyst® brand name. The

Steelanol plant has the annual capacity to produce 80

million liters of ethanol, around half of the total current

demand in Belgium. It expects to reduce carbon emissions

from the Ghent plant by 125,000 tonnes annually, thereby

advancing the EU’s 2030 Climate Target Plan to reduce

greenhouse gas ("GHG") emissions by 55% by the end of

the decade. Project partners include Primetals

Technologies and E4tech with support from CINEA, the

European Climate, Infrastructure and Environment

Executive Agency. The product samples from the facility

mark an important step toward the circular use of carbon

and the end of single-use carbon, whereby gases are no

longer regarded as waste but as raw materials. In addition,

the recycling of carbon means Steelanol’s process of

Carbalyst® ethanol production does not compete in any

way with food crops, as is the case for traditional methods

of ethanol production. The LanzaTech process implemented

at the Ghent site is fully flexible: not only can it use

industrial gases from today’s steel production methods but

it can also adapt as industry transitions to future steel

production technologies with increased green hydrogen

input. This versatility enables the carbon recycling

application to evolve with available residue, waste streams,

and green H2. LanzaTech’s process is already employed by

three operational commercial facilities, and LanzaTech

launched two additional commercial facilities in Asia in

2023. Funding for the commercial Steelanol facility was

obtained from various sources, including the Flemish

government, the Belgian federal government and the

European Union’s Horizon 2020 research and innovation

program under grant agreement No 656437. Part of the

funding was also secured with a loan from the European

Investment Bank. The Steelanol facility reached full

operational capacity in November 2023.

• On June 14, 2023, ArcelorMittal and John Cockerill

announced plans to develop an industrial scale low

temperature, iron electrolysis plant. The Volteron™ (a

carbon free, cold direct electrolysis process that extracts

iron from iron ore using electricity; on a pilot scale plant, the

process has proved to be highly efficient using standard

iron ore; the iron plates created during the electrolysis

process are then processed into steel in an electric arc

furnace) plant is targeted in a first phase to produce

Management report

between 40,000 and 80,000 tonnes a year of iron plates

and to start production in 2027. Once the technology has

been proven at this scale, the intention is to increase the

plant’s annual capacity to between 300,000 and 1,000,000

tonnes.

• On June 16, 2023, ArcelorMittal confirmed its plan to invest

€67 million in a new EAF at its Belval site. This investment

is part of a series of projects that were the subject of an

MoU signed in September 2022 between ArcelorMittal

Luxembourg and the Ministry of the Economy. The MoU

confirmed the willingness of the Luxembourg government to

financially support this type of strategic investment, through

the various applicable aid mechanisms.

• On June 19, 2023, ArcelorMittal and SEKISUI CHEMICAL

announced that their carbon recycling project achieved

target ahead of schedule. Both companies have been

partnering on a project to capture and reuse CO2 emitted

during steelmaking. As part of this partnership, ArcelorMittal

and SEKISUI CHEMICAL have been supported by the New

Energy and Industrial Technology Development

Organization (NEDO), Japan’s national research and

development agency, and have launched an “International

collaboration on CCU for circular carbon in

Steelmaking” (hereafter, the NEDO project), scheduled for

three years from 2021. One of the research topics is to

develop a fundamental technology for Synthesis Gas

(carbon monoxide and hydrogen) production using

SEKISUI CHEMICAL’s unique chemical looping technology.

• On June 21, 2023, the Labour Inspectorate of the French

government ordered the temporary administrative closure of

part of the Fos-sur-Mer site due to dust and crystalline silica

at the Company's steel works. The decision was

subsequently suspended after being reviewed by the

Marseille Administrative Court. ArcelorMittal's action plan to

strengthen health protection measures has been

accelerated (in consultation with the Labour Inspectorate

and Trade Unions). The plan contains more than 80 actions

including the search for a product to replace crystalline

silica used in continuous casting with the support of our

R&D team, an intensive industrial cleaning campaign. All

dust collection, ventilation and capture systems are being

reviewed and improved where necessary. In addition,

intensive awareness-raising and training initiatives are

continuing, in particular as part of the accelerated

introduction of ventilated breathing masks (by the end of

July 2023, 687 of such masks were distributed to all

relevant employees at the steel mill).

• On July 20, 2023, the European Commission approved

€850 million state aid for ArcelorMittal's Dunkirk site for the

construction of a 2.5 million tonne DRI facility and 2 new

EAFs. This followed the European Commission approval on

June 22, 2023, of €280 million in state aid to be provided by

the Belgian authorities for the Company's DRI – EAF

decarbonization project in Belgium (2.5 million tonne DRI

and 2 new EAFs). The overall support that ArcelorMittal will

receive from the Belgian and French authorities is

commensurate with the Company's broader ask to its host

governments for its decarbonization projects. Funding

approval decisions for the Company's German project

remain outstanding.

• On July 11, 2023, ArcelorMittal announced that its XCarb™

Innovation Fund was launching an accelerator program to

fund and support the next wave of breakthrough ideas on

decarbonization emerging from India. With the XCarb™

India Accelerator Program, ArcelorMittal, collaborating with

the Indian Institute of Technology Madras, whose pedigree

in nurturing ideas and mentoring will be applied to support

start-ups or early stage companies selected, enables them

to scale their technologies and business models from lab to

the market. The program will also be supported by

ArcelorMittal’s joint venture AMNS India which is actively

developing its own decarbonization strategy and initiatives

for lower emissions domestic steel manufacturing.

Successful participants will have access to expertise,

resources and advice from ArcelorMittal and AMNS India.

• On November 15, 2023, ArcelorMittal announced its entry

into the additive manufacturing (AdM) market as a steel

powder supplier. The Company is building an industrial-

scale inert gas atomizer in Aviles, Spain, to produce steel

powders for AdM technologies such as laser powder bed

fusion (LPBF), binder jetting (BJ) and direct energy

deposition (DED). The atomizer, which started production in

January 2024, will have a large batch-size production

capability, from 200 kg to 3 tonnes, and an initial annual

capacity of 1,000 tonnes. This will enable ArcelorMittal to

supply significant volumes of steel powders with consistent

quality, reliability and traceability, meeting the high

standards and specifications of the AdM industry. In line

with ArcelorMittal's sustainability and decarbonization

efforts, the Company is committed to advancing the

sustainability of additive manufacturing.

• On November 15, 2023, ArcelorMittal and Schneider

Electric, a leader in the digital transformation of energy

management and automation, announced a partnership

whereby ArcelorMittal will supply Schneider Electric with

XCarb® recycled and renewably produced steel for its

electrical cabinets and enclosures. Produced at

ArcelorMittal’s site in Sestao, Spain, XCarb® recycled and

renewably produced steel is made using a very high

proportion of recycled steel in an electric arc furnace,

powered with 100% renewable electricity. This results in

CO₂ emissions which are close to 70% lower than the same

product made without XCarb® recycled and renewably

Management report

produced steel. ArcelorMittal’s XCarb® recycled and

renewably produced steel will be used by Schneider

Electric to manufacture the new PanelSeT SFN floor-

standing enclosures built to protect large electrical panels

for industrial automation, power distribution and electronic

applications. As these enclosures are built to withstand

tough operating environments, the XCarb® recycled and

renewably produced steel is also coated with Magnelis®, a

metallic coating offering high corrosion protection. The

partnership is the result of several months of technical

partnership and collaboration between ArcelorMittal Steel

Services Centre Europe and Schneider Electric to find the

right grade of steel and coating for the project.

• On November 28, 2023, ArcelorMittal announced that

ArcelorMittal Asturias had signed a contract with industrial

engineering company Sarralle, to build a new electric EAF

in Gijón, as part of the company’s decarbonization plan for

Spain. Civil works on the site will start early 2024. Once the

new 1.1 million tonne EAF is operational, the site will be

able to switch to producing low carbon-emissions steel for

the long products sector, specifically rails and wire rod,

making the site highly competitive, in particular for sectors

with stringent carbon criteria for public procurement

contracts. Currently, these products are made via the blast

furnace route. In addition, a de-dusting system and waste

heat recovery unit will be installed by Sarralle, as part of the

project and in order to maximize energy efficiency in the

new EAF. The project is part of ArcelorMittal Europe’s

commitment to reduce CO2 emissions by 35% by 2030.

• On December 20, 2023, ArcelorMittal Belgium

commissioned its Torero plant, which converts waste wood

into bio-coal for use in the blast furnace at its Ghent

steelmaking site. The first bio-coal made in the Torero plant,

through a process known as torrefaction, was successfully

used in a blast furnace in Ghent on December 18, 2023.

The project will reduce annual carbon emissions from the

plant by 112,500 tonnes, by reducing the use of fossil coal

in the blast furnace. The Torero industrial-scale

demonstration plant will convert 88,000 tonnes of waste

wood into 37,500 tonnes of bio-coal annually. The use of

bio-coal in the blast furnace process will result in the

production of bio-gas, which will be captured and

transformed into ethanol by ArcelorMittal Ghent’s Steelanol

facility.

Recent Developments

• On January 3, 2024, ArcelorMittal announced that it had

established a partnership with the Indian Institute of

Technology Madras ("IIT Madras") and is working closely

with IIT Madras’ Hyperloop Technology teams - Avishkar

Hyperloop, student team and TuTr Hyperloop, a start-up

incubated at IIT Madras, which are developing cost-

effective Hyperloop technologies for passenger and cargo

mobility at scale.

• On January 15, 2024, Bruno Le Maire, the French Minister

for Economy and Finance was welcomed to the Company's

Dunkirk steelworks by Eric Niedziela, Chairman,

ArcelorMittal France, and members of the French executive

management team. The visit was designed to update Mr Le

Maire on the decarbonization plans and progress at

ArcelorMittal's French steelmaking operations.

ArcelorMittal’s decarbonization plans in France have also

received a boost through a letter of intent signed on the

same date with French state-owned energy supplier EDF

Energy for the long-term supply of low-carbon electricity to

its French steelmaking sites in Dunkirk and Fos-sur-Mer.

• On January 16, 2024, ArcelorMittal announced that it has

established a partnership with Vestas, the energy industry’s

global partner on sustainable energy solutions, to launch a

low carbon-emissions steel offering that significantly

reduces the lifetime carbon dioxide emissions from the

production of wind turbine towers. The low carbon-

emissions steel is produced using 100% steel scrap which

is melted in an electric arc furnace powered by 100% wind

energy at the ArcelorMittal steel mill, Industeel Charleroi, in

Belgium. The steel slabs are then transformed into heavy

plates used for the manufacture of wind turbine towers, at

ArcelorMittal’s heavy plate mill in Gijón, Spain. These heavy

plates, made with XCarb® recycled and renewably

produced heavy plate steel, are initially suitable for the

entire onshore wind turbine towers and the top section of

offshore wind turbine towers.

Management report

Risk Factors and Control

Risk factors

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.

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

ranging from trade and geopolitical tensions to global and

regional monetary policy to specific disruptive events such as

pandemics, wars 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. See “Operating and financial review—Key

factors affecting results of operations”.

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

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

in 2022 and 2023 stemmed from a broader trend in slowing

steel demand. Macroeconomic conditions are fragile and

uncertain, including due to geopolitical developments,

particularly Russia’s invasion of Ukraine and the Israel-Hamas

conflict, and actions taken by central banks to combat inflation

(in particular raising interest rates sharply in 2022 and 2023). As

interest rates remain high, the risk of a global recession

remains. 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

demand, particularly in Europe, continued to decline during the

second half of 2023, causing steel users to destock further,

resulting in a second consecutive year of destocking. The

fragility of the Chinese economy, which suffered from the

negative effects of repeated strict lockdowns that ran until

December 2022 and more recently from a weak real estate

sector, slowing economic growth, accelerating deflation and

general uncertainty 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. 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 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.

The trajectory of steel demand and prices going forward, in

particular in 2024, is difficult to predict due to such variables as

the duration of the ongoing conflict in Ukraine, the Israel-Hamas

conflict and the risk of additional conflicts in the region, related

risks on global energy supply and hence on industrial production

and consequentially demand for steel, import volumes (in

particular from China given trends in domestic supply and

demand) and tariff levels and inventories. 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.

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 has been some easing of energy costs since the fourth

quarter of 2022 and the Company began gradually resuming

capacity in certain locations in early 2023, the Company

continued to face compression of spreads throughout 2023 as

steel prices declined in the second half, and the pace of the

decline in steel prices has been greater than the reduction in the

raw material basket. In the fourth quarter of 2023, the Company

again cut production at certain sites in Europe.

The Company incurs operating costs when production capacity

is idled and/or increased costs to resume production at idled

facilities. Idling can also impact the long-term health of assets,

despite steps taken to protect them.

Although ArcelorMittal has substantial sources of iron ore from

its own mines (the Company’s self-sufficiency rate was 57% for

iron ore in 2023), 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. 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, 2022 and 2023; 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, 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 also occurs

regularly, resulting 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 2021,

2022 and 2023, 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 effects. For example, coking coal

sourced from Australia takes several weeks to reach Europe

(e.g. approximately four 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,

Management report

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: 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.

The trend then shifted in the second half of 2022, as energy

costs continued to increase while steel prices declined. Negative

price-cost effects continued in 2023, as the pace of the decline

in steel prices was greater than the reduction in the raw material

basket. 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

substantially reduced and gas supplies being suspended

periodically for other reasons, including “maintenance” and

invoicing disputes and explosions in September 2022. In 2023,

the Israel-Hamas conflict and the risk of contagion in the region

also contributed to the risk of global and regional energy supply

and price issues. 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 regionally or

globally. 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. While there have been increased costs associated

with the geopolitics surrounding the Red Sea, this has been

much smaller than the increases in 2021 and has predominately

impacted container costs on Europe-Asia routes, whereas other

shipping costs have increased by much less. 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

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

Management report

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. See “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.” 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.

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

recession, Chinese steel demand declines, worldwide capacity

increases due to new mines coming online or steel demand

declines again due, for example, to impacts from the negative

effects from the continuing Russia/Ukraine conflict, the Israel-

Hamas conflict or other regional conflicts, 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 in recent

periods led to decreased exports from China, the risk of

increased exports from China remains, due to changes in

Chinese policy, economic conditions or otherwise. For example,

in 2023, with weak domestic demand and a large price gap to

ex-China, Chinese steel producers were incentivized to maintain

production and push exports to overseas markets resulting in a

strong increase in Chinese finished steel exports to

approximately 91 million tonnes from 67.4 million tonnes in

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

(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.

In addition, the ETS and CBAM regulations in Europe will impact

the carbon emissions allowances from the second trading period

of Phase IV (i.e., 2026-2030) onwards, resulting in additional

costs, with the risk of a loss of competitiveness of EU exports

due to higher EU prices as a result. See “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.”

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 and (captive) mines. See "Properties and capital

Management report

expenditures—Property, plant and equipment—ACIS". After

operating at various levels of capacity in 2022/2023 affected by

various difficulties, ArcelorMittal Kryvyi Rih ("AMKR") is currently

operating its mining and steel facilities at 45% and 30%,

respectively. 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. 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 in 2022

with respect to such operations; the related property, plant and

equipment had a carrying value of $0.7 billion on the Company’s

balance sheet at December 31, 2023. For further information on

these risks, see notes 1.3 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 could affect the Company’s

sourcing of raw materials from sanctioned countries. More

generally, any business conducted 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. Although

energy prices have fallen back through 2023, the impact on

energy supplies in Europe has been significant and increased

the risk of a recession in the region. 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

could adversely impact the Company’s results of operations and

financial condition.

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.

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.

Additive manufacturing or new technologies such as carbon free

steelmaking could also 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

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 adoption of 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”) infrastructure and the timing of the

introduction of GHG reduction requirements and supportive

policies in applicable jurisdictions. The Company expects that

Management report

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 the

Company and industry are not rendered uncompetitive during

this transition period. The Company believes this expectation is

reasonable (and funding from certain governments has been

approved), but such funding is subject to changes in

government and policy, among other factors, and may not be

achieved. See “Business overview—Sustainable development—

Climate change and decarbonization". 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, financing costs (due to the inclusion, as

from 2021, of ESG KPI-based margin adjustment clauses in its

principal bank financing facility), results of operations and

financial condition, as well as harm its reputation.

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 and

mining operations caused for example by equipment

failures, natural disasters, accidents, explosions, epidemics

or pandemics, geopolitical conflicts or extreme weather

events could adversely affect 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, fire outbreaks at blast furnace A at Gijón (Spain) and

blast furnace #4 at Dunkirk (France) in March 2023.

ArcelorMittal’s mining operations, in particular, are subject to the

hazards and risks usually associated with the exploration,

development and production of natural resources through either

open-pit or underground mining operations, any of which could

result in production shortfalls or damage to persons or property,

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

mining operations have experienced several explosions,

including in Kazakhstan, an explosion in the Abayskaya mine in

November 2021, a roof collapse at Temirtau in June 2022, an

explosion in the Lenina coal mine in November 2022 and an

explosion at the Kostenko coal mine in October 2023. Certain of

these incidents have resulted or may result in fatalities

(including the last one noted, which resulted in 46 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. Following the accidents in Kazakhstan, the

Company sold its Kazakh steel and mining operations in

December 2023. See also"—Key transactions and events in

Management report

2023", “—ArcelorMittal is subject to strict environmental, health

and safety laws and regulations that could give rise to a

significant increase in costs and liabilities” and “—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”. 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 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) 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, for example AMMC at 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. 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 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 changes in iron ore prices,

operating and capital costs and other assumptions used to

calculate these estimates may render certain reserves and

resources 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

Management report

ultimately result in a reduction of mineral reserves and

resources.

Mineral resources are subject to further exploration and

evaluation of material factors such as operating 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 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.

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. In addition,

ArcelorMittal faces rising extraction costs over time as reserves

deplete.

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. For example, in 2023, several

instances of malicious activity were detected on certain of the

Company’s servers and systems, including in Spain, Brazil,

Germany and Venezuela. See "—Cybersecurity".

Adverse consequences of technological advances like Industry

4.0, Cloud Computing, Internet of Things, GenAi 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. See also "—Cybersecurity".

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 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 a pause, the Company made

several large acquisitions in the recent period. 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 had over its stake in ArcelorMittal Brasil,

Management report

representing substantial financial exposure for the Company. In

addition, acquisitions may entail future capital expenditures,

either as a condition or in order to realize synergies, operational

efficiencies or strategic benefits. Such capital expenditure may

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 faces further risks in relation to its interest in

Acciaierie d'Italia (“ADI”), which has been placed in a

special form of insolvency proceedings (extraordinary

administration).

In 2017 the Company entered into an agreement with the

Italian-government appointed commissioners managing Ilva for

the lease and subsequent conditional purchase of the business

of Ilva (the “Ilva Agreement”) and started to operate the

business as a lessee in November 2018. In March 2020 the

parties signed an amendment to the Ilva Agreement settling

litigation between them around an intervening change in

applicable law and envisaging a public-private partnership.

Accordingly, in December 2020 ArcelorMittal and Invitalia, an

Italian state-owned company, agreed that Invitalia would invest

up to an agreed amount of equity in ADI in two tranches.

Invitalia made the first equity investment in April 2021 but did not

make the second as certain conditions precedent were not met;

instead, it (along with ArcelorMittal) made a convertible loan to

ADI in February 2023 in light of the adverse effect on ADI’s

financial situation of the spike in energy costs resulting from the

conflict in Ukraine.

In the fourth quarter of 2023, notwithstanding such shareholder

contributions, ADI’s financial condition deteriorated due in

particular to the repeal of relief measures for energy-intensive

companies. ArcelorMittal, the Italian Government and Invitalia

discussed the terms and conditions of a possible support to ADI

to address its short-term cash needs and the funding

requirements to enable it to complete the acquisition of Ilva’s

business units. The parties were not able to reach agreement on

addressing ADI’s funding needs.

On January 18, 2024 the Italian Government adopted a Decree-

Law (the “EA Decree-Law”) which, in particular, further amended

the rules ordinarily applicable for the opening of “extraordinary

administration” proceedings (“EA”). EA is a form of insolvency

proceeding reserved to large strategic companies where the

board and shareholders are stripped of any power and replaced

by commissioners appointed by the Italian Government.

Normally, only the debtor company (based on a resolution of its

board) is entitled to seek access to this type of EA. However, as

a result of the EA Decree-Law and a Decree-Law passed in

January 2023 a 30% or greater shareholder of such a company

may request to the Italian Government the admission of such a

company to EA proceedings and (a) thereafter no alternative

restructuring proceedings (including a “composition” (as

described below)) may be initiated by the debtor and (b) if at the

time of such application any such restructuring proceeding

(including a Concordato (as described below)) is pending, it

must be dismissed and terminated.

On January 15, 2024, ADI applied to the Chamber of Commerce

of Milan for the opening of so-called out-of-court composition

(composizione negoziata della crisi; “Composition”) proceedings

under the Italian Code on Distress and Insolvency, requesting in

particular the appointment of an expert to facilitate negotiations

with creditors. ADI simultaneously applied to the Court of Milan

to be granted certain protective measures. The Court of Milan

rejected ADI’s requests by means of two orders dated January

31 and February 16, 2024. Accordingly, on February 16, 2024,

ADI withdrew the Composition and filed instead for concordato

preventivo, a court-supervised composition with creditors

(“Concordato”), again before the Court of Milan. Pending this

proceeding, ADI would benefit from a stay on enforcement

actions and ascertainment of ADI’s insolvency (which is a

prerequisite for the opening of insolvency proceedings).

On February 18, 2024, however, Invitalia applied to the Italian

Government to place ADI in extraordinary administration,

exercising the special power that was granted to it under the EA

Decree-Law. On February 20, 2024, the Italian Government

issued a decree placing ADI in EA and naming an extraordinary

commissioner. To date, the court of Milan has not ascertained

ADI’s insolvency, which is a further prerequisite for the EA

proceeding to be definitively opened. If it does, ArcelorMittal will

in practice be stripped of its rights as an indirect shareholder of

ADI.

ArcelorMittal recorded a $1.4 billion impairment charge in its

2023 financial statements with respect to its investment in ADI

due to a downward revision of expected future cash flows and

the then-uncertainty regarding its future. The subsequent

placement of ADI in EA, an onerous and unprecedented

procedure in this context, could lead to further disputes.

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.

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

Management report

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 for a total carrying amount of $10.1 billion at

December 31, 2023. 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, AMNS India and VdSA as joint

ventures.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 (see "Property and Capital

expenditures—Investments in joint ventures” and "Property and

Capital expenditures—Capital expenditures"). AMNS India, in

particular, has large-scale and ambitious projects to expand its

operations and further improve operational profitability, which

may either not come to fruition or require greater than

anticipated investments or expenditures. AMNS India has also

made significant acquisitions in recent years that it has financed

with its own cash and drawings under existing financings

(including ones 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 is owned and operated by a joint venture

with attendant risks around strategic alignment, potential discord

and deadlock.

As of December 31, 2023, ArcelorMittal had given $5.0 billion of

guarantees on behalf of associates and joint ventures see notes

2.4.1, 2.4.2 and 9.4 to ArcelorMittal’s consolidated financial

statements. Such amounts may also increase as noted above.

Other sureties, first demand guarantees, letters of credit,

pledges and other collateral included $319 million and $375

million of commitments given on behalf of associates as of

December 31, 2023 and 2022, respectively, and $313 million

and $598 million of commitments given on behalf of joint

ventures as of December 31, 2023 and 2022, respectively.

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.

Finally, ArcelorMittal’s investments in joint ventures and

associates may result in impairments as discussed above for

ADI.

IV. 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

Management report

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 2023, the Company recognized $0.9

billion of impairment charges in connection with the sale of its

operations in Kazakhstan and $0.1 billion related to its Long

business in South Africa. Substantial amounts of goodwill and

tangible and intangible assets remain recorded on the

Company’s consolidated statement of financial position. As of

December 31, 2023, the Company’s balance sheet included

$3.9 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. 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

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 and which

may not yet be subject to a legal obligation of carbon neutrality,

a result of which future decarbonization capital expenditures

may not be included in their value in use calculations, 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

the EU under the ETS scheme and in Canada. The assumption

for carbon emission cost is based on historical experience,

implementation of decarbonization strategies to mitigate or

otherwise offset such future costs and information available in

respect of future regulatory or operational changes. Due to

economic developments, uncertainties over the pace of

transition to 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, such as capital expenditures, carbon

emission costs and other assumptions are inherently uncertain

and may ultimately differ from actual amounts. For further

information on these risks, see notes 1.3 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, 2023, ArcelorMittal had total debt

outstanding of $10.7 billion, $7.8 billion of cash and cash

equivalents and restricted cash, and $5.4 billion available to be

drawn under existing credit facilities. The Company also relies

on its true sale of receivables programs ($4.5 billion of trade

receivables sold at December 31, 2023), 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

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) or trends in credit and capital markets more

generally. While ArcelorMittal’s long-term credit ratings were

affirmed by Standard & Poor's (in June 2023) and by Moody's

(in February 2024), any future downgrades could lead to an

increase in its cost of borrowing. 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 the past 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

Management report

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.

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 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.

For further information on ArcelorMittal’s indebtedness see

“Operating and financial review—Liquidity and capital

resources,” “Operating and financial review—Operating results”

and note 6.1.2 to the consolidated financial statements.

ArcelorMittal’s ability to fully utilize its recognized deferred

tax assets depends on its profitability and future cash

flows.

At December 31, 2023, ArcelorMittal had $9.5 billion recorded

as deferred tax assets on its consolidated statement of financial

position, representing a $0.9 billion increase as compared to

December 31, 2022. In 2023, the Company recorded deferred

tax benefits of $0.8 billion mainly due to the recognition of

deferred tax assets following increase of future profit

expectation in a number of jurisdictions, mainly in Luxembourg.

The deferred tax benefits of $0.4 billion recorded in 2022 related

mainly to 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, 2023, the amount of future income

required to recover ArcelorMittal’s deferred tax assets of $9.5

billion was at least $41.5 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,

Management report

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). For example, the Company had

recorded in equity $1.5 billion of cumulative foreign exchange

translation losses in relation to ArcelorMittal Temirtau; this

amount was reclassified to the consolidated statements of

operations upon its disposal.

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 and Ukraine, the risk of significant currency

devaluation is high. For example, the Argentinian peso has

continued to substantially depreciate since 2018.

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, 2023, 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 340,014,215 in the aggregate

(when aggregated with ordinary shares of ArcelorMittal held

directly by Mr. Lakshmi N. Mittal and Mrs. Usha Mittal) ,

representing 41.50% of ArcelorMittal’s then outstanding shares.

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”.

V. 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, discharges of wastewater, 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 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. In November 2023, a provisional

agreement was reached between the institutions on the revised

IED setting stricter rules to define limits and requirements in the

permits as well as tighter compliance and control rules with

additional enforcement provisions, 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. For example, the Company’s previous operations

in Kazakhstan suffered several fatal accidents, culminating most

recently in the disastrous explosion at the Kostenko mine on

October 28, 2023, which resulted in 46 deaths. Accidents such

as these have occurred despite the Company’s intensified focus

over the past two years on improving safety across the Group.

Management report

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. 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. In the past, the Company’s ability to

conduct certain in-person health and safety training sessions for

its employees was impeded by restrictions resulting from the

COVID-19 pandemic, which had negative effects on

ArcelorMittal’s health and safety record. The occurrence of an

accident may also 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. It has incurred such liabilities in the

recent past in relation to the tailing dam at the Serra Azul mine

in Brazil.

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 generates substantial carbon

dioxide (“CO2”). The EU has established GHG regulations and

adopted new legislation as part of the “Fit for 55” package, see

“Business Overview – Government Regulations—Environmental

laws and regulations—Climate Change".

The new laws are all interconnected, and they combine:

tightening and extending 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 regulations that will impact the carbon

emissions allowances from the second trading period of Phase

IV (i.e., 2026-2030) onwards. ArcelorMittal will likely incur

additional costs in future periods to acquire emissions

allowances beginning in 2026 due to the planned phase-out of

the free allocation of CO2 emissions as from such date. 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.

Similar regulations have been implemented to date in several

jurisdictions and additional measures may well be enacted in the

Management report

future in other jurisdictions, further increasing the complexity of

compliance with environmental laws and regulations.

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 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, with

expectations that prices will continue to increase, despite recent

volatility. 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, in the

second half of 2022 and in the fourth quarter of 2023. 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. The CBAM established a transition period of October 1,

2023 to December 31, 2025, during which there will be no

financial obligation besides the possibility of penalties being

imposed for failures to report. As from 2026 free allocation of

CO2 emissions allowances will be progressively phased out,

with no free allocation to be granted as from 2034.

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 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.

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. The

European Climate Law requires the Commission to present a

legislative proposal of a Union 2040 target within six months of

the global stocktake, expected in the first quarter of 2024.

Preparatory works have started and the Scientific Advisory

Board has advised a 2040 target range of a 90-95% reduction of

emissions compared to 1990. In February 2024, the

Commission presented a communication recommending a 90%

reduction in net emissions by 2040 compared to 1990. The legal

proposal to table the 2040 climate target will be the

responsibility of the next Commission, following the European

elections and the debates and dialogue which will take place. It

is expected that such a target would trigger a further review of

the ETS cap, likely leading to a tightened market that might

drive higher prices for allowances. With respect to investors, the

Management report

European Union has reached a political agreement on a

package of measures to implement key actions with respect to

its sustainable finance plan. 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. In

addition to the Taxonomy Delegated Act for the environmental

objectives on climate mitigation and adaptation effective as of

January 1, 2022. Delegated Acts for the four other

environmental objectives have been published but do not

include manufacturing of steel as an eligible activity. In addition,

in November 2022, the European Council adopted the

Corporate Sustainability Reporting Directive (“CSRD”), which

will require extensive and detailed sustainability information

based on reporting standard published in July 2023 (see

"Business overview—Government regulations—Environmental

laws and regulations" and Business overview—Sustainable

development"). The SEC has also proposed new climate

change disclosure requirements. If based on the information that

will be disclosed, 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

markets (including emerging ones) 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 globally including 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

Management report

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

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. 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. 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

have had negative impacts on the Company's core markets in

Brazil and the EU, respectively.

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.”

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, in December

2023, the sale of ArcelorMittal Temirtau to QIC had a $2.4 billion

negative impact on the Company's net income (see also note

2.3 to the consolidated financial statements). In addition, the

Venezuelan government has implemented a number of selective

nationalizations of companies operating in the country to date.

Most recently, ADI was placed in extraordinary administration by

the Italian Government in February 2024, thereby passing

control from its shareholders (including ArcelorMittal) to

government-appointed commissioners. 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

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

Management report

could have a material adverse effect on ArcelorMittal’s business,

operating results, financial condition and prospects. An adverse

ruling in such type of proceedings 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 antitrust 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.

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.

ArcelorMittal has identified a material weakness in internal

control over financial reporting as of December 31, 2023,

resulting from internal control deficiencies at one of the

Company’s Canadian subsidiaries, that could, if not

remediated, result in material inaccuracies in the

Company’s consolidated financial statements.

As described in “Additional Information—Management’s report

on internal control over financial reporting", management has

concluded that, as of December 31, 2023, ArcelorMittal’s

internal control over financial reporting was ineffective due to a

material weakness that has been identified and which results

from internal control deficiencies at one of the Company’s

Canadian subsidiaries. The material weakness relates to

information technology general controls (“ITGCs”) in the areas

of user access and program change management over certain

information technology (“IT”) systems that support the

recognition of sales and cost of sales, ineffective business

process controls (automated and manual IT-dependent) due to

the dependency on such ITGCs, and other ineffective business

process controls supporting the recognition of sales and cost of

sales.

Management and the Company’s Board of Directors are

committed to maintaining a strong internal control environment.

Management, with the oversight of the Audit & Risk Committee

of the Board of Directors, evaluated the material weakness

identified as of December 31, 2023, and is implementing a

remediation plan to address the material weakness resulting

Management report

from internal control deficiencies at the Company's Canadian

subsidiary and enhance the Company’s control environment.

The remediation plan will enhance identification of IT

applications relevant to internal control over financial reporting,

appropriately implement and operate ITGCs and continue to

train Company personnel and clearly communicate control

responsibilities. The Company cannot be certain that the

measures it has taken, and expects to take, will be sufficient to

correct the deficiencies identified to ensure that its internal

control over financial reporting is effective or that additional

material weaknesses in the Company's internal control over

financial reporting will not be identified in the future. In addition,

while ArcelorMittal is taking steps to address these material

weaknesses, any gaps or deficiencies in its internal control over

financing reporting may result in the Company being unable to

provide required financial information in a timely and reliable

manner and/or incorrectly reporting financial information, which

could reduce confidence in the Company's published

information, impact access to capital markets, impact the trading

price of its securities or subject it to potential regulatory

investigations and sanctions. Any of the foregoing could

materially and adversely affect its business, results of

operations and financial condition.

Risk management process

Management is responsible for internal control in the Company

and 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 Department facilitates the risk

management process and provides support enabling business

as well as 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 half-yearly basis with the key stakeholders.

With respect to climate, the work is coordinated by

ArcelorMittal’s executive officer for corporate 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, 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.

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,

Management report

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 focuses 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 supplemented

by in-depth cyber audits and penetration testing exercises

performed by Global Assurance. For more detailed information

regarding the Company's cybersecurity risk management and

strategy, see "Cybersecurity" below.

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 advice to assist in identification and

monitoring of legal, regulatory and governance risks. The

LCCSD is supported by regional and 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 the Data Protection Officer

who report 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.

Operating subsidiaries of ArcelorMittal maintain various local

insurance policies, including policies that may be mandatory at

the local level, such as employer liability, workers compensation

and auto liability, as well as specific insurance such as public or

pollution 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 the inherent

limitations around 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

preparing and dealing with accounting, financial and non-

financial reporting.

Management report

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 the 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 Global Assurance 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 Global Assurance who, through their audit

reports, provide recommendations to improve the effectiveness

of the systems.

Following a risk-based approach, business processes and/ or

management systems 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

risk based, is submitted annually to the Audit & Risk Committee.

The Global Assurance department presents its results to the

management of operational entities and business segments and

reports to the Audit & Risk Committee, Executive Office and

Group CFO.

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.

Cybersecurity

Risk management and strategy

The Group Chief Information Security Officer and Head of Cyber

Strategy (“CISO”) follows the Group risk management program

as defined by the Global Assurance team in the management of

risks relating to the security of information systems. For further

information on the Global Assurance team, see “Corporate

governance—Sustainability committee—Global Assurance”. The

CISO is an experienced Information Technology/Operation

Technology strategist. He has many years of experience in IT

and the cybersecurity field, has been with the Group for the last

2 years and was earlier at AMNS India (previously ESIL) for

over 19 years heading various functions including CIO of that

entity for 8 years. He holds a bachelor’s degree in electrical

engineering from Sardar Vallabhbhai National Institute of

Technology in India and a masters in business administration

from the Dayalbagh Educational Institute in India.

On a quarterly basis, the Group CISO provides a cybersecurity

risk report to the Group’s Audit & Risk Committee based on risks

identified at the segment level, which in turn reports to and

assists the Board of Directors in fulfilling its oversight

responsibilities with respect to legal and regulatory

requirements, including cybersecurity. Risks identified in the

report are considered potential risks that may affect all functions

and departments across the Group. The office of the CISO has

identified the following four key risk areas:

1. Large-scale cyber-attacks or malware causing

economic damage and/or reputational harm to

ArcelorMittal.

2. Dependency risks and increased vulnerability to

outages of critical systems (applications or

infrastructure) causing significant disruption to

ArcelorMittal.

3. Adverse consequences of technological advances

such as Artificial Intelligence (“AI”), cloud-based

programs or systems, Internet of Things (“IoT”) and

Blockchain which may cause harm to ArcelorMittal.

4. Wrongful exploitation of personal information causing

regulatory liabilities (e.g., GDPR or similar laws) or of

Management report

business data causing contractual or other legal

liabilities (e.g., relating to IP, R&D or customers) that

would have significant impacts on ArcelorMittal.

As part of the risk management process, the Group’s local IT

teams and segment CISOs also identify local cyber risks and

report to local risk committees.

The office of the CISO defines policies and procedures related

to cyber and information security as well as to permissible and

secure uses of cloud, operational technology (“OT”) and IoT

within the Company. ArcelorMittal follows the National Institute

of Standards and Technology Cybersecurity Framework ("NIST

CSF"). The Group’s cybersecurity policies focus on protecting

information systems against disclosure to unauthorized users

(confidentiality), improper modification (integrity) and non-

access when required (availability). These polices are

implemented across the Group and tracked and reported on a

quarterly basis. Additionally, the Company has in place a global

incident and crisis process with special procedures for

ransomware and data privacy (e.g., to increase protection and

address breaches). Most Group entities undergo periodic

security penetration testing exercises led by the ArcelorMittal

Global Assurance team or external third parties throughout the

year.

The Company engages a wide range of third parties as part of

the implementation and operationalization of its cybersecurity

policies, cyber defense strategies and general cyber risk

management, including specialist assessors, security

consultants, IT auditors, forensic analysts, malware analysts

and other third-party specialists. All third-party security providers

that handle Company data or otherwise have access to

ArcelorMittal’s network and systems are required to complete a

rigorous risk assessment program in an online platform, which

includes checks for data and cloud security, access, incident

reporting and physical protection in accordance with the NIST

CSF as well as applicable Company cybersecurity policies.

In addition, Cyber Maturity Assessments are performed annually

by an external consultant across many entities and segments for

both IT and OT. Assessments are evidence-based exercises

focusing on many key cyber processes, such as Vulnerability

and Incident Management, Patching and Change Management,

Malware Protection, Network Monitoring, Business Continuity

and Disaster Recovery, and Software Security. Global

Assurance also performs in-depth cyber reviews, audits and

penetration tests at least once annually.

ArcelorMittal has been a long-standing customer of the BitSight

rating service and has defined specific target levels and KPIs for

cybersecurity in the BitSight platform. These risk measures are

monitored daily and reported quarterly to the Data Protection

Committee, led by the Group Data Protection Officer with

representation from Group Compliance, Group HR and the

Group CISO. BitSight also reports ArcelorMittal’s risk profile to

Glass-Lewis for purposes of investor reporting.

The office of the CISO has put in place an extensive online

dashboard that tracks various metrics related to cybersecurity

risks across various operating units. Such measures include:

1. BitSight External Cyber Ratings and Risk Factors

2. AntiMalware compliance levels

3. Active Directory security posture

4. Cloud Security cyber score and framework adoption

5. Ransomware Exploitable Vulnerability remediation

status

6. Externally Facing Web Application Vulnerability levels

7. Cyber Awareness Education and Training

8. OS Level and Patching posture

9. Mobile security compliance

10. Security Baselines (IT and OT) quarterly assessments

11. Expired user account risk

12. Cyber attack simulation effectiveness

Cyber Related Events in 2023

In 2023, ArcelorMittal did not experience any cyber-attacks,

cybersecurity threats or other information security incidents that

materially affected or were reasonably likely to materially affect

the Company’s business strategy, results of operations or

financial condition. Several instances of malicious activity were

detected on certain of the Company’s servers and systems,

including in Spain, Brazil, Germany and Venezuela. In each

case, the Company deployed defenses against these attacks

and conducted forensic analysis in coordination with third-party

providers in order to successfully prevent the exfiltration of data,

contain or neutralize the ransomware from spreading to

additional sites or servers and recover data from backup

servers. The Company also installed additional technologies

and software with the goal of ensuring the affected systems

were clear of any continuing threats. See "Risk factors and

control—ArcelorMittal’s reputation and business could be

materially harmed as a result of data breaches, data theft,

unauthorized access or successful hacking”.

Governance

ArcelorMittal implements a distributed organizational model. At

the Group level, the Group CISO defines the global

cybersecurity strategy and roadmap.

The global cybersecurity strategy and roadmap is informed by

the ArcelorMittal Security Incident Classification and Escalation

Procedures as well as the ArcelorMittal Cyber Crisis

Management Procedures (collectively, the “Cybersecurity

Procedures”). The Cybersecurity Procedures define the core

Management report

principles of security risk management and the procedures for

security management, including the roles and responsibilities of

key personnel, strategy and measures to cope with information

security breaches and related communication procedures.

Every cybersecurity occurrence or threat that rises to a specific

level defined in the Cybersecurity Procedures is reviewed in the

various security councils set out below and communicated to the

appropriate committees as defined in the Cybersecurity

Procedures. Any such cyber incident is promptly reported by the

Group CISO to (a) the Audit & Risk Committee, which in turn

reports to the Board, in order to initiate the prescribed remedial

measures and (b) the Group CFO and Disclosure Committee for

decision-making regarding external communication to regulators

or investors.

In fulfilling its oversight responsibilities, the Board oversees

cyber risks and incidents via the Audit & Risk Committee and

approves proposals or modifications to the Cybersecurity

Procedures. The Audit & Risk Committee relies on information

provided from Global Assurance, to which the Group CFO

provides information about risks. The Group CFO provides

information to both the Audit & Risk Committee and the Group

CEO.

The following teams are organized under and report to the

Group CISO:

• the Group Chief Information Officer (“CIO”) Council

(headed by the Group CISO and made up of segment

CIOs and other specialists) leads and manages the

different business segments, which are responsible for

the implementation and management of security

controls, processes and technology within their

respective business segments.

• the Group Cybersecurity (“CS”) Leadership team led by

the Group CISO and consisting of security officers from

each segment, is responsible for decision-making

relating to all security topics, defining roadmaps and

execution of strategies and protection within their

respective segments.

• the Global Ransomware Crisis Committee made up of

various heads of leadership functions such as Legal,

IT, Treasury, Communication, Investor Relations and

Global Assurance, with the assistance of a third-party

service provider acting as the Company’s ransomware

negotiator and advising partner, is responsible for

advancing and implementing the decision-making

processes in the event of a ransomware outbreak

across the Company and any demands for ransom

payments.

• the Data Protection Committee consisting of Group

Compliance, Group HR and Group CISO, and led by

the Group’s Data Privacy Officer, meets quarterly to

review any incidents or risks involving data privacy

matters, and its recommended actions are

implemented across the Group.

• the Cyber Expert Committee (“EC”) led by the CISO

and made up of various subject matter experts and

segment security officers, works as a centralized team

to address common global issues and risks,

recommend technologies and risk solutions across the

Group and prepare technical security proposals to be

reviewed by CS Leadership and approved and adopted

by the CIO Council.

• the IT Security Council and OT Security Council

operating across the Group and comprised of security

leads from each segment for their respective areas (IT

or OT), as well as from Global Assurance are used for

purposes of information sharing, feedback sessions for

the CS Leadership Group and sounding boards for new

proposals coming from CS or EC.

BUSINESS OVERVIEW

Business strategy

ArcelorMittal’s success is built on its core values of safety,

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 also continues to

develop and implement plans aimed at decarbonizing its steel

and mining assets in a competitive manner and achieving

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

Management report

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

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, leveraging

advanced project management capabilities, 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 and

Serra Azul), 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. The mining business should also support

the decarbonization of the steel footprint through optimization of

mining product mix by supplying raw materials needed for the

low emissions footprints.

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 competitively

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 and safety is outlined below. See "Business

overview—Sustainable development" and Government

regulations—Health and safety laws and regulations".

Sustainability and safety are core values that underly

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 maintains a strong

balance sheet with credit metrics consistent with investment

grade credit rating. This provides a strong foundation for its

balanced capital allocation: to invest in organic growth,

consistently reward shareholders, and maintain the flexibility, on

a selective basis, to pursue 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

Management report

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.

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 2023,

ArcelorMittal’s R&D expense was $299 million (compared to

$286 million and $270 million in 2022 and 2021, respectively).

In addition, the Company capitalized $26 million of research and

development expenses in 2023 (compared to $28 million in

2022).

Among its R&D initiatives, ArcelorMittal has developed over 15

years of expertise and tripled its resources in Life Cycle

Assessment ("LCA"), which analyzes the environmental impact

of products during their production, use and disposal. In 2023,

the Company undertook a total of 63 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, Brazil and North America, and contributes to

increasing the Company’s competitiveness in the construction

sector. For automotive solutions, LCA studies are conducted on

components of vehicles for improved environmental

performance and sustainable supply chains with customers.

ArcelorMittal's product improvements with regards to their

environmental impact and information are facilitated by

collecting data from all sites for upstream and downstream

activities including energy use. These evaluations are updated

and reviewed on an annual basis, facilitating LCA at product

level.

In 2022, ArcelorMittal renewed its support for the CIRAIG

International Consortium on Lifecycle by committing to a new

five-year mandate. The consortium is an international reference

center for the lifecycle of products, processes and services. It

identifies and develops complex modelling to support

sustainable transitions, including GHG emissions, biodiversity,

water use and social aspects.

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

area 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 assist automotive

customers in meeting demanding targets for fuel economy, and

thereby drive improvements in CO2 emissions.

Currently, S-in motion® projects focus on BEVs with solutions

for B-Segment SUV, C-Segment and mid-size SUV to address

specific needs of local markets. A deeper focus on BEV is

needed to, amongst others on a shorter front module, protect

batteries against impact due to accidents, lowering the center of

gravity and the additional weight due to batteries. These

specificities require rethinking crash management. The S-in

Motion® BEV catalogue of steel solutions is adapted to this new

type of vehicle. Advanced and especially ultra-high strength

steels, innovative press hardened steels, and 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. As an example, both the battery box and body

structure must 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.

The S-in Motion® Multi Part Integration® project was recently

released where new and innovative solutions are being rolled

out to address the expected simplification of car manufacturers.

On top of further reducing weight, the new solutions offer

concepts to simplify operations by reducing the amount of

robots needed by reducing the shop floor size and cutting the

hours of labor per vehicle in the assembly shop by up to 30%.

These achievements are made possible by the combination of

extra-large laser welded blanks and the new generation of Press

Hardening steels Usibor® 2000 and Ductibor® 1000.

As far as product development is concerned, several new

products have been commercialized, including in particular

additional martensitic grades and multiphase MP grades which

Management report

are now in ArcelorMittal’s catalogue. In addition to these product

developments, a number of XCarb® RRP products have been

developed while utilizing the Company's existing EAF

production route.

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 (ZM800)

has been industrialized over a large range of sizes (thin & thick

gauges), and even heavier weights are in the trial phase. These

solar steel solutions are being deployed globally in Europe,

North and South America 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. Hymatch® steel offer is being developed in

order to provide steel grades suitable for H2-linepipes.

Furthermore, a complete range of low-CO2 steels has been

developed, known as XCarb® RRP steels, aimed at applications

in the renewable energy segment, notably S355J2 heavy plates

for wind towers and Magnelis® coated structural steels for solar

mounting systems or heat pumps. The production of these

products, while utilizing a renewable electricity and employing

high recycled scrap content, allows for a reduction in carbon

footprint by up to 65%.

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 has been

fully industrialized 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. The Company's

innovation efforts were recognized at the Aerosol & Dispensing

Forum in Paris in January 2023. At this forum, ArcelorMittal

received the Sustainable Development certificate for its steel

solutions in packaging, an award that recognizes

environmentally friendly alternatives to plastics.

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 being

developed with customers, targeting light weight machinery, with

higher grades targeted for the future.

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.

In addition to ArcelorMittal's roadmap to decarbonize steel

making, other initiatives are in progress to lower CO2 emissions

of products for construction by acting on downstream

processes. As an example, a new generation of color-coated

steels has been developed at industrial scale based on solvent-

free technology using Electron Beam curing; this is the first

industrial production line in the world.

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

as an aesthetic 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.

In 2023, R&D launched 14 new products and solutions to

accelerate sustainable lifestyles, while also progressing further

on 15 such product development programs.

In addition, in 2023, R&D launched 24 products and solutions to

support sustainable construction, infrastructure and energy

generation, while also progressing further on 16 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

Management report

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.

Due to XCarb® RRP, the Company is able to offer steel

produced with a CO2 footprint as low as 0.33 tonne of CO2 per

tonne for sections and 0.37 tonne of CO2 per tonne for merchant

bars, i.e. EcoSheetPile™ Plus brand. With these two EPDs, the

Company is capable of supporting the construction industry to

meet tougher requirements to reduce the carbon footprint of

buildings and infrastructure.

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. In 2023, tests at laboratory scale were successfully

validated to meet industrial requirements for valorization in the

blast furnace. In 2024, industrial trials will be conducted to

validate their industrial feasibility.

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. In 2023, R&D simulated several footprint

scenarios characterizing future steel by-products quality. Based

on this information, in 2024, the Company will continue to

investigate applications of these by-products and treatments to

improve their quality.

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. Development of other applications

for utilizing high grade silica tailings in the chemical industry are

ongoing.

Other developments include 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. In 2023, R&D

completed the algorithm calculation tool of PM diffuse dust

emissions based on internationally recognized calculation

methodologies and emission factors derived from measurement

within the Group. Algorithm tools were deployed at all

ArcelorMittal plants. In 2024, plants will start using these tools

and R&D will continue to enhance calculations and develop new

techniques to identify, track and mitigate dust emissions

(including diffuse sources and chimney sources).

Management report

Progress against air pollution. In 2022, for the first time,

ArcelorMittal implemented an extensive sensor monitoring

network at Tubarão. In 2023, the Company used advanced

artificial intelligence ("AI") tools to analyze all the data captured

by the sensors to have a better understanding of emission

sources and factors that can have an impact both on generation

and mitigation of meteorological conditions.

Advanced sensors are used and algorithms tested to calculate

the accuracy of measurements in monitoring areas adapting

them to industrial conditions. Particular advances are being

made in detection through laser and AI-powered video

surveillance with the ultimate goal of defining what emissions

are being released, in what volumes, from where and with what

trajectory and diffusion, so that they can be stopped, removed or

mitigated. In 2023, the technology was tested in four of the

Company's plants as a step to deploying tailored solutions

across ArcelorMittal's operations. ArcelorMittal intends to

continue progressing in the industrialization of advanced

filtration technologies to reduce stack emissions and gases such

as NOx, SOx, etc.

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 2023, R&D continued developing

the H2 DRI-EAF based steel production route. Progress was

made both in the DRI modelling (energy and mass balance

when using hydrogen for reduction) and the behavior of

hydrogen DRI pellets in the EAF. Tools for better control and

management of scrap were also developed. In 2023, the

SIDERWIN funded project was concluded and the Company

launched the next phase for future industrialization,

VOLTERON™. In this regard, ArcelorMittal signed an

agreement with John Cockerill in June 2023 to develop an

industrial scale low temperature, iron electrolysis plant (see

"Introduction—Sustainable development highlights - striving to

be a leader in the decarbonization of the steel industry").

Another important activity in 2023 has been the analysis of the

Company's technology roadmap for decarbonization of the blast

furnace. In 2023, R&D reinforced activities in the Carbon

Capture and CO2 transformation domains. Several proofs of

concepts are being done at the Company's R&D labs such as

SEKISUI and CASOH publicly funded projects.

R&D continues supporting ArcelorMittal’s three decarbonization

paths for primary activities:

In 2023, ArcelorMittal has continued working on the

decarbonization of finishing operations and has launched

several research initiatives to prepare for future industrial

investments focusing on reheating and annealing furnaces

which are the main sources of CO2 emissions in finishing.

Technologies specifically related to hydrogen burners, induction

heating and electrical resistance heating are being tested,

including in laboratory pilots and testing installations to

determine the impact on steel products.

In 2023, solutions were industrialized to reduce natural gas

consumption through models to reduce energy needs and the

replacement of natural gas with steelmaking gases. In 2024,

R&D will continue with the development of solutions to reduce

natural gas consumption, replacing it with steelmaking gases

and testing burners capable of replacing 70-90% of natural gas

with blast furnace gas, reducing the NOx emissions by 50%.

Process research and development for Products differentiation:

• Electrical steels: R&D contributed to the strong

progress in reliability and quality at the Company's

Saint-Chély (France) electrical steel plant while

supporting the new investment in Mardyck (France).

• Optigal® and Magnelis® metallic coatings were rolled

out at Avilés and Montataire sites and will be rolled out

next at Swietocholowice. Process adaptations have

been made to support the ramp-up of chrome-free

passivation.

• Progress was made in developing a new generation of

HSS products. Support full industrialization of Cr-free

passivation in some of our tinplate assets.

Process research and developments for products quality: In

2023, the Global Product Quality System ("GPQS") solution was

running on 45 lines and has received several improvements.

The deployment of five additional lines began in 2023.

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. By 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 2023 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. R&D is also developing its own

surveillance platform to monitor in real time conditions and the

impact on planned activities regarding safety and audits at the

Company's tailings dams.

Management report

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. In 2022, Global R&D started developing the dry

stacking tailings program for the project which continues, in

compliance with the Company's tailings management standard.

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

"Introduction—Risk factors and control—ArcelorMittal’s

reputation and business could be materially harmed as a result

of data breaches, data theft, unauthorized access or successful

hacking.").

In 2023, in addition to internal awards, Global R&D received

several external recognitions in the AI domain:

• National Computer Engineering Award by the Spanish

Association of Computer Engineers.

• On top of several R&D engineers teaching in different

universities, two of the Company's R&D Leaders were

invited to provide guest lecturers at Columbia Business

School on Digital Disruption and Digital Transformation

changing the perception of the steel industry and how

much technology and AI is involved.

• ArcelorMittal's Global R&D Chief Digital Officer has

been awarded as Engineer of the Year in Asturias –

Spain.

• Global R&D has been selected as one of the 20

companies in the world to assess GPT Science Engine

with one of the software giants as a result of previous

collaborations.

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 2023, the Company has continued with significant advances

aligned with its digital plan and strategy, including the following

highlights:

• Complete design and development of ArcelorMittal

Primary Portal, single entry point to access many of the

Company's primary facilities for process supervision

and action recommendation. In addition to blast

furnaces, ArcelorMittal successfully connected the first

DRI facilities.

• New advanced models for scrap management aligned

with the Company's decarbonization efforts:

◦ Multi-plant data-driven machine learning models to

mitigate the impact of scrap residuals on the

quality of several high added value products.

◦ Scrap density monitoring models for systematic

inspection and control of scrap deliveries, e.g.

quality, quantity, density have been implemented

in North European operations.

◦ Automatic scrap classification at reception. The

first version has been online since July 2023 at the

Dunkirk plant.

• An increased number of decision-based tasks for

ArcelorMittal's workforce are made by AI algorithms

Management report

improving results and efficiency. As an example, the

GPQS, in-house development widely implemented at

the Company has been extended to electrical steels

and implemented in Saint-Chély, ready for future

implementations for these kind of products and

markets. The underlying technology transitioned to full

machine learning in a pilot plant and will be further

updated in all the Company's units to achieve

enhanced performance.

• Global R&D has invested time and effort in mastering

new mathematical techniques combined with AI to

better deal with uncertainty management. The

Company has enlarged the application of these

techniques beyond the first successful case on

strategic raw material inventory, the second to better

predict electricity consumption peaks in a geographical

area reducing operating costs while controlling risk,

now being implemented for optimal scrap loading into

the Company's EAFs dealing with uncertainty of

residuals in the scraps

• 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 is deploying the system to additional regions.

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.

• The Company, through the transformation of its Global

R&D division, started to adopt the new Collaborative

Digital Product Development platform for the design of

new steel products much faster. Several of the AI and

mathematical techniques are being used as well to

speed up the development of new powders to serve

the Company's new Business Unit delivering metal

powders for the Additive Manufacturing Industry –

ArcelorMittal Powders.

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 global footprint.

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 the first quarter of 2024, following the

strategy to become a key player in AdM, ArcelorMittal will

commission an atomizer with a large batch-size production

capacity, to be able to supply significant volumes of steel

powders (1000T/year) at the required quality levels. This is done

by leveraging internal know-how developed by R&D and was

launched to industrialize and commercialize these

developments through ArcelorMittal Powders.

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.

Remarkable progress in printing productivity and surface quality

has been achieved in 2023. ArcelorMittal wants to be a leader in

both powders and wires supply for AdM.

Sustainable development

Sustainability governance

The Company’s governance structure relating to sustainability is

based around the following supervisory bodies:

The 3 Board of Directors Committees:

• Audit and Risk Committee

• Appointments, Remuneration and Corporate

Governance Committee ("ARCG Committee") and

• Sustainability Committee.

Management Committees and Panels: Management Committee,

Corporate Finance and Tax Committee ("CFTC"), Investment

Allocation Committee ("IAC"), Global Health and Safety

Committee, Climate Change Panel, Sustainable Development

Panel, and Group Diversity and Inclusion Panel.

The Board of Directors Committees

For a comprehensive description of the structure and

responsibilities of the Audit and Risk Committee, ARCG

Committee and Sustainability Committee, please refer to

"Management and employees—Corporate governance—Board

of Directors committees".

Management report

Management Committees and Panels

Management Committee

The Management Committee comprises senior managers with

responsibility for various business divisions and functions in

ArcelorMittal. For more information see the ArcelorMittal's

Internet site at www.arcelormittal.com.

Corporate Finance and Tax Committee ("CFTC")

The CFTC defines the principles for the ArcelorMittal finance

community and presents and supports financial and business

solutions for the ArcelorMittal Group by providing the expertise,

excellence in execution and stability for continuous, sustainable

and competitive development of the Group while developing and

promoting its people. The responsibilities of the CFTC extend

across all finance and tax activities in the Group and are not

limited only to activities at corporate level. The CFTC is chaired

by the CFO and Executive Vice President, Mr. Genuino

Christino, and has main responsibilities covering treasury,

funding, taxation, accounting and performance management,

SOX and insurance.

Investment Allocations Committee ("IAC")

It is chaired by Mr. Aditya Mittal, CEO of ArcelorMittal. The IAC

authorizes large capital expenditure projects, including those

designed to deliver safety, carbon and environmental

improvements, and reviews the carbon emissions impact of all

proposals. Committee members include the CFO, Mr. Genuino

Christino; Executive Vice President and head of corporate

business optimization, Mr. Brad Davey (vice-chairman of IAC),

Chief Technology Officer ("CTO"), Mr. Pinakin Chaubal; and

Vice President Head of Corporate Strategy, Mr. David Clarke.

Global Health and Safety Committee ("GHSC")

The GHSC is responsible for overseeing the Group's health and

safety governance. It is an executive level committee chaired by

Mr. Robin Paulmier, General Manager Head of Health and

Safety and member of the Group Management Committee. The

GHSC is responsible for the development of a Group-wide

safety plan, implementing the recently updated safety policy,

identifying safety gaps across the Group, sharing best practice;

preparing detailed action plans to ensure quality and

consistency in the application of safety measures, including

pairing high-performing sites with those that need more help. It

also ensures the achievement of minimum requirements for in-

house safety training and carrying out close follow-up on leading

Key Performance Indicators ("KPIs") to ensure ongoing

improvement.

Climate Change Panel ("CCP")

The CCP discusses and coordinates ArcelorMittal’s approach

and response to climate change. The CCP is chaired by Mrs.

Nicola Davidson, Vice President Communications and

Sustainable Development, and a member of the Group

Management Committee. It consists of senior managers from

relevant corporate functions and key operations 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 CCP meets on a nominally quarterly basis. Key

issues identified by the CCP are raised with the Executive Office

and recommended topics are brought forward for discussion

and action with the Group Management Committee.

Sustainable Development Panel ("SDP")

The purpose of the SDP is to discuss and coordinate the

Company's approach to environmental and social issues. It

consists of senior managers from relevant corporate functions

and key operations across the Group It guides engagement on

issues relating to double materiality, stakeholder engagement,

compliance and performance on environmental (non-climate),

human rights and social performance issues. The SDP meets

on a nominally quarterly basis. The Panel is chaired by Mr.

James Streater, General Manager Sustainable Development.

Sustainability outcomes

ArcelorMittal’s 10 Sustainability Development (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 ("SDGs"), 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

The starting point for the Company’s sustainability reporting and

planning is to assess the issues that are most material in their

impacts for external and internal stakeholders, against the

issues seen by the Company as having the most actual or

potential impact on its business and value. This allows the

Company to identify priority issues to address and those that are

increasing or decreasing in importance. It provides the basis for

the Company's sustainability planning and programs and serves

as a benchmark to assess progress.

Management report

The Company undertook its materiality assessment process in

2021, using a ‘double materiality’ approach. The issues are

grouped under the three core pillars of People, Planet and

Products & Supply Chain. Within these pillars are eight themes:

People

• Safety: the physical safety of ArcelorMittal employees

• Work and life: the health and fulfillment of the

Company's employees

• 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 strives to

play a leading role in the steel sector’s competitive

decarbonization, and the drive to a more stable

climate/reduction in global warming/Paris Agreement

• Nature: acting as a steward of air, land, water,

biodiversity and ecosystems

Products and supply chain

• Products: the value of ArcelorMittal products to a low

carbon, circular economy

• Customer reassurance: supply chains that are

responsible and that meet customer expectations

A new double materiality assessment following CSRD guidance

will be undertaken in the first quarter of 2024.

Reporting

The Company is committed to reporting on its governance,

strategy, risks and performance relating to each of its material

issues in its key publications including the Integrated Annual

Review ("IAR"), the annual report on Form 20-F, its 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 2023, the Company has

continued 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.

In 2023, alongside making disclosures to the Carbon Disclosure

Project ("CDP") on climate change and water, and conducting

numerous investor and customer surveys, the Company

published several country sustainability reports.

The Company periodically publishes the results of its

engagements through its climate advocacy reports on

ArcelorMittal’s website.

The Company also released its Report on Payments to

Governments in Respect of Extractive Activities for the year

ended December 31, 2022.

The Company publishes a special disclosure report in

compliance with the US Dodd Frank Act Section 1502 and has

been working to meet the requirements of the EU's conflict

minerals regulation.

Health and Safety

61 colleagues lost their lives in accidents at the Company’s

operations in 2023. 46 of these fatalities happened in October

2023, when a devastating explosion occurred at ArcelorMittal’s

Kostenko mine in Kazakhstan. The Company, its employees

and local communities in Kazakhstan have been devastated by

this loss, and made every effort to support the affected

employees and families. Subsequent to this tragic incident,

ArcelorMittal completed the sale of ArcelorMittal Temirtau to the

Qazaqstan Investment Corporation (‘QIC’) but the tragedy

emphasized the urgency of intensifying all efforts to become a

fundamentally safer company. As such ArcelorMittal has

commissioned a comprehensive independent audit of its safety

policies and practices worldwide which was launched in

December 2023.

It is expected that the audit will be completed by September

2024 and the key recommendations will be published externally

as the Company recognizes the significant interest its

stakeholders have in ensuring that ArcelorMittal improves safety

performance across the Group. The Company is completely

committed and focused on accelerating and intensifying all

aspects of its safety improvement program and while the

Company expects the audit to make several recommendations

in this regard it is already taking steps to close any gaps.

Safety strategy – focus on safety culture and risk management

In 2022, in seeking to improve its safety performance, the

Company developed and implemented a new safety strategy

based on the twin pillars of changing the safety culture within

the Group and changing its approach to risk management. The

strategy involves moving from what has, in its most challenged

locations, been a ‘find-and-fix’ culture to a ‘predict-and-prevent’

culture, where the working practices and assessment of risk

identify and mitigate potentially harmful events before they

happen. It has been recognized that proactively identifying and

removing potential hazard events can enable far safer outcomes

and performance; and the Company has therefore been

transitioning to use the identification of Potential Serious Injury

Management report

and Fatality events ("PSIFs") as its key safety KPI in the place

of the more reactive KPI of Lost Time Injury Frequency Rate

("LTIFR").

ArcelorMittal’s health and safety policy, standards and lifesaving

golden rules were refreshed and implemented across the Group

in 2022 and 2023. Key elements of the policy are as follows:

• Placing more focus on the role management must play

while at the same time reinforcing how all employees

need to be actively involved in health and safety

management.

• Making clear that working safely is a condition of

employment for everybody at ArcelorMittal.

• Explicitly stating that everyone is empowered to take

action and stop work if they see a situation which they

deem to be unsafe.

• Stressing the need to report and analyze all incidents,

so that employees and management learn from them

across the Company.

• Highlighting the role effective systems management

and sharing of best practices has in driving continuous

improvements.

In April 2023, the Company launched a Group-wide safety

perception survey, led by independent consultants DSS+, a

leading provider of sustainable operations management

consulting services, covering 220,000 personnel and contractors

across the Group, and assessing all operations against the

safety culture maturity model (known as the Bradley Curve) –

leading to bespoke action plans and strategies for the different

parts of the business.

Alongside the publication of its third quarter financial results on

November 9, 2023, the Company said it would commission a

comprehensive independent third-party safety audit of its

operations to identify gaps and strengthen its safety actions,

processes and culture to help prevent serious accidents. On

December 22, 2023, ArcelorMittal announced that it engaged

DSS+ to conduct a group-wide audit of its safety practices. Few

firms have the capabilities to carry out work of this complexity

and scale, and the appointment was made following a

competitive tender process, on the basis of DSS+’s deep

domain expertise and its ability to operate across the full

breadth of ArcelorMittal’s international footprint, which

comprises over 350 sites. Work has started immediately and will

comprise, inter alia:

• Comprehensive Fatality Prevention Standards audits

for the three main occupational risks leading to serious

injuries and fatalities.

• Expert input into the Company’s planned CTO-led

process risk management safety audits of its highest

priority countries and assets.

• In depth assessments of all health and safety systems,

processes, structures and capabilities; governance and

assurance processes; and systems and data

management.

The audit is expected to take up to nine months with the main

recommendations to be published in September 2024.

Leaders have been required to demonstrate more progress in

safety culture maturity, with greater mandatory leadership shop

floor presence.

The Company has intensified training/coaching programs,

including with external support, to improve the quality of

leadership’s safety routines (i.e. shop floor interactions) as well

as increased cross training to benchmark and align best

practices.

There has been an intense emphasis on Fatality Prevention

Standards ("FPS") with a particular focus on the highest-risk

circumstances that have been responsible previously for the

most fatalities. FPS will now be externally audited.

The Company has also enforced a quarantining across the

Group, whereby the occurrence of PSIFs injuries trigger a

quarantining process, requiring management’s shop floor

presence to be doubled, a detailed assessment and response to

the event, and an increase in the number of management shop

floor interactions.

Risk control and mitigation strategies

Risks and risk events vary across the Group according to the

nature of local operations, assets and working culture. The

Company is working closely with DSS+ to better understand the

interaction of risks arising from behavior, working with

machinery and from asset integrity, in terms of their respective

contributions to serious injuries and fatalities, so that it can

develop better controls and mitigation actions.

Currently, aside from the gas explosion incidents in Kazakhstan,

the top three more typical causes of fatalities within the Group,

representing 54% of fatal events (2017-2023) include:

• Crushed or rolled by vehicle

• Crushed by moving machinery or other mobile

equipment

• Falling from height

Management report


Top causes of fatality 2017-2023		Measures to address these
1	Crushed or rolled by vehicle	Focus on proactive PSIF detection, strengthening the effectiveness of controls as part of the Company’s risk management, modification and update of the 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 or other mobile equipment	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

The updated safety policy places a renewed emphasis on

addressing these top three causes of fatalities. Specific

mitigation measures are being put in place to minimize these

events occurring. These include machine upgrades, asset

integrity improvements and tailored training and coaching. Also,

during 2023, sites have reassessed themselves against the

FPSs related to the top risks. They will build or strengthen on-

field training with certification on the top risks. FPS will now be

externally audited.

Intensified coaching and training program

The Company has been rolling out intensive training and

coaching programs in the regions with poorer safety

performance. Working with the external safety consultant, the

Company conducted pilot studies at selected plants where their

personnel are assisting and coaching management and teams

for periods of six months, and then these sessions are repeated

across all relevant personnel.

These programs, comprising highly focused on-the-job

coaching, cover integrated risk and culture governance,

management accountability, shop floor interactions, effective

implementation of the FPs and other management routines

fundamental to improve safety performance. These are

supported through the developed leading KPIs.

Performance in 2023

57 of the 61 fatalities in 2023 were in the CIS region. The

intensive efforts that have been made to improve safety

performance across the Group have not delivered the progress

for which the Company had hoped.

The Group’s steel operations (excluding CIS) were fatality-free

amongst its own employees in 2023, and reported a fatality

frequency rate (FFR) of 0.010 that is 50 per cent lower than the

record level achieved by the World Steel Association in 2022.

LTIFR was at 0.92 (0.70 excluding Kazakhstan) compared with

0.70 in 2022 (0.68 excluding Kazakhstan). NAFTA and Mining

have reached lowest ever levels of LTIFR in 2023, 0.22 and

0.10 respectively.

In the context of the business’ new focus on PSIFs as a key

leading indicator, the Company detected and treated proactively

(before anyone being injured) 12,820 of these events in 2023, a

122% increase as compared to 2022, which demonstrates that

more risk precursors are being identified and correspondingly

measures are being put in place to minimize or mitigate their

potential impacts.


For the year ended December 31	LTIFR 2022	LTIFR 2023	Fatalities 2022	Fatalities 2023	PSIFs 2022	PSIFs 2023
Mining	0.84	0.10	2.00	0.00	12.06	13.17
NAFTA	0.25	0.22	0.00	1.00	13.86	15.76
Brazil	0.10	0.26	1.00	0.00	18.19	22.02
Europe	1.11	1.30	2.00	2.00	14.02	15.28
ACIS	0.74	1.43	17.00	58.00	11.44	18.78
TOTAL	0.70	0.92	22.00	61.00	12.76	16.64

Management report

Strengthened governance and scrutiny

Given its critical importance, governance of safety is overseen

at the most senior level by the CEO of ArcelorMittal, supported

by the Sustainability Committee. The latter reviews safety

performance on a quarterly basis, with additional safety focused

meetings scheduled between regular meetings as required.

The Head of Corporate Health and Safety, who is also a

member of the Group Management Committee, reports to the

Executive Vice President, Head of Corporate Business

Optimization, who in turns reports to the CEO of ArcelorMittal.

Further oversight of safety is provided by GHSC which shares

and promotes best practice and is chaired by the Head of

Corporate Health and Safety.

ArcelorMittal business units CEOs, full leadership team and

safety departments manage and implement the Group's best

practice procedures and standards at the local level. Further,

ArcelorMittal has fully supported and initiated to have units

obtain external experts' help in closing any gaps in the Group's

safety performance.

In line with the Group’s move to focus more on leading KPI

indicators, the executive Short-Term Incentive Plan ("STIP")

changed in June 2022 to be linked to the frequency of proactive

PSIFs, and is not linked to the lagging KPI of LTIFR anymore.

The proportion of bonuses linked under this scheme to safety

was increased from 10% to 15% in 2021. Safety also represents

10% of the Long-Term Incentive Plan.

Climate change and decarbonization

Decarbonizing the global economy and adapting to the impacts

of climate change are at the heart of ArcelorMittal’s sustainable

development strategy. Aside from safety, climate is the

Company’s most material sustainability issue, and the business

strives to be an industry leader in terms of target setting,

performance and disclosure.

The Company is adopting a multi-faceted approach to

decarbonization, having developed a broad range of low-

emissions steelmaking technologies and is integrating them into

Innovative-DRI and Smart Carbon pathways, and direct

electrolysis of iron.

The Company has made considerable progress in developing

the two first more immediately viable routes, and is moving

towards their implementation. Support will be required in the

transition period, enabling the balancing of required capital

spend against the longer-term returns. Due to this reason, 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.

In 2023, the Company made progress towards its 2030 target of

reducing carbon emissions intensity by 35% in Europe and 25%

across the Company's steel and mining operations. Both targets

cover Scope 1 and 2. Its biggest decarbonization projects, for

DRI/EAF operations in Canada, Spain, France, Belgium and

Germany, are progressing through FEED ("Front End

Engineering and Design") stages. During the first half of 2023,

the Company received European Commission approval for the

funding of four of its projects in Spain, Hamburg, France and

Belgium. The Company welcomes the support to date, and is

engaging with the relevant country governments on energy

costs, and to provide clarity on the pathway towards green

hydrogen that will enable these projects to move to the next

phase of development. More than 200 dedicated employees are

currently working intensively on decarbonization projects, and

the Company is investing considerably in both decarbonization

infrastructure and low carbon technologies.

Developing technology that is capable of taking the industry to

net-zero

The Company’s roadmap to achieving net-zero emissions by

2050 is based on the following sets of actions and initiatives that

act as stepping-stones toward that goal:

• Transforming the business’ steelmaking assets

• Transforming the energy used in steelmaking and

reducing and capturing carbon emissions

• Increasing the proportion of scrap used in the

steelmaking process

• Investing in clean electricity

• Offsetting residual emissions

Management report

Transforming the business’ steelmaking assets

In order to achieve net-zero targets, the global steel industry is

facing a significant transformation of its asset base and a

revolution in the technology used to make steel. These changes

include switching ironmaking from the traditional Blast Furnace-

Basic Oxygen Furnace ("BF-BOF") route to the DRI route, and

from iron ore preparation in the sinter plant (using heat or

pressure to compact a material) to the pellet plant (which

compresses or moulds the iron material into the shape of a

pellet). Ironmaking with pellets in the DRI is usually coupled with

an EAF where pellets are molten with scrap. These changes

also include using best in class technology with the potential for

carbon capture and utilization ("CCU") or carbon storage

techniques ("CCS").

High gas prices have previously limited the adoption of DRI-EAF

operations, but with the increasing cost of carbon and the

requirement to reduce emissions, moving to natural-gas based

DRI-EAF is being seen as a first step with a proven technology

that will transition to using green hydrogen as this technology

matures and availability of green hydrogen develops.

Part of this transition will require access to high quality ore-

based metallics. ArcelorMittal is pursuing this objective through

the development of DRI-ready pellet plants and DRI modules,

including HBI, and is assessing options including building its

own facilities, acquiring facilities and developing partnerships

and joint ventures with iron ore suppliers.

ArcelorMittal is taking a pragmatic and considered approach to

transitioning away from its existing BF-BOF assets. Clearly,

older assets which are near their end of life, with lower efficiency

and higher emissions, are more conducive to replacement with

new, lower carbon DRI-EAF facilities. However, the economic,

environmental and social policy circumstances are important

factors in taking these decisions for each significant site and set

of assets. Where BF-BOF assets still have a significant useful

life or the policy environment is not conducive, the Company is

to ensure that any new blast furnaces are using best in class

technology with the potential for CCU or CCS.

The Company is accelerating its DRI-EAF investments through

the following projects:

Hamilton, Canada

On October 13, 2022, ArcelorMittal together with the

governments of Canada and Ontario, broke ground on its

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

Management report

project includes a 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 and one EAF. The new manufacturing processes will

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

ironmaking 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. 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. 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 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.

ArcelorMittal Texas HBI, USA

In 2022, the Company secured high-quality metallic feedstock

and purchased a majority shareholding in a world-class HBI

plant in Texas. HBI is 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.

Across Europe ArcelorMittal has a range of decarbonization

projects it is pursuing. During 2023 and early 2024, the

European Commission approval for funding was received for

several of these projects, which is a positive development. The

Company continues to progress the pre-engineering and design

work across these projects as it seeks to secure the additional

conditions required to take these investments to final investment

decision. This includes the availability of low-carbon energy.

These projects include

Gijón and Sestao, Spain

ArcelorMittal is planning to invest €1 billion in the Company's

plant in Gijón including the construction of a 2.3 million-tonne

hydrogen DRI plant. In February 2023, the Company received

the European Commission's approval of €450 million in state aid

for the DRI plant. This was followed in November 2023 with the

signing of a contract with industrial engineering company

Sarralle to build a new EAF in Gijón for the Longs business.

New DRI and EAF installations in Gijón will reduce carbon

emissions at the Company’s Spanish operations by

approximately 50%. Around 1 million tonnes per year of DRI

would be supplied to Sestao to be used as feedstock for the

plant’s two EAFs.

Hamburg H2 project, Germany

In Germany, ArcelorMittal already operates Europe’s only DRI-

EAF plant in Hamburg. The Company is planning to test the

ability of hydrogen DRI on an industrial scale, as well as testing

carbon-free DRI in the EAF steelmaking process. The European

Commission approved €55 million of funding support from the

German Federal Government towards the plant’s construction,

which is half of the estimated €110 million total capital

expenditure required.

Bremen and Eisenhüttenstadt, Germany

ArcelorMittal is developing a project to build a large-scale

industrial plant for the DRI based steelmaking at its site in

Bremen, as well as EAFs in Bremen and in Eisenhüttenstadt,

following the announcement of the planned expansion of

Germany’s hydrogen infrastructure and alongside its existing H2

Hamburg project. In February 2024, the Company received the

European Commission's approval of €1.3 billion in state aid.

Dunkirk, France

ArcelorMittal intends to build a 2.5 million tonnes per year DRI

unit and two EAFs in Dunkirk. On July 20, 2023, approval of

€850 million in state aid for this project was received from the

European Commission.

A letter of intent was signed in January, 2024 with French state-

owned energy supplier EDF Energy for the long-term supply of

low-carbon electricity to ArcelorMittal French steelmaking sites

in Dunkirk and Fos-sur-Mer. See "Introduction—Sustainable

development highlights - striving to be a leader in the

decarbonization of the steel industry".

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. This joint venture 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 should 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.

Management report

Ghent, Belgium

ArcelorMittal Belgium is developing plans for a 2.5 million

tonnes per year DRI plant and 2 EAF facilities at its Ghent site.

The DRI plant and EAF facilities would 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. On June 22,

2023, approval of €280 million in state aid for this project was

received from the European Commission see also "Sustainable

development highlights - striving to be a leader in the

decarbonization of the steel industry".

ArcelorMittal has also started a feasibility study for the Ghent

Carbon Hub project in partnership with North Sea Port and

energy infrastructure group Fluxys. The Ghent Carbon Hub will

be an open- access hub to transport and liquefy CO2 from

emitters, provide buffer storage and load the CO2 onto ships for

onward permanent storage. The project should have the

capacity to process 6 million tonnes of CO2 a year – equivalent

to around 15% of Belgium’s industrial CO2 emissions. North Sea

Port, a 60 kilometer long cross border port in Belgium and the

Netherlands, is home to a cluster of energy intensive industries

with a significant CO2 footprint. In late 2022, the project was

awarded a €9.6 million grant from the EU Commission’s

Connecting Europe Facility for Energy (CEF-E) funding

program.

Transforming the energy used steelmaking and reducing

and capturing carbon emissions

Considerable progress has been made in efficiency of energy

use in BF-BOF steelmaking in recent years. Innovations are

continuing aimed particularly at reducing carbon emissions,

such as the use of coke oven gas in the tuyeres of the blast

furnace and drawing on the rich hydrogen content of the gas.

However, despite these advances, BF-BOF operations still rely

heavily on fossil fuels, and as outlined above there are rapidly

growing pressures to shift steel production to cleaner forms of

energy. The three main alternative routes for making this shift

are: clean electricity (which could be in the form of green

hydrogen); continued use of fossil carbon coupled with CCU and

CCS to remove carbon emissions; and use of circular carbon

either through natural or synthetic carbon cycles. Such use of

renewable energy technology is broadly referred to as Smart

Carbon.

Natural carbon cycles include use of sustainable forestry and

agriculture residues, to produce bioenergy. Emissions from use

of this bioenergy will be captured by the regrowth of biomass in

forestry and agriculture creating a closed circle, ideally with

limited or no carbon ‘leakage’. Synthetic carbon cycles rely on

the use of waste plastics as an energy source, transforming the

carbon in waste gases through CCU into equivalent new

plastics, and similarly aiming to ensure that there are limited or

no emissions. It is hoped that new technology and innovations

will gradually close off any remaining net emissions from these

cycles.

The Company is constructing several commercial-scale projects

to test and prove a range of Smart Carbon technologies:

Torero

ArcelorMittal has built 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 started

production in 2023. The project is expected to reduce annual

carbon emissions from the Ghent plant in Belgium by

approximately 112,500 tonnes per year by reducing the use of

coal in the blast furnace. The Torero industrial-scale

demonstration plant will convert 88,000 tonnes of waste wood

into 37,500 tonnes of bio-coal annually. The Torero project is

supported by European funding from the European Union’s

Horizon 2020 research and Innovation Framework Program.

Implementation of Carbalyst smart carbon technologies at

Ghent, when combined with two Torero reactors, is expected to

achieve 0.3 million tonnes of CO2 savings per year.

Steelanol CCU plant

In June 2023, the Company commenced ethanol production

from its CCU project at its steel plant in Ghent, Belgium, see

"Sustainable development highlights - striving to be a leader in

the decarbonization of the steel industry".

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. Parametric tests have been performed.

Steady operation with high capture rates has been

demonstrated. Project continues with detailed long-term test run

associated with gas analysis along 2024.

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

Management report

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.

MHIENG carbon capture collaboration

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 investigate the commercial application of MHIENG’s

technology in separating and capturing CO2 top gas from the

Ghent blast furnace.

Partnering with SEKISUI CHEMICAL

On June 19, 2023, ArcelorMittal and SEKISUI CHEMICAL

announced that their carbon recycling project achieved target

ahead of schedule See "Sustainable development highlights -

striving to be a leader in the decarbonization of the steel

industry".

Direct electrolysis

The Company is also making considerable progress in

commercializing direct electrolysis technology. In June 2023,

ArcelorMittal and John Cockerill announced plans to construct

the world's first industrial scale low temperature iron electrolysis

plant see "Sustainable development highlights - striving to be a

leader in the decarbonization of the steel industry".

Carbon reduction through mining initiatives

Along with steelmaking initiatives, the Company’s mining

operations are also developing different solutions to reduce

GHG emissions.

AMMC in Canada 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 is

expected to 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 is expected to enable a significant reduction of silica

in the iron ore pellets, facilitating the production of very high-

quality pellets. It is also expected to 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 reduction in

carbon emissions is expected to 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.

Increasing the proportion of scrap in the steelmaking

process

In addition to using scrap in EAF operations, 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 globally 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 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.

Investing in 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 electricity at affordable

prices, purchase renewable energy certificates and make more

use of direct power purchase agreements ("PPA") with suppliers

from renewables projects.

The $0.6 billion investment in the 975MW renewable energy

project launched in 2022 between ArcelorMittal and Greenko

Group combining solar and wind power and supported by

Greenko's hydro pumped storage project, which helps to

overcome the intermittent nature of wind and solar power

generation, is an example of how the business can directly

ensure increased availability of green electricity in India. The

project is owned and funded by ArcelorMittal. 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. Over 50% of solar modules and 35% of wind turbines

Management report

have been installed. The project commissioning is expected by

the first half of 2024. The Company is studying various options

to develop subsequent phases to further increase renewable

electricity capacity in India.

Separately, in May 2023, ArcelorMittal Brasil formed a joint

venture partnership with Casa dos Ventos, one of Brazil’s

largest developers and producers of renewable energy projects,

to develop a wind power project see "Sustainable development

highlights - striving to be a leader in the decarbonization of the

steel industry".

The acquisition of CSP in March 2023 in Brazil brings several

strategic benefits to ArcelorMittal, including the potential to

capitalize on the significant planned third-party investment to

form a clean electricity and green hydrogen hub in Pecém. The

Pecém Green Hydrogen Hub, a partnership between the Pecém

Complex and Linde, is a large- scale green hydrogen project at

the Port of Pecém which is targeting to produce up to 5GW of

renewable energy and 900 thousand 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 100-150MW of

renewable energy capacity.

Offsetting residual emissions

While ArcelorMittal aims ultimately to achieve net-zero carbon

emissions from its operations, residual emissions may remain

for which either there will be no feasible technological solution,

or the solution involves excessively high economic,

environmental, or social costs. For these residual emissions,

which the Company estimates will be 5-10% of existing

emissions, it plans to buy high-quality and high-integrity offsets

or develop projects to generate high-quality carbon credits that

would not have happened without the Company’s intervention.

Given the justifiable criticism that many early offset schemes

have received, the business is working diligently on developing

its own voluntary carbon offset strategy, to ensure that it has

access to robust, credible and verifiable offsetting and to

develop a portfolio approach considering nature and technology-

based offsets.

Whilst full mitigation of carbon emissions is the Company’s

overarching priority, some customers are interested in offering

net-zero products currently while the technology still does not

exist for the business to abate its emissions fully. In response to

such requests, the Company is investigating options to offset

any remaining net emissions related to that product manufacture

after it has reduced its emissions to the extent it can with

existing technology. The Company plans to document and

publicly disclose any such offsets should it proceed.

Investing in low carbon solutions and innovative technologies

The Company is committed to developing its proprietary

strategic low carbon brand, XCarb®. It brings together all of

ArcelorMittal’s reduced, low and near-zero carbon- emission

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 XCarb® branded initiatives launched to date include:

XCarb® green steel certificates, XCarb® recycled and renewably

produced products and the XCarb® innovation fund (see below).

XCarb® green steel certificates

The Company’s progress in driving down emissions enables it to

pass the benefit of carbon emission reductions on to 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.

XCarb® recycled and renewably produced

XCarb® 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,

XCarb® 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.

XCarb® innovation fund

ArcelorMittal is committing considerable investment in

innovation in breakthrough decarbonization technologies,

beyond its own R&D and strategic partnership activities. It is

undertaking this investment through the XCarb® Innovation

Fund and the XCarb® Accelerator programs.

Through the ArcelorMittal XCarb® Innovation Fund, the

Company invests in companies developing technologies with

the potential to support and accelerate the transition to net-zero

carbon steelmaking. Since the launch of this Fund in March

2021, ArcelorMittal has committed to investments in seven

companies covering a range of decarbonization technologies –

renewable energy, long-term battery storage, carbon capture

and re-use, hydrogen electrolysis, nuclear energy and direct

electrolysis. This Fund is also an anchor partner in Bill Gates’

Breakthrough Energy’s Catalyst program, having committed to

invest $100 million over a five-year period.

CHAR technologies

CHAR Technologies was selected as the winner of the inaugural

XCarb® Accelerator Program, securing a $5 million investment

Management report

through ArcelorMittal’s Xcarb® Innovation Fund. Based in

Ontario, Canada, CHAR is developing a high temperature

pyrolysis ("HTP") technology that transforms organic waste

streams into one of two valuable energy outputs: a high-calorific

value and hydrogen-rich syngas that can be used as a

replacement for natural gas or to make green hydrogen; and

biocarbon, made from the remaining solids after the HTP

process which can be used as a biochar fertilizer to improve soil

health, a pollutant filter or as biocarbon to replace fossil coal in

industrial processes.

ArcelorMittal’s Canadian flat steel operation, ArcelorMittal

Dofasco, has been collaborating with CHAR to test the use of its

biocarbon as a partial replacement for fossil coal in its

steelmaking processes, with encouraging results. CHAR’s

biocarbon enables an approximate 91% reduction in GHG

compared to metallurgical coal and has been tested by

ArcelorMittal Dofasco since 2021. ArcelorMittal Dofasco has

therefore signed a memorandum of understanding with CHAR

for the purchase of biocarbon from CHAR’s Thorold, Ontario

facility that will enable larger scale trials in the coming years.

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

technologies. The program will initially focus on four

decarbonization technologies: direct air capture, green

hydrogen, long-duration energy storage and sustainable aviation

fuel.

LanzaTech-Carbon recycling

In 2021, the Company announced an expansion of its

partnership with carbon recycling company, LanzaTech, with a

$30 million investment. In June 2023, the Company commenced

ethanol production from its flagship CCU project at its steel plant

in Ghent, Belgium.

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.

TerraPower-Breakthrough nuclear power

ArcelorMittal invested $50 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.

Boston Metal- Investment in steel decarbonization disruptor

ArcelorMittal invested $36 million in Boston Metal in January

2023, see "Sustainable development highlights - striving to be a

leader in the decarbonization of the steel industry".

XCarb® India Accelerator Program

In recognition of India’s ambition, capabilities, and unique

challenges in supporting the global energy transition the

Company has launched a new, dedicated XCarb® Accelerator

Management report

Program targeted at the country’s deep ecosystem of

technology start-ups. For the XCarb® India Accelerator Program,

ArcelorMittal is collaborating with the Indian Institute of

Technology Madras ("IIT Madras"), whose pedigree in nurturing

ideas and mentoring will be applied to support start-ups or early

stage companies selected, enabling them to scale their

technologies and business models from lab to the market. The

program has received an overwhelmingly positive response,

with over 50 start-ups and R&D projects submitting applications

across a range of technology domains. The shortlisted

applicants will all have the opportunity to attend an 8-week

workshop at IIT Madras after which the finalists will be selected

with the aim to conclude in the first quarter of 2024.

Setting ambitious targets given supportive policy

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, the Company set out its current targets to reduce

carbon emissions intensity by 25% globally by 2030, and by

35% in Europe. Both targets cover Scopes 1 and 2 for steel and

mining per tonne of crude steel.

The Company's funding and capital expenditure objectives

contain key assumptions:

• 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.

• 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

U.S. and Canada – providing some potential upside to

the business’ assumptions.

• Different regions of the world will continue to move at

different paces and climate initiatives will differ

between jurisdictions at any given time.

• The introduction of climate-friendly policies in other

regions will be 5-10 years behind Europe and the U.S.

The Group's 2030 carbon emissions intensity reduction targets

reflect the unequal pace of change of the world’s

decarbonization journey. In Europe and Canada, where the

promise of supportive policy is more advanced, the Company

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 the Company will

continue to advocate for policies that support the acceleration of

this transition.

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, ArcelorMittal has

estimated the gross capital cost required to be approximately

$10 billion, with the expectation that public funding covers 50%

of the total cost of decarbonization, addressing both capital

expenditures and the higher operating expenditures, so that the

Company and the industry are not rendered uncompetitive

during this transition period.

Engaging with policy makers and other stakeholders

Due to the size and scale of transformation required in the

global economy, not least in heavy industry, in order to achieve

net-zero, national and international policy making has a critical

role in both setting timelines and the pace and nature of change.

There are enormous considerations around achieving a just

transition that does not unfairly impact certain social groups or

geographies, but equally there is a need for governments to

facilitate the huge investments required through incentivization

of markets and through funding and economic support.

ArcelorMittal has actively engaged and continues to do so with

governments, policy makers and related organizations and

interest groups, to build the appropriate policies and economic

and social conditions to achieve the changes required in a

commercially viable manner.

A fundamental requirement is to address not just the significant

capital expenditure needed to transition to net-zero carbon

technologies, but also the considerably higher operating costs

associated with these technologies in their early stages of

implementation, before they have achieved efficiencies of scale

or viability.

ArcelorMittal 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:

• Measures to incentivize the transition to low and zero

carbon-emissions steelmaking

• A fair competitive landscape that accounts for the

global nature of the steel market, ensuring domestic

production and imports are subject to equivalent GHG

reduction regulations and incentives, such as a fairly

and internationally applied Emissions Trading Scheme

(ETS)

• Financial support to innovate and make long- term

investments and neutralize the higher operating costs

of low and zero carbon- emissions steelmaking

• Access to sufficient clean energies at affordable price

levels

• Incentives to encourage the consumption of low- and

zero-carbon emissions steel over higher carbon

emissions steel.

Management report

The global investor community is playing a key role in providing

the support and finance for the net-zero transition. Climate is a

key part of ESG governance that is causing a greater focus on

and scrutiny of key performance data such as carbon emissions

reduction. Investors are increasingly aligning their portfolios with

the goals of the Paris Agreement, often using third-party ratings

and proxies to do so. These include initiatives such as Climate

Action 100+ ("CA100+") Net Zero Benchmark, the Sustainable

Steel Principles ("SSP"), Climate Bonds Initiative ("CBI"), the

annual CDP climate survey and the Science Based Targets

initiative ("SBTi"). ArcelorMittal continues to engage with such

initiatives to ensure that the challenges and opportunities of

competitively transitioning multiple steelmaking assets across

multiple regions into a low carbon economy are clearly

understood and that the approaches adopted are realistic and

pragmatic.

The Company is focused on engaging with numerous other

important strategic 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), the World Economic Forum (WEF), Rocky

Mountain Institute (RMI), Mission Possible Partnership (MPP),

the International Energy Agency (IEA), Industry Transition

Accelerator (ITA), World Business Council for Sustainable

Development (WBCSD), Organization for Economic

Cooperation and Development (OECD), World Trade

Organization (WTO), World Steel Association, American Iron

and Steel Institute (AISI), ResponsibleSteelTM, the United

Nations Industrial Development Organization (UNIDO), and the

Industrial Deep Decarbonization Initiative (IDDI), amongst

others.

ArcelorMittal also actively engages with trade associations to

advocate for climate policies and conditions that will enable

steel to accelerate and achieve its net-zero transition globally

while remaining competitive. The Company publishes the results

of its engagements through its climate advocacy reports on its

website.

Driving demand for low-carbon emissions steel

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 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

• Incentivizing the decarbonization of both primary and

secondary steelmaking

• Providing transparency and consistency across steel

products for customers

• 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 for a low-carbon emissions steel

standard 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 to ensure a global decrease

of emissions, 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

Management report

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 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.

In 2022, the Company engaged further expert advice to better

understand the exposure to transition and physical climate-

related risks, assess the resilience of the business and inform its

broader strategy. In line with the TCFD recommendations,

ArcelorMittal developed four climate 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.

The scenarios selected were the following:


	1.5°C 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, and (2) and 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, U.S. 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

These scenarios were used to conduct screenings to

qualitatively identify material climate-related risks and

opportunities. For transition risks, the analysis was done at the

segment-level and for physical risks, the analysis was done at

site-level. Main results are summarized below:

Physical risks

The scope of the analysis was ArcelorMittal’s whole value chain,

including 89 operational assets, 7 supply assets and 4 customer

regions, with focus on construction and automotive sectors due

to its high relevance to the business and its potential exposure

to physical impacts of climate change. The screening was done

against the base case and the high emissions scenarios, but

results are shown only for the latter, in order to align with

international best practice to review ‘stressed exposure’ to

impacts over a time horizon relevant to the asset lifetimes and

the business.

Across the Group, all operational assets may be negatively

impacted by acute strategic implications, impacting steel

production capacity. Rainfall flooding and wildfires present the

highest risk, with negative implications that may include reduced

asset working capacity, and thus the amount of product being

supplied to market. In terms of positive strategic implications,

improving resilience of infrastructure to cope with a higher

frequency and severity of landslides and tropical cyclones could

increase ArcelorMittal’s revenue driven by increased steel

demand.

Management report


Physical risk item		Strategic Implication	Strategic Importance by 2050
Acute	Flooding, landslides, wildfires and storms	Disrupting supply and value chain transport routes	High (negative)
		Damaging equipment and infrastructure	High (negative)
		Disrupting operations and causing production delays or shutdowns	High (negative)
	Extreme weather events	Posing risk to personnel and impacting operations	Medium (negative)
Chronic	Coastal flooding, extreme heat and extreme cold	Impacting supply and value chains	Medium (negative)
	Water stress & drought	Impacting operations	Medium (negative)
	Water stress & drought	Impacting access to raw materials	Medium (negative)
Acute and chronic	Increased severity and frequency of destructive climate events	Increasing customer demand for steel to strengthen buildings	Medium (positive)

Transition risks

For the transition screening assessment, the Company used

three scenarios: 1.5°C, below 2°C and the stated policies

scenario to stress-test the exposure to transition climate risks,

as per TCFD guidance.

A summary of the items of the highest strategic importance

across ArcelorMittal’s business is listed below. The results are

for 2030 under the ‘Central’ and the ‘1.5C’ scenarios, as these

capture the most significant transition impacts.

• Policy & Legal: Main risk is related to carbon

regulations not being equally applied to all market

participants (e.g. ineffective Carbon Border Adjustment

Mechanism "CBAM"), reducing the cost

competitiveness of steel produced in regions with a

higher cost of carbon. On the other hand, there is an

opportunity to use policy support to reduce the cost of

green energy and decarbonize ahead of competitors.

• Technology: Restrictions on clean energy scalability,

increasing decarbonization costs in some regions (e.g.

Europe).

• Reputation: Inability to meet stakeholder expectations

either due to delayed decarbonization or lack of

commitment to climate justice, eroding trust of

customers, regulators, governments and investors.

• Market: Decrease of steel demand compared to

business as usual, due to material efficiency and

longer product lifetime. In contrast, there could be

higher sales volumes or increased revenue due to

increased demand and price premium for low carbon

steel, as well as demand for steel products supporting

the decarbonization of other sectors (e.g. automotive).

There are also significant opportunities for lower cost of

capital (higher capital availability) for low carbon steel

projects.

In 2023, the focus has been on developing methodologies to

move from this qualitative assessment to a financial

quantification of the impacts of these risk and opportunities. The

approach for physical risks has been to expand the screening of

Company's assets, key joint ventures and suppliers using best-

available climate models against a more comprehensive list of

climate hazards, to align with the EU Taxonomy requirements.

Using suitable materiality thresholds, the Company has

identified sites at material risk, and is conducting site-level

assessments to have more accurate data in order to develop

suitable, EU taxonomy-aligned adaptation solutions. The

Company is also working with experts to quantify potential

financial impacts on key metrics (revenue, capex, etc) from

hazards like flooding, wildfires and extreme heat.

For transition risks, ArcelorMittal is developing a site-level

financial model to test its business resilience against market,

policy and technology-related climate risks, like changes in steel

demand from increased circularity, changes in raw material

costs, timely introduction of favorable climate policies and

availability of breakthrough technologies.

EU Taxonomy

The EU Taxonomy Regulation requires ArcelorMittal to report on

the Taxonomy-alignment of its activities. The EU Taxonomy-

eligible activities identified can be classified as Taxonomy-

aligned if they make a substantial contribution to climate change

mitigation and do no significant harm ("DNSH") to other

environmental objectives and, at the same time, ensure

minimum social safeguards. ArcelorMittal has identified a

substantial contribution to climate change mitigation for the

manufacture of iron and steel under the technical screening

criteria. However, the Company’s alignment with the EU

Taxonomy was 0% in 2022 due to some gaps (the Company

issued the report in April 2023). The main one relates to the “Do

no significant harm” to climate adaptation criterion, which is

applicable to all activities considered eligible and sets specific

requirements for the identification of physical climate risks and

vulnerability assessments. Although this area has benefited from

the TCFD physical risk assessment that ArcelorMittal carried out

in 2022, the TCFD exercise does not fully overlap with the

requirements of the EU Taxonomy on this matter, as it excludes

Management report

several physical climate hazards from the risk screening

process. ArcelorMittal is working towards closing these gaps.

Carbon performance (based on 2022 data)

In 2022, the Company’s adjusted group intensity target KPI was

2.00 tonnes of CO2 emissions per tonne of crude steel ("tCO2e/

tcs"). Significant reductions are only likely to be made with the

successful deployment of steelmaking and energy

transformation projects. In order to view the trend for CO2e

intensity of steel only, the Company also reports this data since

2018 in the table, adjusted for structural changes to its portfolio

to enable a like for like annual comparison. This shows a

reduction of 4.3% since 2018, from 2.07tCO2e/tcs to 1.98tCO2e/

tcs. The Company saw a 1.8% improvement in 2022, down to

1.67tCO2e/tcs from the 2018 baseline of 1.70tCO2e/tcs for its

European adjusted target KPI – CO2e intensity of its steel

operations (Scopes 1 and 2). The adjusted absolute emissions

that correspond to the Company’s global target KPI (Scope 1

and 2, steel and mining) decreased by 22.2% compared with

2018.

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 2022 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.

Environment and Biodiversity

The Company’s overarching aim in relation to the environment

and biodiversity is to strive to be a trusted user of resources and

the natural environment, and a responsible steward of the land

and ecosystems around its operations. The Company seeks to

minimize environmental impacts, mitigate any residual effects

and where possible to deliver a net environmental benefit.

Globally, the regulatory backdrop to environmental compliance

in industry is developing rapidly and becoming more stringent,

notably through the roll-out of the CSRD reporting and

preparation for Task Force on Nature-related Financial

Disclosure ("TNFD"). 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 ("WHO") in September 2021, that has triggered the

ongoing review of the EU Ambient Air Quality Standards, the

ongoing revision of the Industrial Emissions Directive (the EU’s

instrument regulating pollutant emissions from industrial

installations in the EU), and the updated Best Available

Techniques Reference Document ("BREF") for the Ferrous

Metals Processing Industry.

These changes will result in stricter environmental norms

concerning pollution (emissions to air, water and land), broader

impacts on natural environments, habitats and biodiversity, and

energy efficiency and resource efficiency, as well as promoting

more sustainable industrial production (part of the European

Commission’s Green Deal for a climate-neutral continent) and

increased transparency of information available to public.

This has continued to bring sustainability and the environment

right to the heart of the Company’s operational and strategic

thinking, and to reflect this, during 2022 and 2023 it has

continued to strengthen its overall environmental strategy,

investment and governance. In 2023, the IAC approved

expected capital expenditures totaling $291 million for 26

projects with environmental benefits. The Company is

developing a more robust measurement and monitoring

management system.

Strengthened Board and management oversight and

compliance

In addition to the Sustainability Committee's role mentioned in

the governance section, the environmental performance is also

discussed at the executive level Sustainable Development

Panel and with the Executive Office during quarterly Business

Area Reviews.

As part of its environmental goals and preparation for new

reporting regulations, the Company updated its environmental

Management report

policy at the end of 2022, which was launched in February 2023,

and is applicable to all operations.

The policy provides the environmental framework by which all

parts of the business are expected to abide. The key principles

promoted by the policy are:

• Compliance with all relevant environmental laws and

regulations

• 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

• Continuous improvement in environmental

performance, taking advantage of systematic

monitoring and aiming at pollution prevention, and use

of Best Available Techniques ("BAT")

• Implementing a long-term GHG emissions reduction

strategy to achieve net-zero

• Development of low impact, environmental production

methods and local sourcing

• Development and manufacture of environmentally

friendly products with a focus on end-of-life recycling or

reuse

• Supplier and contractor awareness and respect for the

company’s policy

• Employee commitment and responsibility in

environmental performance

• Respecting protected areas and managing 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

• Open communication and dialogue with all affected

stakeholders.

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.

Preparing for the CSRD

At the end of November 2022, the European Council granted

final approval to the the CSRD. This directive introduces more

detailed reporting requirements and mandates that large

companies and small and medium-sized enterprises report on

sustainability matters. It is designed to address gaps in the

existing rules on sustainability information.

The European Financial Reporting Advisory Group (“EFRAG”)

has developed draft standards incorporating requested

information on ESG aspects. According to these standards,

companies must disclose their activities related to environmental

matters, including climate change, pollution, water, marine

resources, biodiversity, ecosystems, and the circular economy;

social matters, encompassing policies, practices, material

impacts, opportunities, and risks related to their workforce,

workers in their 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.

On July 31, 2023, the European Commission adopted the

European Sustainability Reporting Standards (“ESRS”), the first

set of corporate sustainability reporting standards under the

CSRD. The CSRD entered into force in January 2023 and went

into effect on January 1, 2024. All companies subject to CSRD

are required to issue annual sustainability statement according

to the ESRS.

ArcelorMittal has taken several steps in preparation for

publishing its first sustainability statement under CRSD in 2025.

In 2023, a CSRD project management office was set up under

the sponsorship of CFO and reports to the CSRD Compliance

Steering Committee. The CSRD Steering Committee consists

of members from the executive team and is responsible for

overseeing and guiding the project implementation. The PMO

and the Steering Committee are supported by the CSRD

working group consisting of representatives from ArcelorMittal

business segments and various group functions. Further,

ArcelorMittal has since implemented various initiatives to update

its global ESG management and reporting processes, systems

and tools in alignment with financial reporting processes in order

to meet the reporting deadline.

In preparation, specifically in relation to the natural environment,

ArcelorMittal is developing its capacity to collect information on

its interface with nature, and developing methodologies for the

assessment of nature-related impacts, dependencies, risks and

opportunities, with the aim of proactively managing nature-

related themes.

Part of this is development of a methodology for the assessment

of nature-related risks and opportunities, in line with the

recommendations of the TNFD, as set out in the draft European

Management report

Sustainability Reporting Standards ("ESRS"). The methodology

is being developed and tested as part of two mining and steel

operations pilots, ArcelorMittal Liberia and ArcelorMittal Bremen.

The objective is to develop the methodology for site-level

assessment for use in the Group more widely, notably in priority

sites where risks and opportunity may be most material.

In parallel, for the identification of priority sites, the Company is

developing a methodology that allows it to combine and

leverage the wide array of tools suggested by the TNFD that

incorporate different data layers on matters such as biodiversity,

water and ecosystem services.

SEC climate change disclosure

Second, in March 2022, the U.S. Securities and Exchange

Commission (“SEC”) 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 reports on 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 which file annual

reports on Form 20-F with the SEC, such as ArcelorMittal. The

2022 proposal would have required large companies to disclose

most of this information starting from the fiscal year 2024, with

filings due in the year 2025; this implementation schedule now

seems unlikely given that the final rules have not yet been

adopted. The SEC is now expected to act on the proposed

climate-related disclosures by April 2024.

Upgrading the environmental data management system

The Company’s existing environmental data management

system needs to be strengthened significantly to meet the

increase in reporting demands. Enhanced systems and tools are

required to put the appropriate monitoring and action plans in

place. A new technology platform went live in the third quarter of

2023 and will be connected with environmental databases of

sites across the Group, either existing or under deployment. It

will provide ongoing environmental data reporting requirements.

This combination will enhance the Company’s data acquisition,

provide greater quality control, enable automated data gathering

and drive more timely reporting.

Building greater expertise in EIA, LCA and EPD

Under the Company’s new environmental policy, Environmental

Impact Assessments (EIAs) are mandatory for all major capital

projects, so that the likely effects are identified at the earliest

possible stage, and negative impacts can be avoided, reduced

or offset. To support this, the Company is building up its

specialist expertise and personnel in this area.

LCAs and Environmental Product Declarations (EPDs) are also

increasingly necessary for the specification and validation of the

Company’s products, particularly for key customer sectors, such

as automotive and construction, as these assessments are

regarded as transparent and objective evaluations of the

potential impact of products on people and planet. The business’

expertise in these areas is an important asset and the Company

intends to continue building greater knowledge and experience

in EIAs, LCAs and EPDs. In 2023, the Company undertook a

total of 63 LCA studies related to steel products and the

processes used to produce them, all guided by the relevant

standards (ISO 14040-44). In addition, the Company issued 24

EPDs in 2023, and expects this to continue to build over the

coming years.

Reducing air emissions

Air emissions remain one of the Company’s greatest

environmental challenges, and one that is naturally of particular

concern to local communities. It was the most highly ranked

environmental issue for both stakeholders and the Company in

its most recent materiality assessment. The Company is

dedicating significant resources to tackle air emissions in

investment plans for each business unit and site, particularly

around ducted dust, SOx and NOx emissions.

Across the sites, in line with its Group Environmental Policy, the

Company is investing in more robust monitoring systems and

where possible, using the best available technology to further

improve environmental performance.

The Company is also making significant progress in

understanding sources of emissions, characterizing them,

predicting their appearance and movement, and creating

mitigating solutions. Particular advances are being made in

detection through laser and AI powered video surveillance, with

the ultimate goal of defining what emissions are being released,

from where, and with what trajectory and diffusion, such that

they can be arrested, removed or mitigated.

The Company is running pilot programs to test the effectiveness

of automated monitoring equipment, including advanced

sensors technology, aimed at giving better oversight of dust

emissions and ad hoc emission events, with the intention of

rolling this capability out across priority sites. LIDAR (laser

imaging, detecting and scanning) helps to detect diffuse air

emission sources and to predict how they may develop due to

changes in production, meteorological conditions, and other

variables.

This enhances the selection of appropriate preventive or

mitigating measures to be put in place. LIDAR has so far been

tested at sites in Fos-sur-Mer, Asturias, Ghent and Tubarão.

Video monitoring of emissions is also proving very effective and

Management report

the roll-out of cameras is underway across a range of sites

enabling 24-hour dust emission detection.

The Company is also progressing in the industrialization of

advanced filtration technologies to reduce emissions at stacks.

For diffuse dust emissions, R&D has developed a methodology

to calculate technical requirements to capture the filtration

requirements based in advanced CFD simulations, visual

camera and measurements. It enables the correct dimensioning

of equipment in critical hotspots such as the sinter coolers.

Each ArcelorMittal site is implementing an air quality

improvement plan. For example, ArcelorMittal has been

investing in an extensive program at Fos-sur-Mer, France to

reduce emissions from steelmaking operations since 2010. Dust

emissions consequently reduced by 70% between 2010 and

2020. An additional €50 million investment in environmental

improvements over the 2021 to 2023 with a specific focus on

water and dust emissions will further increase environmental

improvement. The projects include an air emissions filter

installed at the Fos sinter plant with a filtration area of 20,000m2,

aimed at reducing dust emissions by 40% and overall

channelled dust emissions by 15%. A de-dusting system was

also commissioned in 2023. In addition, the construction of a

ladle furnace with dust removal and water treatment station is

scheduled for commissioning in 2024.

Protecting and conserving water resources

Water management is ranked highly as an important issue for

the Company and stakeholders in its materiality assessment.

The Company is determined to continue improvements in

reducing its water consumption and enhancing water quality

across its operations. Unlike carbon emissions, which are a

global challenge, water use, availability and quality are more

local, requiring the business to work closely with local

municipalities, water authorities, non-profit organizations and

communities.

In pursuing these goals, the Company is investing significantly

in innovative techniques for water recovery, water treatment,

establishing alternative water sources and reduced energy

usage.

In the Company’s mining operations, some sites are recycling

as much as 98% of their water. AMMC invested $52 million in a

water treatment plant to prevent heavy metals dissolving out of

excavated waste rock piles from entering adjacent surface

waters.

The Newcastle site in South Africa has invested $8 million in a

water treatment project by constructing a 460,000m3 stormwater

runoff dam and reducing the plant’s overall water demand. It

includes increased capacity stormwater interceptors integrated

with existing water treatment facilities. It was completed in May

2023.

Protecting biodiversity and ecosystems

The COP15 Biodiversity Conference in Montreal, at the end of

2022, highlighted the ongoing damage to species biodiversity

around the world. The impending onset of TNFD reporting is

also demanding much greater corporate awareness and action

to record, monitor and mitigate impacts on nature.

Limiting the Company’s land use and its impacts, reducing

emissions to air and water, and minimizing resource

consumption, all contribute to reducing biodiversity impacts, but

the Company recognizes that its involvement and work needs to

go beyond the boundaries of its sites, and extend into

engagement with local communities. Like many other

companies, ArcelorMittal needs to increase its capabilities in

measuring and monitoring key biodiversity and ecological

indicators, so it can develop the appropriate mitigatory or

beneficial actions to protect its surrounding environments,

ecosystems and species. This will involve internalizing

substantial additional resource, knowledge, expertise and

systems. The Company plans to enhance its management

approach in this area to align with the proposed TNFD

approach.

Perhaps the most challenging location for the Company in

protecting biodiversity is its mining operations in the Nimba

county 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, an area which is

protected by conservation measures such as the East Nimba

Nature Reserve (ENNR) in Liberia. Both Eastern 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.

As part of developing a biodiversity transition plan to meet the

CSRD requirements, the Company participated in the ICMM

TNFD pilot program with a study on its Liberian mining

operations. The study:

• built awareness of nature-related impacts,

dependencies, risks and opportunities

• helped to shape and organize future TNFD

disclosure

• provided the Company with helpful insights ahead of

the release of the final TNFD framework for

application elsewhere in the Group

ArcelorMittal has developed a sustainable supply and

management model at its BioFlorestas project in the south-

eastern state of Minas Gerais, Brazil. The project has an area of

100,000 hectares of planted eucalyptus forests and 40,000

Management report

hectares of permanent conservation and legal reserve. From the

eucalyptus forestry the Company produces charcoal that is used

as a biofuel for its furnaces in Juiz de Fora and to exchange for

pig iron with local producers. It is seeking to set a template in

the adoption of sustainable management models focused on

socio-environmental responsibility.

BioFlorestas is certified by international standards such as the

Forest Stewardship Council ("FSC") 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, pollen and grafts.

Protecting land, reducing waste and using by-products in the

circular economy

With growing and competing demands for land both nationally

and internationally, there are increasing pressures on remaining

natural ecosystems. For land that is in use, particularly in and

around heavy industry, ecosystems have suffered biodiversity

loss and land degradation through transport, infrastructure,

noise, pollution and overall disturbance.

ArcelorMittal is determined to reduce its impacts on the land that

it occupies and in neighboring areas. The growth of waste

storage sites has been a traditional issue for steel and other

natural resource companies. There is now a much closer focus

on such sites in relation to safety of local communities and

employees, the accumulation of pollution from waste metals and

compounds, and more simply the wastage and degradation of

precious land areas. The Company is seeking to reduce

unnecessary waste storage through innovative uses of slags,

dust and sludges. Slag can be used in cement and asphalt for

construction, fertilizer for agriculture, and ballast in offshore wind

turbine foundations. Blast furnace slag has been reused as a

raw material in cement production, saving million tonnes of CO2

emissions per year. Additional attention is being paid to

capturing dusts and sludges created through operations, and

recycling these where possible.

Ongoing focus on tailings dam safety

Tailings dam safety and structural integrity is a critical issue for

all mining companies, in order to protect the safety of local

communities and employees, and to protect the environment

from pollution and flooding.

The Company 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 aim is 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 16 tailings storage facilities (TSFs) including

conventional, paste, dry-stack and in-pit facilities, of which 11

are active, 5 are inactive and one is closed. To ensure their

ongoing safety, a formal assurance process is in place that

includes internal and external audits. This is supported by a

continuous improvement program that reduces the Company's

risk of existing conventional operations by promoting reduced

moisture disposal methodologies (e.g. high-density thickened

tailings or filtered tailings where appropriate) and proven new

technologies (e.g. high-precision radar, InSAR satellite

monitoring and remote instrumentation) to monitor facilities

globally in real time. The Company 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.

Responsible value chains

Customers increasingly expect to buy products that are

responsibly sourced and sustainable. They, together with

broader stakeholders, are exerting pressure across value chains

to ensure that they are committed to ensuring the respect of

human rights and the environment, as well as addressing

climate change. These expectations are reflected in the onset of

transformational legislation e.g. CSRD, Corporate Sustainability

Due Diligence Directive (CS3D), etc.

The Company’s aim is to operate responsibly across the whole

value chain to meet its stakeholders' expectations and earn its

license to operate. The strategic actions the Company is taking

towards this objective include:

• Strengthening the Human Rights policy

▪ Certifying the Company’s operations to leading third-

party industry multi-stakeholder standards e.g.,

ResponsibleSteel™.

• Encouraging key raw material suppliers to certify to

industry leading ESG standards

• Responding to sustainability due diligence legislation.

Governance of value chain responsibility and sustainability

Governance of the Company's value chain is covered by the

Sustainability Committee and SDP. Where deemed relevant, key

issues are raised with the Executive Office for discussion and

action.

Governance of the Company’s value chain is also covered

under its existing sustainability and responsibility policies and

procedures, such as Human Rights, Anti-Corruption, Conflict

Management report

Minerals, Code of Business Conduct, Code of Responsible

Sourcing, Whistleblower, Health and Safety, and Environment.

Strengthening the Human Rights policy

ArcelorMittal has strengthened its Human Rights policy to better

align with best practice and increase its focus on the areas that

have been identified as priorities for the business. The Company

strives to respect all internationally recognized human rights,

including, but not limited to, those covered under the

International Bill of Human Rights, the ILO Declaration on

Fundamental Rights at Work, and implementing the UN Guiding

Principles on Business and Human Rights ("UNGPs"). In

addition, the Company voluntarily seeks to uphold and align with

other international standards including the OECD Guidelines for

Multinational Enterprises, the International Finance

Corporation’s Environmental and Social Performance

Standards, the Voluntary Principles on Security and Human

Rights, and other relevant voluntary conventions and Standards

applicable to its operations.

The purpose of the Human Rights policy is to set out the guiding

principles for the Company’s attitude, decision-making, actions

and behavior in relation to human rights. The policy and

associated practices will strengthen as the Company’s operating

procedures create an environment where human rights are fully

respected, and will also help to prevent the Company from

engaging in activities that directly or indirectly violate human

rights.

ArcelorMittal expects all its business partners to share its

commitment to promote human rights and environmental

protection requiring suppliers (including subcontractors) to

adhere to its policies including Human Rights and Responsible

Sourcing policies.

The policy forms the basis for how the Company manages

human rights in all aspects of the business and guides all other

policies and codes of conduct.

ArcelorMittal is determined to avoid causing or contributing to

adverse human rights impacts, ensure it is not complicit in their

violations by implementing ongoing due diligence processes that

aim to prevent, avoid, mitigate, and remedy human rights

impacts the Company could impose on its employees,

contractors, workers within the Company's value chain,

members of communities where the Company operates, and

any other people whose human rights may be adversely

impacted by its activities.

Certifying the Company’s operations to third-party, industry

leading multi-stakeholder standards

Assurance, certification and compliance is about taking a more

outward-looking view of the Company’s business, how it

operates and how it impacts the society and environment

around it. The Company takes the view that this strategic

perspective helps it make better long-term decisions and

thereby build and protect value for the future.

With the increased level of scrutiny and compliance, the

Company believes it to be important to work with recognized,

respected, third-party institutions to achieve and be certified for

exacting standards of responsibility. ResponsibleSteelTM and the

Initiative for Responsible Mining Assurance (IRMA) are two of

the leading industry bodies promoting responsibility in the steel

and mining industries respectively. ArcelorMittal is working with

both bodies as part of its approach to strengthening its

sustainable value chain and legal compliance.

ArcelorMittal was a founding member of ResponsibleSteelTM

and has a seat on the board representing business members.

The Company also has a steering committee seat at IRMA. The

values and missions of both organizations correspond closely to

the Company’s own purpose and its desire to minimize risk,

improve performance and meet stakeholders’ expectations.

There is also an alignment with the increasing legislative

developments to reassure stakeholders that the Company is

working to operate responsibly. The key strategic actions on

certification include:

• continuing to self-assess and certify the Company’s

major steelmaking sites to ResponsibleSteelTM

standards; and

• completing IRMA self-assessments at the Company’s

iron ore mining operations.

ResponsibleSteelTM published its first certification standard for

steelmaking sites in 2019 based on 12 ESG principles. The

standard involves a rigorous audit process covering over 400

criteria and can take over a year. Members using the standard

are able to reassure customers and other stakeholders of the

credibility of social and environmental management of their steel

operations.

As of the end of 2023, the Company had achieved certification

at the 33 sites listed below:

• ArcelorMittal Belgium (Geel, Genk, Ghent, and Liège)

• ArcelorMittal Belval and Differdange in Luxembourg

(Esch-Belval, Differdange and Rodange)

• ArcelorMittal Bremen and ArcelorMittal

Eisenhüttenstadt in Germany

• ArcelorMittal España (Asturias, Etxebarri, Lesaka and

Sagunto)

• ArcelorMittal Méditerranée in France (Fos-sur-Mer and

Saint-Chély-d’Apcher)

Management report

• ArcelorMittal France, Cluster North (Dunkerque,

Mardyck, Desvres, Montataire, Florange, Mouzon,

Basse Indre)

• ArcelorMittal Poland (Dąbrowa Górnicza, Kraków,

Zdzieszowice, Świętochłowice, Sosnowiec, Chorzów)

• ArcelorMittal Warszawa Sp. z o.o., Poland

• ArcelorMittal Brasil (ArcelorMittal Tubarão, Monlevade,

Vega)

• ArcelorMittal Tailored Blanks Zaragoza S.L.

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.

Most of the Company’s iron ore mining operations are working

towards certification with IRMA, and the organization is

recognized by several of the business’ major customers, which

have also joined the initiative. Like ResponsibleSteelTM, IRMA

certification is demanding, and draws from wide-ranging sources

and standards such as the OECD, UN, IFC, ILO and IUCN.

The Company’s iron ore mining operations in Canada, Liberia,

Brazil, and Mexico are aiming to achieve the first level of IRMA

certification (IRMA Transparency) by the end of 2025 and are

currently completing a self-assessment against IRMA’s

standards.

As an additional form of assurance for its Canadian mines, the

Company seeks to comply with the Mining Association of

Canada’s Towards Sustainable Mining (TSM). AMMC has

implemented TSM protocols since 2004 and is both TSM-

assured and five-star rated.

Both IRMA and TSM have been formally recognized by

ResponsibleSteelTM as meeting the criteria for its ‘Certified Steel’

responsible sourcing requirements.

Encouraging key raw materials suppliers to certify to industry-

leading ESG standards

The supply chain is clearly a fundamental part of the overall

value chain, and ArcelorMittal recognizes that it must play its

part in encouraging its suppliers to adopt and achieve higher

sustainability standards to facilitate its own certification of

ResponsibleSteelTM, IRMA and TSM standards. The Company

is doing this by setting an example, engaging with suppliers, and

setting standards in its procurement requirements, namely

through its Code for Responsible Sourcing.

Responding to sustainability due diligence legislation

Legislation on sustainability due diligence is mounting as

governments, investors and civil society enact mechanisms to

ensure that companies are putting in place sustainable and just

value chains.

This is reflected in legislative developments, namely the French

Duty of Vigilance Law (2017) and the adoption of the German

Supply Chain Due Diligence Act 2022, which both focus on the

supply chain; and the impending EU-wide Corporate

Sustainability Due Diligence Directive (CS3D) which is expected

to be adopted in 2024 and proposes to extend due diligence

requirements to the whole value chain. The CS3D addresses a

wide set of sustainability due diligence requirements, including

in relation to human rights, environmental impacts and climate

change in companies’ own operations, subsidiaries and value

chain. The CS3D requirements are also reflected in the

reporting requirements of the CSRD.

During 2023, the Company worked on a set of key strategic

actions to strengthen its existing compliance and procurement

and sales processes for its value chains including:

• Establishing an overall management system approach

to value chain sustainability due diligence

• Building internal capacity for corporate sustainability

due diligence including responsible sourcing

• Adding digital ESG risk assessment solutions

• Mapping value chain partners and prioritizing high risk

value chains

• Implementing a progressive, ESG risk-based

assessment process across all the Company’s value

chains

• Reviewing, and updating where appropriate, the

processes the Company uses to manage ESG issues

within its own operations

• Extending the Company’s End-User Declaration

process to include wider ESG considerations

• Reviewing, and updating where appropriate, ESG due

diligence processes for investments and potential

acquisitions.

The Company is focusing on implementing its plans and

managing actual and potential adverse impacts on human rights

and environment across the Company’s complex value chain,

which comprises over 40,000 direct suppliers across the globe.

Developing and implementing management systems to achieve

full coverage, and engaging suppliers to adopt higher standards

could take several years to achieve.

Mapping the full value chain is a complex process and needs to

be conducted on a risk-prioritized basis to establish areas of

high environmental, social and governance (ESG) risk. This will

initially need to focus on value chain partners with direct

business relationships before moving up and down the value

chain as the understanding of ESG risk is increasingly

developed.

Management report

Communities and a Just Transition

ArcelorMittal is determined to make a positive contribution to its

local communities and wider civil society as part of its purpose.

Communities are a material stakeholder as they provide the

Company’s major operations with a social license to operate.

The Company must demonstrate that it listens to their needs

and concerns and creates value for them.

The transition to a low carbon economy will lead to all

companies, and society in general, needing to make

adjustments in the skills they need, resources they use and

technologies they deploy. Companies should consider how they

can soften the impacts of these adjustments across their value

chains in a just and equitable way.

Governance of community engagement

In addition to the role of the BS (described in the governance

section above), the Executive-level Sustainable Development

Panel (SDP) is a forum to discuss Company’s engagement with

and impact on communities. Where deemed relevant, key

issues are raised with the Executive Office for discussion and

action.

The Global HR Panel (GHRP) is also involved in governance

around the issues of employment, recruitment, skills, resourcing

and training.

The Company’s audit and certification process with

ResponsibleSteelTM and IRMA places considerable emphasis on

the business’ interaction with communities and provides

assurance to stakeholders of its standards and commitments in

this regard.

Governance of the Company’s policies related to communities

and society is also covered under its existing sustainability and

responsibility policies and procedures, such as Human Rights,

Code of Business Conduct, Whistleblower, Health and Safety,

and Environment.

The Company’s operating units are accountable for

implementing and applying the Group’s policies, standards and

guidance.

Strategic actions - Listening, respecting and protecting

communities

The Company perceives a growing interest and concern from

local communities around the impacts of industry, business,

infrastructure, transport and other activities on their physical,

natural and social environments and resources. This is being

driven by a range of factors, including greater inherent visibility,

transparency and scrutiny, as a result of democratization of

information, the prevalence of social media and changes in

socio-economic standards and expectations. The Company’s

reputation and license to operate with local communities and

broader civil society is based on the trust it builds with local,

national and international stakeholders. It recognizes that there

is an increasing need to engage regularly and openly with

communities and stakeholders to build mutual understanding

and trust.

The Company’s strategy on engagement is based around the

following actions:

• Launching a revised Human Rights policy

• Investing in its local communities through improving its

processes for stakeholder engagement and grievance

management

• Preparing the Company for increased levels of

mandatory community and human rights disclosures

(e.g., as required by CSRD and CS3D legislation)

• Developing a Just Transition management approach

Launching a revised Human Rights policy

ArcelorMittal has revised its Human Rights policy to focus on the

areas that have been identified as priorities for the business and

seeks to uphold the fundamental human rights in those

countries in which it operates. The Company is committed to

respecting all internationally recognized human rights, including,

but not limited to, those covered under the International Bill of

Human Rights, the ILO Declaration on Fundamental Rights at

Work, and implementing the UN Guiding Principles on Business

and Human Rights (‘UNGPs’).

In addition, the Company voluntarily upholds and aligns with

other international standards including the OECD Guidelines for

Multinational Enterprises, the International Finance

Corporation’s Environmental and Social Performance

Standards, the Voluntary Principles on Security and Human

Rights, and other relevant voluntary conventions and Standards

applicable to its operations.

The purpose of the policy is to set out the guiding principles for

the Company’s attitude, decision-making, actions and behavior

in relation to human rights. The policy forms the basis for how

the Company manages human rights in all aspects of the

business and guides all other policies and codes of practice in

relation to human rights e.g., Code of Business Conduct,

Responsible Sourcing policy and code, Health and Safety policy,

Environmental policy, Tax policy, human resources policies, and

others.

ArcelorMittal is committed to proactively acting to avoid causing

or contributing to adverse human rights impacts, ensuring it is

not complicit in their violations by implementing ongoing due

diligence processes that aim to prevent, avoid, mitigate, and

remedy human rights impacts the Company could impose on its

employees, contractors, workers within Company's value chain,

members of communities where the Company operates, and

Management report

any other people whose human rights may be adversely

impacted by its activities.

In 2023, along with the update of the Human Rights policy, the

Company conducted a corporate level saliency assessment

aligned to best practice. The aim of this assessment was to

raise awareness of the most salient human rights issues for the

Group and to inform ArcelorMittal’s human rights priorities,

strategy, and disclosures. The actual and potential risks

identified will be assessed and prioritized based on the severity

of impact on people and following the UNGPs criteria. The

Company has finalized the recommendations for improvement

and once approved they will inform ArcelorMittal’s human rights

strategy and roadmap.

Investing in local communities through better stakeholder

engagement, needs assessment and grievance management

The communities and localities within which the Company

operates provide the Company with its license to operate; they

provide the skills, know-how and labour to produce its products;

and the local infrastructure, goods and services the business

needs to keep its operations running. The Company values their

support and in return it has a responsibility to keep them

informed of its strategy and plans that might affect them.

The Company continues working on improving its policies,

guidance and frameworks to better ensure that it is listening

carefully to the communities affected by its operations, investing

in what they care about and effectively investigating any

grievances they may have.

ArcelorMittal’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. Some examples include:

Ukraine

Following the Russian invasion of Ukraine in February 2022, the

Company's operations have been substantially impacted, and its

employees have suffered greatly.

The Company has continued to support its people in whatever

ways it could, not least through channelling donations from

ArcelorMittal employees worldwide via the United Nations

humanitarian effort coordinated by UNICEF, with the Company

matching donations made by employees. As of December 31,

2023, approximately €5.2 million has been donated under this

initiative. Wider initiatives included the provision of ambulances

for evacuation around Kryvyi Rih, donation of food aid and

surgical equipment and medical supplies for local hospitals.

Brazil

ArcelorMittal Brasil prioritizes its community investment in the

areas of education, culture, sport, corporate philanthropy and

the creative economy, and bases its engagement on open

dialogue with local communities about their needs. Initiatives

include:

• The ‘Steel saves lives’ campaign (#AçoSalvaVidas)

mobilized employees, customers and the community,

and raised more than R$1.2 million, an amount that

was doubled by ArcelorMittal Brazil and Belgo Bekaert,

to R$2.4 million. The support benefited more than

120,000 people in the communities around the

Company’s sites and in other locations throughout

Brazil.

• The ArcelorMittal Environment Award: created to

encourage the school community to propose scientific

and innovative solutions to environmental issues, in

addition to raising awareness of sustainability.

Liberia

ArcelorMittal founded and operates a Vocational Training Centre

at Nimba to help local young people to develop skills to provide

them with opportunities that otherwise they would not have. By

end of 2023, 95 apprentices graduated from the three-year

residential program.

ArcelorMittal Liberia also launched a training and development

program for high-potential Liberian employees to 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. Over 100 students are

undergoing skills training to become technicians for Phase 2

expansion project, and the center will be expanded to a second

site at Grand Bassa.

There is also a 3-year Housing and Accommodation plan to

support construction workers at Buchanan and Yekepa.

Employees without housing are provided housing allowances at

competitive rates; employees’ children and dependents are

provided cost-free primary and secondary school education,

with free access to recreational and sporting facilities including

volleyball, basketball and football fields.

Spain

In Spain, as in many other countries, there is a substantial gap

between training in STEM disciplines and the demand from

companies for STEM trained graduates, and this gap is

expected to continue growing. To address this gap, 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:

• Scholarships – recognition for students for their final

degree projects and best projects focused on the steel

industry.

Management report

• Industry immersion programs – offering visits by

secondary and university education students to plants

to visualize the work environment of the future.

• 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.

• Incentives to continue higher technical and scientific

STEM-related studies – this includes a local investment

plan of donations to provide high-specification

equipment in vocational training centres. The challenge

is especially pronounced among the female population

with enrollment for technical careers decreasing by

40% among women. The incorporation of young

people, but especially women, to this field of study is

an absolute priority.

Turkey

In February 2023, ArcelorMittal donated $5 million to support the

humanitarian relief program in Turkey and Syria, following the

devastating earthquake in the region. The Company has a

business presence in Turkey through its sales office and joint-

venture partners. ArcelorMittal donated $2.5 million to the

Disasters Emergency Committee (DEC) and a further $2.5

million to Médecins Sans Frontières (MSF) to support the relief

efforts in both countries.

Preparing for increasing levels of mandatory community and

human rights disclosures

New legislations such as the EU CSRD and CS3D will require a

much higher level of disclosure on all sustainability issues, not

least on how companies impact their communities and how

those communities influence companies’ activities. In

preparation for this new reporting landscape, ArcelorMittal has

reviewed its existing reporting processes to identify gaps with

the requirements, establish clear guidelines on data to be

collected and how to proactively identify, manage and report on

community-related impacts, risks and opportunities. As a result,

the Company conducted the saliency assessment mentioned

above, to identify and prioritize the most severe risks and

impacts for communities. The Company is also working on

updating guidance on stakeholder engagement, grievance

mechanisms, human rights risk assessment and community

investment guidelines.

Developing and implementing a Just Transition management

approach

The transition to a low-carbon, climate-resilient economy,

meeting the goals of the Paris Agreement, has the potential to

trigger a new dimension of inequalities and vulnerabilities in

society, which in turn build social injustice and unrest. For these

reasons, the European Union has developed a Green Deal

package of policy initiatives aimed at achieving a positive

transformation to a fair and prosperous society with a

sustainable and competitive economy. In line with this aim,

ArcelorMittal has developed a framework and guidance for its

operations to manage their transitions in a just way.

The framework sets out:

• What the "Just Transition" means to ArcelorMittal

• The Company’s "Just Transition" principles

• An asset level methodology to help manage the

Framework implementation at asset and plant level

• Overarching governance to monitor and measure

progress.

ArcelorMittal’s "Just Transition" foundational principles and

commitments

ArcelorMittal defines "Just Transition" as a principles-based

systematic, ongoing process which aims to ensure an effective

and inclusive transition to a low-carbon economy, while adapting

and building resilience of Company's business to climate

change.

• Achieving net zero GHG emissions and improving its

environmental footprint

• Investing in skills for the future (e.g. sustainability,

STEM and Industry 4.0)

• Providing decent (safe, healthy, clean, inclusive) work

• Investing in smarter steel products and innovative

solutions

• Procuring goods and services in a sustainable,

responsible and ethical manner

• Striving for tax transparency and making a transparent

and fair contribution to society

• Implementing an ongoing human rights due diligence

program

• Enabling climate change adaptation opportunities and

building climate change resilience

• Promoting social dialogue and meaningful engagement

with key stakeholders

• Engaging with governments and regulators for public

funding and to support economic and social policies for

carbon reduction, clean energy and fair transition

• Maintaining access to global capital and responsible

investment opportunities.

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.

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 also referred to as basic oxygen

furnace ("BOF"), 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. 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 DRI. Unlike most mini-mills, integrated mini-

mills are able to produce steel with the quality of an integrated

producer, since scrap substitutes, such as DRI, 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 DRI 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 DRI 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.

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

Management report

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

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.

Management report

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 reinforcements 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 (on December 7, 2023,

ArcelorMittal divested its coal operations following the sale of

ArcelorMittal Temirtau).

ArcelorMittal’s mining and raw materials supply strategy

consists of:

• Acquiring and expanding production of raw materials,

in particular iron ore but as well some other specific

products crucial to the Company's steel operations

such as refractory and lime (in partnership with

companies who are leaders in these domains), while

keeping the cost under control;

• 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.

ArcelorMittal is a party to contracts with other mining companies

that provide long-term, stable sources of raw materials. The

Company plans to extend its largest iron ore supply contracts

with Vale (which currently expires in 2024) to cover its

requirements for the EU units and for its Tubarao steelmill

(ArcelorMittal Pecém, ArcelorMittal Brasil, being covered by a

specific long-term agreement). ArcelorMittal's principal

international iron ore suppliers include Vale in Brazil,

Luossavaara-Kirunavaara AB in Sweden, Baffinland Iron Mines

Corporation ("BIM") in Canada, IOC (Rio Tinto Ltd.) in Canada,

Samarco in Brazi, Anglo-American (Sishen in South Africa and

Minas Rio in Brazil), Metinvest in Ukraine.

ArcelorMittal’s principal coal suppliers include the BHP Billiton

Mitsubishi Alliance (“BMA”), Anglo Coal, Peabody, 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 Ukraine, Bosnia, Canada, Mexico, Liberia

and Brazil, and, before the sale of ArcelorMittal Temirtau on

December 7, 2023, in Kazakhstan. Several of ArcelorMittal’s

steel plants also have in place off-take arrangements with

suppliers located near its production facilities.

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

Management report

—Property, plant and equipment— Mineral reserves and

resources".

Metallurgical coal

As with iron ore, prior to sale of ArcelorMittal Temirtau on

December 7, 2023, ArcelorMittal sourced a percentage of its

metallurgical coal from its own coal mines in Kazakhstan. The

Company’s mines in Kazakhstan supplied substantially all of the

requirements for the steelmaking operations at ArcelorMittal

Temirtau.

For further information on metallurgical coal mining production,

see "—Property, plant and equipment— Mineral reserves and

resources".

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, 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 U.S., Japan, Australia 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 2023, AM Shipping arranged transportation for approximately

49.19 million tonnes of raw materials and about 7.31 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 also 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

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

Management report

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.

Sustainability principles are embedded into ArcelorMittal general

procurement conditions, purchasing contracts, in the onboarding

process and supplier performance management in the area of

safety, health, environment, human rights, and employee

relations.

Sales and marketing

In 2023, ArcelorMittal sold 55.6 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

12,870 patents and patent applications, mostly recent and

medium-term, for more than 831 patent families, with 103

inventions newly-protected in 2023. Because of this constant

Management report

innovation, the Company does not expect the 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, 2023, that

affect or are likely to affect the Company's operations.

See also “Introduction—Risk factors and Control” 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.

On November 29, 2023, a provisional agreement on the IED

was reached between the European Parliament and the

Council. The revised Directive will require stricter rules to define

limits and permit requirements as well as tighter compliance and

control rules with additional enforcement provisions. The

European Commission expects that, once adopted and applied,

the new law will more effectively limit polluting emissions from

industrial installations. The operators of industrial installations

will need to develop transformation plans to achieve the EU's

2050 zero pollution, circular economy, and decarbonization

goals. The updated law will focus on resource use performance

levels, as well as lower chemical pollution through requirements

for a reduced use of toxic chemicals. The new EU Industrial

Emissions Portal will enhance public access to information

related to industrial emissions. The European Parliament and

the Council must formally adopt the revised IED and the new

Industrial Emissions Portal Regulation in line with the agreement

reached, and then the text will be formally adopted, tentatively

by early 2024.

Two different regulations will impact ArcelorMittal in the supply

chain, as described below.

First, in Germany, the German Supply Chain Due Diligence Act

2022 ("Lieferkettensorgfaltspflichtengesetz") intends to improve

international human rights by defining requirements for

companies for responsible supply chain management. This law

provides a legal framework for fulfilling human rights due

diligence obligations and requires that German companies

undertake due diligence in their supply chains and motivate their

contract partners abroad to protect internationally recognized

human rights and environmental standards. ArcelorMittal

implemented measures in 2023 to fully comply with this new

regulation which came into force in January 2023, among them,

revising policies and designing due diligence systems for its

supply chain.

Second, in December 2022, the European Council adopted its

negotiating position and general approach on the European

Commission’s proposal for the CS3D. In December 2023, a

"trialogue" deal on the CS3D was announced. This deal

represents a provisional political agreement. One of the main

goals of the CS3D is to establish a framework of human rights

obligations businesses should respect in their operating

environments and value chains by identifying, preventing,

mitigating, and accounting for their adverse human rights, and

environmental impacts, including by having adequate

governance, management systems, and measures in place to

these ends. 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 ones;

assessing risks by identifying them with regards to negative

impacts on human rights within the Company's value chain;

dealing with negative impacts by taking preventive measures to

minimize and remedy potential impacts; following up on the

Management report

progress of these measures; communicating the results to its

stakeholders and setting up appropriate complaint mechanisms.

Environmental requirements impacting industrial operations are

also becoming more stringent in various jurisdictions.

In this regard, in 2023, the Company has approved 26 multi-

year projects with identified environmental benefits and involving

capital expenditures of $291 million; and 46 projects identified

with energy benefits, involving capital expenditures of $1,716

million (including renewable energy projects in India). This also

includes 23 projects specifically targeting decarbonization

involving capital expenditures of $729 million. Actual capital

expenditures on decarbonization initiatives for the year ended

December 31, 2023 amounted to $0.2 billion and are expected

to increase to between $0.3-$0.6 billion (net of government

support) in 2024. See also further information on key

environmental projects in “— Sustainable development”,

"Introduction — Sustainable development highlights — striving

to be a leader in the decarbonization of the steel industry" and

“Properties and Capital expenditures — Capital expenditures”.

Air emissions

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, resulting in

the need for substantial investments to comply with emission

regulations. Provincial regulations in Ontario and Quebec will

also require additional emissions reductions.

In Ontario, the BLIER requires ArcelorMittal Dofasco to install a

full coke oven gas desulphurization by the end of December

2025. In 2023, ArcelorMittal Dofasco received an exemption

from the ECCC due to its ongoing decarbonization efforts.

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 Nitrogen Oxide

(“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 AMLPC’s

Contrecoeur East facility. Additionally, the existing canopy hood

configuration was modified and put into operation. Further

analysis continues for the modification of the canopy at the

Contrecoeur West facility to improve dust capturing from 45% to

75%, at an estimated cost of around CAD$6 million.

In 2021, the Ukrainian Parliament adopted the Strategy of the

State Environmental Policy of Ukraine for the Period until 2030

and its Action Plan 2023-2025, that set more ambitious targets

for pollution reduction and more efficient use of natural

resources. The updated Nationally Determined Contribution

(“NDC”) commits the country to reduce GHG emissions until

2030. Plans to conclude 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 partially liberalizing gas tariffs and

reducing environmentally harmful fossil-fuel subsidies. The

country is also establishing comprehensive systems to measure

progress in implementing environmental policies and making the

Ukrainian economy “greener”. International partners, including

the OECD, provide policy support to Ukraine's efforts to shift to

a greener economy. As part of the IED implementation in

Ukraine, the industrial emissions law will introduce a concept of

Best Available Techniques (“BATs”), mandatory for application

by the largest facilities. Most large industrial companies have

been building their investment strategies upon BATs while

planning modernization or new construction projects. In October

2023, the Law on the National Register of Emissions and

Transfer of Pollutants, determining the maximum openness of

information and interaction with the public of enterprises-

pollutants, came into force. During 2023, Ukraine adopted

several legislative acts related to waste management, including

the Law of Ukraine on Waste Management, the Procedure for

Development of Regional Waste Management Plans, and the

Resolution of the Cabinet of Ministers of Ukraine on Some

Issues of Declaration of Waste Status Termination. In addition,

the Resolution of the Cabinet of Ministers of Ukraine approved

the Procedure of Waste Classification and the National List of

Wastes. Waste is classified as a group, subgroup and type of

waste taking into account: source of origin of waste; properties

that make waste hazardous; presence of components

containing hazardous substances in the waste, exceeding the

concentration limits of which may lead to the recognition of the

waste as hazardous. Regarding implementation, Ukraine

approved the procedure for maintaining the National Pollutant

Release and Transfer Register, the forms of the Protocol on

violation by the operator of the requirements of the legislation

regarding registration of pollutant release and transfer and

waste, as well as resolutions on consideration of cases on

offenses. To provide public information on emissions of

pollutants into the atmospheric air, the Ukrainian government

approved in January 2023 the procedure for submission and

publicizing the enterprise's report on compliance with the

conditions of the emission permit and implementation of

measures to control compliance with the established maximum

permissible emissions of pollutants. On March 28, 2023,

Ukraine approved a procedure for the implementation of

mandatory automated systems for the control of pollutant

emissions. This procedure defines the mechanism for

implementing mandatory automated systems for controlling the

volume and parameters of pollutant emissions emitted into the

atmospheric air by organized stationary sources.

Management report

In March 2023, Ukraine enacted the Law on Amendments to

Environmental Monitoring Legislation, expanding environmental

information support and introducing administrative penalties for

non-compliance. The law, effective six months after the end of

martial law (in force since February 24, 2022) resulting from the

Russian invasion, mandates monitoring of all environmental

components. Simultaneously, the Ukrainian Ministry of

Environment is formulating a national plan to reduce emissions

from industrial enterprises. Under Ministry Order No. 174 (March

27, 2023), current emission standards for specified industrial

processes are under review, considering wartime economic

challenges and enterprise modernization difficulties.

Water

On August 7, 2023, Ukraine's Law on Wastewater Disposal and

Treatment took effect, aiming to provide citizens with quality

sewage services and address environmental concerns. The law

aligns with EU standards, specifically Council Directive 91/271/

EEC, and outlines requirements for local wastewater

regulations. The implementation follows an approved three-year

action plan.

In South Africa, the National Water Act of 1998 is undergoing

amendment, among which the Draft Water Amendment Bill

seeks in particular to further provide for the protection of water

source areas, the reallocation of water, and the enactment of

regulations and additional controlled activities. The proposed

new definition of "waste," which expanded its scope by including

any substance with no further use for the manufacturer, was

endorsed by the National Council of Provinces Select

Committee without public discussion. This definition, along with

related terms like "trade in" and "commercial value," was

challenged by various parties, including ArcelorMittal South

Africa, in a case involving The South African Iron and Steel

Institute. The argument was that these definitions should be

declared unconstitutional as they were introduced after the

parliamentary public participation process had concluded,

violating the duty to reintroduce substantial amendments for

public input. The Constitutional Court agreed with this

perspective.

In March 2022, Mexico published a new standard on wastewater

discharges, reducing the maximum permissible limits and

introducing new parameters for quarterly monitoring and

reporting to the National Water Commission (“CONAGUA”).

ArcelorMittal internally defined a preliminary action plan to

enhance wastewater quality discharges in line with the

requirement of the standard through operational controls. In

April 2023, with prior authorization from CONAGUA,

ArcelorMittal submitted an action plan outlining milestones to

bring wastewater discharges in compliance with the new

standard. This program is scheduled to conclude in February

2027, with progress reports required to update on the program’s

milestones. Concerning new rules on the measurement for the

use of national waters effective from July 1, 2022, CONAGUA

allowed the submission by the end of 2023 of a milestone plan

to achieve compliance with these rules. This extension was

granted primarily due to a shortage of authorized companies

capable of implementing the required changes and installing

new continuous monitoring measurement systems. However,

considering the technical complexity of the works required on

the 60-inch water pipe, an amended milestone program was

submitted to CONAGUA to complete the implementation by

September 2024.

Mining activities

In Liberia, ArcelorMittal holds a mining concession, inclusive of

250 kilometers of rail and port facilities. The Environment

Protection Agency (“EPA”) in Liberia has heightened its

enforcement of environmental standards, supported by its

dedicated laboratories. The nearby presence of ArcelorMittal

Liberia (“AML”) installations has fueled local communities'

environmental awareness, increasing pressure on AML from

stakeholders.

Guided by the Environmental Protection Agency Act (2002) and

the Environment Protection and Management Law (2002),

comprehensive Environmental Impact Assessments (“EIAs”) are

mandatory for projects affecting the environment. In adherence

to these regulations, ArcelorMittal has developed an

Environmental and Social Standards Manual ("SSM"), approved

by the Liberian EPA, governing all activities within the existing

Liberia mining project. The SSM is regularly updated with

external consultants' input, and the SSM surpasses local

environmental requirements. ArcelorMittal's mining concession

falls within the purview of the National Forestry Reform Law

(2006), the National Forestry Law (2000), and the Act Creating

the Forestry Development Authority (2000). These laws govern

both commercial and community use of forests, and some

territories within the concession are subject to these regulations.

The Community Rights Law regarding Forest Lands (2009) has

notably empowered communities in forest management. The

Phase 2 project (“Concentrator Ore Project”) in Liberia

showcases ArcelorMittal's environmental commitment, with a

substantial environmental offset program and an extensive mine

closure plan, potentially exceeding $100 million. The stringent

conditions attached to existing environmental permits reflect the

Company's dedication to sustainable operations. In 2023, all

environmental permits were renewed, covering Yuelliton mining

activities, TSF construction, a new sewage plant, and the

rehabilitation of rail and port facilities, has elevated requirements

for sediment control, water discharge, and biodiversity

conservation. In tandem, ArcelorMittal Liberia has initiated a

climate change risk assessment and is participating in the TNFD

studies. These initiatives underscore the Company's proactive

approach to potential environmental impacts and its

commitment to future-proofing operations.

Management report

In Mexico, due to the recent reform of the National Mining

Regulation ("NMR"), several significant changes were included

in the regulation, which includes changes in relevant

environmental laws, the national water law, and waste

management law. These changes are primarily related to the

possibility of using water within the mining process for iron ore

transportation. Constitutional claims against the NMR were

submitted by ArcelorMittal México, and final rulings are expected

over the course of 2024.

In Brazil, regulations from the National Mining Agency (“ANM”)

primarily aim to simplify procedures for requesting research or

mining, revising existing standards concerning mining

companies’ obligations related to the safety of mining dams,

including monitoring activities, compliance and operability

assessments, and dam emergency action plans. Additionally,

the Mine Closure Plan and decommissioning requests (ANM

Resolution No. 68, April 30, 2021) were standardized. As from

January 2023, the National Mining Agency expanded the range

of infractions and associated fines, now calculated as a

percentage of mineral production without limitation.

Furthermore, environmental standards for tailings disposal and

dams have become more stringent.

In 2023, noteworthy developments in Brazil include: (i) Federal

Law No. 11.310/2022, addressing inspection activities and

federal governance of the National Dam Safety Policy,

establishing the Interministerial Dam Safety Committee; (ii)

Ordinance No. 525/2023 of the Ministry of the Environment and

Climate Change, establishing the National Commission for

Federal Extractive Reserves – CONAREX; and (iii) Ordinance

No. 61/2023 of the Ministry of Mines and Energy, establishing

the Management Protocol and Crisis Management Committee

for the prevention and safety of electricity, fuel, and mining

installations.

The State of Minas Gerais in Brazil adopted several norms

regarding dam safety in 2023. These include the State Policy for

People Affected by Dams, guidelines for presenting the

Emergency Action Plan, rules for accrediting independent

external auditors for technical safety audits under the State

Policy for Dam Safety, as well as the process for registering and

classifying dams subject to the State Policy for Dam Safety.

Notable updates in 2023 include Resolution No. 3.181/2022,

which established guidelines for presenting the Emergency

Action Plan for dams covered by Law No. 23.291/2019. It also

determined procedures for those responsible for these dams

during emergencies and outlined measures to be taken in the

event of an incident, accident, or rupture.

In Canada, the Company is in negotiations for depollution

attestations applicable to AMMC facilities. Specifically in the

mining sector, some objectives for dust, NOx, and Sulfur Dioxide

("SO2") were identified, and a draft agreement was prepared,

but there has been no further progress as of February 2024.

In the province of Quebec, the renewal requests for depollution

attestations for AMMC's Mont Wright operations, Fire Lake, and

Port-Cartier pellet plant are currently in the analysis stage by

environmental authorities. They aim to apply the same

standards to all mines. These permits establish targets for

water, air, soil, and waste management, as well as the

monitoring and reporting frequencies and requirements for each

target.

Furthermore, the Contrecoeur West depollution attestation was

scheduled to be renewed in 2023; the renewal application was

filed in June 2023, awaiting further input from the Government.

Also, starting January 1, 2024, royalty rates will be payable for

contaminated soils for landfilling (CAD$10/t) or treating (CAD$5/

t).

Quebec’s government expanded the scope of the regulation

related to compensation for adverse effects on wetlands and

bodies of water. It will apply to projects conducted in Port-

Cartier, Mont Wright, and Fire Lake and might extend to

AMLPC’s future projects.

Also in Quebec, the regulation respecting royalties payable for

the use of water was amended to increase, as of January 1,

2024, the royalty rates from CAD$2.5 per million liters (“CAD$/

ML”) of water to CAD$35/ML, and from CAD$70/ML to CAD$

150/ML. The applicable rate will vary according to the use of the

resource. These rates will then be indexed by 3% per year.

The ECCC, the Iron Ore Company of Canada, and AMMC have

entered into an environmental performance agreement effective

from January 5, 2018 until June 1, 2026. The agreement is

designed to facilitate the implementation of BLIERs developed

for the iron ore pellet sector. Specifically, it outlines the

composition, timelines, and objectives of the NOx Working

Group. The agreement aims to ensure compliance with BLIERs

limits for Particulate Matter ("PM") 2.5 and SO2 while also

overseeing the implementation of the approach to studying NOx.

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

Agreement sets a goal to limit the increase in the global average

temperature to well below 2 degrees Celsius and pursues efforts

to limit the increase to 1.5 degree 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

Management report

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). Most countries have issued their intended NDCs.

The United Nations Climate Change Conference COP 28

reached a deal for transitioning away from fossil fuels in energy

systems, in a just, orderly, and equitable manner, as well as on

tripling renewable energy capacity globally by 2030, speeding

up efforts to reduce coal use, and accelerating technologies

such as CCUS that can decrease emissions of hard-to-abate

industries. By 2025, countries must present their updated NDCs

aimed at being aligned with the 1.5 degree Celsius limit.

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 except for the Energy Taxation Directive (“ETD”), for

which the legislative process has not yet been completed.

Certain initiatives of the Fit for 55 Package have been adopted

as of December 31, 2023, amending several pieces of

legislation that were already applicable to ArcelorMittal, such as

the EU Emissions Trading Scheme (“EU-ETS”), the Renewable

Energy Directive (“RED”), the Energy Efficiency Directive

(“EED”), and Energy Taxation Directive ("ETD") and has newly

introduced the CBAM. Several implementation rules stemming

from the ETS and CBAM are currently under preparation. See

also “Risk Factors and Control—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.” 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 currently 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. In order to achieve the EU 2030 55%

reduction ambition, the ETS requires sectors under ETS to

reduce their emissions by 62%. As required by the EU Climate

Law, the Commission has begun to define a Europe-wide 2040

target, with scientific bodies advising a reduction of 90 to 95% of

the GHG emissions. It is expected that the Commission will

present a proposal in the first quarter of 2024. 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. Still, the resulting shortage in free

allocation levels would put the European steel industry at a

significant disadvantage versus global competition (see note 9.1

to the consolidated financial statements). To prevent such

disadvantages, a CBAM has been established for a limited

number of sectors, including steel, with a transitional period that

started in October 2023 and runs until the end of December

2025, with the initiation of CBAM payments in 2026. In the case

of steel, only direct emissions will be covered, at least until

2025, 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.

Several implementing acts to supplement the CBAM regulation

are still to be developed.

Moreover, the revised Renewable Energy Directive (“RED”) was

adopted in November 2023, increasing the current EU-level

target of at least 32% of renewable energy sources in the overall

energy mix to at least 42.5% by 2030. Member States must also

collectively endeavor to increase the share of energy from

renewable sources in the EU’s gross final consumption of

energy in 2030 to 45%. The RED aims to deploy renewables

across all sectors, particularly in sectors where progress in

integrating renewables had been slower.

Additionally, the revised Energy Efficiency Directive (“EED”)

raised the EU energy efficiency target, making it binding for EU

countries to collectively ensure an additional 11.3% reduction in

energy consumption by 2030 compared to the 2020 reference

scenario projections. In addition, the revised Land Use, Land

Use Change and Forestry (“LULUCF”) sets a target for net GHG

removals at 310 million tonnes of CO2 equivalent as a sum of

the values of the GHG net emissions and removals by Member

States in 2030. The LULUCF sector is connected to all

ecosystems and economic activities that rely on the land and

the services it provides, thus directly impacting ArcelorMittal’s

sites.

Furthermore, the Eco-design for Sustainable Product Regulation

(“ESPR”) is a cornerstone in the European Green Deal for 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. The

Joint Research Centre (“JRC”) started in November 2023 a

preparatory study on Iron and Steel Products as part of the new

Commission work plan. "Digital Product Passports" must ensure

Management report

relevant environmental information is transferred along the

supply chain on a need-to-know basis.

GHG emissions regulations

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. Following the Taxation Laws Amendments Act 20 of 2022,

the Carbon Tax Act 15 of 2019 was amended in January 2023.

The amendment includes the annual carbon tax rates per tonne

of CO2 equivalent from 2023 until 2030 expressed in Rand

(“ZAR”) value. The rates of tax may be adjusted by the amount

announced by the Minister in the National annual budget

contemplated in section 27(1) of the Public Finance

Management Act, 1999 (Act No.1 of 1999) in 2025 and

thereafter at three-year intervals to consider the impact of

exchange rate movements on the comparability of the rate to

global carbon pricing. Although, some aspects of the carbon tax

were clarified, uncertainty remains in terms of the phase-down

pace of tax-free allowances. On October 24, 2023, the Climate

Change Bill (the “Bill”) successfully passed through the National

Assembly (“NA”) and has now been forwarded to the National

Council of Provinces (“NCOP”) for concurrence. A public

commenting process will follow before the Bill undergoes

parliamentary debate, allowing for potential amendments if

deemed necessary. The final step involves the Bill's approval by

both the NA and the NCOP before it reaches the President for

assent, ultimately leading to its enactment. The timing is

dependent on the NCOP concurrence process, and the timeline

may be impacted by the National and Provincial elections in

South Africa. During the NA review process, the NA included

notable additions to the Bill, including specific offenses, outlining

penalties such as fines or imprisonment upon conviction for

failure to submit required information or for providing falsified

data in adherence to the Climate Change reporting

requirements. Furthermore, the NA integrated critical aspects

such as key concepts and definitions, the regulation of powers

and functions of the Presidential Climate Commission (“PCC”),

and the establishment of a finance mechanism to support South

Africa’s climate change response.

ArcelorMittal South Africa has been granted a carbon budget for

the extended voluntary phase covering the five-year period from

January 2021 to December 2025. The mandatory carbon budget

allowances are currently in the developmental phase under the

auspices of the Department of Forestry, Fisheries, and the

Environment (“DFFE”). Implementation of the Carbon Budget is

anticipated to commence in January 2026, aligning with the

initiation of Carbon Tax Phase II. Further clarity on these matters

is anticipated following the formal enactment of the Climate

Change Bill. The National Treasury is actively engaged in

formulating the design framework to address future penalties

associated with non-compliance to the carbon budget

allocations.

South Africa has enacted the National Environmental Laws

Amendment Bill (“NEMLAA4”), which was launched on June 24,

2022, and brought into operation on June 30, 2023. Notable

changes introduced by NEMLAA4 include modifications to the

rectification process prescribed under section 24G of the

National Environmental Management Act (“NEMA”) and section

22A of the National Environmental Management: Air Quality Act

39 of 2004 (“NEMAQA”) concerning the commencement of

activities without the required authorizations and licenses in

place. These changes encompass mandatory stoppage, the

extension of enforcement powers, and the potential extension of

the requirement for financial provisioning to high-impact

industries.

Following the update of South Africa's NDC regarding its GHG

emission contributions as per the Paris Agreement

commitments, the final Just Transition Framework for South

Africa was released in July 2022. This framework 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 significantly affected by the

transition away from coal. Additionally, there are several

hydrogen and green hydrogen policy developments underway.

South Africa's next NDC update is due in 2025.

The following climate change developments are not part of

legislation or regulations but are linked to the NDC and National

Development Plan (“NDP”): The South African Just Energy

Transition Investment Plan (“JET IP”) for the five-year period

2023-2027, launched in 2022, lays out the scale of need and the

investments required to achieve the decarbonization

commitments indicated in the South African NDC. This provides

a perspective on the country’s fair contribution to the Paris

Agreement and the pace at which South Africa intends to reduce

its GHG emissions.

The South African Department of Mineral Resources and

Energy has released the South African Renewable Energy

Masterplan (SAREM) for stakeholder input, aiming to align with

National Development Plan objectives. SAREM focuses on

industrializing the renewable energy value chain, fostering

inclusive participation in the energy transition, and contributing

to economic revival.

In Canada, carbon pricing regulations have become increasingly

stringent. For example, the Order Amending Schedule 3 to the

GHG Pollution Pricing Act: Statutory Orders and Regulation

(“SOR”)/2022-210 introduces amendments to set the royalty

amounts per tonne of GHG emitted for the years 2023 to 2030.

Management report

As from January 1, 2022, ArcelorMittal Dofasco and Ontario

industries have been regulated on carbon pricing under the

Ontario Emissions Performance Standards (“EPS”), transitioning

out of the Federal output-based pricing system (“OBPS”). 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).

In March 2023, Ontario published changes to the carbon tax

between 2023 and 2030, which includes (i) changes to carbon

pricing from CAD$50/t CO2e to CAD$65/t in 2023 and

increasing CAD$15/t annually up to CAD$170/t CO2e by 2030,

and (ii) changes to the stringency factors: -2.4% in 2023 and

-1.5% annually from 2024 to 2030.

As part of the Ontario EPS program, the Ontario provincial

authority signaled a recognition of the significant transformation

in the steel sector as some large steel producers are expected

to make the transition to clean steel production in the coming

years. In consideration of the changes at these facilities,

stringency factors would be set equal to one for the transition

period up to 2030; thus, exemptions will be considered for first

movers in the steel sector. Final details will be provided before

the Director's official issuance notice in the first quarter of 2024.

The development of an approach to address facility-specific

emissions targets for the innovative DRI facilities has been

completed, often based on three years of performance following

the start-up of a facility. Detailed discussions concluded in 2023,

and the final Director’s order is expected in the first quarter of

2024. The proposed approach to address ArcelorMittal

Dofasco’s decarbonization program during the transformation

periods has also been developed. The final Director’s order is

expected in March 2024. Compliance is to be achieved by

reducing GHGs as well as additional first-mover considerations

by the regulator.

In Quebec, the 2030 Plan for a Green Economy sets a 37.5%

GHG emission reduction target by 2030 compared with 1990

levels, with the goal 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. Quebec completed the consultations

for the 2021 to 2023 compliance period. For the period 2024 to

2030, negotiations are still in progress to minimize the financial

impact of regulatory changes on ArcelorMittal’s operating

subsidiaries in Canada.

Furthermore, the Quebec Regulation amending the Regulation

respecting the cap-and-trade system for GHG emission rights

sets out the rules for free allocations for the period 2024-2030,

including a reduction in the level of free allocation, accompanied

by a mechanism for consigning part of the emission units

resulting from the reduction in free allocation. The proceeds

from the auctioning of these emission units will be earmarked on

behalf of these companies, to accelerate their investments in

their climate transition. The regulation also clarifies the

registration process for the GHG Cap-and-Trade System

(“SPEDE”), as well as the terms and conditions of the Minister's

auctions and private sales.

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 was replaced by green hydrogen over a 24-hour

period, contributing to a significant reduction in CO2 emissions.

AMLPC will evaluate the possibility of conducting further tests

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 the

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 of their fuels. Gaseous and solid fossil fuels

have been eliminated from the scope. The Regulations will

increase production costs for primary suppliers, which would

increase prices for liquid fuel consumers.

In 2022, Brazil launched Resolution No. 433/2021 establishing

the National Policy of the Judiciary for the Environment,

establishing the monitoring of climate actions and mandating

that indemnities for environmental damages include the impact

on global climate change, as well as diffuse damage to affected

peoples and communities. In September 2023, the Plenary of

the Brazilian National Council of Justice approved a Normative

Act recommending the adoption of a new protocol for the trial of

environmental damage actions by Brazilian courts. This aims to

enhance the effectiveness of judgments in environmental cases,

providing guidelines on the use of evidence obtained by sensors

and satellites. The focus is on preventing and combating

environmental externalities, particularly concerning climate

change and collective damage.

Brazil has progressed in the regulation of the carbon market by

establishing the Interministerial Committee on Climate Change

(“CIM”) through Decree No. 11.550/2023, published in June

Management report

2023. This committee monitors the implementation of actions

and public policies within the federal executive branch related to

the National Policy on Climate Change (“PNMC”). The decree

revoked the former National System for the Reduction of

Emissions of Greenhouse Gases (“SINARE”), previously

established by Decree No. 11.075/2022.

A regulatory proposal to implement the National Carbon Market

passed a vote in the senate on October 4, 2023, subject to

approval by the parliament. The proposal is based on a

minimum emissions threshold rather than specific sectors.

Installations emitting above 10 thousand tonnes of CO2 per year

per source or installation must report their emissions.

Installations emitting more than 25 thousand tonnes of CO2 per

year, in addition to mandatory reporting, must carry out periodic

reconciliation of obligations. The regulation would apply equally

to all sectors of the economy, except for primary agricultural

production which was expressly excluded.

In Brazil, noteworthy standards released in 2023 include: (i)

NBR ISO 14090:2023, a technical standard on adaptation to

climate change, covering principles, requirements, and

guidelines; (ii) Federal Resolution No. 1/2023, approving the

Internal Regulations of the CIM; (iii) Decree No. 11.548/2023

establishing the national commission for reducing GHG

emissions from deforestation and forest degradation,

conservation of forest carbon stocks, sustainable management

of forests, and increasing forest carbon stocks (“REDD+”); and

(iv) Ordinance No. 56/2022, providing for the Decarbonization

Credit (“CBIO”) bookkeeping service.

The state of Ceará published the Law No. 18,458/2023,

instituting the state policy for green, sustainable hydrogen and

its derivatives within the scope of the state of Ceará and

creating the state council for governance and development of

the production of green, sustainable hydrogen and its

derivatives.

Argentina's goal is to achieve carbon neutrality by 2050, and it

has outlined its NDCs compromises for 2030, reinforcing them

through participation in COP 28. During 2023, the Argentinian

government established two key strategies: one for the Carbon

Trade Market (Resolution N° 385/2023) and another for

Hydrogen Economy Development (presented in September

2023, pending official publication).

Additionally, the Renewable Energy Law has set 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; and 20% in 2025. All energy-intensive

industries must contribute to these mandatory national targets,

but no significant impact on the Company is expected. Acindar

has outlined its renewable energy business plan as follows: (i)

for the Villa Constitución Site, targets are being met by

purchasing renewable energy from Cammesa. From 2024

onwards, demand will be contracted through a private Power

Purchase Agreement with no additional financial impact; (ii) for

the Tablada Site, demand has been provided by a private PPA

since 2019, with no additional financial impact; and (iii) the

annual Acindar demand is 1.3 Terawatt-hour per year.

In Mexico, the federal government has initiated a

comprehensive climate policy review, encompassing the

framework for an ETS to fulfil its commitments under the Paris

Agreement. On October 1, 2019, the government published

rules and principles for an emissions trading system applicable

to entities generating more than 100,000 tons of CO2 per year.

Since 2020, a pilot of the ETS has been implemented for

ArcelorMittal México Long and Flat Segments and Services

areas (“SERSIINSA”), along with other relevant companies. This

pilot stage concluded on December 31, 2022, and the

operational stage is expected to commence in 2024. New rules

are anticipated to be issued by the first quarter of 2024. During

the three-year pilot stage, ArcelorMittal México consistently

adhered to the environmental authority's ("SEMARNAT")

emission calculation and reporting criteria for the Emissions

Trading System. ArcelorMittal's CO2 emissions reports have

consistently showed zero deficits. Despite the initial plan for the

operational stage to start in 2023, the rules remain undefined,

and only proposals have been presented. Rules are expected to

be finalized in 2024. The authority has not officially defined

operational stage rules, but an unofficial final proposal is

expected soon.

Ukraine is progressing towards the establishment of a national

ETS. In 2024, Ukraine aims to enact a framework law that aligns

with European carbon emission reduction standards and

outlines the concept of an ETS. The prerequisites for launching

the ETS include the establishment of a functional system for

monitoring, reporting, and verifying greenhouse gas emissions

(“MRV”) in Ukraine, along with the approval of an updated NDC

to the Paris Agreement.

ArcelorMittal closely monitors local, national, and international

negotiations, and regulatory and legislative developments, and

endeavors 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 and

Control—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

Management report

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 site. 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 2023, 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.

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

Management report

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 a two-year agreement to modify the section 232

measures on U.S. steel imports from the EU, which was further

extended for another two years in December 2023. 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 consumption. 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. The first of these

reviews took place in 2022 and a further review in 2023

confirmed the measures until June 2024. On February 9, 2024,

the European Commission initiated a review that will consider

whether or not to prolong the measures past June 2024.

Separately, from April 1, 2022, all Russian and Belarusian quota

volumes were redistributed across other country-specific quotas

and the residual quota based on 2021 imports.

Anti-dumping duties on Hot-Rolled Coil entering the EU from

China, Brazil, Russia and Iran have been in place since 2017

and were renewed in 2023 for an additional 5 years. In addition,

China is subject to anti-subsidy measures.

During 2023, the Commission concluded expiry reviews into

anti-dumping measures on imports of Chinese Heavy Plate and

Belarusian Rebar, reconfirming the measures for a further 5

years.

An expiry review is currently ongoing into anti-dumping

measures on corrosion-resistant 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 led to a 10.9% duty being applied to imports

from ArcelorMittal as from July 7, 2022. In 2023, Turkey opened

a safeguard investigation into Wire Rod imports, imposing

provisional measures while the investigation is ongoing.

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 January 2023, the U.S. initiated an anti-dumping investigation

regarding tin mill products from 8 countries, including Canada.

ArcelorMittal Dofasco was named as a respondent in the case.

In February 2024, a final decision confirmed that no measures

will be imposed on any of the 8 countries targeted.

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

Management report

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. For rebar, nineteen anti-dumping and

countervailing duty measures were implemented between 2015

to 2021, with 10 measures continued in two separate 5-year

reviews in 2020 and 2022.

In February 2024, the Canadian government announced

implementation of a “Country of Melted and Poured” steel import

monitoring system, with mandatory reporting effective

November 2024.

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

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 $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. In late

2023, the government of Argentina issued a resolution based on

which exporters would be able to convert 50% of their revenues

in U.S. dollars using official foreign currency rates and 50% at

Blue Chip Swap rates, which improves the final net rate

exporters can access in the foreign exchange market.

In December 2023 the government devalued the ARS against

the U.S. dollar to establish an official exchange rate of around

800 pesos per U.S. dollar. The adjustment of the exchange rate

will serve as a supplementary anchor for inflation expectations.

Based on the current situation the exchange rate devaluation

path is currently set at 2% per month by the government.

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

Management report

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 $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 U.S. dollar. 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 U.S. dollar, €, 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.

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. The NBU has

fixed the official UAH rate against the U.S. dollar at 36.57 since

July 2022, and switched to a managed floating exchange rate in

early October 2023. Transacting in offshore non-deliverable

forwards is not possible, except 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

Management report

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 U.S. dollars 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's

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.

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 2023, 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 and Control.”

Management report

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.

• On March 9, 2023, ArcelorMittal completed the acquisition of ArcelorMittal Pecém. See "Introduction—Key transactions and events in 2023" and note 2.2.4 to the consolidated financial statements.

** On December 7, 2023, the Company completed the sale of ArcelorMittal Temirtau, its Kazakh steel and mining operation. See "Introduction—Key transactions and events in 2023" and note 2.3 to the consolidated financial

statements.

Management report

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 was 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 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 2023, shipments from NAFTA totaled 10.6 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 2023, shipments from Brazil totaled

13.7 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

2023, shipments from Europe totaled 28.1 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

2023, shipments from ACIS totaled 6.0 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 (before the Company's disposal of mining

operations there, as discussed below) and Ukraine, and coal

captive mines in Kazakhstan (before the Company's disposal of

mining operations there, as discussed below). On December 7,

2023, ArcelorMittal completed the sale of its steel and mining

operations in Kazakhstan. See "Introduction—Key transactions

and events in 2023". As a result of this transaction, as of

December 31, 2023, the ACIS segment had four flat and long

production facilities in two countries, South Africa and Ukraine.

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 2023, iron ore production

in the mining segment totaled approximately 26.0 million tonnes.

As from January 1, 2024, ArcelorMittal implemented changes to

its organizational structure. India and joint ventures will be

reported as a new operating segment including the joint

ventures AMNS India, VAMA and Calvert as well as other

associates, joint ventures and other investments. The segment

Sustainable Solutions will be composed of a number of high-

growth, niche, capital light businesses playing an important role

in supporting climate action (including renewables, special

projects and construction business). They are currently reported

within the Europe segment and will be reported as a separate

operating segment. The NAFTA segment will be renamed North

America. Finally, following the sale of the Company’s operations

Management report

in Kazakhstan, the remaining parts of the former ACIS segment

will be assigned to Others. These changes will be presented

with the earnings release for the first quarter of 2024.

PROPERTIES AND CAPITAL EXPENDITURES

Property, plant and equipment

ArcelorMittal has steel production facilities, as well as iron ore

mining operations, in North and South America, Europe, Asia

(on December 7, 2023, ArcelorMittal completed the sale of its

steel and mining operations in Kazakhstan) 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 as described

above. Unless otherwise stated, ArcelorMittal owns all of the

assets described in this section. Regarding ArcelorMittal's iron

ore mines, see also "—Mineral reserves and resources" below,

where information is provided in accordance with SEC

Regulation S-K, Subpart 1300 (“S-K 1300”).

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 notes 1.2 and 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 3 4	Capacity (in million tonnes per year)1,3,4	Production in 2023 (in million tonnes)2,3,4
Coke Oven Battery	50	26.5	17.0
Sinter Plant	22	79.6	42.4
Blast Furnace	35	66.1	41.3
Basic Oxygen Furnace (including Tandem Furnace)	46	70.0	43.8
DRI/HBI Plant	13	10.6	7.8
Electric Arc Furnace	30	24.9	15.4
Continuous Caster—Slabs	29	62.6	40.4
Hot Rolling Mill	14	53.8	32.8
Pickling Line	21	24.6	10.6
Tandem Mill	25	28.3	16.8
Annealing Line (continuous / batch)	28	12.4	5.3
Skin Pass Mill	18	11.2	4.1
Plate Mill	5	1.7	0.9
Continuous Caster—Bloom / Billet	32	31.5	17.4
Breakdown Mill (Blooming / Slabbing Mill)	1	6.0	0.3
Billet Rolling Mill	3	2.6	1.0
Section Mill	22	12.2	5.1
Bar Mill	18	7.8	5.5
Wire Rod Mill	16	10.5	5.8
Hot Dip Galvanizing Line	39	15.6	12.1
Electro Galvanizing Line	8	1.6	0.8
Tinplate Mill	12	2.4	0.8
Color Coating Line	16	2.6	1.4
Seamless Pipes	3	0.4	0.1
Welded Pipes	98	4.1	1.0

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

3. On December 7, 2023, ArcelorMittal completed the sale of ArcelorMittal Temirtau, its steel and mining operation in Kazakhstan, with the integrated steel plant including six

coke oven batteries, three sinter plants, three blast furnaces, three basic oxygen furnaces, three continuous casters, one hot rolling mill and 21 downstream facilities. See

note 2.3 to the consolidated financial statements and "Introduction—Key transactions and events in 2023". The number of lines and their respective capacities, as well as

their production through the transaction closing date are included in the table above.

4. On March 9, 2023, ArcelorMittal completed the acquisition of Companhia Siderúrgica do Pecém in Brazil subsequently renamed ArcelorMittal Pecém. See note 2.2.4 to

the consolidated financial statements and "Introduction—Key transactions and events in 2023". The above table includes the number of lines and their respective

capacities, as well as their production since the date of acquisition of ArcelorMittal Pecém.


Crude steel production by process and segment in 2023 (in million tonnes)

Segment	Basic oxygen furnace	Electric arc furnace	Total
NAFTA	3.1	5.6	8.7
Brazil	10.3	3.7	14.0
Europe	23.2	5.6	28.8
ACIS	6.5	—	6.5
Total	43.1	14.9	58.1


Blast furnace and electric arc furnace facilities
Segment	Blast furnaces	Electric arc furnaces
NAFTA	3	8
Brazil	7	8
Europe	15	13
ACIS1	10	1
Total	35	30

1. Including ArcelorMittal Temirtau's assets, in particular three blast furnaces, prior to sale in December 2023.


NAFTA			Crude Steel

Unit	Country	Locations	Production in 2023 (in million tonnes per year)1	Type of plant	Products
ArcelorMittal Dofasco	Canada	Hamilton	3.1	Integrated, Mini-mill	Flat
ArcelorMittal Texas HBI	USA	Corpus Christi	n/a	Iron-Making	Hot briquetted iron
ArcelorMittal Mexico	Mexico	Lázaro Cárdenas, Celaya	3.8	Mini-mill, Integrated, and Downstream	Flat, Long/ Bar, Wire Rod
ArcelorMittal Long Products Canada	Canada	Contrecoeur East, West	1.8	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 ²	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)

2. ArcelorMittal Tubular Products launched a new welded pipe mill #5 at its Monterrey plant in the second half of 2023.

Management report

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 coils, cold rolled coils, galvanized

steels and tinplate. Dofasco supplies these products to the

automotive, construction, packaging, manufacturing, pipe and

tube and steel distribution markets.

Dofasco has a CAD$1.8 billion investment project in a low-

carbon emissions steelmaking facility at its plant in Hamilton

involving the construction of a 2.4 million tonnes DRI facility and

one EAF. The project is currently progressing through FEED

stage. See “Business overview—Sustainable development—

Climate change and decarbonization".

Following the completion in 2022 of 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) and 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), product

commercialization and ramp-up are in progress as of the end of

2023; the first commercialized coil was delivered in the second

half of 2023.

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. 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 commenced in the fourth

quarter of 2017 produced its first coils in December 2021.

Ramp-up is underway and is on track with capacity utilization

having reached approximately 60% as of the end of 2023.

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"). ArcelorMittal continues to operate certain parts of

the El Volcan facilities with material coming from the San José

mine (as further described below). For further details on Mexico

mines production and other information, see "—Mineral

reserves and resources".

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 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

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 has progressed on its project to increase pellet

feed production at Las Truchas mine to 2.3 million tonnes per

Management report

annum with DRI concentrate grade capability. This project will

enable concentrate production for the BF route and DRI route,

with the goal of supplying ArcelorMittal Mexico's steel operations

with high quality feed. Production is expected to start in the

second half of 2025. See "—Capital expenditures".

For further details on ArcelorMittal Mexico mining assets

production and other information, see "—Mineral reserves and

resources".

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.

In 2022, AMLPC successfully tested the use of green hydrogen

in the production of DRI at its steel plant in Contrecoeur,

Quebec. See “Business overview—Sustainable development—

Climate change and decarbonization".


BRAZIL			Crude Steel

Unit	Country	Locations	Production in 2023 (in million tonnes per year) 1	Type of plant	Products
Sol	Brazil	Vitoria	n/a	Coke-Making	Coke
ArcelorMittal Tubarão	Brazil	Vitoria	6.6	Integrated	Flat
ArcelorMittal Vega	Brazil	São Francisco do Sul	n/a	Downstream	Flat
ArcelorMittal Brasil	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	Brazil	Barra Mansa, Resende	0.7	Mini-mill	Long/Rebar, Wire rod, Bars, Sections, Wires
ArcelorMittal Pecém 2	Brazil	Pecém	2.5	Integrated	Flat
Acindar	Argentina	Villa Constitucion	1.1	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. In March 2023, ArcelorMittal concluded the acquisition of CSP’, subsequently renamed ArcelorMittal Pecém. The table above includes the production from ArcelorMittal

Pecém since acquisition. See note 2.2.4 to the consolidated financial statements and "Introduction—Key transactions and events in 2023".

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; 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,

Management report

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 recommenced in

late 2021; see "—Capital expenditures".

On March 9, 2023, ArcelorMittal completed the acquisition of

CSP subsequently renamed ArcelorMittal Pecém; see note 2.2.4

to the consolidated financial statements and "Introduction—Key

transactions and events in 2023".

A new investment in a sections mill at Barra Mansa commenced

in the first quarter of 2022; see "—Capital expenditures".

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 new facilities to produce 4.5 million tonnes per

annum of DRI quality pellet feed; see "—Capital expenditures".

For further details on Brazil mines production and other related

information, see "—Mineral reserves and resources".

Management report


EUROPE			Crude Steel

Unit	Country	Locations	Production in 2023 (in million tonnes per year) 1	Type of plant	Products
ArcelorMittal Bremen2	Germany	Bremen, Bottrop	2.9	Integrated	Flat, Coke
ArcelorMittal Eisenhüttenstadt	Germany	Eisenhüttenstadt	1.9	Integrated	Flat
ArcelorMittal Belgium3	Belgium	Ghent, Geel, Genk, Liège	4.3	Integrated and Downstream	Flat
ArcelorMittal France 4	France	Dunkirk, Mardyck, Montataire, Desvres, Florange, Mouzon, Basse-Indre	3.9	Integrated and Downstream	Flat
ArcelorMittal Méditerranée 5	France	Fos-sur-Mer, Saint-Chély	2.4	Integrated and Downstream	Flat
ArcelorMittal España 6	Spain	Avilés, Gijón, Etxebarri, Lesaka, Sagunto	3.2	Integrated and Downstream	Flat, Long/ Rails, Wire Rod, Plates
ArcelorMittal Avellino & Canossa	Italy	Avellino	n/a	Downstream	Flat
ArcelorMittal Poland	Poland	Kraków, Swietochlowice, Dabrowa Gornicza, Chorzow, Sosnowiec, Zdzieszowice	3.1	Integrated and Downstream	Flat, Coke, Long/ Sections, Wire Rod, Sheet Piles, Rails
ArcelorMittal Sestao	Spain	Bilbao	0.3	Mini-mill	Flat
Industeel	France, Belgium	Charleroi, Le Creusot, Chateauneuf, Saint-Chamond, 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	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	0.2	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	0.6	Mini-mill / Integrated	Long/ Wire Rod, Bars
ArcelorMittal Tubular Products Roman SA	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. 7	Czech Republic	Karvina	n/a	Downstream	Pipes and Tubes

Management report


EUROPE (continued)			Crude Steel

Unit	Country	Locations	Production in 2023 (in million tonnes per year) 1	Type of plant	Products
ArcelorMittal Tubular Products Kraków 8	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
ArcelorMittal Tubular Products Legutio	Spain	Legutiano	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products Zalain	Spain	Zalain-Lesaka	n/a	Downstream	Pipes and Tubes
ArcelorMittal Berrioplano 9	Spain	Berrioplano	n/a	Downstream	Pipes and Tubes
ArcelorMittal Tubular Products Altensteig	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 crud e steel production).

2. Due to planned maintenance, BF#2 at Bremen (Germany) was stopped in October 2023 and restarted in early December 2023

3. Reline of BF#A at Gent (Belgium) was executed in September 2023 and restarted in early December 2023

4. Blast furnace #4 at Dunkirk site was temporarily stopped at the end of March 2023 due to a fire outbreak; it was restarted in July 2023 following repairs.

5. Blast furnace #1 at Fos-sur-Mer was most recently temporarily idled in September 2023 due to low market demand.

6. Blast furnace A in Gijón was temporarily stopped in September 2022 in response to market conditions and was restarted in February 2023. Blast furnace A was stopped

again at the end of March 2023 due to a fire outbreak, but was restarted in July 2023 following repairs.

7. ArcelorMittal Tubular Products Karvina decommissioned its pipe mill #08 in 2023.

8. In November 2023, ArcelorMittal Tubular Products Kraków announced its plan to stop production at Kraków plant from the first quarter of 2024 due to weaker

macroeconomic conditions and high carbon costs.

9. ArcelorMittal Tubular Products Berrioplano decommissioned and disposed off its mills #02 (M-22 Yoder) and #11 (M-04 Perfrisa) in 2023.

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 site of Basse-Indre specializes

in packaging activities.

Management report

ArcelorMittal intends to build a 2.5 million tonnes per year DRI

unit and two EAFs in Dunkirk see “Business overview—

Sustainable development—Climate change and

decarbonization".

ArcelorMittal plans to create a new production unit for electrical

steels at its Mardyck site in the north of France; see "— Capital

expenditures".

Blast furnace #2 at the Dunkirk site was temporarily stopped in

July 2022, in response to market conditions and was idled

permanently in the fourth quarter of 2022. Blast furnace #4 at

Dunkirk site was temporarily stopped at the end of March 2023,

due to a fire outbreak at the plant, and was restarted in July

2023 after undergoing repairs.

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. See

“Business overview—Sustainable development—Climate

change and decarbonization".

Additionally, ArcelorMittal Belgium has commissioned its Torero

plant, which converts waste wood into bio-coal for use in the

blast furnace at its Gent steelmaking site; see “Business

overview—Sustainable development—Climate change and

decarbonization".

ArcelorMittal Belgium is planning to reduce carbon emissions by

3.0 million tonnes per year by 2030 by building a 2.5 million-

tonnes per year DRI plant and 2 EAF facilities at its Ghent site.

The project is currently progressing through FEED stage; see

“Business overview—Sustainable development—Climate

change and decarbonization".

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 and line 8 (Eurogal), the

electrogalvanizing line 5 and the two organic coating lines, line 2

and line 7 (combiline with 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.

During 2023, BF#A at Ghent was stopped for a reline from

September 15, 2023 to December 10, 2023.

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.

ArcelorMittal is planning to build a large-scale industrial plant for

the DRI based steelmaking at its site in Bremen, as well as

EAFs in Bremen and in Eisenhüttenstadt. The projects are

currently progressing through FEED stage; see “Business

overview—Sustainable development—Climate change and

decarbonization".

During 2023, BF#2 at Bremen was stopped for planned

maintenance from beginning October to early December 2023.

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

Management report

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.

Blast furnace #2 at the Fos-sur-Mer site was temporarily idled in

December 2022 in response to market conditions and was

subsequently restarted in April 2023. Blast furnace #1 at Fos-

sur-Mer was temporarily idled in September 2023 due to low

market demand.

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.

ArcelorMittal is planning to invest €1 billion in decarbonization

technologies at ArcelorMittal Asturias’ plant in Gijón, which

includes the construction of a 2.3 million tonne hydrogen DRI.

The Company is also planning to construct a new EAF for long

products, for which ArcelorMittal España signed a contract with

industrial engineering company Sarralle in November 2023. See

“Business overview—Sustainable development—Climate

change and decarbonization".

Blast furnace A in Gijón was temporarily stopped in September

2022 in response to market conditions and was restarted in

February 2023. However, it was stopped again at the end of

March 2023 due to a fire at the Gijón plant, and was restarted in

July 2023 after undergoing repairs.

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,

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.

Following the permanent closure in November 2020 of its blast

furnace and steel plant in Kraków, the coke plant continued to

operate, as did its 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.

In November 2023, ArcelorMittal Poland announced its decision

to adjust coke production levels to the difficult economic

conditions. The company is going to hot idle the coke oven

battery in Kraków due to low demand and coke pricing

dynamics.

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, which was completed

in the third quarter of 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 runs 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.

ArcelorMittal has plans for an innovative DRI pilot plant and an

EAF in Eisenhüttenstadt; see "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. Since October 2021,

the floating solar farm has been producing 3 GWh/year of

Management report

electricity and powers nearly 800 local homes, which represents

the approximate annual electricity usage of 3,200 people. The

electricity produced on the floating solar farm is fed into the

Creos’s local grid and contributes to Luxembourg’s energy self-

sufficiency.

On June 16, 2023, ArcelorMittal confirmed its plan to invest €67

million in a new EAF at its Belval site. This investment is part of

a series of projects that were the subject to a MoU signed in

September 2022 between ArcelorMittal Luxembourg and the

Ministry of the Economy. The MoU confirmed the willingness of

the Luxembourg government to financially support this type of

strategic investment through the various applicable aid

mechanisms. For this project in particular, the subsidies made

available by the Luxembourg State amount to approximately

€15 million. The new Belval EAF is one of the flagship projects

of this MoU. It will offer improved energy efficiency and an

increase in steel production capacity in Luxembourg of almost

15%, reaching 2.5 million tonnes of steel per year. With this new

facility replacing the current EAF which has been in operation

since 1997 and with additional investments to be made in other

areas of the Belval steel plant, ArcelorMittal Luxembourg plants

will be self-sufficient in crude steel production capacity to cover

the needs of finished rolled products in Luxembourg. In

particular, Mill A at the ArcelorMittal Rodange site will henceforth

be supplied exclusively by this new installation for the

production of its numerous ranges of rails and niche products.

The installation of the new electric furnace in Belval began in the

fourth quarter of 2023, with commissioning expected in 2025.

See "Introduction—Sustainable development highlights - striving

to be a leader in the decarbonization of the steel industry".

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. ArcelorMittal Hamburg 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; see

“Business overview—Sustainable development—Climate

change and decarbonization".

The DRI plant at the Hamburg site was temporarily stopped in

September 2022 in response to market conditions and for

general repair and maintenance and restarted operations in May

2023 until early October 2023 in order to utilize the existing iron

ore pellet stock and free up storage capacity for new incoming

DRI supplies. Revamping of the DRI plant began in October

2023 and production is expected to restart in early May 2024.

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 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 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.

Furthermore, AMDS includes the scrap recycling activity

combining 3 specialist scrap metal recycler assets acquired in

2022 (John Lawrie Metals, ALBA) and 2023 (Riwald) 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 2023".

Management report

In November 2023, ArcelorMittal announced its entry into the

additive manufacturing market as a steel powder supplier. The

Company is currently building an industrial scale inert gas

atomizer in Aviles, Spain to produce steel powders for additive

manufacturing ("AdM") technologies such as laser powder bed

fusion (LPBF), binder jetting (BJ) and direct energy deposition

(DED). The atomizer started production in the first quarter of

2024, will have a large batch-size production capability, from

200 kg to 3 tonnes, and an initial annual capacity of 1000

tonnes. This will enable ArcelorMittal to supply significant

volumes of steel powders with consistent quality, reliability and

traceability, meeting the high standards and specifications of the

AdM industry. A new business unit, ArcelorMittal Powders, has

been established to commercialize the output of the atomizer.

See "Introduction—Sustainable development highlights - striving

to be a leader in the decarbonization of the steel industry".

In November 2023, ArcelorMittal Tubular Products Europe

announced its plans to stop producing pipes at its Kraków plant

as from the first quarter of 2024 in response to market volatility

and the intention to reduce its carbon footprint.

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 "—Mineral reserves and resources".


ACIS			Crude Steel

Unit	Country	Locations	Production in 2023 (in million tonnes per year) 1	Type of plant	Products
ArcelorMittal Temirtau JSC 2	Kazakhstan	Temirtau	2.8	Integrated	Flat, Long, Pipes and Tubes
AMKR	Ukraine	Kryvyi Rih	1.0	Integrated	Long
ArcelorMittal South Africa 3, 4,	South Africa	Vanderbijlpark, Saldanha, Newcastle, Vereeniging, Pretoria	2.8	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
AMKR	Ukraine	Kryvyi Rih	95.1	Iron Ore Mine (open pit and underground)	Concentrate, lump and sinter feed
ArcelorMittal Temirtau2	Kazakhstan	Lisakovsk, Kentobe, Atasu, Atansor	100.0	Iron Ore Mine (open pit and underground)	Concentrate, lump and fines
ArcelorMittal Temirtau2	Kazakhstan	Karaganda	100.0	Coal Mine (underground)	Metallurgical coal

1. n/a = not applicable (no crude steel production).

2. On December 7, 2023, ArcelorMittal completed the sale of ArcelorMittal Temirtau, its steel and mining operation in Kazakhstan. See note 2.3 to the consolidated financial

statements and "Introduction—Key transactions and events in 2023". ArcelorMittal Temirtau's production is included in the table through the transaction closing date.

3. Blast furnace C at Vanderbijlpark plant in ArcelorMittal South Africa was idled in early November 2022 due to weaker market conditions, and was subsequently restarted in

early February 2023 once order book improved commercially.

4. On November 28, 2023, ArcelorMittal South Africa announced its plans to wind down its Longs Business, subject to due diligence and consultation processes.

ArcelorMittal South Africa

ArcelorMittal South Africa is one of the largest steel producers in

Africa and is listed on the JSE Limited in South Africa.

ArcelorMittal South Africa has four main steel production

facilities. Vanderbijlpark, Newcastle and Vereeniging (melt shop

placed under care and maintenance at the end of October 2022)

Management report

100

are located inland, while Saldanha (under care and

maintenance since the second quarter of 2020 due to the

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).

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 2023, 79% 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.

Following restart of the Newcastle blast furnace in August 2022

after planned repairs, the EAF at Vereeniging was placed under

care and maintenance at the end of October 2022.

Further, the blast furnace C at Vanderbijlpark was idled in early

November 2022 and was subsequently restarted in early

February 2023 following increased demand in the market.

On November 28, 2023, ArcelorMittal South Africa announced

its plans to wind down its Newcastle works and the broader long

steel products business subject to due diligence and

consultation processes. Since then, the Company has been in

discussions with government representatives to determine the

extent of state support that could be provided to mitigate or

prevent the closure of these operations.

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 (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 "—Mineral reserves and resources".

ArcelorMittal Kryvyi Rih

AMKR’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, Europe, North Africa,

Middle East, North America, South East Asia and Australia.

In addition, AMKR 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.

AMKR also has iron ore captive mines located roughly within the

borders of the city of Kryvyi Rih, Ukraine. AMKR 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 AMKR 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 "—Mineral reserves

and resources".

During 2023, with respect to its steelmaking operations in Kryvyi

Rih, the Company continued to ramp up operations and has

been operating two of three blast furnaces following the restart

of blast furnace No.8 on April 14, 2023. On June 6, 2023,

following the destruction of the Nova Kakhovka reservoir's dam,

AMKR temporarily suspended steelmaking and production of

rolled products to reduce water consumption. As a result, the

Company shut down blast furnace No.6 earlier than planned for

major planned repairs but continued to operate blast furnace

No.8. In July 2023, AMKR announced that it had completed the

construction of a new pumping station and four kilometers of

pipeline to supply water to the city and to ensure coverage of its

production needs. AMKR is currently operating its mining

facilities at 60% of capacity and steel facilities at 30% of

capacity.

ArcelorMittal Temirtau

On December 7, 2023, ArcelorMittal completed the sale of

ArcelorMittal Temirtau; see note 2.3 to the consolidated financial

statements and "Introduction—Key transactions and events in

2023".

ArcelorMittal Temirtau’s product range of flat and long steel

products included 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 sold

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

included Kazakhstan, CIS, Russia and South-East Asia.

For details on former Kazakhstan mining operations, see "—

Mineral reserves and resources".

Mining

ArcelorMittal’s Mining segment has iron ore production facilities

in Canada and Liberia. The following table provides an overview

of the principal mining operations of ArcelorMittal’s Mining

segment. For detailed information regarding ArcelorMittal's

Mining segment see "—Mineral reserves and resources".

Management report

101


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 2023 (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	2.0 4	Steel processing	Automotive steel finishing


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 production capacity.

3. Flat-rolled 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;

– downstream facilities in Pune, Khopoli and Gandhidham;

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.

Management report

102

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. 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.

On March 7, 2023, AMNS India completed the acquisition of a

515 MW gas-based power plant for a cash consideration of

$125 million, along with allied land that can be utilized for AMNS

India’s expansion plans at Hazira.

On May 6, 2023, AMNS India completed the acquisition of

Indian Steel Corporation Limited subsequently renamed AMNS

Gandhidham Limited for a cash consideration of $99 million, a

downstream steel manufacture in Gandhidham, Gujarat

following the approval of the resolution plan by the National

Company Law Tribunal (‘’NCLT’’) on April 13, 2023.

AMNS India also expects to complete the acquisition of certain

remaining assets subject to receipt of regulatory approvals.

Such assets include:

– 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 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 included 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

(completed), 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 2.2 to 2.8 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. Continuous galvanizing line No. 4

was commissioned in December 2023, which will enable AMNS

India to launch the Magnelis product for the growing renewable

energy sector. Feasibility studies are ongoing to further increase

production in a second phase from 15 to 20 million tonnes per

annum (Phase 1B) with greenfield options being explored to

further increase to beyond 40 million tonnes.

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 and concentrated material is transported by pipeline

from the Dabuna plant 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

Management report

103

production until 2026 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 "

—Mineral reserves and resources".

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 stipulated 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

31, 2022, the parties entered into amendments to the Ilva

Agreement and the Investment 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) as well as the second equity injection by Invitalia

to May 31, 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 ADI Holding would be increased to 60% and

ArcelorMittal’s would reduce to 40%.

On February 20, 2024, the Italian Government issued a decree

placing Acciaierie d’Italia into extraordinary administration

subsequent to the request of Invitalia, thereby passing control of

the company from its current shareholders, ArcelorMittal and

Invitalia, to government appointed commissioners. This ended

ArcelorMittal’s strategic involvement in Acciaierie d’Italia. See

"Introduction—Risk factors—ArcelorMittal faces risks in relation

to its interest in ArcelorMittal Italia (renamed Acciaierie d'Italia)

(“ADI”), which has been placed in a special form of insolvency

proceedings (extraordinary administration)."

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 approximately $1 billion 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 2024 (extended mainly

due to enlarged scope). Equipment erection is in progress and

Management report

104

commissioning of utilities is being planned. 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., Ltd which

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 involving capital expenditures of $195 million. The

capital expenditures related 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 tandem cold mill

("PLTCM"). First commercial coil was produced on January 3,

2023 and commercial production began in April 2023. The

project is currently at an advanced stage of implementation.

Equipment is currently in the ramp-up phase which is expected

to be completed by the second half of 2024.

ZAM (Zinc Aluminium and Magnesium) pot installment was

completed in the second quarter of 2023 and is ready for

commissioning once TLC (technology license contract) with

ArcelorMittal is completed. The leadership of ArcelorMittal and

HNIS reached another agreement for HRC substrate pricing and

TLC in January 2024. The working team will finalize the

agreement in the first quarter or 2024, which will earmark

licensing of new products and coatings including Magnelis®.

Ventos de Santo Antonio

On April 18, 2023, ArcelorMittal announced that ArcelorMittal

Brasil, would form the joint venture partnership Ventos de Santo

Antonio Comercializadora de Energia S.A. ("VdSA") with Casa

dos Ventos, one of Brazil’s largest developers and producers of

renewable energy projects, to develop a 554 MW wind power

project. ArcelorMittal Brasil holds a 55% stake in the joint

venture, with Casa dos Ventos holding the remaining 45%. The

transaction was approved by the Brazilian antitrust authority,

CADE, on April 13 and was completed on May 5, 2023. The

$0.8 billion project aims to secure and decarbonize a

considerable proportion of ArcelorMittal Brasil’s future electricity

needs and is estimated to provide 38% of ArcelorMittal’s Brasil’s

total electricity needs in 2030 pursuant to a 20-year power

purchase agreement to be entered into with the JV for the

supply of electricity. The project would benefit from the attractive

tax incentives in Brazil especially for renewable projects which

supports improved return on investment. VdSA is equity

accounted and ArcelorMittal’s total equity investment will be

$0.15 billion. The project is located in the central region of

Bahia, in north-east Brazil. The site location has been selected

due to several competitive advantages, including high-capacity

forecast load factors (in excess of 50%) and a short distance (23

kilometers) to connect to the national electricity grid. There is

also the potential to expand the capacity of the project by adding

a further 100 MW of solar power. Environmental and regulatory

permitting is in the process of finalization; construction work

started in 2023 with operational commissioning expected in

2025. See "Introduction-Key transactions and events in 2023".

Capital expenditures

The Company’s capital expenditures were $4.6 billion, $3.5 billion and $3.0 billion for the years ended December 31, 2023, 2022 and

2021, respectively. The following table summarizes the Company’s principal growth and optimization projects involving significant

capital expenditures that are currently ongoing. In 2024, capital expenditures are expected to be in the range of $4.5 to 5.0 billion of

which $1.4 to $1.5 billion is expected as strategic growth capital expenditure. 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.

Management report

105


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	First half 2024	a
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 2026	b
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	c
Brazil	Barra Mansa	Section mill	Increase capacity of HAV bars and sections by 0.4 million tonnes per year	Second half 2024	d
Europe	Mardyck (France)	New Electrical Steels production facilities	Facilities to produce 170 thousand tonnes non-grain oriented 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 (ACL)	e
Europe	Gijón (Spain)	1.1 million tonnes EAF project	Construction of a new 1.1 million tonnes per year EAF to enable the production of low carbon- emissions steel for the long products sector, specifically rails and wire rod	First half 2026	f
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 2025	g
Mining	Liberia	Phase 2 premium product expansion project	Increase production capacity targeting 15 million tonnes per year	Fourth quarter 2024 (first concentrate)	h
Others	Andhra Pradesh (India)	Renewable energy project	975 MW of nominal capacity solar and wind power	First half 2024	i
Joint ventures
AMNS India	Hazira (Gujarat)	Expansion project	Debottlenecking existing assets; AMNS India medium-term plans are to expand and grow initially to approximately 15 million tonnes per year by early 2026 in Hazira (phase 1A); ongoing downstream projects; (Phase 1B to 20 million tonnes per year planned; plans for expansion to 24 million tonnes per year (including 1.5 million tonnes per year long capacity) under preparation; additional greenfield opportunities under development	First half 2026	j
AMNS Calvert (US)	Calvert	New 1.5 million tonnes EAF and caster	New 1.5 million tonnes per year EAF and caster	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.

a. The Vega Do Sul expansion project aims to serve the growing domestic market. The approximately $0.35 billion investment program (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 AHSS products. The pickling line and tandem cold mill produced their first coil in June 2023 while continuous galvanizing and

continuous annealing lines are expected to be completed in the first half of 2024.

b. The Monlevade upstream expansion project has recommenced in late 2021. Capital expenditure is estimated at $0.8 billion.

c. The project represents an investment of approximately $350 million. The DRI quality pellet feed is expected to primarily supply ArcelorMittal Mexico steel operations. All

administrative buildings are delivered; industrial civil works and mechanical assembly are in progress.

d. The aim of the $0.25 billion investment in sections mill at Barra Mansa (Brazil) 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.

e. ArcelorMittal, with the support of the French government, is creating 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

Management report

106

d’Apcher, in the south of France. The completion of the $0.5 billion investment program will occur in 2 steps: the commissioning and start of ramp-up of the end-of-

streamline (annealing and coating line and related installations) is expected in the second half of 2024; the start-up of the APL and the REV is expected to occur in the

second quarter of 2025.

f. See “Business overview—Sustainable development—Climate change and decarbonization".

g. The approximately $0.15 billion investment 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. Due to delay in equipment

delivery and construction works, production is expected to start in the second half of 2025.

h. ArcelorMittal Liberia has been operating at 5 million tonnes of direct shipping ore ("DSO") since 2011 (Phase 1). The Company restarted construction of a concentrator

and associated infrastructure (Phase 2) that targets 15 million tonnes per annum of premium iron ore product. Deliveries of key equipment, structure, concentrator/

material handling systems and construction is progressing to plan. Capital expenditure required to conclude the project sustaining an extended mine life producing 65%

grade product is expected at $1.4 billion. Large resource supports a potential future increase in capacity; in this respect a plan for the phased development of up to 30

million tonnes per year capacity is being studied (including part or full DRI quality concentrate production). Subsequently to first concentrate, full completion is expected to

occur in fourth quarter of 2025.

i. See “Business overview—Sustainable development—Climate change and decarbonization".

j. See “—Investments in joint ventures".

k. See “—Investments in joint ventures".

In addition, in 2023, the Company approved 26 multi-year

projects with identified environmental benefits and involving

capital expenditures of $291 million and 46 multi-year projects

with identified energy benefits and involving capital expenditure

of $1,716 million (including renewable energy projects in India).

The latter also includes 23 multi-year projects specifically

targeted to decarbonization involving capital expenditures of

$729 million. Capital expenditures related to decarbonization

initiatives amounted to $0.2 billion for the year ended December

31, 2023 and are expected to increase to between $0.3 to $0.4

billion in 2024. 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" and "Property, plant and

equipment—Capital expenditures".

Mineral reserves and resources

ArcelorMittal has iron ore production facilities in Canada,

Mexico, South America, Europe, Africa, Ukraine and in India

through its joint venture AMNS India. ArcelorMittal also operated

iron ore and coal production facilities in Kazakhstan, which were

sold on December 7, 2023. See "Introduction— Key

transactions and events in 2023" and note 2.3 to the

consolidated financial statements for further information. 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 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

107


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 Pit1	ACIS	100.0	subsidiary	1976
Kazakhstan Underground1	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
2021 aggregate ROM iron ore production, millions of tonnes		115.1
2022 aggregate ROM iron ore production, millions of tonnes		102.5
2023 aggregate ROM iron ore production, millions of tonnes1		98.4
Coal
Karaganda - Kazakhstan	ACIS	100.0	subsidiary	1956
2021 aggregate ROM coal production, millions of tonnes		8.3
2022 aggregate ROM coal production, millions of tonnes		7.0
2023 aggregate ROM coal production, millions of tonnes1		5.8

1. Total ROM iron ore and coal production in 2023 includes Kazakhstan iron ore and coal mining operations, which were sold on December 7, 2023. Iron ore and coal

production is included in the table through the transaction closing date.

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 mining operations included full

ownership of the captive iron ore and coal mines in Kazakhstan

forming part of the ACIS segment, until the sale of ArcelorMittal

Temirtau.

Management report

108

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.

LOCATION MAP - NAFTA


	% of Ownership Interest	2023		2022		2021
	% 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%		12.8	4.1	13.5	4.1	11.8	4.1
At ownership interest (50%)		6.4	2.05	6.75	2.05	5.9	2.05
Mexico (Excluding Peña Colorada)	100.0
Las Truchas		3.0	1.4	4.2	1.4	4.4	1.5
San Jose/El Volcan		1.4	0.7	2.4	1.0	3.0	1.3

NAFTA, (100% basis)		17.2	6.2	20.1	6.5	19.2	6.9
NAFTA, (ArcelorMittal ownership basis)		10.8	4.15	13.4	4.5	13.3	4.8

Management report

109

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 3,834 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

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

concentrate grade in Las Truchas; 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 30 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 operate by 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.

Management report

110

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 Brasil operates the Andrade mine and Serra Azul

Mineração mines.

LOCATION MAP - BRAZIL Mining Operations


	% of Ownership Interest	2023		2022		2021
	% 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	2.4	2.0	2.3	1.8	2.1	1.8
Serra Azul	100	2.7	1.5	2.6	1.5	2.6	1.6
Brazil		5.1	3.5	4.9	3.3	4.7	3.4

Andrade Mine

The Andrade Mine is a production stage open pit iron ore mine,

located 5 kilometers away 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 Brasil, 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.

Management report

111

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 1,508 meter 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 resulted in a revised life of

mine for the IF phase, with mining operations extended until

2024. No additional drilling occurred in 2022 and 2023.

Following the integration of the Serra Azul Mine into

ArcelorMittal Brasil in 2020, an expansion project for the Serra

Azul Mine has been approved, extending the mine's life until

2057. 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).

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, 2023, the

Company had entered into 584 indemnification agreements with

the affected families. The agreement contemplates the

construction of a check dam structure by 2025 and the tailing

dam deconstruction by 2032.

EUROPE

ArcelorMittal Prijedor is the only captive mining operation within

the Europe segment.

Management report

112

LOCATION MAP - EUROPE Mining Operation


	% of Ownership Interest	2023		2022		2021
	% 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	1.2	1.7	1.3	1.8	1.6
At ownership interest (51%)		0.9	0.6	0.8	0.7	0.9	0.8

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 on a trial basis at Ljubija

Mine with a plan for full production to be reached in 2025.

Product from Ljubija mine is blended 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

Management report

113

Prijedor is the registered holder of the mining rights at 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 the 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 AMKR open pit and underground mines in Ukraine and

Thabazimbi mine in South Africa. ArcelorMittal Temirtau Orken

open pit and underground iron ore mines in Kazakhstan were

part of the ACIS segment until the sale of ArcelorMittal Temirtau.

Management report

114

LOCATION MAPS - ACIS Mining Operations


	% of Ownership Interest	2023		2022		2021
	% of Ownership Interest	ROM Millions of Tonnes1	Product Millions of Tonnes1	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes
AMKR Open Pit	95.1
At 100% basis		11.1	4.6	11.3	4.5	25.7	11.0
At the ownership interest		10.6	4.4	10.7	4.3	24.4	10.5
AMKR Underground	95.1
At 100% basis		0.3	0.3	0.4	0.4	0.7	0.7
At the ownership interest		0.3	0.3	0.3	0.4	0.7	0.7
ArcelorMittal Temirtau Open Pit (Lisakovsk, Kentobe and Atansor)1	100.0
At 100% basis		2.2	1.4	2.5	1.4	3.6	1.8
ArcelorMittal Temirtau Underground (Atasu)1	100.0
At 100% basis		1.6	1.0	2.0	1.3	1.8	1.5
ACIS at 100% basis		15.2	7.3	16.2	7.6	31.7	14.9
ACIS at the ownership interest		14.7	7.1	15.5	7.4	30.5	14.4

1. The total production related to ArcelorMittal Temirtau is included in the table through the transaction closing date on December 7, 2023.

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.

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

Management report

115

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 2023 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.

As a result of the ongoing war in Ukraine, iron ore production

was planned according to the consumption at AMKR steel plant

and logistics availability. In 2023, the production was maintained

stable at approximately 45% of its maximum capacity. Mining at

open pit continued without stoppages in 2023. There was a

temporary stoppage at the underground mine in the first quarter

of 2023 and again in December 2023, due to lower demand for

sinter ore. In 2022, iron ore production was approximately at

55% of capacity during the first half. During the third quarter,

iron ore production was temporarily suspended due to weaker

demand and logistic constraints but restarted at the beginning of

October 2022, approximately at 25% level.

ArcelorMittal Temirtau Iron Ore Mining Assets

ArcelorMittal Temirtau had four iron ore mining operations in

Kazakhstan, out of which three open pit mines, Lisakovsk,

Kentobe and Atansor, and one underground mine, Atasu. Until

the sale of ArcelorMittal Temirtau on December 7, 2023, the

mines were 100% owned by ArcelorMittal and integrated into

and operated by ArcelorMittal Temirtau steel business as captive

mines. Final iron ore products were transported to the

ArcelorMittal Temirtau steel plant by railway.

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 2023, mining consultancy VBKOM was contracted to update

a pre-feasibility study and estimate the remaining in-situ mineral

resources for Vanderbijl deposit, which are reported in this

report. A decision related to further studies to define mineral

reserves and the life of the mine will be taken in 2024.

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 an approximately 15 meter thick chert-rich shale layer)

of the Malmani Subgroup and the overlying BIFs of the Penge

Formation.

Management report

116

MINING

Iron ore mining operations forming part of the Mining segment include AMMC in Canada and AML in Liberia.

LOCATION MAP - AMMC

LOCATION MAP - AML

Management report

117


	% of Ownership Interest	2023		2022		2021
	% 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		65.3	22.4	66.9	24.1	65.6	22.0
At ownership interest (85%)		55.5	19.0	56.9	20.5	55.8	18.7
AML	85.0
At 100% basis		3.9	3.6	4.3	4.4	4.6	4.2
At ownership interest (85%)		3.3	3.0	3.6	3.8	3.9	3.6
Mining segment at 100% basis		69.2	26.0	71.2	28.5	70.2	26.2
Mining segment at the ownership interest		58.8	22.0	60.5	24.3	59.7	22.3

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.

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 38,748 hectares of mineral

rights across six mining leases, five patented parcels and 698

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, Mt.

Gangra, and Mt Yuelliton deposits in northern Liberia, since

2011. ArcelorMittal’s ownership of AML is 85%, with the

remaining 15% owned by the Liberia 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 at the Nimba deposit in 1963. After

LAMCO ceased production in 1992, AML signed a Mineral

Development Agreement (MDA) in 2005 with the Liberian

Government. On December 28, 2006, AML signed the First

Amendment to the MDA with the Liberian Government. On

Management report

118

January 23, 2013, the parties signed the Second Amendment to

the MDA.

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 MDA, which is valid

until 2030, grants a concession area to AML of approximately

51,342 hectares within which AML has the rights to explore or

mine iron ore. Within the concession area, AML has a Class A

mining license for the Mt. Tokadeh, Mt. Gangra and Mt Yuelliton

deposits and a Mineral Exploration License for Mt. Blei and Mt

Detton. 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 range consists of itabirites in 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 the Nimba deposit. Tropical weathering

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, which are 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, a conveyor system, a quayside including bays

for iron ore storage, a fuel quayside jetty, an equipment

workshop and the final product storage. The final product is

primarily supplied to ArcelorMittal's steel plants in Europe, and

any product balance is shipped to the external European

market.

In 2013, AML began construction of a Phase 2 project that

targeted 15 million tonnes per annum of concentrate sinter fines.

This project was, however, suspended due to the onset of Ebola

in West Africa and the subsequent force majeure declaration by

the onsite contracting companies. AML completed a revised

feasibility study, which was updated in 2019-2020, to apply best

available technology and replace wet with dry stack tailings

treatment. The Phase 2 expansion includes the construction of a

concentrator plant with the ability to beneficiate oxidized and

transitional ores and that targets 15 million tonnes per annum of

premium iron ore product. An ongoing metallurgical program is

in place to optimize the mass recovery of the oxide and

transitional material. The concentrator phase, which is 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. It is effectively a brownfield expansion, with 90% of the

procurement already completed (with the equipment on site)

and the civil works are scheduled to be completed by the end of

the first quarter of 2024, with structural, mechanical, piping and

platework well progressed. First concentrate is expected at the

end of the fourth quarter of 2024. 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).

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

119


	% of Ownership Interest	2023		2022		2021
	% 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		10.8	10.7	9.1	8.9	7.4	6.8
At ownership interest (60%)		6.5	6.4	5.4	5.3	4.5	4.1

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's 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. The ramp-up to a capacity of 5 million

tonnes per annum was completed in 2021. The mining lease

deed was granted in 2020 for a period of 50 years. Until June

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. The permitted

production rate was increased to 7.99 million tonnes per year

from 2023 after a submission approved by the Indian Bureau of

Mines in late 2020.

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 of 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 Essar Steel India Limited (ESIL) in

December 2019. The mining lease deed was granted in 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 Ghoraburhani – 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 2021 by conventional mining methods, using excavators and

trucks for ore transportation to a mobile screening & crushing

facility, where ore is crushed and screened on site before being

transported by road to the Dabuna beneficiation plant located

approximately 28 kilometers to the south east. Beneficiated

material is then transported by 253 kilometers slurry pipeline to

the pelletizing plant at Paradip.

Management report

120

Baffinland

ArcelorMittal has a non-controlling interest at the associate

Baffinland iron ore mine.

LOCATION MAP - BAFFINLAND


	% of Ownership Interest	2023		2022		2021
	% 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		6.2	5.6	7.2	5.9	6.3	5.5
At ownership interest (25.23%)		1.6	1.4	1.8	1.5	1.6	1.4

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

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 25.70%

as of December 31, 2019 and 25.23% as of December 31,

2020. In September 2020, the corporate structure was

reorganized whereby NIO became the sole parent company of

Management report

121

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,

2023, holds a 25.23% interest in NIO.

Baffinland’s total mineral tenures (including mining leases,

mineral claims and mineral exploration agreements) cover an

area of approximately 271,282 hectares (671,701 acres). Of

this, approximately 14% is subject to mining leases (being

leased claims under the Nunavut Mining Regulations), 79% is

covered by mineral claims (being recorded claims under the

Nunavut Mining Regulations) and the rest by mineral exploration

agreements.

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 2023, 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. In

September 2023, Baffinland obtained continued approval for an

increase to 6 million tonnes per annum for 2024.

Baffinland had approved a project involving the construction of a

railway to replace the existing truck-haul operation for the

transport of iron ore from Mary River to Milne Inlet, as well as

the expansion of mining, crushing and screening operations and

port ship loading capacity (the "Northern Rail Expansion"),

On May 13, 2022, the Nunavut Impact Review Board (“NIRB”)

formally recommended that Baffinland’s proposed Northern Rail

Expansion not move forward at this time, citing potential

environmental impact concerns on the local wildlife and culture,

among other things. On November 16, 2022, the Minister of

Northern Affairs accepted the NIRB's recommendation, and

rejected Northern Rail Expansion.

Beginning in 2023, Baffinland’s expansion activities and related

capital expenditures have been primarily directed toward

expanding the mining and processing operations at the Mary

River mine site and connecting the mine site south to the

Steensby port (for which it has already obtained the major

permits) (the “Steensby Expansion”). Baffinland continues to

advance the financing plans for the Steensby Expansion and

expects the overall financing process to conclude in the second

half of 2024.

Management report

122

Coal Operations

ArcelorMittal Temirtau had eight underground coal mines

located in and around Karaganda in Kazakhstan: Kostenko,

Kuzembaeva, Saranskaya, Abayskaya, Kazakhstanskaya,

Lenina, Shakhtinskaya and Tentekskaya. Until the sale of

ArcelorMittal Temirtau on December 7, 2023, the mines were

100% owned by ArcelorMittal and integrated into and operated

by ArcelorMittal Temirtau steel business as captive mines.

LOCATION MAP - ArcelorMittal Temirtau Coal


	% of Ownership Interest	2023		2022		2021
	% of Ownership Interest	ROM Millions of Tonnes1	Product Millions of Tonnes1	ROM Millions of Tonnes	Product Millions of Tonnes	ROM Millions of Tonnes	Product Millions of Tonnes
Karaganda - Kazakhstan	100.0	5.8	2.0	7.0	2.6	8.3	3.3
1. The total production related to ArcelorMittal Temirtau is included in the table through the transaction closing date on December 7, 2023.

Estimates of Iron Ore 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 Society for Mining,

Metallurgy & Exploration (SME) Guide for Reporting Exploration

Information, Mineral Resources, and Mineral Reserves (The

"SME Guide").

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 employees of ArcelorMittal, or they are third

parties or employees of a third party who are not affiliates of

ArcelorMittal and neither such third parties or their employers

has an ownership, royalty or other interest in the property for

which they have estimated mineral reserves or mineral

resources. 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

Management report

123

reserves for each of the mineral properties under the summary

disclosure.

The 2023 mineral resource and mineral reserve estimates at the

AMMC mining property have been prepared by qualified

persons who are employees of ArcelorMittal.

The 2023 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 SLR Consulting (Canada) Ltd. Peña

Colorada also contracted SLR Consulting (Canada) Ltd. to

provide the 2023 mineral resource and reserve estimates for the

Peña Colorada mine, with the support of the Peña Colorada

team.

The 2023 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, 2023 were prepared by LLC "KAI".

For 2023, 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 2023 mineral resources and mineral reserves were

estimated by qualified persons who are employees of

ArcelorMittal. In 2023, a qualified person of VBKOM (Pty) Ltd

updated the mineral resources estimate for the Vanderbijl pit at

Thabazimbi (South Africa in tables below). Estimates of mineral

reserves are not reported in 2023 for ArcelorMittal South Africa

iron ore operation Thabazimbi. Mineral resources and mineral

reserves as of December 31, 2023 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, 2023 were estimated by a qualified person of

SLR Consulting (Canada) Ltd, with the support of the Baffinland

team.

Following the sale of the ArcelorMittal Temirtau operations on

December 7, 2023, mineral reserves and resources for iron ore

surface mines (previously consolidated as Kazakhstan Open

Pit), underground iron ore mine (previously Kazakhstan

Underground) and coal mines (previously Kazakhstan-

Karaganda) are no longer reported by 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, 2023.

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 2023 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 2023 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,

see “Introduction—Risk factors—Risks related to ArcelorMittal’s

mining activities".

The reported iron ore 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, 2023. 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

Management report

124

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, 2023.

The classification of the iron ore 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, 2023 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 $70 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.


Iron Ore	% of Ownership Interest12	Proven Mineral Reserves		Probable Mineral Reserves		Total Mineral Reserves
Iron Ore	% of Ownership Interest12	Millions of Tonnes	% Fe 1	Millions of Tonnes	% Fe 1	Millions of Tonnes	% Fe 1
Canada		1,881	30.8	104	55.0	1,985	32.1
AMMC2	85.0	1,790	29.1	28	31.1	1,818	29.1
Baffinland3	25.2	91	64.4	76	63.8	167	64.1
Mexico		46	22.3	176	25.7	222	25.0
Mexico (Excluding Peña Colorada)4	100.0	—	39.3	107	29.1	107	29.2
Peña Colorada - Mexico5	50.0	46	22.2	69	20.4	115	21.1
Brazil6	100.0	176	46.6	251	37.3	427	41.1
Bosnia7	51.0	4	46.3	2	33.6	6	42.1
Ukraine		70	35.3	444	34.3	514	34.4
Ukraine Open Pit8	95.1	65	33.9	431	33.7	496	33.7
Ukraine Underground 9	95.1	5	54.6	13	54.6	18	54.6
South Africa	100.0	—	—	—	—	—	—
Liberia10	85.0	39	46.8	660	42.7	699	42.9
India11	60.0	6	62.5	78	62.2	84	57.5
Total Iron Ore		2,222	32.4	1,715	39.6	3,937	35.4

1. Unless stated otherwise, % Fe represents total Fe content for all sites except Peña Colorada where it represents magnetic Fe content only.

Management report

125

2. Mineral reserves for AMMC are estimated at a cut-off grade of 15% and a mass recovery of 33.0%, for a life of mine of 28 years.

3. Mineral reserves for Baffinland are estimated based on a long-term iron ore price of $102.8 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 15 years and San José has

a life of mine of 1 year.

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 34 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 31 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 6 years.

8. Mineral reserve for Ukraine Open Pit is estimated at an average mass 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 22 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 reserve for Liberia are estimated at a cut-off grade of 38% Fe for Mt. Tokadeh, and at a cut-off grade of 40% Fe for Mt. Gangra and Mt. Yuelliton, with a mass

recovery of 49.7% for the oxide and transitional material, and at a 30% Fe cut-off grade and a mass recovery of 43.2% for all fresh material, for a life of mine of 30 years.

11. Mineral reserves for Thakurani and Ghoraburhani – Sagasahi are estimated using a long-term iron ore price of $42 per tonne 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 11 years. Mineral reserves

for Ghoraburhani – Sagasahi are estimated at 55% Fe cut-off grade and a mass recovery of 88.49%, for the life of mine of 13 years.

12. As per S-K 1300, reported mineral reserves as of December 31, 2023 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,

2023 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 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.


Iron Ore	% of Ownership Interest13	Measured Mineral Resources		Indicated Mineral Resources		Measured & Indicated Mineral Resources		Inferred Mineral Resources
Iron Ore	% of Ownership Interest13	Millions of Tonnes	% Fe 1	Millions of Tonnes	% Fe1	Millions of Tonnes	% Fe1	Millions of Tonnes	% Fe1
Canada		1,524	28.2	1,569	29.1	3,093	28.7	1,617	29.7
AMMC2	85.0	1,524	28.2	1,566	29.1	3,090	28.6	1,534	27.8
Baffinland3	25.2	—	62.0	3	63.0	3	62.9	83	64.3
Mexico		17	25.5	86	30.4	103	29.6	20	32.1
Mexico (Excluding Peña Colorada)4	100	—	—	64	33.2	64	33.2	20	32.1
Peña Colorada - Mexico5	50.0	17	25.5	22	22.2	39	23.6	—	21.0
Brazil6	100	89	51.0	187	48.0	276	49.0	105	40.4
Bosnia7	51.0	—	29.7	3	28.5	3	28.6	2	32.4
Ukraine		80	33.4	405	34.5	485	34.3	42	52.9
Ukraine Open Pit8	95.1	77	32.5	387	33.5	464	33.3	6	36.7
Ukraine Underground9	95.1	3	56.0	18	55.6	21	55.6	36	55.6
South Africa10	100	—	—	38	54.4	38	54.4	43	54.9
Liberia11	85.0	—	—	1,116	29.3	1,116	29.3	767	38.2
India12	60.0	1	50.3	57	59.8	58	59.0	56	61.3
Total Iron Ore		1,711	29.6	3,461	31.6	5,172	31.0	2,652	34.0

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 32.5.%

3. Mineral resources for Baffinland are estimated at the cut-off grade of 55% and a mass recovery of 100%.

Management report

126

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.

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, at an average

mass recovery of 65.3%.

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 Thabazimbi are estimated at a 40% Fe cut-off grade and metallurgical recovery of 60%.

11. Mineral resources for Liberia are estimated at a cut-off grade of 38% Fe for Mt. Tokadeh, and at a cut-off grade of 40% Fe for Mt. Gangra and Mt. Yuelliton, with a mass

recovery of 49.7% for the oxide and transitional material, and at a 30% Fe cut-off grade and mass recovery of 43.2% for all fresh material.

12. 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%.

13. As per S-K 1300, reported mineral resources as of December 31, 2023 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 and the SME Guide) 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 and integrity 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 are reviewed

and updated on a regular basis.

To increase rigor over internal controls and ensure integrity of its

reported mineral resource and mineral reserve disclosures, in

2023, ArcelorMittal implemented K2fly’s 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 deployed in a Dry Run in 2023 reporting,

following the platform configuration for the ArcelorMittal global

mining portfolio.

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.

There are inherent risks associated with all mineral resource

and mineral reserve estimations see "Introduction—Risk Factors

—Risks associated with ArcelorMittal's Mining Activities".

Management report

127

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. In recent years, 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 most industries, constrained to some extent by

supply chain issues. In 2022, the global economy was adversely

affected by 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.

During the first half of 2023, resilient demand and less

destocking in the Company's core markets led to both apparent

demand and steel prices increasing from the low levels seen

during the second half of 2022. However, the lagged impact of

monetary tightening and declining real steel demand, weighed

on prices in most markets from May until October 2023,

negatively impacting ArcelorMittal’s profitability.

In the first half of 2021, steel demand rebounded from the sharp

reductions seen in the first part of 2020 as developed

economies reopened, but despite continued strong consumer

demand for goods and robust order levels at manufacturers,

output (especially automotive) was constrained by supply

bottlenecks in the second half of 2021. 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 was 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 in the

second half of 2022. While the economy and underlying real

demand were stronger in the U.S. during the first half of 2022,

the Federal Reserve raised interest rates aggressively to slow

growth and dampen heightened inflationary pressure. Although

economic growth was stronger than expected during 2023

(supported by continued growth in consumer expenditure), the

impact of tighter credit conditions and elevated interest rates

negatively impacted output of interest rate sensitive sectors

(e.g., machinery and residential construction). The European

market heavily impacts the Company's prospects and while in

Europe output held up better than expected over the winter

months of 2022-2023 as the risk of energy rationing subsided,

economic growth stagnated during the first half of 2023.

However, sentiment weakened through the second half of the

year after the European Central Bank increased policy rates to

over 4%, to combat elevated inflation. This has negatively

affected the manufacturing and construction sectors that drive

steel demand, with new orders and backlogs weakening and

real steel demand declining during the second half of 2023.

However, automotive demand has held up better, as weakening

underlying demand was offset by a rebound in supply following

shortages through 2021 and 2022, leading to rising output

during 2023. While steel demand in both the U.S. and Europe

continues to be well below pre-pandemic levels, steel

consumption is expected to be supported over the next few

years by the American Jobs Plan (“AJP”) and the Inflation

Reduction Act (“IRA”) in the U.S. and by the Next Generation

EU (“NGEU”) stimuli plans in the EU.

Despite the Company’s sales and profitability being significantly

affected in developing markets in 2020, 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 the 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 throughout 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 remained high in 2023 for many countries

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. In

Brazil, the new 2024 fiscal framework is more relaxed with

respect to public spending than the previous framework, adding

to downside risks of a public debt crisis in the medium-term.

However, while the Company expects the country to experience

a technical recession in early 2024, due to the lagged impact of

elevated interest rates, growth is expected to pick-up in late

2024, following the expected normalization of inflation and real

wage growth through 2024. In Turkey, the lira has depreciated

significantly against the U.S. dollar, causing inflationary pressure

to re-accelerate during the second half of 2023 and forcing the

Management report

128

central bank to increase interest rates to over 40%, causing a

downturn in the economy into 2024.

Historically, demand dynamics in China have also substantially

affected the global steel business, mainly due to significant

changes in net steel exports. Steel demand in China weakened

sharply in 2021 after policy support had inflated demand in

2020, 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 both

declining sharply. This sharp reduction in underlying real

demand, coupled by a smaller reduction in steel production, led

to a push for more exports before a weakening of global steel

demand led to net Chinese steel exports falling back during the

second half of 2022. An earlier-than-expected re-opening saw

economic growth accelerate to 4.5% year-on-year in the first

quarter of 2023, driven by transport, retail and hospitality

industries. Steel demand was also supported by strong growth

in infrastructure, due to the front-loading of special government

bonds issued to local governments. However, the reopening

rebound stalled during the second quarter of 2023 as private

firms have little appetite for expansion, leaving investment

spending increasingly dependent on the state and underscoring

the need for further policy support. Housing sales, which

temporarily rebounded after re-opening, resumed their decline

through the remainder of 2023, due to low confidence on the

part of households. Private firms are especially cautious of

many real estate developers, who are highly leveraged and

have concentrated on completing stalled projects, with new

starts continuing to fall through 2023 and little likelihood of a

recovery of developer new starts during 2024. The renewed

weakness of Chinese steel demand, coupled with ample

domestic supply has seen net Chinese finished flat steel exports

increase from 3.4 million tonnes per month during 2022, to 3.8

million per month during January and February 2023 to 5.4

million tonnes during March to December 2023. Moreover, 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 could lead to further increases in steel

exports from China and have a negative impact on global steel

prices and spreads. See “Introduction—Risk Factors and

Control—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

Management report

129

and the third quarter of 2022 due to sharp declines in steel

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. Subsequently, steel spreads,

especially in Europe, were compressed by elevated energy

prices, particularly gas, and destocking at stockers and end-

users through the second half of 2022, adversely impacting the

Company's 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 inventory levels across ArcelorMittal’s

main markets fell to low levels. As destocking began to end

during the first quarter of 2023, apparent demand improved from

the lows of the fourth quarter of 2022 and led to a recovery in

steel prices and spreads. However, with economic growth

weakening across the Company's core developed markets, due

to the lagged impact of interest rate rises, elevated steel prices

and spreads unwound during the second and third quarters of

2023, negatively impacting the results of the third and fourth

quarters of 2023, due to the significant lag between transactions

and deliveries, especially for flat products. However, prices and

spreads in the Company's core markets bottomed out in early

fourth quarter of 2023 and have since improved, especially in

the United States.

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

rebounded to $125/t average in the first quarter of 2023, they fell

back during the second and third quarters to an average of

$113/t. Iron ore prices have since rebounded to average $137/t

in December 2023 supported by rising sentiment due to

increased stimulus in China. However, the Company believes

current prices are unsustainable over the medium term, if as

expected, Chinese steel demand weakens, this would lead to

further falls in iron ore prices and would negatively impact

ArcelorMittal’s revenues and profitability. See “Introduction—

Risk factors and control—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 globally

as most major economies removed COVID-19 pandemic

restrictions, the global economy experienced persistent and

broad-base inflationary pressures, particularly in developed

economies, exacerbated by sharp spikes in energy prices

caused by the Russian invasion of Ukraine. High inflation, and

subsequent rapid and synchronized increases in interest rates,

caused global GDP growth to slow to 3% in 2022 from 6% in

2021. In 2023, while energy prices declined and inflationary

pressure started to dissipate, lagged impacts of high interest

rates and tighter financial conditions in developed economies

continued to constrain activity. By the end of 2023, interest rates

in major economies, such as in the U.S. and EU, have risen to

the highest levels since the Global Financial Crisis of 2008.

Across much of the world ex-China, tighter financial conditions

have also weighed on interest-sensitive expenditures,

particularly in residential construction sector. However, total

household consumption has held up better-than-expected, as

spending has been supported by tight labor markets, with job

growth remaining sufficiently strong to keep unemployment

rates near historic lows in many countries. In several

economies, most notably the U.S., household spending was

also sustained by the continued low level of household saving

rates, with excess savings from the 2019 of the pandemic being

consumed over 2021 and 2022. While high interest rates

negatively impacted ex-China, Chinese economic activity also

slowed during the second half of 2023 as the reopening rebound

waned, while weakness in real estate sector grew. As a result,

global GDP growth slowed to 2.3% in 2023.

In the U.S., GDP growth slowed sharply in 2022 to 2% after a

strong rebound with growth of 6% in 2021, post COVID-19. This

Management report

130

was due to the impact of high inflation, eroding real incomes and

curtailing household consumption on business activities. In

2023, while headline inflation decreased to just over 3% by

year-end (from a peak of 9.1% in June 2022), inflationary

pressures remained, as core inflation (excluding volatile items

such as food and energy) was still 4.0% by year-end (from a

6.6% peak in September 2022). This is due to continued price

pressure in the service sector as consumption patterns rotated

away from goods, with core services inflation of 5.5% overall in

2023 (from above 7% in first quarter of 2023) while core goods

inflation fell to 0% (from a peak of more than 10% in early 2022).

Persistent inflationary pressures led to continued tightening of

monetary policy, with the Federal Reserve raising interest rates

to peak levels in the 5.25% to 5.5% range, from 0 to 0.25% at

the beginning of 2022. Housing investment declined further, in

2023, partly reflecting the further tightening in financial

conditions due to the lagged impact of recent interest rate hikes.

While labor markets remained tight during the first half of the

2023, with continued robust aggregate employment gains, this

was less apparent in interest-rate sensitive sectors such as

construction and manufacturing. However, despite the impact of

high interest rates and persistent inflation, the economy was

more resilient, mainly due to household spending, which was

supported by a rundown of excess savings made during

COVID-19. This offset the decline in real disposable income,

resulting in GDP growth at approximately 2.4% in 2023.

After a strong rebound in 2021 post COVID-19, particularly in

service sectors, European economic growth slowed significantly

in late 2022 due to a sharp spike in energy prices, especially

natural gas, following the Russian invasion of Ukraine. Indeed,

GDP growth in EU27 countries (Europe excluding UK) slowed to

1.7% in the fourth quarter of 2022, after growing 6% year-on-

year in 2021. In 2023, though energy costs remained higher

than pre-invasion levels and continued to negatively impact

energy-intensive industries (e.g. chemical sector), Europe

avoided a more severe scenario of widespread curtailments

across industry which had been feared in the event of a lack of

available gas. This was due to reduced demand for gas, as

consumption fell, due to mild weather conditions during the

winter, coupled with significant substitution of gas by industrial

companies. At the same time, continued inflows of liquified

natural gas into Europe led to seasonally elevated levels of

inventory post-winter, which drove down gas prices. As a result,

Eurozone headline inflation moderated to 3% year-on-year by

the end of 2023, from more than 10% at its peak in October

2022. However, core inflation was more persistent, only

declining to 3.4% at year-end after peaking at 5.5% on an

average in the first half of 2023. Labor markets remained tight,

with the eurozone unemployment rate at a historic low of 6.4%

in November 2023. As a result of persistent inflation and to

reduce tightness in labor markets, the European Central Bank

("ECB") raised the main refinancing interest rate to 4% in

September 2023, from 2% at the beginning of the year. The

negative impact of high interest rates, coupled with persistent

inflation, caused activity to slow further during the second half of

2023, with GDP declining quarter-on-quarter in the third quarter

of 2023 and estimated to have declined further in the fourth

quarter of 2023, which means that the economy suffered a

technical recession. Industrial sectors have been in recession

for some time, with the Eurozone manufacturing Purchasing

Managers' Index ("PMI") being below 50 since July 2022 and at

44.4 in December 2023, close to the lowest levels (ex-

COVID-19 pandemic April to May 2020) since 2009. The

services PMI also fell below 50 over the fourth quarter of 2023,

pushing the economy into recession. Overall, EU27 GDP

stagnated through 2023, with year-on-year growth averaging

only 0.4%, with Germany being one of the worst performers,

with GDP declining year-on-year in 2023 (-0.3%).

While the Chinese economy fared relatively well in both 2020

and 2021, activity 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. In

2023, economic activity rebounded during the first half of the

year, as the lifting of COVID-19 restrictions led to a strong

recovery in the service sector, offsetting continued weakness in

the real estate sector. In the second half of 2023, the growth

momentum started to fade, as the post-restriction rebound

started to wane, while weakness in the real estate sector

persisted. Property developers faced severe funding constraints

due to the downturn in the sector, with both sales and new starts

declining to a low level and house prices continuing to decrease.

Despite a government push to force property developers to

complete presold homes, home buyer confidence remained low,

deepening the downturn. By the end of 2023, sales and new

starts were still significantly down year-on-year, compared to

already depressed 2022 levels. Along with post-restriction

rebound, another main offset also came from front-loading of

infrastructure spending in early 2023 supported by special

bonds backed by the central government, as local governments

were financially strained by lower land sales. While property-

support measures, such as the easing of home-buying

restrictions and minimum down-payment requirements,

gradually improved sales, new starts are only expected to

rebound with a 6 to 9 month lag, meaning any material recovery

in real estate will more likely be in 2025. Therefore, the central

government, announced further continued support for

infrastructure spending by issuing an additional 1 trillion RMB

bonds in December 2023, which will support activity in 2024. In

2023, China's official GDP growth picked up slightly to an

estimated 5.1% year-on-year, but mainly on a weak base of

2022 (+3% year-on-year), due to the negative impact of

COVID-19 restrictions and city-wide lockdowns.

Management report

131

In Brazil, economic activity rebounded strongly in the first half of

2023, driven by an exceptional agricultural harvests and resilient

household consumption. Despite inflation remaining at elevated

levels, the declining inflation trend throughout the year allowed

the central bank to ease monetary policy, reducing the policy

rate from 13.75% in July to 12.25% by November 2023.

Meanwhile, growth was also driven by expansionary fiscal policy

by an increase in social transfers. However, lagged impact of

high interest rates led to lower growth in the second half of

2023. GDP is estimated to have grown by 2.9% year-on-year.

However, over the medium-term, downside risks remain

elevated due to the risk of high public debt as the new 2024

fiscal framework is more relaxed with respect to public spending

than the previous framework. While the current tax reform

proposal to simplify the tax system has long-term potential to

boost productivity and growth, the near-term benefit is unlikely.

In Turkey, despite earthquake-induced effects, economic activity

remained strong in the first half of 2023. High growth was driven

by strong domestic demand supported by overly

accommodative monetary and fiscal policy to support

reconstruction effort. However, activity started to moderate

during the second half of 2023, as inflation remained

persistently high, rising above 60% by the end of 2023, driven

by higher input costs, strong demand, and the depreciation of

the lira, which lost almost one-third of its value since the

beginning of the year. As a result, since June 2023, the central

bank tightened its monetary policy to restore price stability. The

policy interest rate has been lifted from 8.5% in June to 40% in

November 2023 accompanied by strong signaling of further

increases until inflation is under control. While GDP in 2023

increased by 4% year-on-year, growth is expected to slow down

going forward.

Prior to Russia’s invasion of Ukraine and China’s zero-COVID

lockdowns, global manufacturing output was recovering as

supply constraints impacting 2021 output gradually eased.

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. Growth

in global manufacturing output continued to weaken in 2023, to

under 1.5% year-on-year from over 3% growth in 2022. In

China, manufacturing output was more resilient, and increased

by over 4% year-on-year. The resilience of Chinese

manufacturing sectors was supported by improving, albeit from

weak-levels, demand for Chinese goods from overseas, and

domestically, due to policy support for various high-tech

manufacturing sectors (e.g. electric vehicles). Outside China,

manufacturing output decreased, mainly in developed markets

where output declined by approximately 2% year-on-year in

2023, offsetting 1.7% growth in developing markets ex-China.

The weakness in manufacturing in developed markets is

primarily driven by lower consumer demand for goods, due to

the impact of high inflation and elevated interest rate levels. As

demand in the U.S. was more resilient than in the EU,

manufacturing output in the U.S. broadly stagnated (-0.5% year-

on-year), while EU output declined more sharply (-2% year-on-

year). In addition, while energy prices moderated, they still

remained at a level above pre-Russian invasion and as a result,

output in energy-intensive manufacturing sectors persisted at a

weaker level than total manufacturing through 2023.

Global apparent steel consumption (“ASC”) increased by over

3% in 2021, as the global economy rebounded post-pandemic,

before declining by over 2% year-on-year in 2022, as stringent

lockdowns in China caused ASC to decline by approximately 3%

year-on-year. ASC also declined in world ex-China by

approximately 2% despite resilient real demand for steel, as the

inventory cycle turned toward a sharp destock during the

second half of 2022. In China, following an earlier-than-

expected reopening in late 2022, coupled with the government’s

front-loading of infrastructure spending, ASC grew strongly in

early 2023, supported by stronger real demand. However,

persistent weakness in the real estate sector saw real steel

demand weaken through the year in China. As a result, ASC is

estimated to have broadly stagnated in 2023. Meanwhile,

despite slow recovery in real demand, a recovery in steel

production due to the need to rebuild inventory supported

growth in ex-China ASC, estimated to be approximately 2%

year-on-year, with growth in developing ex-China offset by a

further decline in demand from developed markets. Within

developed markets, ASC in the U.S. continued to decline year-

on-year by over 2%, primarily driven by long product demand as

the construction sector was mostly impacted by higher interest

rates, as well as pipe and tube demand, while flat steel product

demand grew marginally year-on-year in 2023. Elsewhere in

North America, demand fell in Canada while it rose strongly in

Mexico. In the EU, real demand followed similar trends as in the

US but was even weaker. Overall ASC in Europe is estimated to

have declined by over 5% despite flat steel product demand

being supported by less destocking, with long steel product

demand being especially weak, falling over 10% year-on-year in

2023. Meanwhile, steel demand in developing markets was

driven by robust growth in India, estimated at approximately

11%. ASC also increased in ASEAN (4% year-on-year) and CIS

(3% year-on-year). ASC also increased strongly in Turkey by

18% year-on-year due to steel demand to rebuild infrastructure

after the earthquake in early 2023. In Latin America, ASC

broadly stagnated, as Brazilian demand grew around 1% offset

by declining demand in Argentina, Colombia and Peru.

Source: GDP and industrial production data and estimates sourced from Oxford

Economics January 24, 2024. ASC data for U.S. from American Iron and Steel

Institute (AISI) to November 2023, estimates for December 2023. ASC data for

Brazil from Brazilian Steel Institute to November 2023, estimates for December

2023. ASC data for EU27 from Eurofer to October 2023, estimates for November

and December 2023. ASC data for India from JPC to December 2023. All

estimates are internal ArcelorMittal estimates.

Management report

132

Steel production

After world steel production stagnated in 2020 at 1.86 billion

tonnes as a result of demand disruptions caused by the global

COVID-19 pandemic, production increased to 1.93 billion

tonnes, as vaccination progress allowed economies to reopen

and the global economy to recover. However, in 2022, world

steel production declined by 5% in 2022, to 1.84 billion tonnes,

driven by lower production in world ex-China, where production

fell by approximately 8%, whereas production only declined by

approximately 3% in China. The decline was mainly in

developed markets, where the production fell in the second half

of 2022 because of high energy costs, as well as in CIS region

due to Russian invasion of Ukraine. As a result, ex-China steel

inventory was low at the beginning of 2023, supporting

production rebounding through the year, with average

production at a level approximately 5% above the second half of

2022. Relative to production levels in 2022, ex-China steel

production in 2023 was broadly stable, with production declining

in developed markets offset by a slight increase in production in

developing markets ex-China. In China, for 2022, steel demand

was negatively impacted by lockdowns as the government

pursued a “dynamic-zero” COVID-19 policy to curb infections,

exacerbating the downturn in the real estate market, leading to

steel production declining by 3% year-on-year. With an early

reopening in December 2022, steel production in China

continued to increase as demand recovered, rising by

approximately 4% year-on-year in 2023. While steel demand

from real estate sectors remained weak, this was offset by

higher infrastructure supported by front-loaded special

government bonds, leading to stable domestic demand.

Therefore, rising steel production led to a surge in Chinese net

steel exports. Overall, world steel production in 2023 increased

marginally, up approximately 0.3% year-on-year. China’s share

of global steel production was stable at 54.8% (2022: 54.7%),

followed by India who saw their share of global output

increasing to 7.8% (2022: 6.8%). Other regions mostly saw their

share decline slightly, including East Asia (9.4% from 9.6% in

2022), EU27 and UK combined (6.8% from 7.4% in 2022),

NAFTA (5.9% from 6% in 2022), while share of CIS increased

slightly to 4.7%, it remained below their 5.5% share, prior to the

Russian invasion of Ukraine.

Outside of China, steel production in world ex-China was stable,

due to a significant decline in Europe being offset by growth in

developing markets, most notably India, as well as the CIS

region, where production partially recovered. In Europe, steel

production in EU27 and the UK decreased again, by

approximately. 7% year-on-year, after a 15% year-on-year

decline in 2022. This was driven by capacity idling, as real steel

demand weakened, due to lagged impacts of persistent inflation

and higher interest rates while destocking continued, albeit at a

slower pace than in 2022. By contrast, steel production in India

continued to increase strongly, rising by approximately 12%

year-on-year in 2023, after 6% growth the year before. While

production in CIS remained below pre-war levels, data from the

World Steel Association indicated that Russia steel production

had recovered significantly from the decline in 2022. Production

in Ukraine, though weak, remained stable through 2023. In

Turkey, despite strong domestic demand and resumption of

steel mills after the earthquake in early 2023, production was

down by approximately 4% year-on-year as a lot of exports from

Asia Pacific flowed to Turkey. Elsewhere, production is either

stable or only down marginally from 2022 levels. Indeed, in

North America where production was marginally down by 1.4%

year-on-year to 109 million tonnes (2022: 111 million tonnes),

this was largely due to a 10% year-on-year decline in Mexico

while both U.S. and Canadian production were stable (at

approximately 81 and 12 million tonnes, respectively). In

Developed Asia, production also declined slightly by 1.8% year-

on-year to 173 million tonnes (2022: 176 million tonnes), with

Japan down to 87 million tonnes (2022: 89 million tonnes) while

South Korea output was stable at approximately 66 million

tonnes. ASEAN (approximately -2% year-on-year) and Latin

America (approximately -5% year-on-year) continued to see

production decline, after both declined in 2022, though partially

offset by a 5% year-on-year increase in production in the Middle

East.

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 2023, 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 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.

After import penetration fell slightly to 16% in 2020 as the

COVID-19 pandemic led to a sharp decline in imports, import

penetration increased back to 19% in 2021 despite a strong

rebound in ASC, as supply-side constraints led to elevated steel

prices, which attracted a sharp increase in steel imports. In

2022, the Russian invasion of Ukraine in February triggered an

energy crisis in Europe, causing both ASC and imports to

decline sharply during the second half of 2022. As a result,

import penetration only rose marginally to 20% in 2022.

Management report

133

During the first half of 2023, ASC declined by approximated 10%

year-on-year, while imports fell even further declining by

approximately 19% year-on-year (flat steel product -18%, long

steel product -20%), pushing import penetration down to 18%

during the first half of 2023. During the second half of 2023,

however, on a year-on-year basis, both ASC and imports

declined marginally and import penetration recovered to rate of

the second half of 2022, approximately 19%. Overall, as imports

declined more than ASC in 2023, import penetration for the

whole year decreased to approximately 19%. However, during

the second half of 2023, imports were much weaker in long steel

products (-23% year-on-year), than in flat steel products, which

rose an estimated 9% year-on-year, mainly due to weaker

underlying demand, particularly in construction.

Traditionally, imports into EU27 have come from CIS, China,

Turkey, Developed Asia and the UK, with these regions

accounting for approximately 75% of imports between 2015 and

2020. While CIS had a large share of EU imports, accounting for

approximately 25% of imports in 2020 and 2021, the war in

Ukraine and EU’s subsequent sanctions against Russia have

resulted in a sharp decline in imports from CIS fell sharply,

particularly during the second half of 2022, and the share of

imports from CIS decreased to 11% in 2022. In 2023, with

finished steel imports from Russia banned, the share of imports

from CIS fell further to approximately 6%. The share of imports

share from Turkey also fell significantly in 2023 due to the

impact of the earthquake leading to a disruption of domestic

Turkish production in February 2023 and then an increase in

domestic demand for rebuilding work. As a result, the share of

imports from Turkey decreased to 11% in 2023, from 17% in

2022. Lower import share from CIS and Turkey were partially

offset by higher import share from Asia Pacific, especially from

Developed Asia, where import share increased from

approximately 14% between 2017 and 2021 to 21% in 2022 and

further to 27% in 2023. Import share from ASEAN and India also

rose, to 12% (from 8% in 2022) and 11% (from 9% in 2022)

respectively. Elsewhere, import shares remained broadly similar

to 2022 levels (China: 10% share, Africa: 8% and UK: 7%). See

“Business overview—Government regulations—Foreign trade”

and “Introduction—Risk Factors and Control—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 and Eurofer ASC data to October 2023, internal company

estimates for November and December 2023. All historical data now refers to

EU27 after UK left the European Union.

United States

Finished steel imports declined to approximately 18 million

tonnes in 2019 (or an import penetration of 19%), after section

232 was implemented in 2018, adding a 25% tariff on most

imports outside USMCA (United States-Mexico-Canada

Agreement). In 2020, the decline in real steel demand due to the

COVID -19 pandemic pushed finished steels imports to fall by

23% year-on-year to approximately 14.1 million tonnes, with

import penetration declining to 18%. In 2021, a combination of a

strong post-pandemic steel demand recovery and elevated steel

prices relative to global levels helped imports grow 41% year-

on-year to 19.9 million tonnes, far stronger than ASC growth

(21% year-on-year), leading to import penetration increasing to

approximately 21% in 2021 from 18% in 2020. Steel imports

continued to increase strongly during 2022, particularly during

the first half of the year before moderating during the second

half as demand weaken due to destocking. As a result, in 2022,

the increase in imports (10% year-on-year) coupled with a

decline in steel demand led to import penetration increasing to

over 23%. The weakening trend in imports since late 2022

continued through 2023, with imports falling by approximately

14% year-on-year. Meanwhile, with the pace of destocking

slowing, ASC only declined by approximately 2.5% year-on-

year, the much sharper decline in imports pushed import

penetration down to approximately 21%

Traditionally, only around one-third of U.S. finished steel imports

come from within USMCA, but since 2019 imports from Canada

and Mexico have increased their share to approximately 40%,

mainly at the expense of Europe, whose import share fell.

However, in 2022, after section 232 tariffs were removed, the

EU import share returned to pre-2019 levels at approximately

14% in 2022, from 11% in 2021, while import share from

Developed Asia remained approximately 20%. In 2023, the

breakdown of imports into the U.S. was largely stable. Import

share from USMCA remained stable at approximately 40%,

while import shares from EU27 remained at approximately 14%.

The main exception is from Developed Asia, whose import share

decreased to approximately 18% from 20% in 2022.

Source: American Iron and Steel Association total/regional imports data and ASC

data to November 2023, internal Company estimate for December 2023.

China

Chinese finished steel exports increased to 66.9 million tonnes

in 2021, up 24% year-on-year from 53.7 million tonnes in 2020

due to strong demand post-pandemic in world ex-China. In

2022, finished steel exports rose by only 0.8% year-on-year to

67.4 million tonnes, with exports increasing from only 4.4 million

tonnes per month in the first quarter to 6.8 million tonnes in the

second quarter as major lockdowns in China (e.g. Shanghai in

April/May) caused a weakening of domestic steel demand.

Despite the early reopening in December 2022 and the front-

loading of infrastructure spending, Chinese domestic steel

demand remained subdued as the real estate sector declined

further. With continued weak demand in China through 2023

and a large price gap to ex-China, Chinese steel producers

were incentivized to maintain production and push exports to

Management report

134

overseas markets. As a result, Chinese finished steel exports

increased strongly in 2023, to approximately 91 million tonnes,

significantly higher than 67.4 million tonnes in 2022 and

reaching the highest level since 2016 (109 million tonnes).

Furthermore, with import share falling to 8 million tonnes in 2023

from 11 million in 2022, net exports increased even more

sharply to 84 million tonnes from 57 million in 2022, an increase

of 47%. However, most Chinese exports are delivered to regions

which are not core to the Company’s business, due to the

protection of trade measures. Indeed, exports to EU28 (Europe

including UK) and North America declined marginally in 2023,

with the share of Chinese exports to EU28 and North America

falling from 10% in 2022 to 7% in 2023. In contrast, while

exports to other regions increased strongly year-on-year, the

relative export shares were relatively stable, with ASEAN the

largest share of Chinese exports remaining at approximately

30%. Developed Asia’s share fell slightly to 14% (15% in 2022),

as did Africa’s share to 11% (12% in 2022), while the share from

India was stable at 6%. Elsewhere import shares increased

marginally to Latin America at 11% (from 10%), to Turkey at 4%

(3%) and CIS at 3% (2%) and others to 14% (from 12%). See

“Business overview—Government regulations—Foreign trade”

and “Introduction—Risk Factors and Control—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

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.

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.

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. 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

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 €1,070/t for HRC

price in Northern Europe (a €82/t increase quarter on quarter)

and €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

Management report

135

of 2022. The second quarter of 2022 averaged €1,115/t in

Northern Europe (up by €45/t quarter on quarter) and €1,050/t in

Southern Europe (up by €45/t) above the first quarter pricing.

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 prices reached €789/t, which was a €326/t drop

as compared to the second quarter of 2022; the South

European HRC prices dropped to €757/t, a €293/t decrease

quarter on quarter. The decline continued through the fourth

quarter of 2022, when the price references settled at €653/t and

€651/t, respectively, indicating further quarter-on-quarter decline

by €136/t and €106/t, respectively. The average HRC prices for

the second half of 2022 were at €721/t for Northern Europe and

at €704/t for the Southern Europe.

Following the consistent month-on-month price decrease since

late May 2022, the decline reached its minimum in November

2022 (at €628/t in Northern Europe and €619/t in Southern

Europe). However, HRC prices started to turn around in early

2023. Overall, the average HRC prices for the first quarter of

2023 were at €786/t for Northern Europe (a €133/t increase

quarter on quarter) and at €767/t in Southern Europe (a €116/t

increase quarter on quarter).

The second quarter of 2023 followed a similar trend as in 2022.

In the first half of 2023, HRC prices peaked in April 2023 (at

€843/t in Northern Europe and €836/t in Southern Europe), and

started declining afterwards. HRC prices in Northern Europe

dropped in the second quarter of 2023 by €22/t quarter on

quarter, reaching a low of €764/t, while HRC prices in Southern

Europe dropped by €30/t, down to €737/t in the second quarter

of 2023. The average HRC prices for the first half of 2023 were

at €775/t for Northern Europe and at €752/t for Southern

Europe.

During the third quarter of 2023, HRC prices in Europe

continued to decline reaching their lowest price in September

2023 (at €638/t in Northern Europe and €623/t in Southern

Europe). Overall, average HRC prices for the third quarter of

2023 were at €649/t for Northern Europe (a €115/t decrease

quarter on quarter) and at €636/t in Southern Europe (a €101/t

decrease quarter on quarter).

In the fourth quarter of 2023, HRC prices began to recover,

reaching their highest price in December 2023 (at €687/t in

Northern Europe and €682/t in Southern Europe); the average

HRC prices for the fourth quarter of 2023 were at €650/t for

Northern Europe and at €639/t in Southern Europe. The

average HRC prices for the second half of 2023 were at €649/t

for Northern Europe and at €638/t for the Southern Europe.

In the United States, domestic HRC prices continued their

upward trend from 2020. Overall, prices in the first quarter of

2021 averaged $1,317/t, while in the second quarter of 2021

prices increased by another $382/t to $1,699/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

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 $2,030/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.

Management report

136

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 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.

U.S. domestic Midwest HRC price increased during the first

quarter of 2023 averaging $1,021/t (a quarter-on-quarter

increase of $254/t). In the second quarter of 2023, the U.S.

Midwest domestic HRC price registered its peak across the first

six months of the year, in April 2023 at $1,291/t. In May and

June 2023, the price started to deteriorate. The average for the

second quarter of 2023 was at $1,161/t which brought the first

half of 2023 at an average of $1,091/t. The price evolution

throughout the first half of 2023 was strongly influenced by the

limited domestic supply, particularly given the lower import

levels, which have driven lead times to be longer than typical,

but also the occurrence of several domestic mill outages

(planned for maintenance activity).

In the third quarter of 2023, U.S. Midwest HRC price averaged

$867/t as prices continued to decline month-on-month, reaching

its lowest level in September 2023 at $789/t. After experiencing

low HRC prices in September 2023, the fourth quarter of 2023

experienced an increase in U.S. domestic Midwest HRC prices,

ending the year with $1,200/t in December 2023, bringing the

second half of 2023 at an average of $938/t, which was still

lower than the first half of 2023 by $153/t.

In China, at the beginning of 2021, steel prices continued their

upward trend which started in September 2020. In the first

quarter of 2021, HRC prices averaged $650/t VAT excluded.

The average of the first half of 2021 reached $711/t. Domestic

prices continued an upward trend until May 2021, reaching the

peak at $812 /t, VAT excluded. In June 2021, prices slightly

weakened to $755/t, VAT excluded, a $57/t drop month on

month. This change came as a result of the abolition of export

rebates announced by the Chinese Government from 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 production cuts in

such regions as Jiangsu and Tangshan, particularly in the

second half of the year, along with tensions in the limited supply

of raw materials 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 $166/t

drop 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 $666/t low, 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 $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 was 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.

The price increase reported in December 2022 continued

throughout the first quarter of 2023, when the Chinese HRC

price, VAT excluded, reached an average of $551/t (a $63/t

increase quarter on quarter). The following quarter recorded a

reversal of trend, Chinese HRC price, VAT excluded weakened

to $499/t (a $52/t decrease quarter on quarter). In the early

months of 2023, steel demand in China (particularly from real

estate and infrastructure sectors) was still slow in building

Management report

137

momentum to support stronger price increases. At the same

time, on the supply side, the recovery in domestic steel

production was stronger than the recovery in demand, thus

generating market imbalances. Price-wise, the first half of 2023

averaged at $525/t, VAT excluded, strengthening by $25/t as

compared to the second half of 2022.

During the third quarter of 2023, prices in China experienced a

continuous decline, with the Chinese HRC price, VAT excluded,

averaging $482/t. Although the Chinese HRC price hit a low of

$466/t, VAT excluded in October 2023, it began to rise and

reached $503/t, VAT excluded, by December 2023. The average

price for the second half of 2023 was $483/t, VAT excluded,

reflecting a $42/t decrease compared to the first half of 2023.


Flat products
Source: S&P Global Commodity Insights (Platts)	Northern Europe	Southern Europe	United States	China
Source: S&P Global Commodity Insights (Platts)	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 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

Q1 2023	€ 786	€ 767	$1,021	$551
Q2 2023	€ 764	€ 737	$1,161	$499
Q3 2023	€ 649	€ 636	$867	$482
Q4 2023	€ 650	€ 639	$1,010	$485

Long products

Steel prices for long products in Europe started in January 2021

at a level of €723/t for the medium sections and €625/t for rebar.

By March 2021, prices strengthened by €5/t and €8/t,

respectively, reaching €727/t for medium sections and €633/t for

rebar. The average prices for the first quarter of 2021 were

reported at €722/t for medium sections and at €629/t for rebar.

In the second quarter of 2021, prices continued to strengthen,

reaching an average of €860/t for the medium sections and

€710/t for rebar, 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 rebar 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 rebar, 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 rebar.

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 rebar (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 rebar 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 were

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 buyers to 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

Management report

138

€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 the first half of 2023, steel prices in Europe for medium

sections and rebar continued their downward trend (started in

the second quarter of 2022), weakening month by month, and

reaching €820/t and €593/t, respectively, in June 2023. The

medium sections price decreased over the first half of 2023 by

€168/t, from the January 2023 level of €988/t; while the rebar

price weakened by €158/t over the same period, being in

January 2023 at €751/t.

Overall, the European rebar market was showed unstable signs

throughout the first half of 2023, with an imbalance between

demand and supply of steel. In spite of energy and shipping

costs gradually coming down in Europe, lowering pressure on

mills, consumption on the market remained at low levels,

preventing sustained pricing. Prices in the first quarter of 2023

averaged €964/t for medium sections and €722/t for rebar, while

in the second quarter of 2023, these averages dropped to €889/t

for medium sections and €649/t for rebar, a decrease of €75/t

and €73/t, respectively.

In the third quarter of 2023, prices for medium sections

averaged €805/t and rebar €577/t, a quarterly €84/t and €72/t

decrease, respectively. In the fourth quarter of 2023, medium

sections prices continued to decline reaching the lowest level of

€758/t in November 2023. Even though the prices improved in

December 2023 averaging €765/t, the average prices for the

fourth quarter of 2023 were still lower than in the third quarter of

2023. On the other hand, rebar prices recovered as they

reached an average of €606/t in the fourth quarter of 2023, with

the highest price in December 2023 at €620/t. Prices in the first

half of 2023 averaged €927/t for medium sections and at €685/t

for rebar as compared to average prices at €785/t for medium

sections and €591/t for rebar in the second half of 2023.

In Turkey, rebar export prices started strongly at $630/t in

January 2021, ending the first quarter of 2021 $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

progressing, and 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 compared to the second half of 2020 and a $246/t

increase compared to 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 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.

After the lows of November 2022 (at $637/t FOB), the Turkish

rebar price for export started to gradually strengthen in the first

quarter of 2023, reaching a peak value in March 2023, at $727/t

FOB. The first quarter of 2023 averaged $708/t FOB, up by $48/

t FOB over the last quarter of 2022. From April onwards, Turkish

rebar price for export reversed its upward trend, averaging

$637/t FOB in the second quarter of 2023, a $71/t decrease

quarter-over-quarter. The global demand recovery for steel

Management report

139

products did not see strong movement throughout the first half

of 2023, given the extended looming fears of recessions in

different parts of the world, as well as the inflationary struggles

of economies. Similar to the first half of 2023, the third quarter

and fourth quarter of 2023 experienced further declines in

prices, at $569/t FOB and $574/t FOB, respectively. Thus, the

first and second half of 2023 averaged $673/t FOB and $571/t

FOB, respectively.


Long products
Source: S&P Global Commodity Insights (Platts)	Europe medium sections	Europe rebar	Turkish rebar
Source: S&P Global Commodity Insights (Platts)	Spot average price per tonne	Spot average price per tonne	Spot FOB average price per tonne
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

Q1 2023	€ 964	€ 722	708
Q2 2023	€ 889	€ 649	637
Q3 2023	€ 805	€ 577	569
Q4 2023	€ 766	€ 606	574

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 steelmaking

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

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 2021, iron ore market reference 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 2023, iron ore market reference prices averaged $119.58/t,

relatively stable compared to an average of $120.03/t in 2022.

The first quarter of 2023 began with an increase in reference

prices mainly driven by prevailing bolstered sentiment on scrap

of COVID control in China, which was later counteracted by the

disappointing actual economy recovery, largely dragged by its

real estate woes and sliding exports. By the end of 2023, iron

ore market reference prices increased to $141.92/t on

December 27, a record high for the period dating back to June

9, 2022, driven by lower port inventory, stimulus anticipation and

strong demand outlook for Chinese economy in the first quarter

of 2024, following the deposits rate cut by Chinese commercial

banks on December 22, 2023.

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 until

the end of the quarter, averaging the record $200.47/t. The price

increase was fueled by 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

Management report

140

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, showed weakening due to China’s

property deleveraging campaign starting in 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

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.

In the first quarter of 2023, seaborne iron ore prices soared to

an average of $125.28/t, an increase of $26.63/t as compared to

the fourth quarter of 2022, primarily driven by boosted market

sentiment after China announced lifting of COVID controls on

December 27, 2022. The market sentiment remained firm in

China throughout the first quarter of 2023 due to strong demand

recovery expectations in the second quarter of 2023 amid a

slew of relaxing policies announced in the real estate sector and

easing monetary policies. Meanwhile, the U.S. Central Bank

also slowed its rate hike pace. Crude steel output during the first

quarter of 2023 in China reached 264 million tonnes, an

increase of 18 million tonnes, or 7%, as compared to the first

quarter of 2022, a new record despite weak fundamentals in the

steel industry with low downstream demand, high steel inventory

and poor steel mills’ margins. On the other hand, iron ore

seaborne supply for the first quarter of 2023 was sufficient,

mainly due to benign weather conditions in Australia. During the

first quarter of 2023, seaborne iron ore imports in China surged

to 294 million tonnes, a 26 million tonnes or 10% increase of as

compared to the first quarter of 2022, a new record for this

period.

In the second quarter of 2023, seaborne iron ore prices dropped

to an average of $110.57/t, a $14.71/t decrease as compared to

the first quarter of 2023 while China's stronger than expected

recovery in GDP growth during the first quarter of 2023 was

unsustainable and market participants turned to bearish mood.

However, the China hot metal output level remained elevated

during the same period. During the second quarter of 2023,

China's average daily hot metal output was 2.43 million tonnes,

Management report

141

a 2.3% increase year-on-year. Meanwhile, Chinese steel

exports soared to 43.9 million tonnes during the first six months

of 2023, a 10.4 million tonne or 31% increase as compared to

the first half of 2022, which largely absorbed the steel supply

surplus. On the other hand, during the second quarter of 2023,

average seaborne supply from Australia and Brazil increased by

1% as compared to the second quarter of 2022, adding

pressure on iron ore prices.

In the third quarter of 2023, seaborne iron ore prices increased

to an average of $114.00/t, a gain of $3.57 as compared to the

second quarter of 2023, primarily supported by boosted

sentiment following a slew of supportive policies from monetary,

real estate and fiscal fronts in China. China has gradually

scrapped home purchase limits across the country since the end

of August 2023. Furthermore, seaborne iron ore prices dropped

to $102.97/t on August 3 due to concerns around potential cuts

on steel production in China and lack of strong stimulus policies

to boost economy. Seaborne iron ore prices then soared to

$126.20/t on September 15 driven by pre-China National

Holiday stock replenishment and PBoC’s reserve requirement

ratio (RRR) cut. Seaborne iron ore imports in China surged to

301 million tonnes, an increase of 19 million tonnes as

compared to the second quarter of 2023, a new record for the

past three years.

In the fourth quarter of 2023, seaborne iron ore prices increased

to an average of $128.27/t, an increase of $14.27/t compared to

the third quarter of 2023. Prices strengthened primarily due to

low Chinese port inventory, year-end mills' stock replenishment,

relatively elevated hot metal output, stronger-than-expected

performance from sectors of auto, shipping, and renewable

energy, coupled with bolstered sentiment stemmed from a slew

of economy-favorable policies. Iron ore seaborne prices reached

$141.92/t on December 27 ahead of 2024 due to low port

inventory, stimulus anticipation and strong demand outlook for

the Chinese economy in the first quarter of 2024, following

Chinese commercial banks’ deposits rate cut on December 22.

Coking coal

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

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.

Coking coal prices in 2023 averaged $295.97/t as compared to

$364.22/t in 2022. Although, the metallurgical coal prices for

2023 decreased slightly, they still remained at a historic high at

year end. The supply disruption in Australia, caused by the wet

season, port maintenance, higher vessel queues, and lower

production from BHP, South 32, and Anglo due to longwall

issues, coupled with the strong demand from India and China,

kept the prices at an elevated level. In the Chinese market,

continuous mine accidents and safety checks resulted in

increased domestic coking coal prices.

In the first quarter of 2021, the average coking coal price rose to

$128.22/t (Metal Bulletin Premium HCC FOB Australia index), a

17% increase as compared to the previous quarter, 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 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 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.

Management report

142

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 of 2022 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 was then sustained by 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.

In the first quarter of 2023, metallurgical coal prices averaged at

$342.52/t as compared to $279.23/t in the fourth quarter of

2022. The prices increased due to a mixture of supply

disruptions and strong coking coal demand. In Australia, severe

rainfall during the rainy season, with the La Nina pattern

persisting, impacted the major mining region in Queensland. In

January 2023, cyclone Ellie disrupted portside operations at

Abbot Point, Hay Point and DBCT and negatively affected

production at coal mines due to floods. Additionally, a train

derailment occurred in January 2023 on a major rail line in

Queensland resulted in a number of rail service cancellations

and consequent delayed shipments. Coking coal prices

remained at elevated levels during the first quarter of 2023,

fueled by coal trade resumption between Australia and China

and by strong demand from other major Asian economies for

Australian coals.

In the second quarter of 2023, metallurgical coal prices came

down to an average of $240.93/t, driven by an improvement on

the supply side and a lackluster demand side. Production at

major Australian mines was stable with no major accident or

weather related event reported. On the demand side, the major

steel producing economies remained muted with India being the

exception. Tepid Ex-China demand led to a closer correlation

between China domestic pricing and Australian price index,

based on fundamentals. Hence, 10 rounds of price cuts in

China, due to weak domestic steel demand and poor steel

profitability, also contributed to a decline of the Australian price

index.

In the third quarter of 2023, metallurgical coal prices increased

to an average of $264.37/t, $23.44/t higher than the second

quarter of 2023. The price increase was mainly due to the

supply disruptions caused by low quarterly production by majors

producers, e.g., BHP, South 32 etc., and port maintenance at

Hay Point, DBCT, and Abbot. The price hike was also driven by

the strong post-monsoon demand in India. China’s domestic

coking coal prices increased due to continuous mine accidents,

resulting in a closer price correlation between China’s domestic

pricing and the Australian price index.

In the fourth quarter of 2023, metallurgical coal prices increased

to an average of $335.07/t, a further increase of $70.7/t as

compared to the third quarter of 2023. Price increase is mainly

driven by an uptick demand from India and China. Furthermore,

China was facing temporary mine closures due to accidents

mainly in Shanxi, which lead to enhanced safety inspections

from government authorities. Meanwhile Australian supply was

tight due to BHP’s port maintenance at the end of November

and fear of potential strikes at its coal mines in Queensland in

December. The shipment delays in Australia during the wet

season were lower due to the El Nino pattern this year. As a

result, spot liquidity was tight, which helped in driving up the

coking coal prices.

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 2021	167.40	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

Q1 2023	125.28	342.52
Q2 2023	110.43	240.93
Q3 2023	114.00	264.37
Q4 2023	128.27	335.07

Scrap

The Company considers the German suppliers’ index (“BDSV”)

Delivered at Place (“DAP”) as market reference.

Management report

143

During 2023, the BDSV for reference grade E3 started in

January and February at €377/t and €381/t, respectively. Until

April, prices continued to increase reaching €413/t. Thereafter,

prices started to decline from May 2023 and reached at €325/t

in August 2023, the lowest in 2023. However, prices reached

€365/t in December 2023, the highest level in the second half of

2023.

The average index price for 2023 was €365/t as compared to

€409/t in 2022, a €44/t or 11% decrease compared to 2022. The

average index price in 2021 was €395/t.

Turkey’s scrap imports decreased by 14% to 15.5 million tonnes

in the first ten months of 2023 compared to the same period of

2022. Turkey remains the main scrap buying country in the

international market. Turkey’s total crude steel output reached

30.5 million tonnes for the first eleven months of 2023, down by

6.15% as compared to 32.5 million tonnes produced in the same

period of 2022.

Scrap Index HMS 1&2 CFR Turkey, North Europe origin, started

January 2023 at $407/t and then continuously increased until

reaching $451/t in March 2023. From April 2023 onwards, the

index declined reaching the lowest level of 2023 at $357/t in

October 2023. Thereafter, the index started to increase again

reaching $415/t in December 2023.

In 2023, the average prices for European domestic scrap price

of grade 3 was at $395/t, a $3/t higher than the export price of

HMS 1&2 CFR Turkey, North Europe origin. In 2022, average

European domestic scrap prices of grade 3 were at 434$/t, 3$/t

lower as compared to export prices of HMS 1&2 CFR Turkey,

North Europe origin.

In the domestic U.S. market, HMS 1 delivered Midwest index in

2023 was $38/t lower than the 2022. The Midwest Index

decreased from an average of $387/t in 2022 to $349/t in 2023.

On the export market, HMS export FOB New York average

prices for 2023 were at $364/t, a decrease of $34/t compared to

2022.

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 $5.22 per

dry metric tonne unit (“dmt”) (for 44% lump ore) on Cost,

Insurance and Freight (“CIF”) China for 2023, representing a

12.6% decrease from $5.97/dmt in 2022 ($5.27/dmt in 2021).

Decrease in steel production activity entailed lesser demand for

manganese and higher manganese ore stocks in China toward

the end of 2023. Manganese ore prices followed the downward

trend throughout the 2023 responding to the surplus in the

market.

High carbon ferro manganese prices decreased by 39% from

$2,042/t in 2022 to $1,244/t in 2023 ($1,803/t in 2021), silicon

manganese decreased by 40% from $2,123/t in 2022 to $1266/t

in 2023 ($1,819/t in 2021) and medium carbon ferro manganese

prices decreased by 45% from $3,332/t in 2022 to $1,832/t in

2023 ($2,861/t in 2021). Demand for manganese alloys was low

and is expected to continue declining, particularly in Europe,

with inventories still high for most products including the

standard alloys.

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 2023 was $2,649/t, representing a

24.0% decrease as compared to the 2022 average price of

$3,485/t (the 2021 average was $3,005/t). Stocks registered at

the London Metal Exchange (“LME”) warehouses stood at

224,825 tonnes as of December 31, 2023, representing around

602% increase compared to December 31, 2022 when

registered stocks stood at 32,025 tonnes (199,575 tonnes on

December 31, 2021).

The average price of tin for 2023 was $25,895/t, 16.7% lower

than the 2022 average of $31,102/t (2021 average was $32,678/

t).

The average price of aluminum for 2023 was $2,252/t,

representing a 16.8% decrease compared to the 2022 average

of $2,707/t (the 2021 average was $2,475/t).

The average price of nickel for 2023 was $21,474/t,

representing a 16.1% decrease compared to the 2022 average

of $25,604/t (the 2021 average was $18,487/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

In 2021, oil prices recovered strongly. In early January, Brent

crude oil traded slightly below $55 per barrel ("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.

Management report

144

In 2022, oil prices were exacerbated by the war in Ukraine.

Brent crude oil peaked at almost $140/bbl early March and

traded range-bound between $100-$125/bbl until end of July,

and only periodically breaking the $100/bbl mark.

Fundamentally, the market was torn between the Organization

of Petroleum Exporting Countries ("OPEC") and its allies

struggling to meet their rising output quotas, embargoes on

Russian oil and concerns over an overall negative economic

outlook. Brent crude oil averaged $99/bbl in 2022, an increase

of $28/bbl compared to the previous year.

The prospect of stronger demand from China supported prices

during this first quarter of 2023 leading to an average of $82/bbl,

strengthened by easing of stringent COVID-19 measures and by

the Chinese National People’s Congress declaring a target of

5% GDP growth for 2023. Furthermore, the year started with a

Russian crude oil partial embargo from the West and a cap price

on Russian crude oil of $60/bbl. Oil prices increased further after

EU and G7 countries agreed on a deal to cap Russian oil

products at $100/bbl. In response, Russia announced that it

would reduce the oil production.

Towards the end of the first quarter of 2023, Brent crude oil

prices plummeted down to $73/bbl due to economic turmoil as a

result of banking failures at Silicon Valley Bank and Signature

Bank in the U.S., and consequent fallout of Europe-based Credit

Suisse Group ending the first quarter of 2023 at an average of

$82.10/bbl. During the second quarter of 2023, OPEC

announced production cuts which supported markets and prices

reached above $80/bbl which were then quickly offset by

several interest rate hikes by the U.S. Federal Reserve and a

potential debt default in the U.S. impacting oil prices by lowering

them to the $75/bbl range. Brent crude oil prices averaged

$77.73/bbl during the second quarter of 2023.

In the third quarter of 2023, Brent crude oil prices experienced a

significant increase from $75/bbl in the beginning of July to $95/

bbl at the end of September 2023, ending the third quarter of

2023 at an average of $85.92/bbl. One of the main driver for

such an increase was production cuts by Saudi Arabia and

Russia which led to anticipated supply constraints and potential

supply shortages.

In the fourth quarter of 2023, Brent crude oil prices dropped

from $91/bbl in the beginning of October to $77/bbl at the end of

December 2023 ending the fourth quarter with an $82.85/bbl

average. China’s economic recovery remained below

expectations and the U.S. Central Bank’s hawkish stance over

monetary policy, reduced global oil demand expectations and

drove the prices down. Brent crude oil price averaged at $82.15/

bbl in 2023, a decrease of $16.9/bbl compared to the previous

year which averaged at $99.05/bbl.

The following table shows quarterly average prices of oil and

CO2 for the past three years:


Commodities
Source: Thomson Reuters	Brent crude oil spot average price $ per barrel	European Union allowance average price € per ton of CO2e
Source: Thomson Reuters
Q1 2021	61.32	37.65
Q2 2021	69.08	50.17
Q3 2021	73.23	57.12
Q4 2021	79.66	68.83

Q1 2022	97.90	83.21
Q2 2022	111.98	83.85
Q3 2022	97.70	80.04
Q4 2022	88.63	77.95

Q1 2023	82.10	89.92
Q2 2023	77.73	88.57
Q3 2023	85.92	85.69
Q4 2023	82.85	76.85

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). On April 25, 2023, the EU

adopted five pieces of legislation as part of the “Fit for 55”

package, including a revision of the ETS Directive, a revision of

the ETS Aviation Directive, an amendment of the monitoring,

reporting, and verification shipping regulation, the adoption of a

regulation establishing a Social Climate Fund and the adoption

of a regulation establishing a carbon border adjustment

mechanism (“CBAM”). The CBAM Regulation entered into force

on May 17, 2023 and the other regulations entered into force on

June 5, 2023. ArcelorMittal will likely incur additional costs in

future periods to acquire emissions allowances beginning in

2026 due to the planned phase-out of the free allocation of CO2

emissions as from such date. ArcelorMittal targets a 35% and

25% reduction in emissions (scope 1 and 2) 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—Climate

change and decarbonization" and "Business Overview—

Government Regulations—Environmental laws and regulations".

Management report

145

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 CO2 price went on a sharp rally. The market started the year

below €35/tCO2e (tons of carbon dioxide (CO2) equivalent) 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 the 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 of CO2, finishing the year on a strong note of around €90/

tCO2e. The average price for one tonne of CO2 emitted in 2022

increased by more than 50% compared to the previous year.

During the first quarter of 2023, the price for carbon increased

from €80/tCO2e levels to all-time high levels above €100/tCO2e

on February 21, 2023, primarily driven by compliance buying

and expectations for cooler temperatures. In the second quarter

of 2023, weaker natural gas prices forced coal power plants out

of the European power mix and declining demand pushed

carbon prices down. From April to May 2023, carbon prices

dropped from €95/tCO2e levels to below €80/tCO2e. During

June 2023, carbon prices saw a rally on the back of a market

squeeze and technical buying, and prices recovered back to

€95/tCO2e levels in June 2023. The market ended the second

quarter of 2023 below €90/tCO2e.

Carbon prices followed a decreasing trend during the third and

fourth quarters of 2023. In the third quarter of 2023, carbon

prices dropped to €82/tCO2e and in the fourth quarter of 2023

dropped further to €80/tCO2e. In the second half of the 2023

lower carbon prices were mainly driven by the decreasing

natural gas prices which resulted in power generation structure

switching from coal to gas power plants (due to weak power

demand amid mild temperatures) and weak CO2 demand from

industry. The average price for one tonne of CO2 emitted in 2023

increased by 4.9% compared to the previous year.

Because the integrated steel process leads to substantial CO2

emissions, costs related to European Union Allowance

Certificates ("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

$29 million at December 31, 2023 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, 2023, the Company had a net

notional position of $164 million with a net positive fair value of

$18 million. See note 6.3 to the consolidated financial

statements for further information.

Natural gas - Europe

In 2021, 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) continued

its upward trend, which started in the second half of 2020. The

low point of slightly below €16 per Megawatt hour ("€/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 liquified natural gas ("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 €45.9/MWh.

While the first half of 2021 averaged €21.8/MWh, it was only a

fifth of the first half of 2022's average at €96.8/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, and 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,

Management report

146

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 allowed the filling of European storage ahead of

their October (80% fullness) and November (90% fullness)

targets. Storage was 83% filled by the end of 2022, considerably

above the historical average primarily due to mild temperatures

and oversupply of the European gas network.

The mild weather continued throughout the first quarter of 2023,

and storage levels for natural gas remained healthy. Additionally,

Freeport LNG, an important LNG export facility in the U.S. and

key provider to Europe strategically located in the U.S. Gulf

Coast, came back online in the first quarter of 2023 after a fire in

June 2022, further easing the supply-demand balance. Gas

prices at this time (between February and March 2023) were in

the €40-50/MWh range. The European Market Correction

Mechanism came into force on February 15, 2023, establishing

a gas price cap at €180/MWh on the front-month TTF should

some conditions be met, although it seems unlikely that these

levels will be seen again. In early March 2023, French LNG

regasification was halted amid strikes in France on pension

reform. Despite the strikes, prices slid dropped to around €40/

MWh due to mild weather as well as strong storage levels.

Storage levels were at 56% at the end of March 2023 (which is

30% higher as compared to the end of March 2022), helping to

start off the filling season in a favorable situation.

During the second quarter of 2023, persistent weak demand,

healthy supply, and head start in storage levels weighed down

on European gas prices (despite heavy maintenance from

Norwegian supply starting in May 2023). Prices slumped to a 7-

month low of €23/MWh in early June 2023. The low-price streak

was interrupted by Norwegian gas supply outages extensions

lifting prices back to €35-40/MWh. Nevertheless, the first half of

2023 ended with healthy storage levels at 77%.

In the second half of 2023 European gas prices experienced a

volatile period. Extended maintenance at Norway's Nyhamna

gas processing facility negatively affected the European gas

market. In addition, reliability issues in Norway, along with the

prospect of increased demand for LNG in Asia, especially

China, led to a strained market balance at the start of the third

quarter of 2023. Later in the third quarter of 2023, EU gas

storage facilities reached to 93% levels, a notable increase

compared to previous year (83% at the end of September

2022). This surge in storage levels led to apprehensions

regarding a possible oversupply as the quarter progressed. In

the third quarter of 2023, European gas prices increased to €43/

MWh and later declined to €37/MWh by the end of third quarter

of 2023 due to the reason discussed above. The European gas

prices averaged at €33/MWh in the third quarter of 2023.

In October 2023, the Israel-Hamas conflict raised uncertainties

over Israeli production and its ability to export gas, particularly to

Egypt which could have reduced LNG flows from Egypt to

Europe. Market’s reaction was severe; the TTF spot price

spiked from €29/MWh to €54/MWh within a week. Later in the

fourth quarter of 2023, geopolitical uncertainties receded, and

gas markets returned to the fundamental drivers where prices

followed a decreasing trend with healthy LNG supply, reduced

residential demand amid mild temperatures and high storage

levels. At the end of the fourth quarter of 2023, the TTF spot

price dropped to €32/MWh levels and average of the fourth

quarter of 2023 was €41.01/MWh. Overall, in 2023, natural gas

prices reduced to €40.8/MWh, a 66.4% decrease in comparison

to previous year.

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) experienced a less

severe price increase than other commodities in 2021, from

averaging $2.7 per million British thermal units ("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 U.S. LNG exports. As more liquefaction trains went

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. With increased

European LNG and domestic natural gas demand, Henry Hub

price averaged $6.4/MMbtu in 2022, the highest price average

since the financial crisis in 2008.

Management report

147

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.

A significant reversal was seen during the first quarter of 2023,

when warmer than average temperatures in January and

February 2023 led to reduced consumption in the residential

and commercial sectors, which was the lowest natural gas

consumption in the U.S. over the prior seven years during the

same period. Mild temperatures also led to lower withdrawals of

natural gas from underground storage. Prices increased to $2.8/

MMBtu at the end of February 2023 after operations at Freeport

LNG liquefaction plant restarted (following the fire in June 2022).

However, prices dropped again throughout the month of March

2023. The first quarter of 2023 ended with average natural gas

prices at $2.7/MMBtu.

During the second and the third quarters of 2023, natural gas

prices followed an increasing trend, averaging $2.3/MMBtu and

$2.7/MMBtu respectively. Also, 2023 filling season (from April

2023 to October 2023) started with relatively high storage

volumes. Natural gas injections into storage during summer

exceeded the five-year average. In the third quarter of 2023,

extreme temperatures across the U.S. with heatwave in Texas

and the Gulf Coast, and cooler temperatures than usual in the

Northeast maintained strong gas demand despite an

unprecedentedly high supply. Despite lower natural gas prices,

production remained at high levels in 2023. The gas (supply-

demand) balance, initially indicated an oversupply, which shifted

towards a bullish trend with the summer heat. In 2023, U.S.

natural gas inventories at the start of the winter heating season

were at their highest level since 2020. In the fourth quarter of

2023, natural gas prices reached $3.6/MMBtu and then declined

to $2.5/MMBtu at the end of the year. Overall, in 2023, Henry

Hub average natural gas prices fell to $2.7/MMBtu, a 59.2%

decrease in comparison to previous year.

Natural gas - Asia

Driven by cold weather in Asia, the 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 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 breathe. 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, the JKM traded range-

bound until the Russian government launched its invasion of

Ukraine. On March 7, 2022, the JKM reached an all-time high of

$52/MMBtu. Throughout the first half of 2022, the 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 $31.2/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.

During the first quarter of 2023, the JKM front-month contract

corrected down from high prices seen in 2022, despite the

easing of COVID-19 measures by the Chinese government. In

the first quarter of 2023, the JKM traded at an average of $18.1/

MMbtu, 41% lower as compared to the first quarter of 2022.

Prices continued their downtrend led by healthy supply-demand

balance in global markets, particularly in Europe as well as slow

demand recovery from China. The average spot price for the

second quarter of 2023, stood at $11.1/MMBtu, representing a

59% price discount to the same quarter of 2022, a level close to

the estimated price for oil-indexed Asian LNG contracts. This

prompted South Asian and Southeast Asian countries to return

to the spot market. However, demand in the region remained

relatively muted particularly due to slow Chinese industrial

revival and high LNG inventories across North Asia.

In the third and fourth quarter of 2023, two major price spikes

occurred in Asian markets. In August and October 2023,

workers at Australia’s biggest LNG terminals (a major source for

Asian LNG demand) voted for a strike action, threatened a total

of 54 bcm/y (billion cubic meters per year) LNG supply capacity.

Such a possible supply disturbance created a panic

environment in the markets and in one day the JKM price

jumped from $11.2/MMBtu to $14.3/MMBtu on August 16, 2023,

and from $14.4/MMBtu to $17.7/MMBtu on October 16, 2023.

Overall, weak LNG demand in Asia and lack of a major

competition with Europe over spot LNG cargos, led prices to fall

in the fourth quarter of 2023. In 2023 JKM average prices

slumped to $14.4/MMBtu, a 57.7% decrease in comparison to

previous year.

Management report

148

The following table shows quarterly average spot prices of

natural gas for the past three years:


Natural gas	EEX PEGAS	Reuters	Reuters
Period	TTF Spot average price € per MWh	Henry Hub Spot average price $ per MMBtu	JKM Spot average price $ per MMBtu
Period
Q1 2021	18.60	2.72	8.85
Q2 2021	25.06	2.98	9.71
Q3 2021	47.79	4.32	17.80
Q4 2021	92.14	4.84	34.95

Q1 2022	95.10	4.59	30.83
Q2 2022	98.55	7.50	27.18
Q3 2022	198.19	7.95	46.84
Q4 2022	94.27	6.09	31.23

Q1 2023	53.31	2.74	18.07
Q2 2023	35.29	2.33	11.08
Q3 2023	33.49	2.66	12.59
Q4 2023	41.01	2.92	15.82

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 2021, 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. The

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.

Similar to historical trends, in 2023 power prices mainly followed

the same trend as natural gas prices. Marginal cost of power

generation from gas power plants became the key indicator for

electricity prices. There were four key trends in 2023: nuclear

phase out of Germany, high nuclear power availability and high

hydro levels in France and overall low demand for electricity due

to reduced industrial power demand and mild temperatures in

the first and fourth quarters of 2023.

The following table shows quarterly average spot prices of

electricity in Germany, France and Belgium for the past three

years:


Electricity
Source: EEX	Germany Baseload spot average price € per MWh	France Baseload spot average price € per MWh	Belgium Baseload spot average price € per MWh
Source: EEX
Q1 2021	49.57	53.02	50.94
Q2 2021	60.27	63.85	62.28
Q3 2021	97.15	96.42	97.28
Q4 2021	178.97	221.78	204.34

Q1 2022	184.62	232.19	208.02
Q2 2022	186.98	225.99	193.92
Q3 2022	375.75	429.73	372.27
Q4 2022	192.84	214.15	202.62

Q1 2023	115.80	130.33	127.40
Q2 2023	92.29	91.58	92.81
Q3 2023	90.78	85.71	87.14
Q4 2023	82.27	81.22	82.36

Ocean freight

Throughout 2021, the dry bulk market remained firm but was

extremely volatile, particularly in the second half of the year with

the third quarter being the strongest quarter. The Baltic Dry

Index (“BDI”) average was at 2,943 points in 2021. The

Capesize and Panamax index reached a $33,333/day and

$26,898/day average in 2021, respectively. 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.

Fleet growth across all segments was relatively moderate in

2021, with an increase of 3.6% with the average dry bulk

demolition age climbing to 28.55 years, 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

Management report

149

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 an

average of $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.

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.

While 2023 started off with a deeper than usual seasonal slump

in dry cargo freight market, there was positive year-on-year data

coming out of China in the first quarter, initially signalling

economic growth. Though encouraging in the near-term, the

effect of positive trade data proved not to be particularly long

lasting as data points suggested a loss of momentum in, among

other sectors, China’s property market. While all sectors saw a

rapid uptick in rates during end-February 2023 to mid-March

2023, the Supramax and Panamax segments saw relatively

steady declines in rates after that. Capesize rates were far more

volatile, but fluctuated around the $15,000/day mark on a Time

Charter Equivalent basis during first half of 2023. However, the

fourth quarter of 2023 saw a dramatic increase in freight rates,

particularly in the Capesize market. This was culmination of a

multitude of factors, amounting to somewhat of a perfect storm,

with increased demand coming out of China, coinciding with

poor weather, and positional tonnage deficits relative to demand

in both the Atlantic and Pacific basins.

The BDI average was at 1,378 points in 2023 compared to

1,934 points in 2022. The Capesize index increased by 1.31%

year-on-year to an average of $16,389/day in 2023 compared to

$16,177/day in 2022. The Panamax index decreased by 38.01%

to an average of $12,854/day as compared to $20,736/day in

2022. In 2023, the Supramax index fell to an average of

$11,240/day as compared to $22,152/day in 2022, a 49.26%

decline.

Adding to the complexity of the global market, the conflict in

Gaza that began in October 2023 has prompted a violent

response from Houthi Rebels targeting commercial shipping in

the red sea off the coast of Yemen. This has dramatically

increased insurance premiums for vessels passing via the Suez

canal, prompting many owners to re-route their vessels via

Cape of Good Hope. Meanwhile, 2023 also saw water levels in

the Panama Canal draw down to historic lows due to

environmental factors, resulting in very limited throughput and

an auction system where at peak owners paid $1.3 million for a

slot. This resulted in a sharp reduction of vessels going via

Panama, with traffic routing via Magellan instead. Both factors

above have had the effect of reducing available supply and

maintaining relatively firm rates into 2024.

The new ETS regulations that entered into force are also

starting to have an impact as average vessel speeds dropped,

to comply with the stricter environmental requirements and to

limit costs. Furthermore, while there is a robust growth in dry

bulk trade, particularly in grains and minor bulks, challenges in

the steel and coal sectors influence the overall trade

environment.

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 (€3.6 billion as of December 31, 2023)

as a hedge of certain euro denominated investments (€8.6

billion as of December 31, 2023) 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 euro and U.S. dollar, which causes the

amount of the net investments to vary. See also note 6.3 to the

Management report

150

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, 2023, the Company is mainly subject to

foreign exchange exposure relating to the euro, Brazilian real,

Canadian dollar, Indian rupee, South African rand, Mexican

peso, Polish zloty, Argentinian peso and Ukrainian hryvnia

against the U.S. dollar resulting from its payables, receivables or

foreign operations denominated in such currencies.

In 2023, the euro appreciated against the U.S. dollar from

1.0666 on December 31, 2022 to 1.1050 on December 31,

2023. This appreciation is largely explained by the decrease in

interest rate differential, with markets anticipating the end of

hiking cycles by central banks and the start of rate cuts during

2024, expected to occur in the U.S. before the European Union.

The Polish zloty appreciated against the U.S dollar throughout

2023 from 4.39 on December 31, 2022 to 3.93 on December 31,

2023, benefiting from a high interest rate differential and

relatively better macro-economic conditions.

In 2023, the Ukrainian hryvnia value depreciated against the

U.S. dollar from 36.5686 on December 31, 2022, to 37.9824 on

December 31, 2023. Since October 2023 the National Bank of

Ukraine ("NBU") has abandoned the fixed official UAH rate

against U.S. dollar at 36.5686 (implemented since July 2022

due to geopolitical situation with Russia) and switched to a

controlled exchange rate. To do so, the NBU is being very active

on the foreign exchange market, using its foreign currency

reserves to manage the value of its currency.

The Indian rupee depreciated against the U.S. dollar from 82.67

on December 31, 2022 to 83.17 on December 31, 2023 due to

interest rate differential with the United States, inflow 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

16.96 on December 31, 2022 to 18.55 on December 31, 2023 in

the context of high inflation and energy supply disruptions in the

country.

The Canadian dollar appreciated in 2023 compared to 2022

against the U.S. dollar, from 1.35 on December 31, 2022 to 1.32

on December 31, 2023 mainly as a result of the yield differential

between U.S. and Canada.

The Mexican peso appreciated in 2023 against the U.S. dollar

from 19.55 on December 31, 2022 to 16.94 on December 31,

2023 due to high real interest rates in Mexico and a resilient

U.S. economy which leads to high remittances and provides a

favorable external balance to support the currency.

In 2023, Brazilian real appreciated against the U.S. dollar, from

5.22 on December 31, 2022 to 4.84 on December 31, 2023, due

to the relative high interest rate differential.

The Argentinian peso depreciated sharply against the U.S.

dollar from 177.16 on December 31, 2022 to 808.45 on

December 31, 2023 in connection with poor economic

conditions in the country and hyperinflation.

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 1.3 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

Management report

151

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.

As from January 1, 2024, ArcelorMittal implemented changes to

its organizational structure; see "Business overview—

Organizational structure".

Years ended December 31, 2023, 2022 and 2021

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, 2023,

2022 and 2021:


	Sales for the year ended December 31,1			Operating income (loss) for the year ended December 31,2
	2023	2022	2021	2023	2022	2021
Segment	(in $ millions)	(in $ millions)	(in $ millions)	(in $ millions)	(in $ millions)	(in $ millions)
NAFTA	12,978	13,774	12,530	1,917	2,818	2,800
Brazil	13,163	13,732	12,856	1,461	2,775	3,798
Europe	38,305	47,263	43,334	1,104	4,292	5,672
ACIS	5,422	6,368	9,854	(3,021)	(930)	2,705
Mining	3,077	3,396	4,045	1,144	1,483	2,371
Others and eliminations	(4,670)	(4,689)	(6,048)	(265)	(166)	(370)
Total	68,275	79,844	76,571	2,340	10,272	16,976

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,
	2023	2022	2021
	(in $ millions)	(in $ millions)	(in $ millions)
Corporate and shared services 1	(296)	(234)	(201)
Financial activities	(24)	(19)	(21)
Shipping and logistics	5	12	15
Intragroup stock margin eliminations	91	110	(123)
Depreciation and impairment	(42)	(35)	(40)
Total adjustments to segment operating income and other	(266)	(166)	(370)

1. Includes primarily staff and other holding costs and results from shared service activities.

Shipments and average steel selling price

ArcelorMittal steel shipments remained relatively stable at 55.6

million tonnes for the year ended December 31, 2023 as

compared to steel shipments of 55.9 million tonnes for the year

ended December 31, 2022.

On a comparable basis, excluding the shipments from

ArcelorMittal Pecém (consolidated from March 9, 2023) and

ArcelorMittal Temirtau (sold on December 7, 2023), steel

shipments in 2023 were impacted by production cuts and

outages during the year in Europe, offset in part by improved

NAFTA volumes, and declined by 4.5% as compared to 2022.

Steel shipments decreased 3.6% to 28.7 million tonnes in the

first half of 2023 as compared to 29.7 million tonnes for the first

half of 2022. Excluding the shipments of ArcelorMittal Pecém

(consolidated from March 9, 2023), steel shipments in the first

half of 2023 declined by 6.8% as compared to the first half of

2022 (impacted by outages in Europe and lower demand in

Management report

152

Brazil, including exports). Steel shipments increased 2.9% to

27.0 million tonnes in the second half of 2023 compared to 26.2

million tonnes in the second half of 2022, mainly due to the

shipments of ArcelorMittal Pecém and improved shipments from

NAFTA segment. Excluding the shipments from ArcelorMittal

Pecém, steel shipments in the second half of 2023 declined by

2.9% as compared to the second half of 2022 (mainly impacted

by the lower demand in Europe).

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.

Average steel selling prices decreased by 13.5% for the year

ended December 31, 2023 as compared to the year ended

December 31, 2022 in line with international steel selling prices.

Average steel selling prices decreased by 14.7% in the first half

of 2023, as compared to the first half of 2022, when prices

benefited from restocking demand following the outbreak of war

in Ukraine. Average steel selling prices decreased by 11.8% in

the second half of 2023, as compared to the second half of

2022, in line with international prices.

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.

Sales

ArcelorMittal had sales of $68.3 billion for the year ended

December 31, 2023, representing a 14.5% decrease from sales

of $79.8 billion for the year ended December 31, 2022, primarily

due to 13.5% lower average steel selling prices. In the first half

of 2023, sales were $37.1 billion, decreasing from $44.0 billion

in the first half of 2022, primarily due to lower steel shipments

and 15% lower average steel selling prices. In the second half of

2023, sales of $31.2 billion represented a 13.1% decrease as

compared to sales of $35.9 billion in the second half of 2022,

primarily driven by an 11.8% decrease in average steel selling

prices, a negative currency translation impact offset in part by

2.9% higher steel shipments.

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.

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, 2023 was $63.5 billion as

compared to $67.3 billion for the year ended December 31,

2022, mainly driven by lower coal and energy costs (see below

for more details). Cost of sales for the year ended December 31,

2023 included $1.5 billion foreign exchange translation losses

and impairment charges of $0.9 billion in connection with the

sale of ArcelorMittal Temirtau, the Company's steel and mining

operations in Kazakhstan, of which $0.7 billion impairment of

property, plant and equipment and $0.2 billion impairment of

ACIS goodwill. Cost of sales for the year ended December 31,

2023 also included $0.1 billion impairment of property, plant and

equipment of the Long operations of ArcelorMittal South Africa.

For the years ended December 31, 2023, 2022, and 2021, cost

of sales included the following energy costs:

Management report

153


in millions of USD	2023	2022	2021
Electricity for production	3,129	4,360	3,289
Natural and other gases	1,887	3,326	2,242
Other energy and utilities	1,799	1,902	1,323
Total	6,815	9,588	6,854

Energy costs represented 11%, 14% and 12% of cost of sales

for the years ended December 31, 2023, 2022, and 2021,

respectively. 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.

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 offset in part by lower shipments. Cost of sales for

the year ended December 31, 2022 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.

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.

Depreciation for the year ended December 31, 2023, was $2.7

billion, slightly higher as compared to $2.6 billion for the year

ended December 31, 2022 primarily due to the acquisition of

ArcelorMittal Texas HBI on June 30, 2022 and ArcelorMittal

Pecém on March 9, 2023. In 2022, 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.

Selling, general and administrative expenses

Selling, general and administrative expenses ("SG&A") were

$2.4 billion for the year ended December 31, 2023 as compared

to $2.3 billion for the year ended December 31, 2022 and $2.3

billion for the year ended December 31, 2021. SG&A as a

percentage of sales increased for the year ended December 31,

2023 (3.5%) as compared to 2022 (2.8%) and 2021 (2.9%).

Operating income

ArcelorMittal’s operating income for the year ended December

31, 2023 was $2.3 billion as compared to $10.3 billion for the

year ended December 31, 2022, primarily driven by negative

price-cost effect (predominantly on account of lower average

steel selling prices (13.5%) driving a decline in steel spreads

with the pace of the decline in steel prices being greater than

the reduction in the raw material basket and energy costs.

Operating income for the year ended December 31, 2023

included a $2.4 billion charge relating to the disposal of

ArcelorMittal Temirtau including $0.9 billion of impairment of

property, plant and equipment and goodwill and $1.5 billion

cumulative foreign exchange translation losses (previously

recognized in equity) recycled through the consolidated

statements of operations.

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.


NAFTA
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2023	2022	2021
Sales	12,978	13,774	12,530
Depreciation	(535)	(427)	(325)
Operating income	1,917	2,818	2,800
Crude steel production (thousand tonnes)	8,727	8,271	8,487
Flat product shipments	8,220	7,121	6,879
Long product shipments	2,734	2,739	3,088
Others and eliminations	(390)	(274)	(381)
Total steel shipments (thousand tonnes) *	10,564	9,586	9,586
Average steel selling price (USD/tonne)	1,024	1,215	1,128

* NAFTA steel shipments include slabs sourced by NAFTA from Group subsidiaries

(primarily from Brazil) and sold to the Calvert joint venture which are then

eliminated on consolidation. These shipments, which vary between periods due

to slab sourcing mix and timing of vessels in a period, amounted to 1,660,000

tonnes, 1,173,000 tonnes and 1,152,000 tonnes in 2023, 2022 and 2021,

respectively.

Crude steel production, steel shipments and average steel

selling price

Crude steel production for the NAFTA segment increased 5.5%

to 8.7 million tonnes for the year ended December 31, 2023 as

Management report

154

compared to 8.3 million tonnes for the year ended December

31, 2022. Crude steel production increased 7.3% to 4.4 million

tonnes in the first half of 2023 as compared to 4.1 million tonnes

the first half of 2022, which was impacted by labor actions in

Mexico and in Long Products Canada and maintenance in

Canada. Crude steel production increased 3.8% to 4.3 million

tonnes in the second half of 2023 as compared to 4.1 million

tonnes in the second half of 2022, which was impacted by

planned maintenance.

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.

Steel shipments in the NAFTA segment increased by 10.2% for

the year ended December 31, 2023 to 10.6 million tonnes as

compared to the 9.6 million tonnes for the year ended

December 31, 2022. Steel shipments increased 10.9% to 5.4

million tonnes for the first half of 2023, from 4.9 million tonnes

for the first half of 2022 primarily due to higher slab shipments

sourced from the Brazil segment for Calvert and higher steel

shipments in Mexico. Steel shipments increased by 9.4% to 5.1

million tonnes in the second half of 2023, as compared to the

4.7 million tonnes in the second half of 2022, primarily due to

the higher slab shipments sourced from Brazil and sold to the

Calvert joint venture, and higher steel shipments in Mexico.

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.

Average steel selling prices in NAFTA segment decreased

15.7% for the year ended December 31, 2023 as compared to

the year ended December 31, 2022. In the first half of 2023,

average steel selling prices were 20.2% lower than in the first

half of 2022, in line with the trend in market prices. Average

steel selling prices in the second half of 2023 were 10.0% lower

as compared to the second half of 2022, in line with the trend in

market prices.

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 in 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.

Sales

Sales in the NAFTA segment were $13.0 billion for the year

ended December 31, 2023, representing a 5.8% decrease as

compared to the year ended December 31, 2022. Sales in the

NAFTA segment decreased 7.6% to $6.8 billion for the first half

of 2023 as compared to $7.4 billion for the first half of 2022,

mainly due to 20.2% lower average steel selling prices, offset in

part by 10.9% higher steel shipment volumes and the impact of

consolidation of ArcelorMittal Texas HBI. Sales in the NAFTA

segment in the second half of 2023 decreased by 3.6% as

compared to the second half of 2022, mainly due to 10.0% lower

average steel selling prices, partially offset by the 9.4% increase

in steel shipments.

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.

Operating income

Operating income for the NAFTA segment decreased by 32.0%

to $1.9 billion for the year ended December 31, 2023, compared

to $2.8 billion for the year ended December 31, 2022, mainly

due to negative price-cost effect driven by lower average steel

selling prices offset in part by higher steel shipments. In the first

half of 2023, operating income for the NAFTA segment was

$1,117 million, as compared to $1,871 million in the first half of

2022, mainly driven by a significant negative price-cost effect

offset in part by higher steel shipments and the contribution from

ArcelorMittal Texas HBI. Operating income for the NAFTA

segment in the second half of 2023 decreased by 15.5%, as

compared to the second half of 2022, mainly due to negative

price-cost effect partially offset by an increase in steel

shipments.

Management report

155

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.


Brazil
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2023	2022	2021
Sales	13,163	13,732	12,856
Depreciation	(341)	(246)	(228)
Operating income	1,461	2,775	3,798
Crude steel production (thousand tonnes)	13,986	11,877	12,413
Flat product shipments	8,833	6,423	6,425
Long product shipments	4,905	5,179	5,332
Others and eliminations	(57)	(86)	(62)
Total steel shipments (thousand tonnes)	13,681	11,516	11,695
Average steel selling price (USD/tonne)	939	1,114	1,030

Crude steel production, steel shipments and average steel

selling price

Crude steel production for the Brazil segment increased 17.8%

to 14.0 million tonnes for the year ended December 31, 2023 as

compared to 11.9 million tonnes for the year ended December

31, 2022 primarily due to the consolidation of ArcelorMittal

Pecém from March 9, 2023. On a scope adjusted basis

excluding the impact of ArcelorMittal Pecém, crude steel

production was 3.6% lower in 2023 compared to 2022, primarily

due to lower demand. Crude steel production in the Brazil

segment increased 10.8% to 6.8 million tonnes in the first half of

2023 as compared to 6.1 million tonnes for the first half of 2022,

primarily due to the consolidation of ArcelorMittal Pecém from

March 9, 2023. On a scope adjusted basis excluding the impact

of ArcelorMittal Pecém, crude steel production for the first half of

2023 was 5.3% lower as compared to the first half of 2022, due

to lower demand including exports (in particular in the first

quarter of 2023). Crude steel production in the Brazil segment

increased 25.2% to 7.2 million tonnes for the second half of

2023 as compared to 5.8 million tonnes for the second half of

2022, primarily due to the consolidation of ArcelorMittal Pecém

(as discussed above). On a scope adjusted basis excluding the

impact of ArcelorMittal Pecém, crude steel production for the

second half of 2023 was 1.7% lower as compared to the second

half of 2022, primarily due to lower demand in Argentina.

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.

Steel shipments increased 18.8% to 13.7 million tonnes for the

year ended December 31, 2023 as compared to 11.5 million

tonnes for the year ended December 31, 2022. On a scope

adjusted basis excluding the impact of ArcelorMittal Pecém,

steel shipments decreased 2.8% in 2023 as compared to 2022.

Steel shipments increased 8.0% to 6.5 million tonnes in the first

half of 2023 as compared to 6.0 million tonnes for the first half of

2022, primarily due to the impact of ArcelorMittal Pecém. On a

scope adjusted basis excluding the impact of ArcelorMittal

Pecém, steel shipments for the first half of 2023 were 7.9%

lower as compared to the first half of 2022 due to lower demand

including exports. Steel shipments in the second half of 2023

increased 30.8% as compared to the second half of 2022,

primarily due to due to the impact of ArcelorMittal Pecém. On a

scope adjusted basis excluding the impact of ArcelorMittal

Pecém, steel shipments for the second half of 2023 were 2.9%

higher as compared to the second half of 2022.

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.

Average steel selling prices decreased 15.7% for the year

ended December 31, 2023 as compared to the year ended

December 31, 2022, in line with the trend in market prices.

Average steel selling prices decreased 12.8% in the first half of

2023 compared to the first half of 2022 in line with the trend in

market prices. Average steel selling prices decreased 18.1% in

second half of 2023 as compared to the second half of 2022, in

line with the trend in market prices.

Management report

156

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.

Sales

In the Brazil segment, sales decreased 4.1% to $13.2 billion for

the year ended December 31, 2023 as compared to $13,7 billion

for the year ended December 31, 2022, primarily due to 15.7%

lower average steel selling prices offset in part by 18.8% higher

steel shipments, mainly due to the impact of ArcelorMittal

Pecém. In the first half of 2023, sales decreased 6.2% to $6.9

billion as compared to $7.4 billion for the first half of 2022

primarily due to 12.8% lower average steel selling prices offset

in part by 8.0% higher steel shipments (including ArcelorMittal

Pecém). In the second half of 2023, sales decreased 1.8% to

$6.3 billion as compared to $6.4 billion for the second half of

2022, driven by an 18.1% decrease in average steel selling

prices and the devaluation of the Argentinian peso, offset by a

30.8% increase in shipments.

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

2021, driven by a 6.6% decrease in shipments and 2.8%

decrease in average steel selling prices.

Operating income

Operating income for the Brazil segment was $1.5 billion for the

year ended December 31, 2023, representing a 47.3% decrease

as compared to the year ended December 31, 2022, primarily

due to a negative price-cost effect and the impact of the

devaluation of the Argentinian peso offset in part by the

contribution from ArcelorMittal Pecém. Operating income in the

first half of 2023 was $876 million as compared to $1,875 million

in the first half of 2022. Operating income decreased 53.3%

primarily driven by negative price-cost effect, partly offset by

higher steel shipments (including the contribution from

ArcelorMittal Pecém). Operating income decreased 35.0% to

$585 million in the second half of 2023 from $901 million in the

second half of 2022, mainly due to a negative price-cost effect,

and the impact of the devaluation of the Argentinian peso,

partially offset by the contribution from ArcelorMittal Pecém.

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.


Europe
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2023	2022	2021
Sales	38,305	47,263	43,334
Depreciation	(1,241)	(1,268)	(1,252)
Net impairment reversal	—	—	218
Operating income	1,104	4,292	5,672
Crude steel production (thousand tonnes)	28,827	31,904	36,795
Flat product shipments	19,570	21,387	23,485
Long product shipments	8,001	8,321	9,236
Others and eliminations	500	474	461
Total steel shipments (thousand tonnes)	28,071	30,182	33,182
Average steel selling price (USD/tonne)	1,039	1,191	986

Crude steel production, steel shipments and average steel

selling price

Crude steel production for the Europe segment decreased 9.6%

to 28.8 million tonnes for the year ended December 31, 2023 as

compared to 31.9 million tonnes for the year ended December

31, 2022, mainly due to lower demand and outages of blast

furnaces. In the first quarter of 2023, the Company gradually

restarted previously curtailed crude steel capacity to meet

demand as apparent demand conditions improved following the

aggressive destock in the second half of 2022 but in late March

2023, the Company was impacted by incidents that temporarily

disabled blast furnaces at Gijón, Spain (blast furnace A) and at

Dunkirk, France (blast furnace #4). These blast furnaces were

restarted in mid-July 2023 but crude steel production was still

negatively impacted by slow ramp up in third quarter of 2023.

Crude steel production in the fourth quarter of 2023 was

negatively impacted by a reline of blast furnace A at Ghent

(Belgium) and planned maintenance of blast furnace #2 at

Management report

157

Bremen (Germany), both of which restarted in early December

2023, and production cuts at blast furnace #1 in Fos-sur-Mer

(France). Crude steel production decreased 13.1% to 14.7

million tonnes in the first half of 2023 from 16.9 million tonnes in

the first half of 2022 and 5.7% to 14.1 million tonnes in the

second half of 2023 from 15.0 million tonnes in the second half

of 2022 for the above-mentioned reasons.

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 (renamed

Acciaierie d’Italia) between Invitalia and ArcelorMittal. 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 the

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 quarters 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 gradually restarted

capacity.

Steel shipments were 28.1 million tonnes for the year ended

December 31, 2023, representing a 7.0% decrease from steel

shipments of 30.2 million tonnes for the year ended December

31, 2022, primarily due to lower production as discussed above

and weaker demand (including weaker construction-related

demand). Steel shipments decreased 7.8% to 15.0 million

tonnes in the first half of 2023, from 16.3 million tonnes in the

first half of 2022 mainly due to lower production as discussed

above and weaker demand. Steel shipments decreased 6.0% in

the second half of 2023 compared to the second half of 2022,

primarily due to curtailed production in light of continued weak

apparent demand driven by destocking and construction-related

demand.

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.

Average steel selling prices decreased 12.7% for the year

ended December 31, 2023 as compared to the year ended

December 31, 2022. Average steel selling prices decreased

14.2% in the first half of 2023 as compared to the first half of

2022 in line with the trend in market prices. Average steel selling

prices decreased by 10.8% during the second half of 2023 as

compared to the second half of 2022, in line with the trend in

market prices.

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.

Sales

Sales in the Europe segment were $38.3 billion for the year

ended December 31, 2023, representing a 19.0% decrease as

compared to sales of $47.3 billion for the year ended December

31, 2022, primarily due to a 12.7% decrease in average steel

selling prices and 7.0% lower steel shipments. In the first half of

2023, sales decreased by 19.1% to $21.4 billion as compared to

$26.5 billion in the first half of 2022, primarily due to a 14.2%

decrease in average steel selling prices and 7.8% lower steel

shipments. In the second half of 2023, sales decreased by

18.7% to $16.9 billion as compared to $20.8 billion in the

second half of 2022, primarily due to a 10.8% decrease in

average steel selling prices and 6.0% lower steel shipments.

Management report

158

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.

Operating income

Operating income for the Europe segment for the year ended

December 31, 2023 was $1,104 million as compared to

operating income of $4,292 million for the year ended December

31, 2022. Operating income was lower in 2023 primarily due to

a negative price-cost effect and lower shipments offset in part by

lower energy costs. Operating income was $933 million for the

first half of 2023 as compared to $4,144 million for the first half

of 2022, primarily due to a negative price-cost effect and lower

shipments offset in part by lower energy costs. Operating

income was marginally higher at $171 million for the second half

of 2023 as compared to $148 million for the second half of 2022,

which had been impacted by $0.5 billion inventory-related

charges.

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 the

third quarter of 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.


ACIS
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2023	2022	2021
Sales	5,422	6,368	9,854
Depreciation	(278)	(369)	(450)
Impairment	(1,038)	(1,026)	—
Operating (loss) income	(3,021)	(930)	2,705
Crude steel production (thousand tonnes)	6,527	6,949	11,366
CIS	3,615	4,221	7,883
Africa	2,412	2,160	2,473
Others and eliminations	(9)	(3)	4
Steel shipments (thousand tonnes)	6,018	6,378	10,360
Average steel selling price (USD/tonne)	706	817	780

Crude steel production, steel shipments and average steel

selling price

On December 7, 2023, the Company completed the sale of

ArcelorMittal Temirtau (its Kazakhstan steel and mining

operations) to QIC.

Crude steel production for the ACIS segment decreased 6.1% to

6.5 million tonnes for the year ended December 31, 2023 from

6.9 million tonnes for the year ended December 31, 2022. On a

scope adjusted basis, i.e. excluding Kazakhstan, steel

production increased by 3.9% in 2023 as compared to 2022. In

the first half of 2023, crude steel production decreased 12.4% to

3.3 million tonnes as compared to 3.7 million tonnes in the first

half of 2022, primarily due to lower steel production in Ukraine

driven by the ongoing war. In the second half of 2023, crude

steel production marginally increased 1.3% to 3.3 million tonnes

as compared to 3.2 million tonnes in the second half of 2022,

primarily due to increased production in Ukraine offset in part by

the effect of the sale of ArcelorMittal Temirtau operations. On a

scope adjusted basis, i.e. excluding Kazakhstan, steel

production increased by 21% in the second half of 2023 as

Management report

159

compared to the second half of 2022, mainly due to the

increased production in Ukraine.

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 has

been operating one of three blast furnaces. Blast furnace No.6

(approximately 20% of AMKR 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.

Steel shipments for the year ended December 31, 2023

decreased by 5.7% to 6.0 million tonnes as compared to 6.4

million tonnes for the year ended December 31, 2022. On a

scope adjusted basis, i.e. excluding Kazakhstan, steel

shipments increased by 1.9% in 2023 as compared to 2022. In

the first half of 2023, steel shipments in the ACIS segment

decreased 8.9% to 3.0 million tonnes from 3.3 million tonnes for

the first half of 2022, primarily due to the ongoing war in

Ukraine. In the second half of 2023, steel shipments marginally

decreased by 2.2% to 3.0 million tonnes from 3.1 million tonnes

for the second half of 2022, primarily due to the sale of

ArcelorMittal Temirtau.

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.

Average steel selling prices decreased 13.6% for the year

ended December 31, 2023 as compared to the year ended

December 31, 2022 in line with the market trends. Average steel

selling prices decreased 16.7% and 9.3% in the first and second

half of 2023 as compared to the first and second half of 2022,

respectively.

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 of 2021, respectively.

Sales

Sales in the ACIS segment were $5.4 billion for the year ended

December 31, 2023, representing a 14.9% decrease as

compared to the year ended December 31, 2022, primarily due

to a 5.7% decrease in steel shipments due to the ongoing war in

Ukraine and the sale of ArcelorMittal Temirtau operations as

discussed above and 13.6% lower average steel selling prices.

In the first half of 2023, sales decreased 20.6% to $2.8 billion as

compared to $3.6 billion in the first half of 2022, primarily due to

8.9% lower steel shipments and 16.7% lower average steel

selling prices. In the second half of 2023, sales decreased by

7.5% to $2.6 billion as compared to $2.8 billion in the second

half of 2022 primarily due to 9.3% lower average steel selling

prices.

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.

Operating (loss) income

Operating loss for the ACIS segment was $3.0 billion for the

year ended December 31, 2023 as compared to $0.9 billion for

the year ended December 31, 2022. Besides the continuing

impact of the conflict between Russia and Ukraine, lower

average steel selling prices and lower steel shipments,

operating loss for the year ended December 31, 2023 included a

$2.4 billion charge relating to the disposal on December 7, 2023

of ArcelorMittal Temirtau, the Company's steel and mining

operations in Kazakhstan, including $0.7 billion of impairment of

property, plant and equipment, $0.2 billion impairment of ACIS

goodwill (see note 5.3 to the consolidated financial statements)

and $1.5 billion cumulative foreign exchange translation losses

(previously recognized in equity) recycled through the

consolidated statements of operations. Operating loss for the

year ended December 31, 2023 also included $0.1 billion

Management report

160

impairment with respect to the Long operations of ArcelorMittal

South Africa (see note 5.3 to the consolidated financial

statements). Operating loss for the first half of 2023 was $0.2

billion as compared to operating income of $0.3 billion for the

first half of 2022, primarily due to lower steel shipments, lower

average steel selling prices and the impact of the war in

Ukraine. In the second half of 2023, operating loss of the ACIS

segment amounting to $2.8 billion included the above-

mentioned charges related to ArcelorMittal Temirtau and the

Long business of ArcelorMittal South Africa, as compared to

operating loss of $1.3 billion for the second half of 2022 (which

was negatively impacted by a $1.0 billion impairment charge

relating to ArcelorMittal Kryviy Rih’s property, plant and

equipment and intangibles, as described below).

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.


Mining
	Performance for the year ended December 31,
(in millions of USD unless otherwise shown)	2023	2022	2021
Sales	3,077	3,396	4,045
Depreciation	(238)	(234)	(228)
Operating income	1,144	1,483	2,371
Iron ore production (million tonnes)	26.0	28.6	26.2
Iron ore shipments (million tonnes)	26.4	28.0	26.0


	Note			For the year ended December 31,
Iron ore production (million metric tonnes)	1	Type	Product	2023	2022	2021
AMMC		Open pit	Concentrate, lump, fines and pellets	22.4	24.2	22.0
AML		Open pit / Underground	Fines	3.6	4.4	4.2
Total iron ore production				26.0	28.6	26.2

1. Total of all finished production of fines, concentrate, pellets and lumps.

Production

The Mining segment had iron ore production of 26.0 million

tonnes for the year ended December 31, 2023, a 9.1% decrease

compared to the year ended December 31, 2022. Iron ore

production of 13.1 million tonnes decreased 7.9% for the first

half of 2023 compared to 14.2 million tonnes in the first half of

2022 reflecting primarily lower iron ore production in AMMC due

to unplanned maintenance. Iron ore production decreased

10.6% in the second half of 2023 compared to the second half

of 2022 primarily due to lower production in Liberia where the

rail operations were severely impacted by damages to a rail

bridge in early November 2023.

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.

Sales

Sales in the Mining segment were $3.1 billion for the year ended

December 31, 2023, representing a 9.4% decrease as

compared to $3.4 billion for the year ended December 31, 2022

as a result of 5.8% decrease in shipments following above-

mentioned lower production. Sales in the first half of 2023

decreased 18.3% to $1.6 billion compared to $1.9 billion for the

same period in 2022 primarily due to 15.6% lower iron ore

reference prices and 1.9% lower iron ore shipments. Sales in

the second half of 2023 and 2022 remain stable at $1.5 billion

as the increase in iron ore reference prices was largely offset by

lower shipments.

Management report

161

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 to external customers were $1.2 billion for the year ended

December 31, 2023, representing a decrease of 10.3% as

compared to the year ended December 31, 2022 due to lower

selling prices.

Iron ore shipments to external customers were 10.0 million

tonnes for the year ended December 31, 2023, representing an

8.4% decrease as compared to 10.9 million tonnes for the year

ended December 31, 2022, primarily due to lower production in

AMMC and Liberia.

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.

The average reference iron ore price was $119.5 per tonne in

2023, $120.3 per tonne in 2022 and $159.9 per tonne in 2021

(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 22.9% lower at

$1,144 million for the year ended December 31, 2023 as

compared to $1,483 million for the year ended December 31,

2022, primarily driven by lower quality premia, lower shipments

and higher costs partly offset by lower freight. Operating income

decreased to $599 million in the first half of 2023 compared to

$974 million in the first half of 2022, primarily due to lower

seaborne iron ore reference prices, lower shipments as

discussed above and lower quality premia partially offset by

lower freight costs. Operating income increased by 7.1% to

$545 million in the second half of 2023 as compared to $509

million in the second half of 2022 primarily due to 19.9% higher

seaborne iron ore prices in the second half of 2023 compared to

the second half of 2022, offset in part by lower shipments and

lower quality premia.

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.

Income or loss from and impairments of investments in

associates, joint ventures and other investments

Income from investments in associates, joint ventures and other

investments was relatively stable at $1.2 billion for the year

ended December 31, 2023, compared to $1.3 billion for the year

ended December 31, 2022.

Income from investments in associates, joint ventures and other

investments benefited from higher contributions from AMNS

India and Chinese investees in 2023. Income from investments

in associates, joint ventures and other investments included the

annual dividend from Erdemir of $117 million in 2022, with no

such dividend received in 2023.

Income from investments in associates, joint ventures and other

investments was lower at $711 million for the first half of 2023,

as compared to $1,137 million for the first half of 2022, primarily

due to lower contributions from AMNS Calvert and European

investees, which experienced similar dynamics to those

affecting the Company, partially offset by the higher contribution

from AMNS India.

AMNS India

AMNS India production increased by 11.5% from 6.7 million

tonnes in 2022 to 7.5 million tonnes in 2023 and shipments

increased by 12.1% from 6.5 million tonnes in 2022 to 7.3

million tonnes in 2023. Crude steel production and steel

shipments of AMNS India increased by 4.7% and 8.2%,

respectively, from 3.4 million tonnes in the first half of 2022 to

3.6 million tonnes in the first half of 2023 and from 3.2 million

tonnes in the first half of 2022 to 3.5 million tonnes in the first

Management report

162

half of 2023, respectively. Crude steel production and steel

shipments of AMNS India increased by 18.8% and 15.7%,

respectively, from 3.3 million tonnes in the second half of 2022

to 3.9 million tonnes in the second half of 2023 and from 3.2

million tonnes in the second half of 2022 to 3.7 million tonnes in

the second half of 2023, respectively. AMNS India’s results in

the second half of 2023 also reflected the unwinding of a natural

gas hedges.

AMNS Calvert

Hot strip mill production1 for AMNS Calvert increased by 7.7%

from 4.3 million tonnes in 2022 to 4.7 million tonnes in 2023 and

shipments2 increased by 5.7% from 4.2 million tonnes in 2022 to

4.5 million tonnes in 2023. AMNS Calvert's production1

increased by 7.7% from 2.3 million tonnes in the first half of

2022 to 2.4 million tonnes in the first half of 2023 while steel

shipments2 remained stable at 2.3 million tonnes in the first half

of 2022 and 2023. AMNS Calvert is constructing a new 1.5

million tonnes EAF and caster whose estimated completion has

been extended to the second half of 2024 (previously second

half of 2023) largely due to enlarged scope and inflation. The

joint venture is to invest approximately $1 billion. An option to

add a further 1.5 million tonnes EAF at lower capital expenditure

intensity is being studied. AMNS Calvert's production1 increased

by 7.8% from 2.1 million tonnes in the second half of 2022 to 2.2

million tonnes in the second half of 2023 while steel shipments2

increased by 10.7% from 1.9 million tonnes in the second half of

2022 to 2.1 million tonnes in the second half of 2023. Increased

production and shipments were due to improved demand

conditions. AMNS Calvert’s results were negatively impacted in

the second half of 2023 by negative price cost effect, weaker

product mix and higher maintenance costs.

Income in the first half of 2022 included also the annual dividend

received from Erdemir of $117 million with no such dividend

received in the first half of 2023. Income from investments in

associates, joint ventures and other investments was higher at

$473 million for the second half of 2023, as compared to $180

million for the second half of 2022, primarily due to higher

contributions from AMNS India and Chineese investees, partially

offset by the lower contribution from European investees.

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.

AMNS India

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. 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. 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 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).

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 Calvert's 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. During 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. AMNS Calvert's 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 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.

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

Management report

163

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 third quarter of 2022, European

investees were impacted by a negative price-cost effects.

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.

Impairments of investments in joint ventures, associates and

other investments were $1.4 billion in the year ended December

31, 2023 with respect to Acciaierie d'Italia due to a downward

revision of expected future cash flows together with the

uncertainty regarding its future, see also note 2.3 to

consolidated financial statements. No such impairments were

recorded in 2022 or 2021.

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 $0.9 billion for the year ended

December 31, 2023 as compared to $0.3 billion for the year

ended December 31, 2022. Net interest expense (interest

expense less interest income) was lower at $145 million for the

year ended December 31, 2023 as compared to $213 million for

the year ended December 31, 2022, due to higher interest

income in Argentina from investments in currency-protected

funds.

Foreign exchange losses were $48 million as compared to

foreign exchange gains of $191 million for the years ended

December 31, 2023 and 2022, respectively.

Other net financing costs (including expenses related to true

sale of receivables ("TSR"), 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, 2023 compared to $0.3 billion

for the year ended December 31, 2022. 2022 included mark-to-

market losses related to the mandatory convertible bond call

option totaling $16 million.

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 losses were $48 million as compared to

foreign exchange gains of $191 million and foreign exchange

losses of $155 million for the years ended December 31, 2023,

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 $44 million for the

year ended December 31, 2021.

Income tax expense (benefit)

ArcelorMittal recorded an income tax expense of $0.2 billion for

the year ended December 31, 2023 as compared to $1.7 billion

for the year ended December 31, 2022 reflecting overall lower

taxable income. See note 10.1 to the consolidated financial

statements.

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’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

164

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, 2023, 2022 and 2021 are as set forth below:


	2023		2022		2021
	Statutory income tax	Statutory income tax rate	Statutory income tax	Statutory income tax rate	Statutory income tax	Statutory income tax rate
Argentina	80	35.00%	100	35.00%	103	35.00%
Belgium	(12)	25.00%	238	25.00%	149	25.00%
Brazil	153	34.00%	698	34.00%	943	34.00%
Canada	470	25.90%	747	25.90%	835	25.90%
France	(116)	25.82%	158	25.82%	231	25.82%
Germany	(154)	30.30%	82	30.30%	134	30.30%
Italy	3	24.00%	(14)	24.00%	(8)	24.00%
Kazakhstan	(69)	20.00%	26	20.00%	149	20.00%
Liberia	(18)	25.00%	—	25.00%	16	25.00%
Luxembourg	806	24.94%	633	24.94%	660	24.94%
Mexico	49	30.00%	148	30.00%	238	30.00%
The Netherlands	(627)	25.80%	(9)	25.80%	(13)	25.80%
Poland	(71)	19.00%	49	19.00%	155	19.00%
South Africa	(58)	27.00%	47	27.00%	136	28.00%
Spain	(1)	25.00%	26	25.00%	70	25.00%
Ukraine	(56)	18.00%	(267)	18.00%	202	18.00%
United States	83	21.00%	103	21.00%	58	21.00%
Others	(8)		53		88
Total	454		2,818		4,146

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 $103

million, $236 million and $609 million for the years ended

December 31, 2023, 2022 and 2021, respectively. Net income

attributable to non-controlling interests decreased in 2023

compared to 2022 and in 2022 compared to 2021 primarily as a

result of lower operating performance.

Net income attributable to equity holders of the parent

ArcelorMittal’s net income attributable to equity holders of the

parent was $0.9 billion, $9.3 billion and $15.0 billion for the

years ended December 31, 2023, 2022 and 2021, respectively.

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, 2023, ArcelorMittal’s cash and cash

equivalents and restricted cash amounted to $7.8 billion

(including restricted cash of $97 million, of which $54 million

relating to various environmental obligations, true sales of

receivables programs and letter of credits issued in ArcelorMittal

South Africa) as compared to $9.4 billion (including restricted

Management report

165

cash of $114 million, of which $52 million relating to various

environmental obligations and true sales of receivables

programs in ArcelorMittal South Africa) as of December 31,

2022. In addition, ArcelorMittal had available borrowing capacity

of $5.4 billion under its $5.5 billion revolving credit facility as of

December 31, 2023 compared to $5.5 billion as of December

31, 2022. 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, 2023, ArcelorMittal’s total debt, which

includes long-term debt and short-term debt was $10.7 billion,

compared to $11.7 billion as of December 31, 2022.

Net debt (defined as long-term debt ($8.4 billion) plus short-term

debt ($2.3 billion), less cash and cash equivalents, restricted

cash and other restricted funds ($7.8 billion)) was $2.9 billion as

of December 31, 2023, up from $2.2 billion at December 31,

2022, comprised of long-term debt ($9.1 billion) plus short-term

debt ($2.6 billion), less cash and cash equivalents and restricted

cash ($9.4 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, 2023 and 2022 was 5% and 4%,

respectively. See note 6.3 to the consolidated financial

statements.

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' and its

outlook was changed to positive by Moody's on February 19,

2024. On June 16, 2023, Standard & Poor's revised its outlook

on ArcelorMittal to positive on expected strengthening of the

business and affirmed a long-term credit rating of 'BBB-'. See

"Introduction—Risk Factors and Controls—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.

On April 27, 2021, the revolving credit facility was amended so

that the margin payable would 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 and was

fully available as of December 31, 2023.

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,

2023.

As of December 31, 2023, ArcelorMittal had guaranteed $234

million of debt of its operating subsidiaries compared to $92

million as of December 31, 2022. See also note 9.4 to the

consolidated financial statements for a description of guarantees

by ArcelorMittal for joint ventures indebtedness of $5.0 billion as

of December 31, 2023 including $3.5 billion issued on behalf of

AMNS India, $421 million issued on behalf of Calvert, $480

million in relation to outstanding lease liabilities for vessels

operated by Global Chartering and $208 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 ("JBIC"), 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 agreements are both guaranteed by ArcelorMittal and NSC

in proportion to their interests in the joint venture, 60% and 40%.

On April 28, 2021, the syndicate of Japanese banks amended

the agreement and 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).

On March 30, 2023, AMNS Luxembourg entered into an

additional $5 billion loan agreement ("JBIC co-financing loan")

with the same syndicate of Japanese banks. As for the above-

mentioned loan, the obligations of AMNS Luxembourg under the

term loan agreement are guaranteed by ArcelorMittal and NSC

in proportion to their interests in the joint venture, 60% and 40%,

respectively. The proceeds obtained through the JBIC co-

financing loan will be used to finance the expansion of AMNS

India’s steelmaking capacity at its Hazira plant from 8.6 million

tonnes to 15 million tonnes. In addition to the primary

Management report

166

steelmaking capacity expansion, the project includes the

development of downstream rolling and finishing facilities that

will enhance AMNS India’s ability to produce value-added steels

for sectors including defense, automotive and infrastructure.

The following table summarizes the repayment schedule of

ArcelorMittal’s outstanding indebtedness, which includes short-

term and long-term debt, as of December 31, 2023.


	Repayment amounts per year (in billions of $)
Type of indebtedness as of December 31, 2023		2024	2025	2026	2027	2028	>2028	Total
Bonds		0.9	1.0	1.1	1.2	—	2.6	6.8
Commercial paper		0.7	—	—	—	—	—	0.7
Lease liabilities and other loans		0.7	0.7	0.2	0.5	0.2	0.9	3.2
Total gross debt		2.3	1.7	1.3	1.7	0.2	3.5	10.7

The average debt maturity of the Company was 5.7 years as of

December 31, 2023 and December 31, 2022.

Further information regarding ArcelorMittal’s outstanding short-

term and long-term indebtedness as of December 31, 2023,

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

2023, 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

incorporated 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 consist of $5.4 billion until December 19, 2025

($5.5 billion until December 19, 2023). As of December 31,

2023, $5.4 billion was fully available under the Facility.

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 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

On March 14, 2023, the Company through its wholly-owned

subsidiary Hera Ermac made an early repayment of 226,666 of

the 666,666 outstanding unsecured and unsubordinated bonds

mandatorily convertible into preferred shares of such subsidiary

for a total cash consideration of $340 million. See notes 6.3 and

11.2 to the consolidated financial statements. On December 21,

2023, the Company extended the conversion date of its bonds

mandatorily convertible into preferred shares to January 30,

2026.

Mandatory convertible notes

On May 19, 2023, upon mandatory conversion of the remaining

24,290,025 outstanding mandatorily convertible subordinated

notes ("MCN") due May 18, 2023, ArcelorMittal delivered a total

of 57,057,991 treasury shares (of which 9,396,120 to the

Significant Shareholder). See note 11.2 to the consolidated

financial statements.

Management report

167

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, 2023, the total amount of trade

accounts receivables sold amounted to $4.5 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 $2.9 billion of trade payables were subject to early

discount by its suppliers in 2023 as compared to $2.8 billion in

2022). 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, 2023, a 5-day reduction in trade

payable days would result in a trade payables decrease by $693

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,

2023. ArcelorMittal has various purchase commitments for

materials, supplies and capital expenditure incidental to the

ordinary course of business. As of December 31, 2023,

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 2024 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

obligations as of December 31, 2023. 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 33.5 million shares in treasury as of

December 31, 2023, as compared to 72.5 million shares as of

December 31, 2022. As of December 31, 2023, the number of

shares held by the Company in treasury represented

approximately 3.93% 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 this cancellation, 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 this

cancellation, the aggregate number of shares issued and fully

paid up decreased from 937,809,772 to 877,809,772. On April

28, 2023, ArcelorMittal cancelled 25 million treasury shares to

keep the number of treasury shares within appropriate levels.

Following this cancellation, the aggregate number of shares

issued and fully paid up decreased from 877,809,772 to

852,809,772.

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 "Introduction—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,

Management report

168

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.

In February 2023, the Board proposed to increase the annual

base dividend to shareholders to $0.44/share. On May 2, 2023

at the annual general meeting of shareholders, the shareholders

approved the Board’s proposed dividend of $0.44 per share.

The dividend amounted to $369 million and payment included

two installments; the first installment of $185 million was paid on

June 15, 2023 and the second installment of $184 million was

paid on December 7, 2023. In addition, on March 31, 2023,

ArcelorMittal completed a share buyback program for a total

amount of €1.4 billion ($1.5 billion) pursuant to an authorization

given by the annual general meeting of shareholders on May 4,

2022. On May 5, 2023, the Company announced a new share

buy back program of up to 85 million shares to be completed by

May 2025 (subject to market conditions) under the authorization

given by the annual general meeting of shareholders of May 2,

2023.

In February 2024, the Board of Directors recommended an

increase of the base annual dividend to $0.50/share (from

$0.44/share paid in 2023) to be paid in two equal installments in

June 2024 and December 2024, subject to the approval of

shareholders at the annual general meeting of shareholders in

April 2024.

Additional buybacks under the outstanding buyback program

announced in May 2023 will be allocated to the 2024 capital

return (targeting 50% of post-dividend free cash flow as per the

policy). Share buybacks will continue as per the Company's

defined policy to return 50% of post-dividend free cash flow to

shareholders.

Pension/OPEB liabilities

The defined benefit liabilities for employee benefits increased by

$0.1 billion to $2.7 billion as of December 31, 2023, as

compared to $2.6 billion as of December 31, 2022 mainly due to

an increase in interest on pension (due to the increase in

discount rates in euro zone). 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, 2023, 2022 and 2021

The following table presents a summary of cash flow of

ArcelorMittal:


Summary of cash flow	For the year ended December 31,
(in $ millions)	2023	2022	2021
Net cash provided by operating activities	7,645	10,203	9,905
Net cash used in investing activities	(5,848)	(4,483)	(340)
Net cash used in financing activities	(3,666)	(477)	(10,898)

Net cash provided by operating activities

For the year ended December 31, 2023, net cash provided by

operating activities decreased to $7.6 billion as compared with

$10.2 billion for the year ended December 31, 2022. Net cash

provided by operating activities included an operating working

capital release of $1.6 billion as compared to an operating

working capital investment of $1.3 billion in 2022, including an

inflow from inventories and trade accounts receivable of $1.6

billion and $0.3 billion, respectively, partially offset by an outflow

for trade accounts payable of $0.3 billion. The operating working

capital release was driven primarily by lower accounts

receivable (due to lower prices and lower volumes, including the

impact of normal seasonality at year end), and lower inventories

(primarily due to reduced inventory volumes) in the fourth

quarter of 2023.

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, 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.

Management report

169

For the year ended December 31, 2021, net cash provided by

operating activities totaled to $9.9 billion. It included an

operating working capital investment of $6.4 billion composed of

an outflow for inventories of $8.6 billion and an outflow for trade

accounts receivable of $2.5 billion, partially offset by an inflow

for trade accounts payable of $4.8 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.

Net cash used in investing activities

Net cash used in investing activities was $5.8 billion for the year

ended December 31, 2023 as compared to $4.5 billion for the

year ended December 31, 2022. Capital expenditures were $4.6

billion for the year ended December 31, 2023 as compared to

$3.5 billion for the year ended December 31, 2022. Capital

expenditures for the year ended December 31, 2023 were

broadly consistent with the initial guidance (in the mid-point

range between $4.5 billion to $5.0 billion). Similar to 2023, the

Company expects 2024 capital expenditures to be in the range

of $4.5 to $5.0 billion with decarbonization capital expenditures

expected to increase to between $0.3 to $0.4 billion (as

compared to $0.2 billion in 2023) and capital expenditures

outside of strategic capital expenditures and decarbonization

projects (which includes cost reduction plans and environment

projects as well as general maintenance capital expenditures)

are expected to be similar to 2023 ($3.0 billion) in the range of

$2.8 billion to $3.1 billion. The previously announced strategic

capital expenditure envelope has $2.5 billion outstanding to be

completed by 2026. The Company expects strategic projects

capital expenditures to be in the range of $1.4 to $1.5 billion in

2024 as compared to $1.4 billion in 2023, largely due to catch

up on previously announced projects. See “Properties and

capital expenditures—Capital expenditures” and "—Outlook"

below.

ArcelorMittal’s major capital expenditures in 2023 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, Andra Pradesh

(India) renewable energy project, Barra Mansa section mill,

Mardyck (France) new electrical steels production facilities, Las

Truchas mines (Mexico) revamping and capacity increase,

Monlevade sinter plant, blast furnace and melt shop. See also

“Properties and capital expenditures—Capital expenditures—

Completed and Ongoing projects”.

Net cash used in other investing activities for the year ended

December 31, 2023 included a cash outflow of $2,193 million in

connection with the acquisition of Companhia Siderúrgica do

Pecém, a cash outflow of $152 million (net of $4 million of cash

acquired) for two acquisitions relating to ArcelorMittal

Downstream Solutions within the Europe reportable segment,

outflows of $36 million and $25 million for investments in Boston

Metal and TerraPower, respectively, through the Company's

XCarb® Innovation Fund and a $73 million equity contribution

into the joint venture with Casa dos Ventos, partly offset by cash

inflows of $626 million following the sale of 265 million shares in

Ereĝli Demir ve Çelik Fabrikalari T.A.S. (“Erdemir”) and $254

million (net of $24 million cash disposed) related to the sale of

ArcelorMittal Temirtau.

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 a $0.2 billion

reduction from foreign exchange effects relative to the initial

2022 budget. The previously announced strategic pipeline

(2021-2024) 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.

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). Capital expenditures on strategic

projects and decarbonization projects totaled $0.7 billion and

$0.2 billion, respectively, in 2022. Capital expenditures outside

of strategic projects and decarbonization projects (which

includes cost reduction plans and environment projects as well

as general maintenance capital expenditures) amounted to $2.6

billion in 2022.

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

Management report

170

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. Capital expenditures were $3.0

billion for the year ended December 31, 2021. 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 AMKR and Steelanol project in Ghent. Capital expenditures

included $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 financing activities

Net cash used in financing activities was $3.7 billion for the year

ended December 31, 2023, as compared to $0.5 billion for the

year ended December 31, 2022. In 2023, net cash used in

financing activities included primarily a €1,117 million

($1,207 million) outflow related to repayment of euro

denominated notes at maturity, a $1,208 million outflow relating

to share buybacks, and a $340 million outflow related to the

partial redemption of mandatory convertible bonds. Net cash

used in financing activities for the year ended December 31,

2023 also included $531 million in dividend payments (see

below) and $253 million for lease payments and other financing

activities. For further details related to capital markets, liability

management transactions and debt repayments in 2023, see

note 6.1.2 to the consolidated financial statements.

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 in dividend payments (see below) and $160 million

for lease payments and other financing activities.

Net cash used in financing activities was $10.9 billion for the

year ended December 31, 2021. 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

$260 million paid to non-controlling shareholders) and $398

million for lease payments and other financing activities.

Dividend payments during the year ended December 31, 2023

of $531 million included $369 million paid to ArcelorMittal

shareholders and $162 million paid to non-controlling

shareholders in subsidiaries. Dividend 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 of $572 million included $312

million paid to ArcelorMittal shareholders and $260 million were

paid to non-controlling shareholders in subsidiaries.

Equity

Equity attributable to the equity holders of the parent increased

to $54.0 billion as of December 31, 2023 from $53.2 billion as of

December 31, 2022 primarily due to net income attributable to

the equity holders of the parent of $0.9 billion and $2.4 billion

foreign exchange gains, partly offset by $0.1 billion actuarial

loses, $1.2 billion decrease due to share buyback programs,

and $0.4 billion dividend payments. See note 11 to

ArcelorMittal’s consolidated financial statements for the year

ended December 31, 2023.

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

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171

and $0.3 billion dividend payments. See note 11 to

ArcelorMittal’s consolidated financial statements for the year

ended December 31, 2022.

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

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, 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.

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172

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, 2023 and December 31, 2022. 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 2023	in $ equivalent (in millions)	in $ equivalent (in millions)
Argentine peso	(57)	46
Brazilian real	5	(7)
Euro	93	(93)
Indian rupee	—	—
Moroccan dirham	7	(9)
Polish zloty	(33)	48
Other	7	(8)


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	—	—

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.

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 2023, the Company has

fulfilled its shortfall requirements through the utilization of some

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173

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 is expected to grow by 3.0% to 4.0% in

2024 as compared to 2023.

ArcelorMittal expects the following demand dynamics by key

region:

• In the U.S., although real demand growth is expected to

remain lackluster due to the lagged impact of higher interest

rates and the destocking that impacted apparent demand in

2023, it is not expected to continue in 2024. As a result,

ASC of flat products is expected to grow within the range of

1.5% to 3.5% in 2024;

• In Europe, while the Company assumes a marginal decline

in real demand, mainly construction, the destocking that the

impacted apparent demand in 2023 is not expected to

continue in 2024. As a result, apparent demand for flat

products is expected to improve, with growth within a range

of 2.0% to 4.0% in 2024;

• In Brazil, the Company expects a gradual rebound in real

steel consumption in 2024 to support an ASC growth within

a range of 0.5% to 2.5%;

• In India, the Company expects another strong year with

ASC growth within the range of 6.5% to 8.5%;

• In China, economic growth is expected to weaken. Despite

continued weakness in real estate, the impact of

announced stimulus is expected to support offsetting

demand growth from infrastructure spending. As a result,

steel consumption is expected to be relatively stable/slightly

positive (between 0% to 2.0%).

The Company remains positive on the medium/long-term steel

demand outlook and, supported by its strong financial position

remains focused on executing its strategy of growth with capital

returns.

Capital expenditure is expected to remain within the range of

$4.5 billion to $5.0 billion (of which $1.4 billion to $1.5 billion is

expected as strategic growth capital expenditure).

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. Mrs. Karyn

Ovelmen is the Lead Independent Director. The Board of

Directors has three committees: The Audit & Risk Committee,

the Appointment, Remuneration and Corporate Governance

Committee ("ARCG Committee") and the Sustainability

Committee. Prior to July 28, 2021, the former ARCG and

Sustainability Committee carried out the roles of both of the

current Appointments, Remuneration and Corporate

Governance Committee and the Sustainability Committee. The

ARCG Committee and the Audit & Risk Committee are

comprised exclusively of independent directors. There are two

independent directors on the Sustainability Committee.

The annual general meeting of shareholders on May 2, 2023

acknowledged the expiration of the terms of office of Mr.

Lakshmi N. Mittal, Mr. Aditya Mittal, Mr. Michel Wurth and Mr.

Etienne Schneider. At the same meeting, the shareholders re-

elected Mr. Lakshmi N. Mittal, Mr. Aditya Mittal, Mr. Michel Wurth

and Mr. Etienne Schneider and elected Mrs. Patricia Barbizet 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:

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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 CEO within 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

The members of the Board of Directors are set out below. Henk Scheffer is the Company Secretary and, accordingly, acts as secretary

of the Board of Directors.


Name	Age5	Date of joining the Board6	End of Term	Position within ArcelorMittal5
Lakshmi N. Mittal	73	May 1997	May 2026	Executive Chairman of the Board of Directors
Aditya Mittal8	47	June 2020	May 2026	Director and Chief Executive Officer
Vanisha Mittal Bhatia7	43	December 2004	May 2025	Director
Tye Burt2, 3, 4	66	May 2012	May 2024	Director
Michel Wurth3	69	May 2014	May 2026	Director
Karyn Ovelmen1, 2, 4	60	May 2015	May 2024	Lead Independent Director
Karel de Gucht1, 4	69	May 2016	May 2025	Director
Etienne Schneider1, 4	52	June 2020	May 2026	Director
Clarissa Lins2, 3, 4	56	June 2021	May 2024	Director
Patricia Barbizet1, 4	68	May 2023	May 2026	Director

1. Member of the Audit & Risk Committee.

2. Member of the ARCG Committee.

3. Member of the Sustainability Committee.

4. Non-executive and independent director.

5. Age and position as of December 31, 2023.

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.

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		Lakshmi N. Mittal Executive Chairman


73 years old Nationality: Indian Date of first election: May 1997 Term start date: May 2023 Term end date: May 2026		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). Mr. Mittal is married to Mrs. Usha Mittal. Mr. Mittal is a citizen of India.


		Aditya Mittal Chief Executive Officer ("CEO")


47 years old Nationality: Indian Date of first election: June 2020 Term start date: May 2023 Term end date: May 2026		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. 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.

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		Vanisha Mittal Bhatia Non-independent Director


43 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.


$Tye Burt.jpg$		Tye Burt Non-executive and independent Director


66 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 ARCG 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.

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		Michel Wurth Non-independent Director


69 years old Nationality: Luxembourgish Date of first election: May 2014 Term start date: May 2023 Term end date: May 2026		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 is 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.


		Karyn Ovelmen Non-executive and independent Director


60 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 Lead Independent Director of ArcelorMittal as well as the Chairwoman of the Audit & Risk Committee and of the ARCG 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. She is also CFO of Newmont, a company listed on the New York Stock Exchange, as of May 18, 2023. 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.

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		Karel de Gucht Non-executive and independent Director


69 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 first 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 Brussels School of Governance at the VUB (Free University Brussel), a leading learning and research institute. Karel De Gucht is a member of the Board of Directors of nv EnergyVision, a non-listed company active in renewables. In the course of 2021, Mr. De Gucht has been nominated Chairman of the Board of YOUSTON NV, a non-listed 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.


		Etienne Schneider Non-executive and independent Director


52 years old Nationality: Luxembourgish Date of first election: June 2020 Term start date: May 2023 Term end date: May 2026		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. In 2022, Mr. Schneider became a board member of the non-listed Luxemburgish company Mikro Kapital where he has served as member of the supervisory board since January 2022. 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.

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		Clarissa Lins Non-executive and independent Director


56 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 Chairwoman 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.


		Patricia Barbizet Non-executive and independent Director


68 years old Nationality: French Date of first election: May 2023 Term start date: May 2023 Term end date: May 2026		Expertise and experience Mrs. Patricia Barbizet is a non-executive and independent Director and a member of the Audit & Risk Committee. Mrs. Barbizet is Chief Executive Officer of Temaris & Associés, lead independent director of Pernod Ricard (listed company). In addition, she is chairwoman of AFEP (Association française des entreprises privées) and a member of the Board of Directors of CMA CGM. She started her career as International Treasurer in Renault Véhicules Industriels, and then as Chief Financial Officer of Renault Crédit International. In 1989, Mrs. Barbizet joined the Groupe Pinault as Chief Financial Officer. She was Chief Executive Officer of Artémis, the investment company of the Pinault family, from 1992 to 2018. Mrs. Barbizet was Chief Executive Officer and chairwoman of Christie’s International from 2014 to 2016, served as a qualified independent member on the Boards of PSA Peugeot-Citroen, Air France-KLM, Groupe Bouygues, FNAC-DARTY, AXA, Total, as well as chairwoman of the Investment Committee of

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Senior management

As of December 31, 2023, 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.


Name	Age	Position
Lakshmi N. Mittal1	73	Executive Chairman of ArcelorMittal
Aditya Mittal1	47	Chief Executive Officer of ArcelorMittal
Genuino Christino1	52	Chief Financial Officer of ArcelorMittal
Stefan Buys1	52	Executive Vice President, CEO ArcelorMittal Mining
Jefferson de Paula1	65	Executive Vice President, CEO ArcelorMittal South America Long
Geert Van Poelvoorde1	58	Executive Vice President, CEO ArcelorMittal Europe
John Brett1	58	Executive Vice President, CEO ArcelorMittal North America
Bradley Davey1	59	Executive Vice President and Head of Corporate Business Optimization
Vijay Goyal1	52	Executive Vice President, CEO CIS
Dilip Oommen1	65	Executive Vice President, CEO AMNS India
Stephanie Werner-Dietz1	51	Executive Vice President, Head of HR

1. Age and position as of December 31, 2023.

Lakshmi N. Mittal (See “—Board of Directors”).

Aditya Mittal (See "—Board of Directors").


		Genuino M. Christino Member of the Group management committee, Chief Financial Officer.


52 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's 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 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.

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		Stefan Buys Member of the Group management committee, CEO of ArcelorMittal Mining.


52 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 more than 28 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, with his last role being 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. In 2018, he joined RioTinto as Managing Director Pilbara Mines, leading the iron ore mining operations in the Pilbara. 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.


		Jefferson de Paula Member of the Group management committee, President of ArcelorMittal Brasil, CEO of ArcelorMittal Long LATAM and Mining Brazil.


65 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), a member of the Board of Directors 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.

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$Geert van Paoelvoorde.jpg$		Geert Van Poelvoorde Member of the Group management committee. CEO ArcelorMittal Europe


58 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.


		John Brett Member of the Group management committee, Chief Executive Officer of ArcelorMittal North America.


58 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.

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		Bradley Davey Member of the Group management committee, Head of Corporate Business Optimization.


59 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 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.


		Vijay Goyal Member of the Group management committee, Chief Executive Officer of ArcelorMittal CIS.


52 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 recently divested 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. In 2021, he was recognized with the “Global Achiever” award by The Institute of Chartered Accountants of India. He has also completed executive education programs at Wharton Business School. Mr. Goyal is a citizen of India.

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		Dilip Oommen Member of the Group management committee, Chief Executive Officer of AMNS India.


65 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.


		Stephanie Werner-Dietz Member of the Group management committee. Head of HR


51 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.

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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 - 2023 pay outcomes	Comparison of pay outcomes 2023 vs. 2022 vs. 2021 vs. 2020 vs. 2019 Explanation of results for 2022 short-term incentives paid in 2023
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
2023 Total remuneration	Overview of 2023 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
Clawback	Explanation of Company’s clawback policy (Exhibit 97.1)

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

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Annual statement from the Chairwoman of ARCG Committee

Dear Shareholders,

In my capacity of Appointments, Remuneration & Corporate

Governance Committee (“ARCG”) chair 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

In recent years, we have intensified our focus on safety

considerably and have benefitted from the positive interaction

with the Board’s Sustainability Committee. However, in 2023, 61

colleagues have lost their lives in accidents in the Company’s

operations, and we cannot conclude that we are where we

would like to be on health and safety. We were shocked by the

tragic accident at our Kostenko coal mine in Kazakhstan on

October, 28 2023, in this terrible accident a total of 46

employees have lost their lives. No words can adequately

convey the devastation we feel following this accident.

Everything that can be done was done to support the families in

Kazakhstan who have lost loved ones through this deeply

painful time. Assistance to bereaved families includes all funeral

and memorial expenses, a one-off payment equivalent to ten

years’ salary, purchasing housing, repaying personal loans, and

the covering of all education fees for children up to the age of

23.

On December 7, 2023, ArcelorMittal closed the transaction with

the Government of Kazakhstan for the sale of its Kazakhstan

business. This followed discussions that have taken place over

several months, during which both parties have been focused

on securing the best possible future for the company and its

people. It is a matter of great regret that our departure from

Kazakhstan followed so closely on the tragic recent accident at

Kostenko. We aligned together many months ago on this

change of ownership being in the best interests of the asset, its

people, its wider communities and indeed all stakeholders.

The focus now is to identify any gaps that existed in the health

and safety approach and strengthen existing safety actions to

reach our target of zero fatalities and severe injuries. The audit

of the Company’s safety practices has now commenced and will

support our pathway to zero serious injuries and fatalities. The

external consultant will be focused on three key areas:

• Comprehensive Fatality Prevention Standards audits

for the three main occupational risks leading to Serious

Injuries and Fatalities.

• Expert input into our planned CTO-led process risk

management safety audits of our highest priority

countries and assets.

• In depth assessments of all health and safety systems,

processes, structures, and capabilities; governance

and assurance processes; and systems and data

management.

While the audit is ongoing, the Company has been reinforcing

many of the safety actions that have been underway based on

the twin pillar of risk management and cultural change. There

are indications that the actions taken are working. Excluding the

Kazakhstan operations, the safety performance in our steel

business was 25% lower than the best ever result achieved by

the World Steel Association, and this is an excellent

achievement by any standards, although until that number

reaches zero, we can take no satisfaction.

Business and results

We have delivered a strong set of financials in 2023, which

reflects the structural improvement that we have made to our

cost base, asset portfolio and balance sheet in recent years. We

have all worked hard in recent years to enable the Company to

thrive and generate cash in all market conditions. We have

demonstrated again in 2023 — resilient cash flow, despite the

operating environment becoming more challenging as the year

progressed. This supported by 2023 profitability per tonne being

above average levels achieved in the 2012- 2022 period. Net

debt in 2023 stood comfortably at $2.9 billion. As such, the

Board proposes to increase the annual base dividend to

shareholders to $0.50/share and will continue to return a

minimum 50% of post-dividend free cash flow to shareholders

through the buyback programs.

It is clear that our results focused Long-term and Short-term

Incentive Plans and the challenging targets set by our

Committee are a major factor in driving these results.

People strategy, Remuneration, nomination, and governance

During the annual general meeting of shareholder held in May

2023, Mrs. Patricia Barbizet was elected as a new member of

the Board of Directors for a three-year mandate that will expire

on the date of the annual general meeting of shareholders to be

held in 2026. The same day at the Board of Directors’ meeting

Mrs. Barbizet was appointed as member of the Audit & Risk

Committee and I was appointed as new Lead Independent

Director and chair of the ARCG Committee, succeeding Mr.

Bruno Lafont whose mandate has ended.

During 2023, 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 the long-term incentive

plans for Executive Officers and ArcelorMittal equity plan for

2024.

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The Committee had requested benchmarking of ArcelorMittal

Health & Safety related incentives with other steel and mining

companies, and we found that we are well aligned with industry

best practice.

As for the succession plan, the Committee is annually reviewing

the succession plan for our Executive Office and Executive Vice

Presidents and this review was conducted in the second half of

2023. The Committee was working on the search for a non-

executive Director to be appointed at the annual general

meeting on April 30, 2024. This process is ongoing.

Climate and Sustainability

As we grow, we must simultaneously progress towards net zero.

A transformation of the scale and depth we need to undertake is

complex and challenging. Our existing capabilities in low-carbon

metallics and EAF steel- making provide a unique competitive

advantage as we offer an increasingly broad range of low-

carbon intensity steel products to our customers.

Going forward and closing remarks

Safety will be the number one focus for 2024. As the audit

completes, the key recommendations are published, and we

work to progress towards our target of zero serious injuries and

fatalities.

At the same time, we are now in a position where we have a

strong balance sheet, we are increasing the dividend to

shareholders and many of the strategic growth projects are due

to complete this year. The Company is well positioned to take

advantage of a market which has early signs of a more

constructive industry backdrop.

Yours Sincerely,

Karyn Ovelmen

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188

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 2, 2023 annual general meeting of shareholders, the

shareholders approved the annual remuneration for non-

executive directors for the 2022 financial year, based on the

following annual fees (euro denominated amounts are translated

into U.S. dollar as of December 31, 2022):

• Basic director’s remuneration: €158,095 ($168,624);

• Lead Independent Director’s remuneration: €222,985

($237,836);

• Additional remuneration for the Chair of the Audit &

Risk Committee: €30,675 ($32,718);

• Additional remuneration for the other Audit & Risk

Committee members: €18,877 ($20,134);

• Additional remuneration for the Chairs of the other

committees: €17,697 ($18,876); and

• Additional remuneration for the members of the other

committees: €11,798 ($12,584).

• Additional remuneration for the Chair of the special

committee: €12,500 ($13,333)

• Additional remuneration for the members of the special

committee: €10,000 ($10,666).

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)	2023	2022	2021	2020	2019
Base salary1	3,214	3,199	3,483	2,635	1,569
Director fees	1,658	1,676	1,784	1,706	1,554
Short-term performance-related bonus1	—	6,388	5,133	935	3,198
Long-term incentives 1, 2	141,973	141,564	109,143	148,422	89,933

1 Includes Executive Chairman and CEO in 2023, 2022 and 2021, Chairman and CEO and President and CFO in 2020 and Chairman and CEO in 2019. Slight differences

between the years are possible, due to foreign currency effects.

2 See “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)	20231	20221	20211	20201	20191
Lakshmi N. Mittal	1,536	1,529	1,700	1,374	1,569
Aditya Mittal	1,678	1,670	1,783	1,261	—
Vanisha Mittal Bhatia	175	169	176	186	171
Suzanne P. Nimocks	—	76	189	200	183
Bruno Lafont	96	277	302	306	280
Tye Burt	201	194	194	200	183
Karyn Ovelmen	269	201	221	223	204
Jeannot Krecké	—	—	—	78	171
Michel Wurth	188	181	181	186	171
Karel de Gucht	196	189	208	209	191
Etienne Schneider	196	189	197	118	—
Clarissa Lins	207	200	116	—	—
Patricia Barbizet	130	—	—	—	—
Total	4,872	4,875	5,267	4,341	3,123

1. Remuneration for non-executive Directors with respect to 2023 will be paid in 2024 subject to Board of Directors proposal and to the shareholder approval at the annual

general meeting to be held on April 30, 2024. Remuneration for non-executive Directors with respect to 2022, 2021, 2020 and 2019 was paid in 2023, 2022, 2021 and

2020, respectively, following the shareholder approval at the annual general meetings held on May 2, 2023, on May 4, 2022, June 8, 2021 and June 13, 2020,

respectively. Slight differences between the years are possible, due to foreign currency effects.

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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 2023.

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)	2023	20221	20211	20201	20191
Average Remuneration	502	446	446	412	389

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, 2023,

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
	2023	2022	2021	2020	2019
Lakshmi N. Mittal	—	3,053	2,908	—	3,198
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, 2023. There were no outstanding stock options

as of December 31, 2023.


	PSUs granted in 2023	PSUs granted in 2022	PSUs granted in 2021	PSUs granted in 2020	PSUs granted in 2019
Lakshmi N. Mittal	67,857	67,662	52,166	77,372	89,933
Aditya Mittal	74,116	73,902	56,977	71,050	—
Term (in years)	3	3	3	3	3
Vesting date1	January 1, 2027	January 1, 2026	January 1, 2025	January 1, 2024	January 1, 2023

1. See “Management and employees—Compensation—Remuneration—ArcelorMittal Equity Incentive Plan", for vesting conditions.

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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	2023	Recruitment and retention	l	Reviewed annually by the ARCG Committee considering market data
Salary	2023	Recruitment and retention	l	Increases based on the Company performance and individual performance
STI	2023	Delivery of strategic priorities and financial success	l	Maximum STI award of 270% of base salary for the Executive Chairman, and the CEO and in general 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	2024-2026	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 100%-120% of base salary as a guideline for other Executive Officers depending on the region
			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 2023
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

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Remuneration at a glance - 2023 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 2023, 2022, 2021, 2020 and 2019 and to the CEO (President and CFO until February 11, 2021) in 2023, 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—2023 Total remuneration” below.

$18434$

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2022 short-term incentives paid in 2023


Business Units	Executive	Realization as % of business target
Executive Office	Lakshmi N. Mittal Aditya Mittal	Executive office renounced their short-term incentive
Mining*	Stefan Buys	75%
NAFTA	John Brett	107%
Corporate*	Genuino Christino	114%
Corporate*	Bradley Davey	114%
Corporate*	Stephanie Werner-Dietz	114%
CIS*	Vijay Goyal	96%
AMNS India*	Dilip Oommen	95%
Flat Carbon Europe	Geert van Poelvoorde	124%
Long Carbon South America	Jefferson de Paula	150%

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 2023

Executive office

In 2023, 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, 2023	December 16, 2019	172,517	160,699

CFO and Other Executive Officers

In 2023, the following long-term incentives vested:


Vehicle	Date of vesting	Date of grant	Number of PSUs and RSUs granted to CFO and other Executive officers and outstanding	Number of shares acquired by CFO and other Executive officers
PSUs	January 1, 2023 Performance approved by the ARCG Committee on March 16, 2023	December 16, 2019	77,800	77,800
RSU	May 7, 2023	May 7, 2021	22,500	22,500
RSU	December 14, 2023	December 14, 2020	44,200	44,200

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.

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

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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 Ms. Karyn Ovelmen, 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 of Directors with

respect to incentive remuneration plans and equity-

based plans;

• submit proposals to the Board of Directors 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 Chair presents her 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 Committee.

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.

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

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• 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 in general
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: 100%-120% of base salary for CFO and Executive Officers depending on region

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 2023 as

percentage of base salary. 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.

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Note: no pension contribution

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196

Note: Other benefits, as shown above, do not include international mobility incentives that may be provided.

2023 Total remuneration

The total remuneration paid in 2023 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 $10.4 million in base salary and other

benefits paid in cash (such as health, other insurances, lunch

allowances, financial services, gasoline and car allowance) and

$8.8 million in short-term performance-related variable

remuneration consisting of a short-term incentive linked to the

Company’s 2022 results. During 2023, 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 2023, and no such loans or advances were

outstanding as of December 31, 2023.

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:

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			Executive Chairman7					CEO6				Chief Financial Officer and Executive Officers 5
(Amounts in $ thousands except for Long-term incentives)		2023	2022	2021	2020	2019	2023	2022	2021	2020	2023	2022	20218	2020	2019
Base salary1		1,536	1,529	1,700	1,374	1,569	1,678	1,670	1,783	1,261	6,395	5,790	5,056	2,970	4,643
Retirement benefits		—	—	—	—	—	168	167	178	146	1,041	1,066	1,348	555	698
Other benefits2		80	72	66	45	47	44	39	38	33	674	599	237	144	223
Short-term incentives3		—	3,053	2,908	—	3,198	—	3,335	2,226	935	8,773	9,370	7,158	2,169	6,015
Long-term incentives	- fair value in $ thousands4	1,391	1,520	1,419	1,407	1,339	1,519	1,661	1,550	1,292	6,544	3,838	4,396	1,834	3,096
Long-term incentives	- number of share units	67,857	67,662	52,166	77,372	89,933	74,116	73,902	56,977	71,050	287,900	155,400	146,600	90,069	183,084

1. After the salary decrease applied in 2020, the base salaries of the CEO and President and Chief Financial Officer were set back to the original amounts in 2021. In 2023, a

salary increase of 8.5% 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. President and Chief Financial Officer included in 2019.

6. Amounts presented for 2021 and 2020 reflect the compensation as President and Chief Financial Officer until February 11, 2021 and as CEO thereafter.

7. Amounts presented reflect the compensation as CEO until February 11, 2021 and as Executive Chairman thereafter.

8. 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 2023 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 2023 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, the Company has

moved to a target of potential severe injury or fatality.

To emphasize this priority, the fatality frequency rate

acts as a circuit breaker for the Health & Safety

component. The circuit breaker is set at 90% of the

World Steel Association average, excluding

ArcelorMittal and excluding those members within CIS

countries. Safety performance must be better than this

benchmark for the Health & Safety component to be

awarded.

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 2023 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 component).The circuit breaker is set at

90% of the World Steel Association average, excluding

ArcelorMittal and excluding those members within CIS

countries. Safety performance must be better than this

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benchmark for the Health & Safety component to be

awarded.

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 in general.

For the calculation of the annual performance bonus, the

achievement level of every performance target is calculated

separately, and these are added up.

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, 2022 and 2023 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 annual general meetings on June 13,

2020, June 8, 2021, May 4, 2022 and on May 2, 2023,

respectively, at a maximum of 4,250,000 shares, 3,500,000

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

performance criteria such as ROCE, TSR, EPS and gap to

competition (until 2022). 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 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.

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Conditions of the 2023 grant were as follows:


		Executive Office				Executive Officers
2023 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			Threshold	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%
						ROCE (40%)	2/3 of target	100% of target	4/3 of target
		ESG (30%): H&S 10%, Climate action 10% and D&I: 10%	100% of target	120% of target		Vesting percentage	50%	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 2020 through 2022

The Company's Equity Incentive Plan for senior management including Executive Officers follows the Company's strategy.

In addition to the 2023 grant, the summary of outstanding plans as of December 31, 2023 is as follows:


		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

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		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


		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

See note 8.3 to the consolidated financial statements for further details on RSUs/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

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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 clawback rules

required listing exchanges, such as the NYSE, to adopt

clawback standards as from the fourth quarter of 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, adopted

its own clawback policy in 2012, which was updated in 2023 (the

"Clawback Policy"), to reflect the Company’s structural changes

and comply with the new rules.

The Clawback Policy applies to all Executive Officers and

covers 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 ("Covered Compensation")

received during the three completed fiscal years of the

Company immediately preceding a the Restatement Date (as

defined in the policy) and any transition period (that results from

a change in the Company’s fiscal year) of less than nine months

within or immediately following those three completed fiscal

years. Compensation is deemed to be received in the

Company’s fiscal period during which the Financial Reporting

Measure specified in the Incentive-based Compensation award

is attained.

Under the Clawback Policy, ArcelorMittal will recover reasonably

promptly erroneously paid Covered Compensation in the event it

is required to prepare an accounting restatement due to the

material noncompliance of ArcelorMittal with any financial

reporting requirement under the U.S. securities laws, including

any required accounting restatement to correct an error in a

previously issued financial statement that is material to the

previously issued financial statement, or that would result in a

material misstatement if the error were corrected in the current

period or left uncorrected in the current period.

Employees

As of December 31, 2023, ArcelorMittal employed approximately

126,756 full time equivalents ("FTE") employees directly, as well

as a large number of contractors.

The table below sets forth the number of FTE employees

respectively by segment as of the end of each of the past

three years.


		As of December 31,
Segment	2023	2022	2021
NAFTA	14,418	14,270	13,410
Brazil	22,042	19,644	19,450
Europe	62,073	61,305	60,525
ACIS1	21,450	52,725	58,438
Mining	4,473	4,626	4,426
Other activities	2,300	1,782	1,660
Total	126,756	154,352	157,909

1. ArcelorMittal Temirtau is only included as of December 31, 2022 and 2021

A new people strategy

Recognizing the importance of meeting the evolving need of

ArcelorMittal's employees in a post-pandemic world, at the

backdrop of an increasing competitive job market and

accelerated economic, technological and cultural shifts, the

Company launched a new people strategy in 2022. The strategy

is based around ArcelorMittal's fundamental purpose to create

smarter steels for people and the planet. It is founded on three

pillars: ‘Leadership that inspires excellence’, ‘Talent to thrive for

the future’, and ‘Diversity and inclusion that engages everyone’.

This strategy seeks to boost the Company's approach to boost

talent and creating a base to establish a safety-first, people-

driven culture that ensures sustainable performance and allows

the Company to deliver on its purpose.

Employee development

Attracting, developing and retaining the right people

continues to be a strategic priority for ArcelorMittal in

maintaining a high- performing organization.

There continues to be 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. In 2023, to attract

diverse talents, the Company refreshed its Employee Value

Proposition by launching new talent attraction and retention

messaging and materials to better communicate the benefits,

value and impact of working at ArcelorMittal. This effort led to an

increase in visitors to the external career page on the corporate

website. Internally, the Company launched new communications

initiatives to increase the visibility of global career opportunities,

which gave a boost to internal job applications throughout the

year.

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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 2023, 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. To continue accelerating the development

of HiPos, the Company in 2023 strengthened the quality of

its succession planning to ensure better alignment between

the nomination of potential successors and their career

aspirations. The Company also redesigned its Leadership

Pipeline learning journeys, to better adapt to its evolving

business needs following the COVID-19 pandemic. 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.

ArcelorMittal's Talent Acceleration Pool ("TAP"), an

accelerated development program for HiPos with the

potential to reach at least Manager level, also provides

consistent and structured development opportunities. TAP 2,

which was launched in 2021, was successfully concluded in

2023, with a revised approach for the two-year program

management. The program included 78 participants from 21

nationalities, of which 23 were women (30%).

Since shifting its learning and development approach in

response to COVID-19 pandemic, the Company has continued

to see significant growth in 2023 in active virtual learning

throughout ArcelorMittal University, further expanding its global

community. Across the Group, employees invested an average

of 5.9 hours each, a 15% increase year-on-year. More than

101,000 active learners dedicated more than 600,000 online

learning hours (an increase of 64% year-on-year) to digital

learning. A large proportion of these hours were dedicated

specifically to Health & Safety ("H&S"), with more than 320,000

course completions across various H&S learning programs.

The Company continued to offer world class leadership

programs to its talents and future leaders as part of the

Leadership Pipeline learning journeys. This year, more than 280

HiPos graduated from these flagship journeys. Across all ten

cohorts of learners, 29% of participants were women.

Another important program is the ArcelorMittal'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

2023, there were more than 2,400 mentoring hours invested,

demonstrating an increase of 70% year-to-year. As of

December 31, 2023, 36% of active mentors and mentees

were women.

In addition, the Company deployed 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

at ArcelorMittal. Continued progress was achieved with

implementation of various modules globally: 10 rollout

projects completed for Recruitment and three for

Onboarding. Moreover, rollouts and pilots for other modules

were initiated: five roll-out projects for Recruitment, four for

Learning, one pilot for Total Rewards and one pilot for

Performance.

Speak Up +, the new global employee survey

For the past few years, the ArcelorMittal's Speak Up +

survey (which was formerly called 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 2023, 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

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listening to their aspirations and concerns and to empower

leaders to spot and resolve potential issues quickly.

The survey occurs a few 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 across the Group

based on the outcomes of the Speak Up + survey rounds to

effectively drive employee 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 diverse talent, focusing first on gender parity

given the steel industry has historically been male

dominated. The Company 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 continuously reviews its

policies and HR practices to build an inclusive culture that

empowers all diverse talents; 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 process, which includes the target

minimum of one woman in every senior management

succession plan. The Diversity and Inclusion Panel, formerly

called 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 representing 50% of

the Group's segments, concluded in 2022, and wave two

covering the remaining segments concluded in 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 2023, 17.3% of management positions were held by

women across the Group, a 1.6% increase as compared to

2022, and 59% 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 surpassed its

goal of increasing the number of women on the Board of

Directors to at least three by the end of 2015. In 2023, four of

the ten positions on the Board of Directors were held by

women.

A number of programs are in place to develop women and

other diverse talents 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 2023, the Company

continued to run initiatives in all segments, including

participation in the TopWomenTech in Europe and

partnerships with universities and schools, campaigns and

job fairs focused on attracting women applicants with STEM

backgrounds.

In 2023, ArcelorMittal University continued to make Diversity,

Equity and Inclusion ("DE&I") a priority with dedicated live

global and local training sessions, digital courses covering

topics like unconscious bias and embracing equity, and

inclusive leadership trainings to help managers to manage

interactions between different cultural perspectives and

communication styles. Additionally, a virtual program

celebrating International Women’s Day registered over 830

attendees.

ArcelorMittal's initiatives in a number of countries support

people with disabilities in the workplace. In Brazil, there is a

robust D&I program, which is governed by the Executive

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Committee, National D&I Committee and a Committee per

each key area (Gender, People with Disabilities, Racial,

LGBTI+). Brazil strengthened its project PertenSER (Belong)

by introducing a masculinity class in 2023. Another initiative

in Brazil focuses on the need for humanized communication

with deaf colleagues at workplace using LIBRAS, which is a

gestural-visual language, used by the Brazilian deaf

community. South Africa runs a Women of Steel initiative to

support HiPo women working in critical positions or on

succession plans by providing them with additional

development training opportunities and finding time for them

to engage with senior leaders. In Europe, ArcelorMittal

continued its D&I campaign, expanded its Women

Interviewing Women podcast, 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 -

internally 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 ("CLAs")

In multiple regions globally, ArcelorMittal employees are

represented by trade unions and the Company actively

engages in collective bargaining agreements with employee

organizations at specific locations. The description below

provides an overview of the current status of specific

agreement and relationships.

The Company is committed to open, respectful and transparent

social dialogue at all of its operations, to maintain strong

employee relations, and to provide a safe, healthy and quality

working lives for all its workers.

In the current inflationary environment, the Company

understands that salary increases for workers is a question of

high sensitivity. ArcelorMittal is respecting its commitment to

social dialogue and all entities have regular discussions and

negotiations on salary policy with their respective unions.

Several salary negotiations were conducted in 2023 and

resulted in social agreements including salary increases, for

instance, in South America and in South Africa. 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

were implemented during 2023.

The Joint Global Health and Safety Agreement between the

Company and IndustriALL global trade union, signed in 2008,

remained in effect in 2023. This agreement recognizes the vital

role played by trade unions in improving health and safety. It

sets out minimum standards for every site where the Company

operates with the objective of achieving world-class

performance. As a result of this agreement, the Joint Global

H&S Committee, composed of 12 representatives in 2023 (14 in

2022) of management and the unions was created to identify

areas for improvement and harmonize safety performance

across the Group. The Joint Global H&S Committee only deals

with issues related to H&S and does not act as a negotiation

committee on behalf of unions or management. One of its

primary priorities is centered around overseeing deployment and

monitoring the compliance of local joint H&S panels. This

involves developing guidelines to progress and training

programs, conducting site visits to assess implementation and

offering suggestions for improvement. Additionally, the Joint

Global H&S Committee provides recommendations on

transversal and global topics to enhance overall safety

measures.

In 2023, one virtual meeting was organized at the Group level to

discuss transversal specific topics with regard to H&S. In

addition, other safety training and coaching programs, including

the "Safety Leadership" and "Take Care" Trainings as well as a

dss+ lead “Area of Transformation” program continued to be

rolled out in 2023 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 2023, several entities and countries engaged in entering or

renewal of collective labor agreements (“CLAs”).

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

unionized employees at Contrecoeur East and Longueuil

continue to work under a six-year agreement with the USW that

renewed in February 2022 and will expire in January 2028. The

CLA with USW covering the Contrecoeur Scrap Recycling

Center employees signed in 2022 is valid for a six-year term,

expiring in May 2028. The collective agreement with USW at

Hamilton-East Wire which was renewed in July 2021 for a five-

year term is still valid and it will expire on May 30, 2026. The

agreement with USW at St-Patrick Wire expired in December

2023 and is currently under negotiations.

ArcelorMittal Mexico and the National Miners Union agreed to a

new one-year contract effective August 1, 2023. 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.

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205

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 started in

February 2024 and are still ongoing.

At ArcelorMittal USA Research, a new three-year agreement

was signed in 2022 with USW and remains valid.

In Brazil, the inflation rate remained relatively low compared to

previous years, despite economic uncertainties during the first

year of President Lula’s government. Out of the 53 collective

agreements negotiated in 2022, 14 were specifically designed to

adjust salaries based on the inflation rate which fluctuated

between 3.83% and 4.51%.

In Argentina, blue-collar employees from Acindar were granted a

substantial salary increase of 183.9% aligning with the inflation

rate up to December 2023 (211.2%). Despite this, the inflation

has remained persistently high and projections suggest that it

could reach 180% for the entire year. The country is currently

navigating through challenging macroeconomic trends,

complicated by a recent change in government. After

experiencing a considerable devaluation and heightened

inflation by December 2023, ongoing discussions with trade

unions regarding a new agreement are still underway, reflecting

the need for adaptive measures in this complex economic

context.

In Costa Rica, the government maintained its projected inflation

rate for 2023. However, a significant exchange effect occurred,

resulting in the local currency strengthening against the U.S.

dollar. Despite a stable political situation in the country, there is

an ongoing struggle between the different factions opposing

President Chavez of Venezuela. On the labor front, there is a

measure of stability and employees from ArcelorMittal Costa

Rica were granted a 7% adjustment, in alignment with the

inflation rate of 7.26%).

In Europe, four meetings were conducted in 2023 to inform the

European Works Council ("EWC") representatives about the

H&S and business scenario within the Company's European

operations. Throughout the year, three meetings with the Select

Committee were held, alongside a Plenary Assembly in

December 2023. H&S remained a prominent focus, with

members of the dedicated working group undergoing training on

the golden rule pertaining to working at height (to prevent

accidental falls injuring employees). Concurrently, negotiations

aiming at revising certain aspects of the EWC agreement are

expected to reach a resolution in the first quarter of 2024.

In France, a one-year salary agreement for 2024 was

successfully negotiated and signed with unions in December

2023, covering most of the legal entities. Concurrently, ongoing

negotiations or discussions for salary agreement are underway

in certain entities, with anticipated resolutions in the first quarter

of 2024. Regular meetings with national representatives of

major trade unions have been conducted to facilitate the

exchange of information on ArcelorMittal's activities and to

address key challenges confronting the steel industry.

Furthermore, the introduction of the new national collective

bargaining in the metal sector has necessitated a complete

restructuring of job classifications. This adjustment came into

effect in January 2024. In parallel, numerous social negotiations

either at the country or at local level, have been conducted to

accommodate the implications of this new collective bargaining

in the metal sector.

In Luxembourg, the CLA underwent a renegotiation process

resulting in the signing of a new agreement in September 2023.

This agreement was finalized in collaboration with

representatives from the two unions associated with the

Company. Key highlights for 2023 included the continued

monitoring of the on-going Job Retention Plan involving the

Government and the unions. This plan is primarily centered on

commitments related to investments, unemployment

management and pre-retirement initiatives. Furthermore, during

the year, initiatives were launched to strengthen H&S culture

through dedicated coaching programs. Moreover, a significant

emphasis was placed on on diversity, inclusion and well-being.

This commitment was concretized in the introduction of

programs such as the First Mental Aid program, resulting in the

certification of 140 individuals. Additionally, a harassment

prevention program was implemented with full participation from

the workforce in Luxembourg.

In Belgium, the negotiations with trade unions for the new CLA

framework for 2023-2024 were successfully concluded. Despite

inflation pressures, expectations were optimistic, largely

attributed to the highly competitive labor market. The

negotiations were smoothly finalized in the first round, with

significant social actions.

In Germany, the first half of 2023 experienced favorable market

conditions but a shift occurred in the second half. Despite

persistent high energy prices, lower inflation contributed to

weakened market conditions. Hamburg, in particular, faced

economic unemployment. However, other plants successfully

navigated the challenges. CLA negotiations were successfully

concluded in December 2023 with the agreement set to last until

September 30, 2025. In addition, there was a commitment to

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206

develop a collective agreement on job security in the

transformation by June 30, 2024, alongside a legally-based

agreement for retirement. H&S measures have been integrated

into daily operations with the implementation of take-care-

trainings, especially the `TAKE-CARE III' campaign and the

SAFE-campaign. The social partners engaged in two meetings

within the social dialogue group, one digitally and one in person.

In September 2023, representatives from all work councils in

Germany met in Eisenhüttenstadt. Throughout the year, the

union actively supported the Company in its transformation

plans within an evolving political landscape. There were several

union protests (with a major event held in front of the Finance

Ministry in November 2023), advocating for essential frame

conditions, clarification on outstanding state aid and the

implementation of industry electricity price policies.

In 2023, the commitment to fostering social dialogue at

ArcelorMittal Poland remained a key focus. One crucial

objective was to address the well being of employees

undergoing business transformations, using agreed rules with

trade unions to mitigate the social impacts of restructuring

processes. The agreement specifically outlined protocols for

supporting employees in reduced positions. Collaboration

extended to adapting to changes in the production landscape

prompted by market demands. This involved changing the

employee work systems and reassigning individuals to new

roles, with ongoing cooperation through H&S forums and shop

floor meetings to enhance understanding and cultivate a

cultured centered around H&S goals among social partners. In

response to decreased coke production leading to the idling of

the coke plant in Kraków, ArcelorMittal Poland negotiated an

agreement on the Rules of Conduct with trade unions. This

agreement outlined procedures for transferring affected

employees to other positions and managing remaining holidays

or periods of economical unemployment. A CLA for 2023 was

successfully negotiated, and social fund regulations for 2023

and 2024 were agreed with trade unions. CLA negotiations for

2024 were initiated in December 2023. Throughout the year,

regular meetings with trade unions occurred to collaborate on

various fronts, including workers protection, production

considerations and effective communication during crises,

notably those arising from the uncertainties due to the war in

Ukraine and other market conditions. Leadership involvement

was characterized with CEO proximity meetings held in plants

and monthly interactions with trade union leaders. The

cooperation with trade unions extended nationally to contribute

to the transformation of the steel industry. Although not legally

required, the management of ArcelorMittal Poland continued to

invite 2 members from the trade union leadership to the

Supervisory Board, fostering constructive social dialogue at the

highest levels of company management and reflecting a

commitment to transparency and inclusive decision-making

processes.

In Spain, as in the rest of the world, 2023 marked a period of

consolidation following the COVID -19 pandemic, with many

business indicators returning to pre-pandemic levels. However,

the repercussions of conflicts in Ukraine, Palestine and the Red

Sea in the last weeks of 2023 hindered a complete recovery. As

a consequence, adjustments to resources in various Spanish

companies were necessary due to a decline in demand. A

temporary layoff plan was collaboratively agreed and signed

with the legal representatives of the employees in the fourth

quarter of 2023. Moreover, after several months of negotiations,

a framework agreement governing labor relations across all

legal entities in Spain was successfully signed with the majority

of unions in May 2023. Lastly, in alignment with the

Memorandum of Understanding established between

ArcelorMittal and the Spanish government in July 2021 to

promote decarbonization, ongoing discussions with unions

persisted to address the labor implications of this strategic

initiative. At the end of 2023, notable social challenges emerged

in this context.

The situation in Ukraine remained difficult from employees'

perspective in 2023 because of the war with Russia. The martial

law imposed by the government in the country starting February

2022 which among other things restricted labor rights of

employees and trade unions (e.g. a right to strike; a right for

vacation etc.) remains in force. In 2023 more than 2,900 AMKR

employees were conscripted into the army and another 157 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 6,617 employees at ArcelorMittal

South Africa ("AMSA"), 4,519 employees form part of the

bargaining unit and are covered by a deferred CLA concluded in

March 2023 with the recognized unions, NUMSA and Solidarity.

This CLA will expire in March 2026. From April 2023 to March

2024, the agreement comprised a range of provisions

encompassing a 6.5% remuneration adjustment for all

employees within the bargaining unit. It further incorporated an

ex-gratia premium, enhancements to the medical aid subsidy

and a 6.5% increase in all allowances excluding retention and

protected allowances. For the second and third years until

March 2026, there will be incremental increases in wages,

medical aid subsidies and all allowances. These increases will

be tied to the Consumer Price Index (CPI) with a cap set at

6.5%. Moreover, the company’s contribution to medical aid will

progressively rise, reaching 70% by 2026 while the employee’s

contribution will decrease to 30%. On November 28, 2023,

AMSA announced the possible winding down of operations

including iron making Newcastle and Long Steel products as

well as the potential reorganization of support services and

management levels across the company. Subsequent to the

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207

announcement there have been numerous engagements with

Government representatives inter alia Ministers of Economic

Development, Public Enterprises and Finance including the

Provincial and Regional Structures with a view to see to which

extent some support could be provided by the State to mitigate

or prevent the closure of these operations. As a result of these

discussions and consultation sessions, on February 8, 2024, an

announcement was made to defer the winding down of the Long

Steel products business for a period of up to six months. In

parallel to these discussions, engagements with organized

labour have also continued. Discussions under Section 189 with

organized labour in accordance with Labour Relations Act

began in December 2023 with the aim to be concluded by the

end of February 2024. The consultation process with labour is

continuing with the objective of reaching an agreement, while

alternative options are further explored.

Throughout 2023, ArcelorMittal Mining maintained a productive

engagement with its trade unions and communities where it

operates. Following the industrial action in ArcelorMittal Liberia

in May 2023, the mining segment's relationship with trade

unions in Liberia has been improved. The current agreement is

expiring in the second quarter of 2024. A negotiation priority was

established and a negotiation team was formed. The

negotiations are planned to start in March 2024 with an aim to

conclude by the end of the second quarter of 2024.

Corporate governance

This section describes the corporate governance practices of

ArcelorMittal for the year ended December 31, 2023.

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

is comprised of the Executive Office - comprising the Executive

Chairman, Mr. Lakshmi N. Mittal and the CEO, Mr. Aditya Mittal.

The Executive Office is 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

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208

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 May 2,

2023.

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

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

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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 2023, the Board of Directors held 8 meetings with 100% of

the average attendance rate.

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8 meetings (2023)	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

Mrs. Karyn Ovelmen was elected by the Board of Directors as

ArcelorMittal's Lead Independent Director at the board meeting

held on May 2, 2023.

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. Three meetings of the independent directors outside

the presence of management were held in 2023.

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 2023 Board of Directors’ self-evaluation was completed by

the Board on February 7, 2024. The Board of Directors was of

the opinion that it and the management had cooperated

successfully during 2023. Strong focus has continued to be

given on health and safety, decarbonization, sustainability, on

joint venture 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 2024.

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

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211

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 represented 40% in 2023. 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

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212

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 2023 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)	6 meetings (2023)

In 2023, 6 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,

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

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213

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, Mrs. Patricia Barbizet, 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. Karyn

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 2023 self-

evaluation on February 7, 2024. 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 (2023)

In 2023, 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 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 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 Mrs. Karyn

Ovelmen, 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

Management report

214

Governance of the Luxembourg Stock Exchange. The Chairman

of the ARCG Committee is Mrs. Karyn Ovelmen.

The ARCG Committee is required to meet at least three times a

year. The ARCG Committee performs an annual self-evaluation

and completed its 2023 self-evaluation on February 7, 2024.

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)	6 meetings (2023)

In 2023, 6 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 SC 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;

• 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 their 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 SC. The responsible senior managers

pertaining to their respective areas of responsibility - health and

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215

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 Global

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

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.

Global Assurance

ArcelorMittal has a Global Assurance function that, through its

Head of Global 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 Global

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

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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,

2023 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	340,014,215	39.87%
Treasury Shares2	33,538,016	3.93%
Other Public Shareholders	479,257,541	56.20%
Total	852,809,772	100.00%
Of which: BlackRock inc.5	48,794,511	5.72%
Of which: Directors and Senior Management3	430,925	0.05%
Significant Shareholder voting rights (outstanding shares)		41.50%

1 For 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. At December 31,

2023, 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 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 275,840,595 ArcelorMittal

ordinary shares. Mr. Lakshmi N. Mittal was the direct owner of 489,772

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 339,988,715 ArcelorMittal ordinary shares, Mrs.

Mittal was the beneficial owner of 339,524,443 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

340,014,215 ordinary shares. As of December 31, 2023 and 2022, the

Significant Shareholder (together with Mr. Lakshmi N. Mittal and Mrs. Mittal)

held 39.87% and 37.65% of the Company’s ordinary shares respectively.

2 Represents ArcelorMittal ordinary shares repurchased pursuant to share

repurchase programs, fractional shares returned in various transactions, and

the use of treasury shares in various transactions.

3 Includes 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.

4 Note that ordinary shares included in this item are included in “Other Public

Shareholders” above.

5 On October 31, 2023, BlackRock, Inc. provided notifications to the Company

stating that it beneficially owned 5.72% of ArcelorMittal’s issued shares as of

October 30, 2023. The number of shares shown in this table is based on this

notification.

Management report

217

Aditya Mittal is the direct owner of 298,781 ArcelorMittal ordinary

shares, representing less than 0.1% of the ArcelorMittal ordinary

shares outstanding. Aditya Mittal holds a total of 276,045 PSUs

of which 71,050 may vest in 2024, 56,977 may vest in 2025,

73,902 may vest in 2026 and 74,116 in 2027. 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.

On April 25, 2023, BlackRock, Inc. provided a notification to the

Company stating that it beneficially owned 5% of ArcelorMittal’s

issued shares as of April 21, 2023.

On August 25, 2023, BlackRock, Inc. provided a notification to

the Company stating that it beneficially owned 5.68% of

ArcelorMittal’s issued shares as of August 23, 2023.

On September 18, 2023, BlackRock, Inc. provided notifications

to the Company stating that it beneficially owned 5.82% of

ArcelorMittal’s issued shares as of September 18, 2023.

On September 19, 2023, BlackRock, Inc. provided notifications

to the Company stating that it beneficially owned 5.83% of

ArcelorMittal’s issued shares as of September 19, 2023.

On October 31, 2023, BlackRock, Inc. provided notifications to

the Company stating that it beneficially owned 5.72% of

ArcelorMittal’s issued shares as of October 30, 2023.

On February 1, 2024, BlackRock, Inc. filed a Schedule 13G/A

with the U.S. Securities and Exchange Commission stating that

it beneficially owned 47,017,241 shares or 5.5% of

ArcelorMittal’s issued shares as of December 31, 2023.

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%.

Management report

218

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, 2023, 2,479 shareholders other than the

Significant Shareholder, holding an aggregate of 13,774,020

ArcelorMittal ordinary shares, were registered in ArcelorMittal’s

shareholder register, representing approximately 1.62% of the

ordinary shares issued (including treasury shares).

At December 31, 2023, there were 153 registered shareholders

holding an aggregate of 66,396,511 New York Registry Shares,

representing approximately 7.79% 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, 2023, 443,779,374 ArcelorMittal ordinary

shares were held through the Euroclear/Iberclear clearing

system in The Netherlands, France, Luxembourg and Spain,

representing approximately 52.04% 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, 2023, the aggregate beneficial share

ownership of ArcelorMittal directors and senior management (19

individuals) totaled 430,925 ArcelorMittal shares (excluding

shares beneficially owned by the Significant Shareholder, Mr.

Lakshmi N. Mittal) representing 0.05% 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.

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 2023	PSUs granted in 2022	PSUs granted in 2021	PSUs granted in 2020
Executive Office	141,973	141,564	109,143	148,422
Term (in years)	3	3	3	3
Vesting date1	January 1, 2027	January 1, 2026	January 1, 2025	January 1, 2024

Management report

219

1 See “Management and employees—Compensation—Remuneration—Long-term incentives plans”, for vesting conditions.


	RSUs granted in December 2023	PSUs granted in December 2023	RSUs granted in December 2022	PSUs granted in December 2022	RSUs granted in December 2021	PSUs granted in 2021
CFO and Other Executive Officers	54,800	233,100	41,500	113,900	32,400	89,200
Term (in years)	3	3	3	3	3	3
Vesting date1	December 8, 2026	January 1, 2027	December 13, 2025	January 1, 2026	December 16, 2024	January 1, 2025

1 See 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 2024 (similar to

2023) 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 2021, 2022 and 2023 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. Electricity and

natural gas contracts were renewed in 2022 and for 2023 under

similar terms and conditions. Electricity and natural gas supplies

will continue in 2024 under new terms and conditions as both

contracts are currently under negotiation. In addition,

Management report

220

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.

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

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”).

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, 2023, 66,396,511 shares (or approximately

7.79% of ArcelorMittal’s total issued shares) were ArcelorMittal

New York Registry Shares. Holders of ArcelorMittal New York

Management report

221

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 2023, Citibank

paid the Company $1,155,394.53 in respect of reimbursements

of expenses incurred by the Company in 2023.

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.

Following the achievement of the Group's net debt target, in

February 2021, the Board approved a new capital return policy.

According to this policy, the Board recommended a $0.30/share

base dividend be paid in June 2021, which was approved on

June 8, 2021 at the annual general meeting of shareholders.

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, which was approved on

May 4, 2022 at the annual general meeting of shareholders. The

dividend amounted to $332 million and was paid on June 10,

2022.

In February 2023, the Board of Directors recommended an

increase of the base annual dividend from $0.38/share to $0.44/

share, which was approved on May 2, 2023 at the annual

general meeting of shareholders. The dividend amounted to

$369 million and payment included two installments; the first

one was paid on June 15, 2023 and the second one was paid

on December 7, 2023.

In February 2024, the Board of Directors recommended an

increase of the base annual dividend to $0.50/share (from

$0.44/share paid in 2023) to be paid in two equal installments in

June 2024 and December 2024, subject to the approval of

shareholders at the annual general meeting of shareholders in

April 2024.

Purchases of equity securities by the issuer and affiliated

purchasers

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

Management report

222

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 March 31, 2023, ArcelorMittal announced the completion of

another $1.4 billion share buyback program initially announced

on July 29, 2022 ("2022 buyback program") pursuant to an

authorization given by the annual general meeting of

shareholders on May 4, 2022. At market close on March 31,

2023, ArcelorMittal had repurchased 60.4 million shares for a

total value of €1.5 billion ($1.5 billion) at an average price per

share of €24.10 ($24.68).

On May 5, 2023, the Company announced a new share

buyback program of up to 85 million shares to be completed by

May 2025 (subject to market conditions) under the authorization

given by the annual general meeting of shareholders of May 2,

2023 ("2023 buyback program") The actual amount of shares

that will be repurchased pursuant to this 2023 buyback program

will depend on the level of post-dividend free cash flow

generated over the period, the continued authorization by

shareholders, and market conditions. See “Introduction—History

and development of the Company—Additional information”.

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.


Program1	2023	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)
2022 buyback program	January 1 - January 31	—	—	—	19,104,941
2022 buyback program	February 1 - February 28	3,233,074	$29.70	3,233,074	15,871,867
2022 buyback program	March 1 - March 31	15,871,867	$28.89	15,871,867	—
None	April 1 - April 30	—	—	—	—
2023 buyback program	May 1 - May 31	5,170,704	$26.25	5,170,704	79,829,296
2023 buyback program	June 1 - June 30	517,205	$25.34	517,205	79,312,091
2023 buyback program	July 1 - July 31	—	—	—	79,312,091
2023 buyback program	August 1 - August 31	1,400,000	$27.10	1,400,000	77,912,091
2023 buyback program	September 1 - September 30	—	—	—	77,912,091
2023 buyback program	October 1 - October 31	—	—	—	77,912,091
2023 buyback program	November 1 - November 30	15,381,386	$23.98	15,381,386	62,530,705
2023 buyback program	December 1 - December 31	3,781,759	$25.59	3,781,759	58,748,946

1. Commencement of 2022 buyback program was announced on July 29, 2022 for an aggregate amount of $1.4 billion and the completion was announced on March 31,

2023. Commencement of 2023 buyback program was announced on May 5, 2023 for up to 85 million shares; the actual amount of shares to be repurchased will depend

on the level of post-dividend free cash flow generated over the period. See “Introduction—History and development of the Company—Additional information”. As of

December 31, 2023, the 2023 buyback program was not yet completed.

Share capital

As of December 31, 2023, the Company’s issued share capital

amounted to $303 million, represented by 852,809,772 ordinary

shares without nominal value. The Company's issued share

capital changed as described below in 2021, 2022 and 2023.

Out of the total of 852,809,772 shares in issue, 33,538,016

shares were held in treasury by ArcelorMittal at December 31,

2023, representing 3.93% of its issued share capital.

The Company’s authorized share capital, including the issued

share capital, was $395 million, represented by 1,111,418,599

ordinary shares without nominal value as of December 31,

2023. The Company's authorized share capital changed as

described below in 2021, 2022 and 2023.

On May 19, 2023, upon mandatory conversion of the remaining

24,290,025 outstanding mandatorily convertible subordinated

notes issued on May 18, 2020 and due May 18, 2023,

Management report

223

ArcelorMittal delivered a total of 57,057,991 treasury shares (of

which 9,396,120 to the Significant Shareholder). See note 11.2

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 by cancelling:

(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);

(iv) on May 18, 2022, 60 million treasury shares. As a result of

this cancellation, ArcelorMittal had 877,809,772 shares in issue

(compared to 937,809,772 before cancellation); and

(v) on April 28, 2023, 25 million treasury shares. As a result of

such cancellation, ArcelorMittal has 852,809,772 shares in issue

(compared to 877,809,772 before the cancellation).

The first two cancellations took into account the $2.2 billion

share buyback program announced on July 29, 2021, which was

completed on November 16, 2021, whereas the third

cancellation took into account the $1 billion share buyback

program announced on November 17, 2021, which was

completed on December 28, 2021. The fourth cancellation took

into account the $1 billion share buyback program announced

on May 5, 2022, which was completed on June 8, 2022. The

fifth cancellation took into account the 60,431,380 share

buyback announced on July 29, 2022 which was completed on

March 31, 2023.

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.

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”.

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.

Management report

224

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 shareholders'

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.

ABN AMRO assists the Company with certain administrative

tasks relating to the day-to-day administrative management of

the shareholders' register. 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, 2023,

66,396,511 shares (or approximately 7.79% 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

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, 2023,

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, 2023.

Such amendments to the Articles of Association were filed with

the Luxembourg Register of Commerce and Companies on May

11, 2023.

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 be renewed from time to time 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:

Management report

225

• 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, 2023, 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 2,

2023 (the “2023 AGM”) decided (a) to cancel with effect as of

the date of the 2023 AGM the authorization granted to the Board

of Directors by the general meeting of shareholders held on May

4, 2022 with respect to the share buy-back program (the

"Authorization"), and (b) to authorize, effective immediately after

the 2023 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 as well as to

enter into cash-settled derivative financial instruments to

mitigate the volatility in the share prices paid to acquire shares

in the Company.

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 2024 (the "2024 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 2024 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. For the avoidance of doubt, price

restrictions set out in the immediately preceding paragraphs do

not apply to cash-settled derivative financial instruments entered

into to mitigate volatility in the per share prices paid to acquire

shares in the Company. 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

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226

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

2, 2023 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 88 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

U.S. 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) as

amended (the “Shareholders' Rights Law”) includes provisions

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. 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

Management report

227

• 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.

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 2, 2023 general meetings, shareholders could also send

questions to the Company in advance by writing to a dedicated

e-mail address indicated in the convening notice. The Company

on a best efforts basis provided responses to the questions

during the general meeting Q&A session.

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

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228

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.

(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

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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 financial statements for ArcelorMittal, the

parent company of the ArcelorMittal group as well as the

consolidated financial statements 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 financial statements and the

consolidated financial statements, and in respect of each of

these sets of accounts a report must be issued by the

independent auditors.

The stand-alone audited financial statements, the consolidated

financial statements, 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

convening notice for the annual ordinary general meeting of

shareholders.

The stand-alone audited financial statements and the

consolidated financial statements, after their approval by the

annual ordinary general meeting of shareholders, are filed with

the Luxembourg Register of Commerce and Companies.

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

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230

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

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 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 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 amended, 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.

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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;

• 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 2023, nine 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.

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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.

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 2023.

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

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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.

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

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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, the 2023

AGM granted the Board of Directors 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

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 2024 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 2024 AGM. Details relating to the

repurchase of shares, as approved by the 2023 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 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 April 3, 1996 (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”.

Management report

235

(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

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 Passive foreign investment

company ("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 2022 and 2023 taxable

years, and ArcelorMittal does not expect to be a PFIC for its

2024 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 in regulations

promulgated in December 2021, 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

either (i) is eligible for, and properly elects, the benefits of the

Treaty, or (ii) consistently elects to apply a modified version of

these rules under recently issued temporary guidance and

complies with specific requirements set forth in such guidance,

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 temporary

guidance discussed above also indicates that the Treasury and

the IRS are considering proposing amendments to the

December 2021 regulations and that the temporary guidance

can be relied upon until additional guidance is issued that

withdraws or modifies the temporary guidance. 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. dollars. 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.

Management report

236

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

2022 and 2023 taxable years, and ArcelorMittal does not expect

to be a PFIC for its 2024 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

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. U.S. Holders 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. persons" (as defined in the Code) 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

Management report

237

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

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

Dividend withholding tax exemption 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) under the conditions of 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

Management report

238

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 2023. 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

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

disclosure. ArcelorMittal’s disclosure controls and procedures

are designed to provide reasonable assurance of achieving their

objectives.

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 report

239

Management, under the supervision and with the participation of

its Chief Executive Officer and Chief Financial Officer, carried

out an evaluation 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, 2023. Based upon that evaluation, the Company’s Chief

Executive Officer and Chief Financial Officer concluded that, as

of December 31, 2023 and as a result of the material weakness,

affecting sales and cost of sales in one of the Company’s

Canadian subsidiaries and described below, the Company’s

disclosure controls and procedures were not effective.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting as defined in

Rule 13a-15(f) of the Exchange Act. 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.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements. Also,

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 and procedures may deteriorate.

Management assessed the effectiveness of internal control over

financial reporting as of December 31, 2023 based upon the

framework in Internal Control—Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”). Management’s assessment of

the effectiveness of internal controls over financial reporting

excludes the evaluation of the internal controls over financial

reporting for ArcelorMittal Pecém, which was acquired on March

9, 2023. As of December 31, 2023, ArcelorMittal Pecém

represented 3% of the Company’s total assets and 2% of the

Company’s sales. The transaction is not expected to materially

affect ArcelorMittal’s internal control over financial reporting. The

Company expects its internal control system to be fully

implemented at ArcelorMittal Pecém during 2024 and to be

evaluated by management for effectiveness at that time.

A material weakness is a deficiency, or a combination of

deficiencies, in internal control over financial reporting, such that

there is a reasonable possibility that a material misstatement of

the Company's financial statements will not be prevented or

detected on a timely basis. Management has identified a

material weakness in internal control over financial reporting as

a result of control deficiencies at one of the Company’s

Canadian subsidiaries, with respect to information technology

general controls (“ITGCs”) in the areas of user access and

program change management over certain information

technology (“IT”) systems that support the recognition of sales

and cost of sales, ineffective business process controls

(automated and manual IT-dependent) due to the dependency

on such ITGCs, and other ineffective business process controls

supporting the recognition of sales and cost of sales. As of

December 31, 2023, this Canadian subsidiary represented 3%

of the Company’s total assets and 6% of the Company’s sales

for the year then ended.

This material weakness did not result in any material

misstatements in the consolidated financial statements.

However, due to the existence of the material weakness, a

reasonable possibility exists that material misstatements in the

Company’s financial statements would not have been prevented

or detected on a timely basis.

Based on this assessment, management concluded that, as a

result of the material weakness described above, ArcelorMittal’s

internal control over financial reporting was not effective as of

December 31, 2023.

Ernst & Young S.A., the Company’s independent registered

public accounting firm that audited the consolidated financial

statements for the year ended December 31, 2023, has issued

an adverse opinion on the effectiveness of the Company’s

internal control over financial reporting as of December 31,

2023.

Remediation plan

Management and the Company’s Board of Directors are

committed to maintaining a strong internal control environment.

Management, with the oversight of the Audit & Risk Committee

of the Board of Directors, evaluated the material weakness

identified as of December 31, 2023, and is implementing a

remediation plan to address the material weakness resulting

from internal control deficiencies at one of the Company's

Canadian subsidiaries and to enhance the Company’s control

environment.

The remediation plan will include enhanced identification of IT

applications relevant to internal control over financial reporting,

appropriate implementation and operation of ITGCs, continued

training of Company personnel and clear communication of

control responsibilities.

Changes in Internal Control over Financial Reporting

Except as noted in the preceding paragraphs, there have been

no changes in the Company’s internal control over financial

reporting that occurred during the year ended December 31,

2023 that have materially affected or are reasonably likely to

materially affect the Company’s internal control over financial

reporting.

Management report

240

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
ArcelorMittal Pecém S.A.1	ArcelorMittal Pecém	Brazil

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 Temirtau2	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

1. Acquisition during the year. For more details see section - 'Key transactions and events in 2023' above and note 2.2.4 to the consolidated financial statements.

2. On December 7, 2023, the Company completed the sale of ArcelorMittal Temirtau, its Kazakh steel and mining operation. See - " Key transactions and events in 2023" and

note 2.3 to the consolidated financial statements.

Management report

241

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 April 28, 2023.	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

242


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 nine 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

243

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

February 28, 2024February 28, 2024

Management report

244

$Annual report 2023-2.jpg$


		Year ended December 31,
	Notes	2023	2022	2021
Sales	4.1 and 12.1	68,275	79,844	76,571
(including 8,825, 9,744 and 10,519 of sales to related parties for 2023, 2022 and 2021, respectively)
Cost of sales	4.2 and 12.2	63,538	67,309	57,337
(including 2,049, 2,300 and 1,873 of purchases from related parties for 2023, 2022 and 2021, respectively)
Gross margin		4,737	12,535	19,234
Selling, general and administrative expenses		2,397	2,263	2,258
Operating income		2,340	10,272	16,976
Income from investments in associates, joint ventures and other investments	2.6	1,184	1,317	2,204
Impairment of investments in associates, joint ventures and other investments	2.4.4 and 2.6	(1,405)	—	—
Financing costs - net	6.2	(859)	(334)	(1,155)
Income before taxes		1,260	11,255	18,025
Income tax expense	10.1	238	1,717	2,460
Net income (including non-controlling interests)		1,022	9,538	15,565
Net income attributable to equity holders of the parent		919	9,302	14,956
Net income attributable to non-controlling interests		103	236	609
Net income (including non-controlling interests)		1,022	9,538	15,565


		Year ended December 31,
		2023	2022	2021
Earnings per common share (in U.S. dollar)
Basic		1.09	10.21	13.53
Diluted		1.09	10.18	13.49
Weighted average common shares outstanding (in millions)	11.3
Basic		842	911	1,105
Diluted		845	914	1,108

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)

246


	Year ended December 31,
	2023		2022		2021
Net income (including non-controlling interests)		1,022		9,538		15,565
Items that can be recycled to the consolidated statements of operations
Derivative financial instruments:
(Loss) gain arising during the period	(461)		1,664		2,921
Reclassification adjustments for loss (gain) included in the consolidated statements of operations and financial position (basis adjustments)	15		(1,899)		(384)
	(446)		(235)		2,537
Exchange differences arising on translation of foreign operations:
Gain (loss) arising during the period	1,013		(1,630)		(960)
Reclassification adjustments for loss included in the consolidated statements of operations	1,469		—		105
	2,482		(1,630)		(855)
Share of other comprehensive income related to associates and joint ventures
(Loss) gain arising during the period	(111)		46		509
Reclassification adjustments for gain included in the consolidated statements of operations and financial position (basis adjustments)	(479)		(506)		(266)
	(590)		(460)		243
Income tax benefit (expense) related to components of other comprehensive income that can be recycled to the consolidated statements of operations	16		(112)		(705)
Items that cannot be recycled to the consolidated statements of operations
Investments in equity instruments at FVOCI:
(Loss) gain arising during the period	(113)		(27)		764
Share of other comprehensive gain (loss) related to associates and joint ventures	5		(25)		(2)
	(108)		(52)		762
Employee benefits - Recognized actuarial (loss) gain	(103)		815		636
Share of other comprehensive income related to associates and joint ventures	5		32		21
	(98)		847		657
Income tax benefit (expense) related to components of other comprehensive income (loss) that cannot be recycled to the consolidated statements of operations	18		(193)		(313)
Total other comprehensive income (loss)	1,274		(1,835)		2,326
Total other comprehensive income (loss) attributable to:
Equity holders of the parent	1,258		(1,785)		2,365
Non-controlling interests	16		(50)		(39)
Total other comprehensive income (loss)		1,274		(1,835)		2,326
Total comprehensive income		2,296		7,703		17,891
Total comprehensive income attributable to:
Equity holders of the parent		2,177		7,517		17,321
Non-controlling interests		119		186		570
Total comprehensive income		2,296		7,703		17,891

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)

247


		December 31,
	Notes	2023	2022
ASSETS
Current assets:
Cash and cash equivalents	6.1.3	7,686	9,300
Restricted cash	6.1.3	97	114
Trade accounts receivable and other (including 372 and 677 from related parties at December 31, 2023 and 2022, respectively)	4.3 and 12.1	3,661	3,839
Inventories	4.4	18,759	20,087
Prepaid expenses and other current assets	4.5	3,037	3,778
Total current assets		33,240	37,118
Non-current assets:
Goodwill and intangible assets	5.1 and 5.3	5,102	4,903
Property, plant and equipment and biological assets	5.2, 5.3 and 7	33,656	30,167
Investments in associates and joint ventures	2.4	10,078	10,765
Other investments	2.5	513	1,119
Deferred tax assets	10.4	9,469	8,554
Other assets	4.6	1,859	1,921
Total non-current assets		60,677	57,429
Total assets		93,917	94,547

LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	6.1.2.1 and 7	2,312	2,583
Trade accounts payable and other (including 360 and 366 to related parties at December 31, 2023 and 2022, respectively)	4.7 and 12.2	13,605	13,532
Short-term provisions	9.1	588	1,101
Accrued expenses and other liabilities	4.8	4,967	4,864
Income tax liabilities		297	318
Total current liabilities		21,769	22,398
Non-current liabilities:
Long-term debt, net of current portion	6.1.2.2 and 7	8,369	9,067
Deferred tax liabilities	10.4	2,432	2,666
Deferred employee benefits	8.2	2,741	2,606
Long-term provisions	9.1	1,477	1,306
Other long-term obligations	9.2	1,061	914
Total non-current liabilities		16,080	16,559
Total liabilities		37,849	38,957

Contingencies and commitments	9.3 and 9.4
Equity:	11
Common shares (no par value, 1,111,418,599 and 1,136,418,599 shares authorized, 852,809,772 and 877,809,772 shares issued, and 819,271,756 and 805,337,929 shares outstanding at December 31, 2023 and 2022, respectively)		303	312
Treasury shares (33,538,016 and 72,471,843 common shares at December 31, 2023 and 2022, respectively, at cost)		(849)	(1,895)
Additional paid-in capital		27,185	28,651
Mandatorily convertible notes	11.2	—	509
Retained earnings		46,264	45,442
Reserves		(18,942)	(19,867)
Equity attributable to the equity holders of the parent		53,961	53,152
Non-controlling interests		2,107	2,438
Total equity		56,068	55,590
Total liabilities and equity		93,917	94,547

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)

248


							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, 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
Net income (including non-controlling interests)	—	—	—	—	—	919	—	—	—	—	919	103	1,022
Other comprehensive income (loss)	—	—	—	—	—	—	2,378	(927)	(108)	(85)	1,258	16	1,274
Total comprehensive income (loss)	—	—	—	—	—	919	2,378	(927)	(108)	(85)	2,177	119	2,296
Cancellation of shares (note 11.1)	—	(9)	664	—	(655)	—	—	—	—	—	—	—	—
Conversion of mandatorily convertible notes (note 11.2)	57	—	1,534	(509)	(794)	—	—	—	—	—	231	—	231
Recognition of share-based payments (note 8.3)	2	—	56	—	(17)	—	—	—	—	—	39	—	39
Share buyback (note 11.1)	(45)	—	(1,208)	—	—	—	—	—	—	—	(1,208)	—	(1,208)
Dividend (notes 11.4 and 11.5)	—	—	—	—	—	(369)	—	—	—	—	(369)	(151)	(520)
Disposal of Erdemir shares (note 2.5)	—	—	—	—	—	333	—	—	(333)	—	—	—	—
Early redemption of mandatory convertible bonds (note 11.2)	—	—	—	—	—	(24)	—	—	—	—	(24)	(291)	(315)
Mandatorily convertible bond extension (note 11.2)	—	—	—	—	—	—	—	—	—	—	—	(32)	(32)
Capital increase ArcelorMittal Liberia (note 11.5.1)	—	—	—	—	—	(15)	—	—	—	—	(15)	15	—
Other movements	—	—	—	—	—	(22)	—	—	—	—	(22)	9	(13)
Balance at December 31, 2023	819	303	(849)	—	27,185	46,264	(18,441)	1,978	(4)	(2,475)	53,961	2,107	56,068

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)

249


		Year ended December 31,
	Notes	2023	2022	2021
Operating activities:
Net income (including non-controlling interests)		1,022	9,538	15,565
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	5.1 and 5.2	2,675	2,580	2,523
Net impairment (reversal) charges	5.3	1,038	1,026	(218)
Bargain purchase gain	2.2.4	—	(100)	—
Interest expense	6.2	715	401	357
Interest income	6.2	(570)	(188)	(79)
Income tax expense	10.1	238	1,717	2,460
Net loss (gain) on disposal of subsidiaries	2.3	1,469	—	(104)
Income from investments in associates, joint ventures and other investments	2.6	(1,184)	(1,317)	(2,204)
Impairment on investments in associates, joint ventures and other investments	2.6	1,405	—	—
Provision on pensions and other post-employment benefits	8.2	249	176	147
Change in fair value adjustment on call option on mandatory convertible bonds	6.2	—	15	44
Unrealized foreign exchange effects		409	(82)	(154)
Write-downs of inventories to net realizable value, provisions and other non-cash operating expenses net	4.4	(400)	399	1,313
Changes in assets and liabilities that provided (required) cash, net of acquisitions and disposals:
Trade accounts receivable and other	4.1	307	1,133	(2,535)
Inventories	4.4	1,568	(2,062)	(8,654)
Trade accounts payable and other	4.7	(271)	(294)	4,780
VAT and other amounts (paid) received to/from public authorities		9	(410)	(123)
Other working capital and provisions movements		110	608	(672)
Interest paid		(788)	(440)	(479)
Interest received		553	178	73
Income taxes paid		(977)	(2,940)	(2,128)
Dividends received from associates, joint ventures and other investments		316	493	261
Cash contributions to plan assets and benefits paid for pensions and other post-employment benefits	8.2	(248)	(228)	(268)
Net cash provided by operating activities		7,645	10,203	9,905
Investing activities:
Purchase of property, plant and equipment and intangibles		(4,613)	(3,468)	(3,008)
Disposals of net assets of subsidiaries, net of cash disposed of 24, nil and 4 in 2023, 2022 and 2021, respectively	2.3	254	—	(4)
Acquisitions of net assets of subsidiaries, net of cash acquired of 4, 39 and 10 in 2023, 2022 and 2021, respectively	2.2.4	(2,524)	(939)	(25)
Disposals of property, plant and equipment and intangibles	5.1 and 5.2	718	95	105
Acquisition of associates and joint ventures	2.4	(73)	—	—
Lease installments and capital expenditure refund relating to ArcelorMittal Italia acquisition		—	—	(14)
Cash collateral for the TSR receivables retained in ArcelorMittal USA after disposal	6.1.3	—	—	260
Disposal of common and preferred Cleveland-Cliffs shares	2.5	—	—	2,680
(Acquisitions) disposals of financial assets	2.5	560	(32)	(80)
Other investing activities net		(170)	(139)	(254)
Net cash used in investing activities		(5,848)	(4,483)	(340)
Financing activities:
Payments from mandatorily convertible subordinated notes/ mandatorily convertible bonds	11.2	(340)	—	(1,196)
Proceeds from short-term debt	6.1.3	218	434	287
Proceeds from long-term debt	6.1.3	134	3,893	147
Payments of short-term debt	6.1.3	(1,670)	(1,044)	(1,664)
Payments of long-term debt	6.1.3	(16)	—	(2,332)
Share buyback	11.1	(1,208)	(2,937)	(5,170)
Dividends paid (includes 162, 331 and 260 of dividends paid to non-controlling shareholders in 2023, 2022 and 2021, respectively)		(531)	(663)	(572)
Repayment of cash pooling liability to Acciaierie d'Italia	2.3	—	—	(199)
Payment of principal portion of lease liabilities and other financing activities	6.1.3	(253)	(160)	(199)
Net cash used in financing activities		(3,666)	(477)	(10,898)
Net (decrease) increase in cash and cash equivalents		(1,869)	5,243	(1,333)
Effect of exchange rate changes on cash		255	(158)	(55)
Cash and cash equivalents:
At the beginning of the year		9,300	4,215	5,600
Reclassification of the period-end cash and cash equivalents from held for sale	2.3	—	—	3
At the end of the year		7,686	9,300	4,215

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

Consolidated financial statements

ArcelorMittal and Subsidiaries

Consolidated Statements of Cash Flows

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SUMMARY OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: ACCOUNTING PRINCIPLES
1.1	Basis of presentation
1.2	Climate change disclosures
1.3	Use of judgment and estimates
1.4	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

Consolidated financial statements

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251


NOTE 10: INCOME TAXES
10.1	Income tax expense
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

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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 February 28, 2024 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.

1.2 Climate change disclosures

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 Company's decarbonization roadmap is

broken down by country, plant and project to achieve the

Company's objectives and features five sets of actions and

initiatives that act as stepping-stones toward the goal of

achieving net-zero carbon emissions by 2050:

• Transforming the Company's steelmaking assets: this

involves switching where applicable from the BF-BOF

("Blast Furnace-Basic Oxygen Furnace") to low-carbon

steelmaking technologies through the DRI ("Direct

Reduced Iron") and from iron ore preparation in the

sinter plant (using heat or pressure to compact a

material) to the pellet plant (which compresses or

moulds the iron material into the shape of a pellet).

Ironmaking with pellets in the DRI is usually coupled

with an EAF ("Electric Arc Furnace"). To achieve its

2030 global carbon emissions intensity reduction

target, ArcelorMittal has estimated the gross capital

cost required to be approximately 10 billion, with the

expectation that public funding covers 50% of the total

cost of decarbonization, addressing both capital

expenditures and the higher operating expenditures.

The Company lists below the main announced or

ongoing projects:

Consolidated financial statements

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253


Hamilton (Canada)	In October 2022, ArcelorMittal, broke ground on its decarbonization project (the governments of Canada and Ontario having committed CAD$400 million and CAD$500 million, respectively, to the overall project cost) at the ArcelorMittal Dofasco plant in Hamilton, Ontario, Canada, which is expected to contribute to a considerable reduction of CO2 emissions. The project includes the construction of a 2.5 million tonnes DRI facility and one EAF.
Gijón and Sestao (Spain)	ArcelorMittal is planning to invest €1 billion in the Company's plant in Gijón including the construction of a 2.3 million-tonne hydrogen DRI plant. This investment is expected to deliver a reduction in carbon emissions at the Spanish operations of up to 50%. At a later stage, around 1 million tonnes per year of DRI would be supplied to Sestao to be used as feedstock for the plant’s two EAFs. On February 17, 2023, the European Commission approved, under EU state aid rules, a €450 million Spanish measure to support ArcelorMittal España in construction of the new DRI installation in Gijón. The Company is also planning to construct a new EAF for long products.
Hamburg (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. The Company is planning to test the ability of hydrogen DRI on an industrial scale, as well as testing carbon-free DRI in the EAF steelmaking process. The European Commission approved €55 million of funding support from the German Federal Government towards the plant construction.
Dunkirk(France)	In Dunkirk, ArcelorMittal would build a 2.5 million tonnes per year DRI. This DRI will be coupled with an innovative technology electric furnace and complemented by an additional EAF. On July 20, 2023, the Company received the European Commission’s approval of €850 million in state aid for the funding of this project.
Bremen and Eisenhüttenstadt (Germany)	ArcelorMittal is developing a project to build a large-scale industrial plant for the DRI based steelmaking at its site in Bremen, as well as EAFs in Bremen and Eisenhüttenstadt, following the announcement of the planned expansion of Germany’s hydrogen infrastructure and alongside its existing H2 Hamburg project. In February 2024, the Company received the European Commission's approval of €1.3 billion in state aid.
Ghent (Belgium)	ArcelorMittal Belgium is planning to build a 2.5 million-tonnes per year DRI plant and two EAFs at its Ghent site. 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. On June 22, 2023 the Company received the European Commission approval of €280 million in state aid for the funding of the project.

• Increasing the proportion of scrap used in the steelmaking

process: the Company 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. In 2022 and 2023, the Company

completed the acquisition of three specialist scrap metal

recyclers as the Company continually seeks to enhance its

ability to source scrap steel (see note 2.2.4).

• Transforming the energy used in the steelmaking process:

this is expected to involve shifting to one or a combination

of three alternatives: clean electricity (which could be in the

form of green hydrogen), carbon capture usage ("CCU")

coupled with carbon capture storage ("CCS") to ensure no

carbon is emitted, and use of circular carbon either through

natural or synthetic carbon cycles. In November 2023,

industrial production of ethanol commenced at

ArcelorMittal’s commercial flagship carbon capture and

utilization facility in Ghent, Belgium. The €200 million

Steelanol facility is a first of its kind for the European steel

industry, deploying technology developed by leading carbon

utilization company LanzaTech. This facility captures

carbon-rich waste gases from steelmaking and biologically

convert them into advanced ethanol through LanzaTech’s

biobased process. The facility not only reduces CO2

emissions at the plant by 125,000 tonnes per year, but also

results in the production of 80 million liters of bio-ethanol

per annum, which can be blended with traditional gasoline

as a low-carbon alternative fuel for the transport sector.

• Investing in clean electricity used in the steelmaking

process: 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 with suppliers from

renewables projects. In March 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 with commissioning expected by mid-2024 will

combine solar and wind power and be supported by

Greenko’s hydro pumped storage project, which helps to

254 Consolidated financial statements

254

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)

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. In May 2023, ArcelorMittal formed a joint

venture with Casa dos Ventos, one of Brazil’s largest

developers and producers of renewable energy projects, to

develop a 554 MW wind power project aiming to secure

and decarbonize a considerable proportion of the

Company's wholly-owned subsidiary ArcelorMittal Brasil’s

future electricity needs.

• Offsetting residual emissions: For these residual emissions,

which today the Company estimates will be 5% - 10% of

today’s emissions, ArcelorMittal plans to buy high-quality

offsets or launch projects to generate high-quality carbon

credits that would not have happened without the

Company’s intervention.

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, CCS 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. 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

Considering the risks related to climate change and the

Company's commitment established under the Paris agreement,

ArcelorMittal provides explicit information in the notes to these

consolidated financial statements regarding how climate change

affects the Company's financial information. The Company

presents below the references to the various notes where issues

associated with climate change are addressed:


Topic	Note	Content
Estimate and judgment	Note 1.3 Use of judgment and estimates	Judgments and estimates made in assessing the impact of climate change and the transition to a low carbon economy: useful lives of property, plant and equipment, estimates of future cash flow projections for impairment of non-financial assets, decommissioning costs
Sustainable investment	• Note 2.2.4 Acquisitions • Note 2.4.1 Joint ventures • Note 2.5 Other investments • Note 5.2 Property, plant and equipment and biological assets	Investments in renewable energy projects, scrap metal recycling businesses and breakthrough technologies through ArcelorMittal XCarb® Innovation Fund
Measurement of non- financial assets	Note 5.1 Goodwill and intangible assets	Recognition and measurement of emission rights
	Note 5.2 Property, plant and equipment and biological assets	Residual useful lives of certain assets, capital expenditures with respect to decarbonization strategy
	Note 5.3 Impairment of intangible assets, including goodwill, and tangible assets	Inclusion of climate-related risks in the assumptions for impairment testing
Provisions	Note 9.1 Provisions	Recognition of emission obligations
Share-based payments	Note 8.3 Share-based payments	Description of equity incentive plans requiring achievement of specific climate- related targets

1.3 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

Consolidated financial statements

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255

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

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 (see also below judgments and estimates

made in assessing the impact of climate change and the

transition to a low carbon economy). Discount rates are

reviewed annually.

Impairment of associates and joint ventures (note 2.4.4.):

Whenever there is an indication of impairment related to

investments accounted for under the equity method, the

Company performs an impairment test based, amongst others,

on an estimate of its share in the present value of the projected

future cash flows expected to be generated by operations of

associates and joint ventures and, similarly to impairment

testing of tangible and intangible assets, including goodwill, 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.

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;

Consolidated financial statements

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256

• 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.

Mineral reserve and resource estimates (note 5.2): Proven iron

ore 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

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.

Judgments and estimates made in assessing the impact of

climate change and the transition to a low carbon economy

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. The main judgements and

estimates made by ArcelorMittal when preparing the 2023

consolidated financial statements related to the expected effects

of climate change and the transition to a low carbon economy

are described below.

• 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

Consolidated financial statements

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257

technologies, the Company decreased estimates of residual

useful lives of such items of property, plant and equipment

for its flat steel operations in the EU and in Canada.

• Impairment of tangible and intangible assets, including

goodwill: Value in use calculations relating to flat steel

operations in the EU and in Canada, which apply the BF-

BOF route, include the impact of decarbonization at the

level of cash flow projections as decarbonization is

necessary to maintain the level of economic benefits

expected to arise from the assets in their current condition

considering the legal obligation of carbon neutrality for

these operations; accordingly the Company developed

assumptions in determining related capital expenditures

which reflect announced commitments and initiatives in

place, costs associated with operating the new technologies

which are expected to be deployed in the short to medium

term, 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. For other operations, discount rates are

increased to include a risk premium relative to the future

estimated decarbonization cost. 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, level of public

funding and other assumptions are inherently uncertain,

which could result in significant changes to value in use

calculations in future periods and affect impairment

assessments.

• 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 1.0 million tonnes of steel in 2023 (1.2 million

tonnes in 2022), and (captive) mines that produced 4.6 million

tonnes of iron ore in 2023 (4.9 million tonnes in 2022); the

related property, plant and equipment had a carrying value of

0.7 billion on the Company’s statement of financial position at

December 31, 2023 (0.6 billion at December 31, 2022). In 2023,

the Company’s Ukrainian operations (and in particular its Kryvyi

Rih steel plant) recorded 0.9 million of steel shipments (1.1

million tonnes in 2022), generating 1.2 billion of sales (1.4 billion

in 2022) including 0.5 billion of sales (0.4 billion in 2022) 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 ArcelorMittal's Kryvyi Rih ("AMKR") pig

iron 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. During the first half of 2023,

the Company continued to ramp up operations and has been

operating two of three blast furnaces until end of May 2023

following the restart of blast furnace No.8 on April 14, 2023. On

June 6, 2023, following the destruction of the Nova Kakhovka

reservoir's dam, AMKR temporarily suspended steelmaking and

production of rolled products to reduce water consumption. As a

result, the Company shut down blast furnace No.6 slightly

earlier than planned for a major planned repair but continued to

operate blast furnace No.8. In July 2023, AMKR announced that

it had completed the construction of a new pumping station and

5 kilometers pipeline to supply water to the city and to ensure

full coverage of its production needs. AMKR is currently

operating its mining and steel facilities at 45% and 30%,

respectively. ArcelorMittal continued to exercise control over its

Ukrainian operations and key production assets have not been

seriously damaged at the date of this report. 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 in 2022 a 1,026 impairment loss of property, plant

and equipment and intangibles (see note 5.3). In 2023, the

Company revised its value in use calculation and timing

expectations regarding return to pre-war conditions. It applied

separate discount rates over the discrete projections period,

including a higher country risk premium for the cash flow

projections until the end of 2024 and a return to a pre-war

country risk premium after 2024 and for the terminal value

calculation as value in use is sensitive to a difference in country

Consolidated financial statements

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258

risk for different periods. It concluded that the recoverable

amount remains in excess of the carrying amount. Conversely, if

the ongoing conflict between Russia and Ukraine persists, it

could continue to have a material effect on the overall

macroeconomic environment potentially affecting steel and iron

ore demand and prices as well as energy costs. It could also

result in further reduced production, sales and income with

respect to the Company's Ukrainian operations thus increasing

the risk that the Company may need to record an additional

impairment charge with respect to such operations in the future.

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 since early 2022. In 2023, while energy prices declined

and inflationary pressure started to dissipate, high interest rates

continued to constrain activity. As of October 1, 2023, when

goodwill was tested for impairment, discount rates applied for

value in use calculations included a higher risk-free rate as

compared to October 1, 2022. The Company sees signs of

improvement of apparent demand conditions as the destocking

phase reaches maturity and remains focused on executing its

strategic growth and decarbonization projects.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

259

1.4 Accounting standards applied

1.4.1 Adoption of new IFRS standards, amendments and

interpretations applicable from January 1, 2023

On January 1, 2023, the Company adopted 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. As the Company

does not issue insurance contracts and considering the limited

extent of its reinsurance activities, the adoption of this standard

did not have a material impact to the Company's consolidated

financial statements.

In addition, on January 1, 2023, the Company adopted the

following amendments:

• Amendments to IAS 8. The amendments clarify the

distinction between a change in accounting policies and a

change in accounting estimates.

• 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. Changes in accounting

policies are to be applied retrospectively while changes in

accounting estimates are to be applied prospectively.

• 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.

On May 23, 2023, the IASB issued 'International Tax Reform —

Pillar Two Model Rules (Amendments to IAS 12)' to respond to

stakeholders’ concerns about the potential implications of the

imminent implementation of the OECD Pillar Two model rules on

the accounting for income taxes. As a mandatory temporary

exception to the accounting for deferred taxes arising from the

implementation of the Pillar Two model rules, an entity does not

recognize and does not disclose information about deferred tax

assets and liabilities related to the OECD Pillar Two income

taxes. Also, in periods in which Pillar Two legislation is enacted

or substantively enacted, but not yet in effect, an entity should

disclose known or reasonably estimable information that helps

users of financial statements understand the entity’s exposure to

Pillar Two income taxes arising from that legislation. The

Company adopted this amendment and accordingly applied this

exception immediately upon issuance of the amendment and

retrospectively as of January 1, 2023.

The adoption of the above-mentioned amendments did not have

a material impact to the Company's consolidated financial

statements.

1.4.2 New IFRS standards, amendments and interpretations

applicable from 2024 onward

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 June 22,

2021, the IASB postponed the effective date of the

amendments. 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 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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

260

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.

1.4.3 New IFRS standards, amendments and interpretations not

yet endorsed by the European Union

On May 25, 2023, the IASB has published 'Supplier Finance

Arrangements (Amendments to IAS 7 and IFRS 7)' to add

disclosure requirements, and ‘signposts’ within existing

disclosure requirements, which require entities to provide

qualitative and quantitative information about supplier finance

arrangements. In particular, entities will have to disclose in the

notes information that enables users of financial statements to

(i) assess how supplier finance arrangements affect an entity’s

liabilities and cash flows and to (ii) understand the effect of

supplier finance arrangements on an entity’s exposure to

liquidity risk and how the entity might be affected if the

arrangements were no longer available to it. The amendments

to IAS 7 are effective for annual reporting periods beginning on

or after January 1, 2024 (with earlier application permitted) and

the amendments to IFRS 7 when it applies the amendments to

IAS 7.

On August 15, 2023, the IASB has published 'Lack of

Exchangeability (Amendments to IAS 21)' that contains

guidance to specify when a currency is exchangeable and how

to determine the exchange rate when it is not and how an entity

determines the exchange rate to apply when a currency is not

exchangeable. The amendments also require the disclosure of

additional information when a currency is not exchangeable.

The amendments are effective for annual periods beginning on

or after January 1, 2025 with early adoption permitted. The

amendments do not apply retrospectively. An entity recognizes

any effect of initially applying the amendments as an adjustment

to the opening balance of retained earnings when the entity

reports foreign currency transactions. When an entity uses a

presentation currency other than its functional currency, it

recognizes the cumulative amount of translation differences in

equity.

The Company is still assessing the potential impact of the

amendments to IAS 7, IFRS 7 and IAS 21 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 and 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

generated by operations of associates and joint ventures (see

also note 2.4.4).

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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

261

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)

262

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, 2023. 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 LLC	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%
ArcelorMittal Pecém 1	Brazil	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 3	Kazakhstan	—
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.

3. On December 7, 2023, the Company completed the sale of ArcelorMittal Temirtau, its Kazakh steel and mining operation see note 2.3.

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

263

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.

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 211.4%, 94.8% and 50.3%

for the year ended December 31, 2023, 2022 and 2021,

respectively, for this purpose. As a result of the inflation-related

adjustments on non-monetary items, a loss of 105 and 4 and a

gain of 33 was recognized in net financing costs for the year

ended December 31, 2023, 2022 and 2021, 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 190%, 207% and 686% for the years ended December 31,

2023, 2022 and 2021, respectively, for this purpose. As a result

of the inflation related adjustments a gain of 8, 5 and 14 was

recognized in net financing cost for the years ended

December 31, 2023, 2022 and 2021, respectively.

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

In January 2023, ArcelorMittal Brasil settled the undisputed

amount it accepts as the value of the Votorantim put option for

179 (see note 11.5.2).

On March 9, 2023, following receipt of customary regulatory

approvals, ArcelorMittal completed the acquisition of Companhia

Siderúrgica do Pecém subsequently renamed ArcelorMittal

Pecém for total cash consideration of 2,193. The Company

recognized acquisition-related costs of 4 in selling, general and

administrative expenses. ArcelorMittal Pecém is a world-class

operation, producing high-quality slab at a globally competitive

cost. ArcelorMittal Pecém’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. ArcelorMittal Pecém

operates within Brazil’s first Export Processing Zone, and

benefits from various tax incentives including a low corporate

income tax rate. The Company completed its measurement of

the acquisition-date fair value of the identifiable assets and

liabilities of ArcelorMittal Pecém. Acquired current assets and

other liabilities include 2,605 and 2,605 of restricted cash held in

escrow and debt, respectively, which were settled after

acquisition date. The Company presented these settlements as

non-cash transactions in the consolidated statements of cash

flows. It recognized also 3,123 (including trade receivables of

60), 1,824 and 100 of current assets, property, plant and

equipment and intangible assets, respectively. ArcelorMittal

recognized 164 goodwill resulting from operational and financial

synergies. Revenue and net income since acquisition date were

1,497 and 340, respectively. ArcelorMittal Pecém is part of the

Brazil reportable segment.

During the first half of 2023, the Company also completed two

acquisitions relating to ArcelorMittal Downstream Solutions

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

264

within the Europe reportable segment ("AMDS acquisitions").

On January 3, 2023, ArcelorMittal completed the acquisition of

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

recycling business based in the Netherlands. The acquisition is

part of ArcelorMittal's strategy of increasing the use of scrap

steel to lower CO2 emissions from steelmaking in both the EAF

and BF-BOF routes. On March 10, 2023, the Company also

completed the acquisition of the German insulation panel

manufacturer Italpannelli Germany (subsequently renamed Trier

Insulated Panels), which will complement the existing

geographic presence and strengthen the product portfolio of

ArcelorMittal Downstream Solutions' construction business. The

total cash consideration paid for the AMDS acquisitions was

€144 million (152 net of cash acquired of 4) including debt

assumed of 15. The Company completed the measurement of

the acquisition-date fair value of the identifiable assets and

liabilities of the AMDS acquisitions and recognized goodwill of

57, which is primarily attributable to the expected synergies and

other benefits from combining the activities of the AMDS

acquisitions with those of the Company. Goodwill is not

deductible for income tax purposes. Revenue and net loss since

acquisition date were 87 and 4, respectively.

Revenue and net income attributable to the equity holders of the

parent of the Company for the twelve months ended December

31, 2023 were 68,579 and 910, respectively, as though

ArcelorMittal had completed the ArcelorMittal Pecém and AMDS

acquisitions as of January 1, 2023.

During 2022, among others, the Company completed the

acquisition of three 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 EAF and BF-BOF 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 till December 31, 2022 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 till December 31, 2022 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 till December 31, 2022 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

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 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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

265

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 till December 31, 2022 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 till December 31, 2022 were 87 and 1,

respectively. ALBA is part of the Europe reportable segment.

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

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 2023, 2022 and 2021:


	2023		2022					2021
	ArcelorMittal Pecém	AMDS acquisitions	JLM	ASL	CSM	ArcelorMittal Texas HBI	ALBA	Condesa
Current assets	3,123	25	10	11	68	283	34	92
Property, plant and equipment	1,824	75	10	14	16	949	53	39
Intangible assets	100	32	24	16	—	11	30	—
Other non-current assets	138	8	—	1	1	—	—	10
Total assets	5,185	140	44	42	85	1,243	117	141
Deferred tax liabilities	—	(14)	(8)	(6)	—	(30)	(13)	—
Other liabilities	(3,156)	(46)	(13)	(10)	(51)	(82)	(70)	(84)
Total liabilities	(3,156)	(60)	(21)	(16)	(51)	(112)	(83)	(84)
Net assets acquired	2,029	80	23	26	34	1,131	34	57
Consideration paid net of cash acquired	2,193	152	43	39	7	805	45	25
Deferred consideration	—	—	—	—	—	—	11	—
Non-controlling interests	—	—	—	—	4	229	—	—
Debt assumed	—	(15)	—	—	—	—	—	—
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)	164	57	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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

266

of investments accounted for under the equity method are

recognized in income (loss) from investments in associates, joint

ventures and other investments.

An operation is classified as discontinued when it represents a

separate major line of business or geographical area of

operations that either has been disposed of or is classified as

held for sale. Discontinued operations are reported on a single

line in the Company's consolidated statements of operations. It

reflects the after-tax net income from discontinued operations

until the date of disposal and the gains or losses net of taxes

realized on the disposals of these operations. In addition, cash

flows generated by the discontinued operations are reported on

a separate line in the consolidated statement of cash flows for

the relevant periods.

Divestments in 2023

On December 7, 2023, ArcelorMittal completed the sale of

ArcelorMittal Temirtau, its steel and mining operations in

Kazakhstan, to Qazaqstan Investment Corporation ("QIC"), a

state-controlled direct investment fund. Under the terms of the

transaction, on closing ArcelorMittal received consideration of

286 (254 net of cash disposed of 24 and 8 transaction costs) for

net assets and a further 250 as repayment of outstanding intra-

group receivables. ArcelorMittal will also receive an additional

sovereign-fund guaranteed payment of 450, paid in four equal

annual installments, as repayment of an intra-group loan. All

ArcelorMittal Temirtau assets were transferred on an ‘as is’

operational basis, meaning QIC assumed control and

accountability for ArcelorMittal Temirtau’s operations. As a result

of loss of control, the Company derecognized assets and

liabilities of 1,650 and 1,372, respectively. ArcelorMittal

recognized in cost of sales a 732 impairment loss of property,

plant and equipment upon measuring the recoverable amount

based on sales proceeds (see note 5.3). The Company also

recognized in cost of sales a 194 impairment loss of goodwill

following the allocation to the disposal group of a portion of the

ACIS goodwill in proportion of the consideration received to the

total recoverable amount of ACIS operations (see notes 5.1 and

5.3). In addition, it reclassified 1,469 of foreign exchange

translation losses from other comprehensive income to cost of

sales in the consolidated statements of operations.

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;

• 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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

267

The table below summarizes the significant divestments

completed in 2023 and 2021 (there were no divestments in

2022):


	2023	2021
	ArcelorMittal Temirtau	Acciaerie d'Italia
Cash and cash equivalents	24	4
Other current assets	645	2,446
Intangible assets	—	17
Property, plant and equipment	972	1,875
Other assets	9	297
Total assets	1,650	4,639
Current liabilities	882	2,204
Other long-term liabilities	490	1,669
Total liabilities	1,372	3,873
Total net assets	278	766
% of net assets sold	100%	100%
Total net assets disposed of	278	766
ArcelorMittal retained interest 62%	—	1,205
Goodwill allocation	(194)	(52)
Consideration	278	—
Reclassification of foreign exchange and other	(1,469)	(283)
Gain (loss) on disposal/ derecognition	(1,663)	104

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	2023	2022
Joint ventures	5,611	6,372
Associates	3,109	3,060
Individually immaterial joint ventures and associates1	1,358	1,333
Total	10,078	10,765

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, 2023 and 2022, and none of them have a carrying value exceeding 150 at December 31, 2023 and 2022.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

268

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, 2023
Joint Ventures	AMNS India	Calvert	VAMA	Tameh	Borçelik	Al Jubail	VdSA	Total
Place of incorporation and operation 1	India	United States	China	Poland	Turkey	Saudi Arabia	Brazil
Principal Activity	Integrated flat steel producer 4,5	Automotive steel finishing 6	Automotive steel finishing	Energy production and supply	Manufacturing and sale of steel 2,3	Production and sale seamless line pipes and tubes	Renewable energy production and supply
Ownership and voting rights at December 31, 2023	60.00%	50.00%	50.00%	50.00%	50.00%	33.34%	55.00%
Current assets	3,653	1,798	853	389	559	935	93	8,280
of which cash, cash equivalents and restricted cash	926	83	201	46	12	297	3	1,568
Non-current assets	10,208	2,125	788	454	238	1,149	190	15,152
Current liabilities	1,617	1,017	557	462	329	542	7	4,531
of which trade and other payables and provisions	1,310	169	449	368	323	404	7	3,030
Non-current liabilities	6,763	1,103	51	37	39	633	—	8,626
of which trade and other payables and provisions	997	—	1	28	39	61	—	1,126
Non-controlling interest	27	—	—	—	—	—	—	27
Net assets attributable to equity holders of the parent	5,454	1,803	1,033	344	429	909	276	10,248
Company's share of net assets	3,272	902	517	172	215	303	151	5,532
Adjustments for differences in accounting policies and other	139	(6)	—	(20)	(40)	6	—	79
Carrying amount in the statements of financial position	3,411	896	517	152	175	309	151	5,611
Revenue	6,710	4,860	1,787	945	1,549	1,205	—	17,056
Depreciation and amortization	(446)	(70)	(36)	(37)	(25)	(69)	—	(683)
Interest income	54	—	2	2	1	—	—	59
Interest expense	(207)	(51)	(5)	(14)	(35)	(49)	—	(361)
Income tax benefit (expense)	(279)	—	(53)	(7)	(33)	21	—	(351)
Income (loss) from continuing operations	1,070	99	352	7	29	274	—	1,831
Other comprehensive income (loss)	(998)	(20)	—	(14)	(6)	—	—	(1,038)
Total comprehensive income (loss)	72	79	352	(7)	23	274	—	793
Cash dividends received by the Company	—	58	—	—	21	—	—	79

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, 2023; voting interest was 48.01%

at December 31, 2023.

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. Adjustments in Calvert primarily relate to differences in accounting policies regarding inventory valuation.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

269


	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 finishing 7	Automotive steel finishing	Energy production and supply	Manufacturin g 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

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).

7. Adjustments in Calvert primarily relate to differences in accounting policies regarding inventory valuation.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

270


			December 31, 2021
Joint Ventures	AMNS India	Acciaierie d'Italia	Calvert	VAMA	Tameh	Borçelik	Al Jubail	Total
Place of incorporation and operation1	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	Manufacturi ng 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.

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).

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 the full year 2021 including Jubail Energy Services Company ("JESCO") results after July 31,

2021.

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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

271

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

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;

– downstream facilities in Pune, Khopoli and

Gandhidham; 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. 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).

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 above.

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. On March 30,

2023, AMNS Luxembourg entered into an additional 5 billion

ten-year term loan agreement at floating rate with various

Japanese banks. The proceeds of the loan, which is guaranteed

by ArcelorMittal and NSC in proportion to their respective

interests in the joint venture, will be used for the purposes of

financing the expenditures necessary for the implementation of

phase 1A of expansion to increase production at the Hazira

facility to 15 million tonnes. The loan consists of Tranche A,

Tranche B and Tranche C of 2 billion, 1 billion and 2 billion,

respectively, is arranged to be disbursed by April 30, 2026 at the

request of AMNS Luxembourg.

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

272

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 and the

Ghoraburhani-Sagasahi mine in the Sudargarh district of

Odisha. 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.

On May 6, 2023, AMNS India completed the acquisition of

Indian Steel Corporation Limited subsequently renamed AMNS

Gandhidham specialized in cold-rolled, galvanized and non-

ferrous steel products for the automotive, construction, home

appliance and general engineering sectors.

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

value of 1,205 (see 2.3) 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 would be increased

to 60% and ArcelorMittal’s would reduce to 40%. The settlement

of Invitalia’s shareholder loan was completed on February 17,

2023.

On February 20, 2024, the Italian Government issued a decree

placing Acciaierie d’Italia in extraordinary administration

subsequent to the request of Invitalia, thereby passing control of

the company from its current shareholders, ArcelorMittal and

Invitalia, to government appointed commissioners. Acciaierie

d’Italia will in all likelihood not be able to complete the

acquisition of Ilva’s assets.

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. In April

2023 VAMA announced the start of production for its second

continuous galvanization line with an annual capacity of 450,000

tonnes, bringing its total capacity to 2 millions tonnes per year.

Equipment is currently in the ramp-up phase which is expected

to be completed by the second half of 2024.

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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

273

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 by the

end of 2024.

VdSA

On May 5, 2023, following approval by the Brazilian antitrust

authority CADE on April 13, 2023, ArcelorMittal formed the joint

venture Ventos de Santo Antônio Comercializadora de Energia

S.A. ("VdSA") with Casa dos Ventos, one of Brazil’s largest

developers and producers of renewable energy projects, to

develop a 554 MW wind power project, with ArcelorMittal

holding a 55% stake and Casa dos Ventos holding the

remaining 45%. The project Ventos de Santo Antonio aims to

secure and decarbonize a considerable proportion of the

Company's wholly-owned subsidiary ArcelorMittal Brazil’s future

electricity needs through a 20-year power purchasing power

agreement starting on January 1, 2026. Through the agreement,

both ArcelorMittal and Casa dos Ventos are guaranteed equal

board representation and participation in all significant financial

and operating decisions. The Company has therefore

determined that VdSA is a joint venture subject to joint control

as it does not control the entity, even though it holds a 55%

interest. The Company accounted for its investment in VdSA

under the equity method with an initial carrying amount of 147,

of which paid cash consideration of 73.

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.

Following the occurrence of a deadlock situation, both Tauron

Group and ArcelorMittal had the ability to exercise a put option

right, allowing each partner to sell its shares to the other one. As

per the shareholders' agreement, the declaration of acceptance

of an offer that is submitted first shall prevail. ArcelorMittal

successfully served its declaration on Tauron on January 2,

2024. Tauron challenged this assertion and both parties

continue discussions.

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

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%.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

274

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, 2023
Associates	China Oriental	DHS Group	Gonvarri Steel Industries	Baffinland 6	Total
Financial statements reporting date	June 30, 2023	September 30, 2023	September 30, 2023	December 31, 2023
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, 2023	37.00%	33.43%	35.00%	25.23%
Current assets	3,681	1,919	3,351	720	9,671
Non-current assets	3,124	2,430	2,086	10,572	18,212
Current liabilities	2,909	505	1,857	905	6,176
Non-current liabilities	395	994	940	3,335	5,664
Non-controlling interests	369	125	448	—	942
Net assets attributable to equity holders of the parent	3,132	2,725	2,192	7,052	15,101
Company's share of net assets	1,159	911	767	1,779	4,616
Adjustments for differences in accounting policies and other	—	134	(40)	(1,479)	(1,385)
Other adjustments2	48	(190)	20	—	(122)
Carrying amount in the statements of financial position	1,207	855	747	300	3,109
Revenue	3,183	2,800	5,874	536	12,393
Income / (loss) from continuing operations	40	184	222	(227)	219
Other comprehensive income	1	(1)	(25)	—	(25)
Total comprehensive income (loss)	41	183	197	(227)	194
Cash dividends received by the Company	5	43	35	—	83

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, 2023 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.

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)

275


	December 31, 2022
Associates	China Oriental	DHS Group	Gonvarri Steel Industries	Baffinland6	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 (loss)	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 as of the reporting dates described in the table above.

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)

276


	December 31, 2021
Associates	China Oriental	DHS Group	Gonvarri Steel Industries	Baffinland 6	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 adjustments 2	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
Net income (loss)	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.

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.

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).

Gonvarri Steel Industries

Holding Gonvarri SL (“Gonvarri Steel Industries”) is dedicated to

the processing of steel. The entity is a European leader in steel

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).

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

277

information of all individually immaterial joint ventures and

associates that are accounted for using the equity method:


	December 31, 2023			December 31, 2022
	Associates	Joint Ventures	Total	Associates	Joint Ventures	Total
Carrying amount of interests in associates and joint ventures	481	877	1,358	422	911	1,333
Share of:
Income from continuing operations	56	81	137	79	239	318
Other comprehensive income (loss)	4	(2)	2	2	5	7
Total comprehensive income (loss)	60	79	139	81	244	325

2.4.4 Impairment of associates and joint ventures

In the fourth quarter of 2023, Acciaierie d'Italia's financial

condition has deteriorated due in particular to the continued high

cost of energy and the repeal of relief measures for energy-

intensive companies. It has been experiencing liquidity issues,

which have resulted in conflicts with suppliers. ArcelorMittal, the

Italian Government and Invitalia discussed the terms and

conditions of a possible support to Acciaierie d'Italia to address

its short-term cash needs and the funding requirements to

enable it to complete the acquisition of Ilva’s business units but

the parties were not able to reach agreement on how to address

Acciaierie d'Italia’s funding needs. The Company assessed the

above facts as indicators of impairment with respect to its

investment, further confirmed by the extraordinary

administration of Acciaierie d'Italia effective February 20, 2024

(see note 2.4.1), and performed accordingly a value in use

calculation resulting in a 1,405 impairment loss considering the

uncertainty about Acciaierie d'Italia's future.

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, 2023 and 2022:

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,
	2023	2022
Erdemir	205	910
ArcelorMittal XCarb	152	76
Stalprodukt S.A.	65	58
Others	91	75
Investments in equity instruments at FVOCI	513	1,119

The Company’s significant investments in equity instruments at

FVOCI at December 31, 2023 and 2022 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.

During the first half of 2023, the Company's interest in Erdemir

decreased from 12% to 4% following the sale at the Istanbul

stock exchange of 265 million shares for the net proceeds of

626. As the investment was classified at FVOCI, the

accumulated revaluation gain of 333 was transferred from other

comprehensive income to retained earnings.

Unrealized (losses) gains recognized in other comprehensive

income were (105) and 66 for the year ended December 31,

2023 and 2022, 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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

278

AK Steel and ArcelorMittal USA. It is vertically integrated from

mining through iron making, steelmaking, rolling, finishing and

downstream with hot and cold stamping of steel parts and

components.

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 invests up

to 100 annually in groundbreaking companies developing

pioneering or breakthrough technologies which will accelerate

the steel industry's transition to carbon neutral steelmaking.

Since the launch of the XCarbTM innovation fund in March 2021,

ArcelorMittal has invested 189, including 66 and 43 in 2023 and

2022, of which 66 and 43, respectively, in equity instruments at

FVOCI.

In 2021, ArcelorMittal completed a 30 investment in the carbon

recycling company LanzaTech and a 20 investment in Heliogen,

a renewable energy technology company. ArcelorMittal is also a

lead investor in Form Energy, a company 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, with a 25 equity injection delivered in

2021 and an additional 17.5 in 2022. In addition, in 2022,

ArcelorMittal invested 25 in nuclear innovation company

TerraPower.

On January 26, 2023, ArcelorMittal invested 36 in Boston Metal,

which is developing and commercializing a patented Molten

Oxide Electrolysis (MOE) platform for decarbonizing primary

steelmaking and is targeting commercialization of this

technology by 2026. On June 30, 2023, ArcelorMittal completed

also a second 25 investment in TerraPower and on July 4, 2023

invested 5 in Char Technologies which is is developing a high

temperature pyrolysis ("HTP") technology that transforms

organic waste streams into valuable energy outputs.

Unrealized (losses) gains recognized in other comprehensive

income were (18) and 50 for the year ended December 31, 2023

and 2022, respectively.

Stalprodukt S.A.

Stalprodukt S.A. is a leading manufacturer and exporter of

highly processed steel products based in Poland. Unrealized

gains (losses) recognized in other comprehensive income were

8 and (7) for the year ended December 31, 2023 and 2022,

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.

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,
	2023	2022	2021
Share in net earnings of equity-accounted companies	1,181	1,193	2,091
Impairment charges	(1,405)	—	—
Gain (loss) on disposal	—	—	16
Dividend income 1	3	124	97
Total	(221)	1,317	2,204

1. Mainly 117 and 89 dividend income from Erdemir in 2022 and 2021,

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.

NOTE 3: SEGMENT REPORTING

3.1 Reportable segments

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, 2023 was the Executive Office -

comprising the Executive Chairman, Mr. Lakshmi N. Mittal and

the CEO, Mr. Aditya Mittal.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

279

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. 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 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 (before the Company's

disposal of its steel making operations in Kazakhstan,

see note 2.3). 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 (before the Company's disposal

of its coal and iron ore mining operations in

Kazakhstan, see note 2.3).

• 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.

As from January 1, 2024, ArcelorMittal implemented changes to

its organizational structure. India and joint ventures will be

reported as a new operating segment including the joint

ventures AMNS India, VAMA and Calvert as well as other

associates, joint ventures and other investments. The segment

Sustainable Solutions will be composed of a number of high-

growth, niche, capital light businesses playing an important role

in supporting climate action (including renewables, special

projects and construction business). They are currently reported

within the Europe segment and will be reported as a separate

operating segment. The NAFTA segment will be renamed North

America. Finally, following the sale of the Company’s operations

in Kazakhstan, the remaining parts of the former ACIS segment

will be assigned to Others.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

280

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, 2023
Sales to external customers	12,856	11,185	37,919	5,124	1,171	20	—	68,275
Intersegment sales 2	122	1,978	386	298	1,906	18	(4,708)	—
Operating income (loss)	1,917	1,461	1,104	(3,021)	1,144	(341)	76	2,340
Depreciation and amortization	(535)	(341)	(1,241)	(278)	(238)	(42)	—	(2,675)
Impairment	—	—	—	(1,038)	—	—	—	(1,038)
Capital expenditures	426	917	1,612	406	784	479	(11)	4,613
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

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,
	2023	2022	2021
Operating income	2,340	10,272	16,976
Income from investments in associates and joint ventures	1,184	1,317	2,204
Impairments of equity method investments	(1,405)	—	—
Financing costs - net	(859)	(334)	(1,155)
Income before taxes	1,260	11,255	18,025
Income tax expense	238	1,717	2,460
Net income (including non- controlling interests)	1,022	9,538	15,565

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)

281

Sales (by destination)


	Year ended December 31,
	2023	2022	2021
Americas
United States	8,886	8,835	7,300
Brazil	8,243	8,715	8,204
Canada	3,485	4,188	4,282
Mexico	3,288	2,876	2,356
Argentina	1,233	1,908	1,440
Others	1,110	1,538	1,826
Total Americas	26,245	28,060	25,408
Europe
Germany	6,550	7,761	6,541
Poland	4,466	5,930	5,298
France	4,611	5,703	4,874
Spain	3,981	4,737	4,187
Italy1	2,608	4,017	5,426
Czech Republic	1,183	1,432	1,362
Turkey	1,119	1,231	1,508
United Kingdom	1,341	1,593	1,519
Belgium	2,061	2,110	1,847
Netherlands	1,445	1,774	1,623
Russia	901	996	1,583
Romania	386	461	443
Ukraine	508	464	948
Others	4,620	6,310	5,025
Total Europe	35,780	44,519	42,184
Asia & Africa
South Africa	1,862	2,259	2,448
Morocco	745	806	689
Rest of Africa	524	499	1,068
China	764	765	943
Kazakhstan2	503	625	747
South Korea	410	383	608
India	102	131	142
Rest of Asia	1,340	1,797	2,334
Total Asia & Africa	6,250	7,265	8,979
Total	68,275	79,844	76,571

1. Sales in Italy include sales from Acciaierie d'Italia until April 14, 2021 (see

note 2.3).

2. On December 7, 2023, the Company completed the divestment of

ArcelorMittal Temirtau. Sales of ArcelorMittal Temirtau were consolidated

until that date see note 2.3.

Revenues from external customers attributed to the country of

domicile (Luxembourg) were 128, 206 and 185 for the years

ended December 31, 2023, 2022 and 2021, respectively.

Non-current assets1 per significant country:


	December 31,
	2023	2022
Americas
Canada	5,141	5,105
Brazil2	7,103	4,075
United States	963	1,079
Mexico	1,767	1,747
Argentina	289	404
Venezuela	32	24
Others	21	19
Total Americas	15,316	12,453
Europe
France	4,190	3,618
Germany	2,629	2,457
Belgium	2,800	2,534
Poland	2,545	2,302
Ukraine	695	658
Spain	2,058	1,978
Luxembourg	1,898	1,998
Bosnia and Herzegovina	159	161
Romania	37	26
Czech Republic	25	27
Others	368	271
Total Europe	17,404	16,030
Asia & Africa
Kazakhstan3	—	1,555
South Africa	424	567
Liberia	915	420
Morocco	103	88
India	587	80
Others	101	110
Total Asia & Africa	2,130	2,820
Unallocated assets	25,827	26,126
Total	60,677	57,429

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. Brazil includes ArcelorMittal Pecém acquired on March 9, 2023 (see note

2.2.4).

3. On December 7, 2023, the Company completed the sale of ArcelorMittal

Temirtau (see note 2.3).

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

products relate to the Company's own production. Others mainly

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

282

include non-steel and by-products sales, manufactured and

specialty steel products sales, shipping and other services.


	Year ended December 31,
	2023	2022	2021
Flat products	38,647	44,776	41,895
Long products	14,124	17,486	18,118
Tubular products	2,160	2,683	2,233
Mining products	1,269	1,391	1,860
Others	12,075	13,508	12,465
Total	68,275	79,844	76,571

3.4 Disaggregated revenue

Disaggregated revenue

The tables below summarize the disaggregated revenue recognized from contracts with customers:


Year ended December 31, 2023	NAFTA	Brazil	Europe	ACIS	Mining	Others	Total
Steel sales	11,830	10,393	33,569	4,234	—	—	60,026
Non-steel sales 1	541	160	1,585	424	1,140	—	3,850
By-product sales 2	94	174	1,305	168	—	—	1,741
Other sales 3	391	458	1,460	298	31	20	2,658
Total	12,856	11,185	37,919	5,124	1,171	20	68,275


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

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

transaction price) can be measured reliably, and it is probable

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

283

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 351 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, 2023 to be recognized as revenue during 2024

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, 2023, 2022 and 2021.


	Year ended December 31,
	2023	2022	2021
Trade accounts receivable and other - opening balance	3,839	5,143	3,072
Performance obligations satisfied	68,275	79,844	76,571
Payments received	(68,590)	(80,977)	(74,036)
Impairment of receivables (net of write backs and utilization)	(165)	—	(69)
Reclassification of the period- end receivables from /(to) held for sale and recognition (derecognition) of receivables related to business combination and divestments 1	189	190	182
TSR receivables retained in ArcelorMittal USA divestment 2	—	—	(260)
Foreign exchange and others	113	(361)	(317)
Trade accounts receivable and other - closing balance	3,661	3,839	5,143

1. 2023 mainly included receivables acquired as part of acquisition of

ArcelorMittal Pecém (see note 2.2.4) and receivables from ArcelorMittal

Temirtau recognized upon disposal partially offset by the derecognition of

ArcelorMittal Temirtau's receivables (see note 2.3). 2022 included mainly

receivables acquired as part of acquisition of ArcelorMittal Texas HBI (see

note 2.2.4). 2021 included mainly receivables from the joint venture

Acciaierie d'Italia (see note 2.3).

2. Cash collateral provided by the Company for the TSR receivables retained in

ArcelorMittal USA at the time of disposal in 2020, subsequently fully realized

in 2021.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

284

4.2 Cost of sales

Cost of sales includes the following components:


	Year ended December 31,
	2023	2022	2021
Materials	46,422	51,353	42,737
Labor costs	7,038	6,721	6,886
Logistic expenses	4,028	4,096	3,931
Depreciation and amortization	2,675	2,580	2,523
Net impairment charges/ (reversal) (note 5.3)	1,038	1,026	(218)
Foreign exchange translation losses upon disposal of Kazakhstan operations (note 2.3)	1,469	—	—
Other	868	1,533	1,478
Total	63,538	67,309	57,337

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,
	2023	2022
Gross amount	4,025	4,029
Allowance for lifetime expected credit losses	(364)	(190)
Total	3,661	3,839

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,
	2023	2022
NAFTA	337	289
Brazil	1,400	1,127
Europe	1,587	2,011
ACIS	264	347
Mining	73	65
Total	3,661	3,839

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

285

Aging of trade accounts receivable


	December 31,			December 31,
	2023			2022
	Gross	Allowance	Total	Gross	Allowance	Total
Not past due	3,070	(19)	3,051	3,063	(17)	3,046
Overdue 1-30 days	303	(1)	302	366	(2)	364
Overdue 31-60 days	83	(2)	81	120	(1)	119
Overdue 61-90 days	44	(1)	43	40	—	40
Overdue 91-180 days	143	(12)	131	97	(2)	95
More than 180 days	382	(329)	53	343	(168)	175
Total	4,025	(364)	3,661	4,029	(190)	3,839

The movements in the allowance are calculated based on

lifetime expected credit loss model for 2023, 2022 and 2021.

The allowances in respect of trade accounts receivable during

the periods presented are as follows :


	Year ended December 31,
	2023	2022	2021
Allowance - opening balance	190	206	136
Additions	178	19	87
Write backs / utilization	(13)	(19)	(18)
Foreign exchange and others	9	(16)	1
Allowance - closing balance	364	190	206

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

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, 2023 and 2022, the total amount of

trade accounts receivables sold amounted to 4.5 billion and 5.3

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.

Inventories, net of allowance for slow-moving inventory, excess

of cost over net realizable value and obsolescence of 1,434 and

1,629 as of December 31, 2023 and 2022, respectively, are

comprised of the following:


	December 31,
	2023	2022
Finished products	5,372	5,906
Production in process	4,741	5,343
Raw materials	6,334	6,639
Manufacturing supplies, spare parts and other 1	2,312	2,199
Total	18,759	20,087

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

286

1. Including spare parts of 1.7 billion and 1.5 billion , and manufacturing and other

supplies of 0.6 billion and 0.7 billion as of December 31, 2023 and 2022,

respectively.

Movements in the inventory write-downs are as follows:


	Year ended December 31,
	2023	2022	2021
Inventory write-downs - opening balance	1,629	1,023	1,079
Additions 1	516	759	178
Deductions / Releases 2	(681)	(136)	(236)
Foreign exchange and others	(30)	(17)	2
Inventory write-downs - closing balance	1,434	1,629	1,023

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,
	2023	2022
VAT receivables	792	1,144
Prepaid expenses and non-trade receivables	658	732
Financial amounts receivable2	247	122
Income tax receivable	209	158
Receivables from public authorities	206	152
Receivables from sale of intangible, tangible and financial assets	81	67
Derivative financial instruments (notes 6.1 and 6.3)	643	737
CO2 emission rights	3	491
Other 1	198	175
Total	3,037	3,778

1. Other included mainly advances to employees, accrued interest and other

miscellaneous receivables.

2. Includes at December 31, 2023 114 of outstanding receivables in connection

with the sale of ArcelorMittal Temirtau (see note 2.3).

4.6 Other assets

Other assets consisted of the following:


	December 31,
	2023	2022
Derivative financial instruments (notes 6.1 and 6.3)	163	835
Financial amounts receivable2	785	429
Long-term VAT receivables	215	74
Cash guarantees and deposits	178	155
Receivables from public authorities	115	73
Accrued interest	27	24
Receivables from sale of intangible, tangible and financial assets	100	139
Income tax receivable	91	68
Other 1	185	124
Total	1,859	1,921

1. Other mainly includes assets in pension funds and other amounts receivable.

2. Includes at December 31, 2023 342 of outstanding receivables in connection

with the sale of ArcelorMittal Temirtau (see note 2.3).

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 80 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 2.9 billion of trade payables were subject to

early discount by its suppliers in 2023 as compared to 2.8 billion

in 2022).

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

287

4.8 Accrued expenses and other liabilities

Accrued expenses and other liabilities were comprised of the

following:


	December 31,
	2023	2022
Accrued payroll and employee related expenses	1,403	1,415
Accrued interest and other payables	1,134	1,049
Payable from acquisition of intangible, tangible & financial assets	1,270	1,123
Other amounts due to public authorities	691	652
Derivative financial instruments (notes 6.1 and 6.3)	360	379
Put option liability ArcelorMittal Sul Fluminense (note 11.5.2)	—	179
Unearned revenue and accrued payables	109	67
Total	4,967	4,864

NOTE 5: GOODWILL, INTANGIBLE AND TANGIBLE ASSETS

5.1 Goodwill and intangible assets

T he carrying amounts of goodwill and intangible asset s are

summarized as follows:


	December 31,
	2023	2022
Goodwill on acquisitions	3,908	3,767
Concessions, patents and licenses	266	208
Customer relationships and trade marks	155	133
Emission rights	642	748
Other	131	47
Total	5,102	4,903

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, 2022	Acquisitions1	Foreign exchange differences and other movements	Divestments2	December 31, 2023
NAFTA	1,540	—	23	—	1,563
Brazil	1,070	164	82	—	1,316
Europe	523	57	33	—	613
ACIS	634	—	(24)	(194)	416
Total	3,767	221	114	(194)	3,908


	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

2. See note 2.3

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)

288

Other intangible assets are summarized as follows:


	Concessions, patents and licenses	Customer relationships and trade marks	Other	Total
Cost
At December 31, 2021	417	1,081	390	1,888
Acquisitions1	54	—	743	797
Acquisitions through business combinations (note 2.2.4)	11	70	—	81
Disposals	—	—	(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
Acquisitions1	75	—	102	177
Acquisitions through business combination (note 2.2.4)	8	24	100	132
Disposal	—	—	(222)	(222)
Divestment (note 2.3)	(18)	—	—	(18)
Foreign exchange differences	32	49	36	117
Transfers and other movements	13	4	18	35
At December 31, 2023	556	1,168	1,024	2,748

Accumulated amortization and impairment losses
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
Divestment (note 2.3)	(18)	—	—	(18)
Amortization charge	59	12	52	123
Foreign exchange differences	23	43	8	74
Transfers and other movements	(12)	—	(4)	(16)
At December 31, 2023	290	1,013	251	1,554

Carrying amount
At December 31, 2022	208	133	795	1,136
At December 31, 2023	266	155	773	1,194

1. Acquisitions in 'other' mainly relate to CO2 emission rights.

Disposal of other intangible assets resulted in a 414 gain.

Research and development costs not meeting the criteria for

capitalization are expensed as incurred. These costs amounted

to 299, 286 and 270 for the years ended December 31, 2023,

2022 and 2021, 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)

289

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 BF

and BOF, 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. Accordingly, depreciation charge

increased by 168 in 2023 and is expected to increase by 168,

142, 124, 28 and 26 for the years ended December 31, 2024,

2025, 2026, 2027 and 2028, respectively.

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

290

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

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)

291

• 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.

Power purchase agreements

Power purchase agreements, which provide for the physical

delivery of renewable energy and which do not comply neither

with the requirements of IFRS 10 for the existence of control or

joint control over a company, IFRS 11 regarding the existence of

joint operation over an asset, IFRS 16 for the recognition of a

lease, nor with the definition of a derivative under IFRS 9 are

accounted for as an executory contract on the basis of the own

use exemption when the relevant conditions are met.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

292

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, 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
Additions	61	291	4,372	258	52	5,034
Acquisitions through business combinations (note 2.2.4)	789	1,057	23	30	—	1,899
Foreign exchange differences	473	1,458	112	68	7	2,118
Disposals	(191)	(850)	(1)	—	(7)	(1,049)
Divestments (note 2.3)	(40)	(2,074)	(550)	—	(661)	(3,325)
Other movements 1	282	1,950	(2,500)	(87)	201	(154)
At December 31, 2023	10,850	35,965	7,343	2,272	3,032	59,462

Accumulated depreciation and impairment
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
Depreciation charge for the year	315	1,875	—	235	127	2,552
Impairment (note 5.3)	16	529	233	—	66	844
Disposals	(187)	(808)	—	—	(7)	(1,002)
Foreign exchange differences	248	977	(2)	12	6	1,241
Divestments (note 2.3)	(26)	(1,521)	(235)	—	(571)	(2,353)
Other movements 1	5	(101)	(40)	(112)	—	(248)
At December 31, 2023	3,819	18,152	1,083	928	1,824	25,806

Carrying amount
At December 31, 2022	6,028	16,932	4,760	1,210	1,237	30,167
At December 31, 2023	7,031	17,813	6,260	1,344	1,208	33,656

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 64 and 47 as of December 31, 2023 and 2022, respectively, and bearer plants of 51 and 37 as of

December 31, 2023 and 2022, respectively.

Capital expenditures relating to decarbonization and renewable

energy projects

In 2023 and 2022, capital expenditures relating to

decarbonization projects amounted to 0.2 billion mainly with

respect to the ArcelorMittal Dofasco (Canada) DRI/EAF project.

The carrying amount of temporarily idle property, plant and

equipment at December 31, 2023 and 2022 was 264 and 380

including 41 and 39 in Brazil, 6 and 6 in NAFTA, 112 and 89 in

the Europe segment and 105 and 246 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 22 and nil

at December 31, 2023 and 2022 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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

293

Capital commitments

See note 9.4 for information about contractual commitments for

acquisition of property, plant and equipment by the Company.

5.3 Impairment of intangible assets, including goodwill, and

tangible assets

Net i mpairment charges/(reversals) were as follows:


	Year ended December 31,
Type of asset	2023	2022	2021
Goodwill	194	—	—
Intangible assets	—	6	—
Tangible assets	844	1,020	(218)
Total	1,038	1,026	(218)

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 2023

impairment test of goodwill did not include the GCGU

corresponding to the Mining segment 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 $114 per tonne for

iron ore ($70 per tonne to $110 per tonne in 2022) and $185 per

tonne to $250 per tonne ($170 per tonne to $268 per tonne in

2022) 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 also additional opportunities as customers

deepen their understanding of embedded and lifecycle

emissions of the materials where steel compares favorably.

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 in the Company's future cash flow projections.

ArcelorMittal acknowledges that CGUs and GCGUs applying the

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 the future estimated decarbonization cost for such

operations is reflected through an additional risk premium

embedded in 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.

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. On

April 25, 2023, the EU adopted a revision of the ETS Directive

including a regulation establishing a carbon border adjustment

mechanism (“CBAM”) which entered into force on May 17, 2023.

The ETS and CBAM regulations will impact the carbon

emissions allowances from the second trading period of Phase

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

294

IV (2026-2030) onwards as they will be gradually phased out

(2.5% by 2026, 5% by 2027, 10% by 2028, 22.5% by 2029,

48.5% by 2030, 61% by 2031, 73.5% by 2032, 86% by 2033

and 100% by 2034). 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 under the ETS

scheme and in Canada. The assumption for carbon emission

cost is based on historical experience, implementation of

decarbonization strategies to mitigate or otherwise offset such

future costs and information available of future regulatory or

operational changes. With respect to the EU ETS scheme, the

assumption for carbon emission cost includes also the gradual

phasing out of free emission allowances and the forecast market

price of emission rights, for which the Company considered in its

five-year cash flow projections internal estimates of 85€/t for

2024, 90€/t for 2025 and 100€/t for the period 2026-2028.

The assumptions used in the value in use calculations are

inherently uncertain and require management judgment as

described in note 1.3. 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. 2023 was impacted by a negative price-cost

effect predominantly on account of lower average steel selling

prices and lower steel shipments. The decline in steel spreads

resulted from the pace of the decline in steel prices being

greater than the reduction in the raw material basket and energy

costs. At the end of the year, apparent demand conditions

showed however signs of improvement as the destocking phase

reached maturity.

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 2023 and 2022:


	NAFTA	Brazil	Europe	ACIS
GCGU weighted average pre-tax discount rate used in 2023 (in %)	13.0	17.2	11.5	20.8
GCGU weighted average pre-tax discount rate used in 2022 (in %)	13.3	18.7	10.6	18.4

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, 2023 and October 1, 2022. In 2023, in connection

with the sale of ArcelorMittal Temirtau, the Company recognized

a 194 impairment loss relating to a portion of ACIS segment

goodwill allocated to the disposal group in proportion of the total

sale consideration to the recoverable amount of the remaining

ACIS operations. The total value in use calculated for all

GCGUs decreased overall in 2023 as compared to 2022

primarily as a result of higher discount rates in Europe and ACIS

and lower cash flow projections for certain GCGUs.

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,

2023, the Company believes that reasonably possible changes

in key assumptions could cause an additional impairment loss to

be recognized in respect of the ACIS segment.

ACIS produces a combination of flat and long products.

Following the sale of the Company's operations in Kazakhstan,

ACIS operations include facilities in South Africa and Ukraine.

ACIS is significantly sufficient in iron ore. 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 since

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 AMKR and such conditions are expected to

continue throughout 2024. The ACIS value in use model

anticipates an increase in sales volumes in 2024 (5.0 million

tonnes) as compared to 2023 (3.4 million tonnes excluding

shipments from the Company's operations in Kazakhstan) with

higher 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	149
Increase in pre-tax discount rate (change in basis points)	97
Decrease in average selling price (change in %)	1.3%
Decrease in shipments (change in %)	4.3%

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

295

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

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, 2023 and December 31, 2022, the Company

determined it has 46 cash-generating units.

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, 2023, 2022 and 2021:

2023

In 2023, ArcelorMittal recognized a 732 impairment charge

related to property, plant and equipment with respect to the sale

on December 7, 2023 of its Kazakhstan operations in the ACIS

segment to Qazaqstan Investment Corporation, a state-

controlled direct investment fund. The impairment loss resulted

from the adjustment of the carrying amount of the disposal

group to the net sales proceeds of 278 (see note 2.3).

On November 28, 2023, AMSA announced that it contemplates

the wind down of its Longs Business subject to a due diligence

and a consultative process involving key customers, suppliers,

organized labour, and other stakeholders. Since making the

announcement, AMSA has been engaging with various

stakeholders, including Government. These stakeholders have

expressed widespread concern regarding the negative

economic impact of the closure. AMSA was requested to

consider what support was needed to change the closure

decision. Discussions are currently still ongoing. The Company

assessed the recoverable amount of its Longs Business in

South Africa based on a value in use calculation and recognized

accordingly a 112 impairment charge of property, plant and

equipment.

Cash Generating Unit

Region

Operating

Segment

Recoverable

Amount (Value

in Use)

Total

Impairment

Recorded

2023 Pre-Tax

Discount Rate

2022 Pre-Tax

Discount Rate

Carrying Amount of

property, plant and

equipment as of

December 31, 2023

Long Products South Africa

South Africa

ACIS

264

112

17.3%

17.5%

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 AMKR (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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

296

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 AMKR 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

AMKR

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.

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

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, 2023:

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

297


	December 31, 2023
	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	7,686	—	7,686	—	—	—
Restricted cash	97	—	97	—	—	—
Trade accounts receivable and other	3,661	—	3,491	—	170	—
Inventories	18,759	18,759	—	—	—	—
Prepaid expenses and other current assets	3,037	1,304	1,090	—	—	643
Total current assets	33,240	20,063	12,364	—	170	643

Non-current assets:
Goodwill and intangible assets	5,102	5,102	—	—	—	—
Property, plant and equipment and biological assets	33,656	33,592	—	64	—	—
Investments in associates and joint ventures	10,078	10,078	—	—	—	—
Other investments	513	—	—	—	513	—
Deferred tax assets	9,469	9,469	—	—	—	—
Other assets	1,859	465	1,095	136	—	163
Total non-current assets	60,677	58,706	1,095	200	513	163
Total assets	93,917	78,769	13,459	200	683	806

LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	2,312	—	2,312	—	—	—
Trade accounts payable and other	13,605	—	13,605	—	—	—
Short-term provisions	588	561	27	—	—	—
Accrued expenses and other liabilities	4,967	892	3,715	—	—	360
Income tax liabilities	297	297	—	—	—	—
Total current liabilities	21,769	1,750	19,659	—	—	360

Non-current liabilities:
Long-term debt, net of current portion	8,369	—	8,369	—	—	—
Deferred tax liabilities	2,432	2,432	—	—	—	—
Deferred employee benefits	2,741	2,741	—	—	—	—
Long-term provisions	1,477	1,477	—	—	—	—
Other long-term obligations	1,061	439	546	—	—	76
Total non-current liabilities	16,080	7,089	8,915	—	—	76

Equity:
Equity attributable to the equity holders of the parent	53,961	53,961	—	—	—	—
Non-controlling interests	2,107	2,107	—	—	—	—
Total equity	56,068	56,068	—	—	—	—
Total liabilities and equity	93,917	64,907	28,574	—	—	436

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

298


	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)

299

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, 2023
	Level 1	Level 2	Level 3	Total
Assets at fair value:
Investments in equity instruments at FVOCI	315	—	198	513
Trade accounts receivable and other subject to TSR programs*	—	—	170	170
Derivative financial current assets	—	643	—	643
Derivative financial non-current assets	—	163	—	163
Total assets at fair value	315	806	368	1,489
Liabilities at fair value:
Derivative financial current liabilities	—	332	28	360
Derivative financial non-current liabilities	—	22	54	76
Total liabilities at fair value	—	354	82	436

*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, 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.

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.

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,

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

300

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,
	2023	2022
Short-term bank loans and other credit facilities including commercial paper 1	980	1,017
Current portion of long-term debt	1,125	1,338
Lease obligations2	207	228
Total	2,312	2,583

1. The weighted average interest rate on short-term borrowings outstanding was

5.5% and 4.0% as of December 31, 2023 and 2022, respectively.

2. See note 7.

Short-term bank loans and other credit facilities include short-

term loans, overdrafts and commercial paper.

ArcelorMittal has entered into certain short-term committed

bilateral credit facilities renewable on an annual basis. As of

December 31, 2023 , 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 towards the purchase price for the intended

acquisition of ArcelorMittal Pecém, 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, 2023 and

2022, the outstanding amount was 684 and 796, respectively.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

301

6.1.2.2 Long-term debt

Long-term debt is comprised of the following:


				December 31,
				2023	2022
	Year of maturity	Type of Interest	Interest rate1	Carrying amount at amortized cost
Corporate
5.4 billion Revolving Credit Facility	2023 - 2025	Floating		—	—
€500 million Unsecured Notes	2023	Fixed	0.95%	—	391
€750 million Unsecured Notes	2023	Fixed	1.00%	—	799
€1.0 billion Unsecured Notes	2024	Fixed	2.25%	585	567
750 Unsecured Notes	2024	Fixed	3.60%	290	289
500 Unsecured Notes	2025	Fixed	6.13%	183	183
€750 million Unsecured Notes	2025	Fixed	1.75%	826	796
750 Unsecured Notes	2026	Fixed	4.55%	400	399
€600 million Unsecured Notes	2026	Fixed	4.88%	659	635
1.2 billion Unsecured Notes	2027	Fixed	6.55%	1,195	1,193
500 Unsecured Notes	2029	Fixed	4.25%	496	495
1.0 billion Unsecured Notes	2032	Fixed	6.80%	989	988
1.5 billion Unsecured Bonds	2039	Fixed	7.00%	672	672
1.0 billion Unsecured Notes	2041	Fixed	6.75%	428	428
EIB loan	2025	Fixed	1.16%	81	140
EIB loan	2032	Floating	5.22%	309	299
Schuldschein loans	2025 - 2027	Fixed	2.5% - 3.0%	100	96
Schuldschein loans	2025 - 2027	Floating	5.1% - 5.4%	699	674
Other loans	2023	Fixed	1.8 %	—	18
Other loans	2029 - 2035	Floating	0.7% - 4.2%	223	243
Total Corporate				8,135	9,305
Americas
Other loans	2024 - 2030	Fixed/Floating	0.0% - 9.5%	45	57
Total Americas				45	57
Europe, Asia & Africa
EBRD Facility	2024 - 2026	Floating	7.2% - 7.9%	177	86
Other loans	2023 - 2043	Fixed/Floating	0.0% - 8.0%	198	129
Total Europe, Asia & Africa				375	215
Total				8,555	9,577
Less current portion of long-term debt				(1,125)	(1,338)
Total long-term debt (excluding lease obligations)				7,430	8,239
Long-term lease obligations2				939	828
Total long-term debt, net of current portion				8,369	9,067

1. Rates applicable to balances outstanding at December 31, 2023. For debt that has been redeemed in its entirety during 2023, the interest rates refer to the rates at

repayment date.

2. Net of current portion of 207 and 228 as of December 31, 2023 and 2022, respectively. See note 7.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

302

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. On December 19, 2023 extension was

completed for 5.4 billion of the 5.5 billion revolving credit facility,

with 0.1 billion lapsed at maturity. The Facility 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. ArcelorMittal's long-

term credit rating was upgraded on August 9, 2021 by Moody's

to 'Baa3' and its outlook was changed to positive by Moody's on

February 19, 2024. On June 16, 2023, Standard & Poor's

upgraded ArcelorMittal's outlook to positive and affirmed a long-

term credit rating of 'BBB-'. 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, 2023, the 5.4 billion

revolving credit facility was fully available. The Company make

drawdowns from and repayments on the 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 17, 2023, at maturity, ArcelorMittal fully repaid the

outstanding €367 million (395) of its €500 million Fixed Rate

Notes due 2023.

On May 19, 2023, at maturity, ArcelorMittal fully repaid

€750 million (812) Fixed Rate Notes due 2023.

On January 17, 2024, at maturity, ArcelorMittal fully repaid the

outstanding €529 million (585) of its €1.0 billion Fixed Rate

Notes due 2024.

The margin applicable to ArcelorMittal’s principal credit facilities

(5.4 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
€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, 2023.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

303

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, 2023, €280

million (309) 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, 2023, €73 million (81) 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, 2023,

€723 million (799) 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 December 28, 2029.

The outstanding amount in total as of December 31, 2023 was

€122 million (134).

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. As of December 31, 2023, the loan was

fully repaid.

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, AMKR 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, 2023, 18 was

outstanding under the agreement.

On December 15, 2022, AMKR entered into a 100 loan

agreement with EBRD for working capital purposes. As of

December 31, 2023, 100 was drawn under the agreement.

On November 17, 2023, AMKR entered into a 150 loan

agreement with EBRD for working capital purposes. 59 were

committed and fully drawn as of December 31, 2023. 91 will be

committed by EBRD in 2024 upon AMKR's request.

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 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. On August 30, 2023, the facility

was further amended and restated for an amount of 4.5 billion

South African rand and with a maturity of September 7, 2026.

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, 2023, 3.0

billion South African rand (162) was drawn.

Other loans

Other loans mainly relate to loans contracted by ArcelorMittal

subsidiaries with different counterparties.

Hedge of net investments

As of April 1, 2018, the Company designated a portfolio of euro

denominated debt (€3,627 million and €4,862 million as of

December 31, 2023 and 2022, respectively) as a hedge of

certain euro denominated investments (€8,635 million and

€8,837 million as of December 31, 2023 and 2022, 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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

304

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, 2023 and 2022, the Company recognized

166 foreign exchange loss and 197 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, 2023 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
2024		2,312
2025		1,720
2026		1,335
2027		1,749
2028		154
Subsequent years		3,411
Total		10,681

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, 2023	Carrying amount	Fair Value
		Level 1	Level 2	Level 3	Total
Instruments payable bearing interest at fixed rates	8,165	6,969	1,273	—	8,242
Instruments payable bearing interest at variable rates	1,536	—	1,539	—	1,539
Total long-term debt, including current portion	9,701	6,969	2,812	—	9,781
Short term bank loans and other credit facilities including commercial paper	980	—	988	—	988


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

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.

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

305

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,
	2023	2022
Cash at bank	5,405	4,489
Term deposits	774	828
Money market funds1	1,507	3,983
Total	7,686	9,300

1 Money 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 97 as of December 31, 2023 and 114 as of

December 31, 2022 included 54 and 52 relating to various

environmental obligations, true sales of receivables programs

and letters of credit issued in ArcelorMittal South Africa. It also

included 13 and 20 in connection with the mandatory convertible

bonds as of December 31, 2023 and December 31, 2022,

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.


	Long-term debt, net of current portion	Short-term debt and current portion of long term debt
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
Proceeds from long-term debt	134	—
Payments of long-term debt	(16)	—
Amortized cost	8	(3)
Proceeds from short-term debt	—	218
Payments of short-term debt	—	(1,670)
Current portion of long-term debt	(1,332)	1,332
Payments of principal portion of lease liabilities (note 7) 1	(8)	(245)
Additions to lease liabilities (notes 5.2 and 7)	250	38
Unrealized foreign exchange effects and other movements	266	59
Balance as of December 31, 2023 (note 6.1.2)	8,369	2,312

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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

306

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, 2023 and December 31, 2022:


As of December 31, 2023	Total	EUR	USD	ARS	BRL	INR	Other
Short-term debt and current portion of long-term debt	2,312	1,414	533	—	31	68	266
Long-term debt, net of current portion	8,369	3,312	4,560	—	86	1	410
Cash and cash equivalents and restricted cash	(7,783)	(5,660)	(886)	(461)	(171)	(62)	(543)
Net debt	2,898	(934)	4,207	(461)	(54)	7	133


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, restricted cash and other restricted funds	(9,414)	(6,514)	(1,494)	(364)	(275)	(85)	(682)
Net debt	2,236	(678)	3,601	(364)	(173)	(83)	(67)

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 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

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)

307

Derivative financial instruments classified as Level 2:

The following tables summarize this portfolio:


	December 31, 2023
	Assets		Liabilities
	Notional Amount	Fair Value	Notional Amount	Fair Value
Interest rate instruments
Other interest rate instruments	221	—	453	—
Total interest rate instruments		—		—

Foreign exchange rate instruments
Forward purchase contracts	1,198	60	4,114	(82)
Forward sale contracts	2,510	53	825	(11)
Exchange option purchases	619	34	760	(3)
Exchange options sales	920	19	608	(46)
Total foreign exchange rate instruments		166		(142)

Raw materials (base metals), freight, energy, emission rights
Term contracts sales	1,350	373	486	(46)
Term contracts purchases	1,538	267	1,235	(166)
Options sales/purchases	18	—	—	—
Total raw materials (base metals), freight, energy, emission rights		640		(212)
Total		806		(354)


	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)
Option sales/purchases	207	5	197	(5)
Total raw materials (base metals), freight, energy, emission rights		1,418		(363)
Total		1,572		(424)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

308

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:

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.

Call option on MCB

ArcelorMittal establishes the fair valuation of the call option on

the 660 mandatory convertible bonds (on March 14, 2023, the

Company through its wholly-owned subsidiary Hera Ermac early

repaid 226,666 out of the 666,666 outstanding unsecured and

unsubordinated bonds mandatorily convertible into preferred

shares of such subsidiary (see note 11.2) through the use of

binomial valuation models based on the estimated values of the

underlying equity spot price of $102 ($127 at December 31,

2022) and volatility of 10% (13% at December 31, 2022).

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 SOFR Term curve 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 2023 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 1027% and 96% increase

and decrease of the fair value of the call option at December 31,

2023, respectively.

Electricity option

ArcelorMittal and an electricity supplier entered into a multi-

buyer power supply contract on French market. Other clients of

this contract are committed to purchase electricity from the

supplier with opt-out rights to be exercised in 2024 for

2025-2029 delivery period and in 2029 for 2030-2034 delivery

period. The Company is committed to acquire up to 51% of the

opt-out volumes.

The fair value of the option is based on the Black-Scholes

formula model. Observable input data used in the valuation

include euro zero coupon yield curve and electricity forward

prices for tenors quoted by the European Energy Exchange

(EEX). Unobservable input data is used to measure fair value to

the extent relevant observable inputs are not available. For

instance, electricity forward prices are extrapolated for tenors

not quoted by EEX and volatility is computed based on historical

settlement prices over the last 3 years. A 10% increase and

decrease in electricity forward prices would result in a 19%

decrease and 26% increase, respectively, of the fair value of the

option at December 31, 2023.

The following table summarizes the reconciliation of the fair

value of the financial instrument classified as Level 3:


	Electricity option	Call option on 660 mandatory convertible bonds
Balance as of December 31, 2021	—	15
Change in fair value	—	(15)
Balance as of December 31, 2022	—	—
Change in fair value	(82)	—
Balance as of December 31, 2023	(82)	—

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

309

The fair value movement relating to the Level 3 derivative

instrument is recognized in financing costs-net in the

consolidated statements of operations .

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

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 reclassified 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, 2023 , 2022 and 2021 are as follows:


	Year ended December 31,
	2023	2022	2021
Interest expense	(715)	(401)	(357)
Interest income	570	188	79
Change in fair value adjustment on call option on mandatory convertible bonds	—	(15)	(44)
Accretion of defined benefit obligations and other long term liabilities	(243)	(51)	(164)
Net foreign exchange gain/ (loss)	(48)	191	(155)
Other1	(423)	(246)	(514)
Total	(859)	(334)	(1,155)

1. Other mainly included expenses related to true sale of receivables (“TSR”)

programs and bank fees. In 2023, others included 66 relating to the term

extension of mandatorily convertible bonds (see note 11.2). 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, and 61 charges related to early redemption of

MCNs (see note 11.2).

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)

310


	December 31,
	2023	2022
Total equity	56,068	55,590
Net debt	2,898	2,236
Gearing	5.2%	4.0%

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, 2023, the long-term debt was comprised of

84% fixed rate debt and 16% 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, 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, 2023, the Company is mainly subject to

foreign exchange exposure relating to the euro, Brazilian real,

Canadian dollar, 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, 2023:


	December 31, 2023
	Trade receivables	Trade payables
USD	776	4,989
EUR	928	5,531
BRL	1,111	823
CAD	49	512
GBP	27	104
ZAR	139	382
MXN	39	53
UAH	63	164
PLN	211	697
ARS	51	62
Other	267	288
Total	3,661	13,605

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)

311


	10% increase		10% decrease
	Trade receivables	Trade payables	Trade receivables	Trade payables
EUR	93	553	(93)	(553)
BRL	111	82	(111)	(82)
CAD	5	51	(5)	(51)
GBP	3	10	(3)	(10)
ZAR	14	38	(14)	(38)
MXN	4	5	(4)	(5)
UAH	6	16	(6)	(16)
PLN	21	70	(21)	(70)
ARS	5	6	(5)	(6)

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, 2023, 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)

312


	December 31, 2023
	Carrying amount	Contractual Cash Flow	2024	2025	from 2026 to 2028	After 2028
Non-derivative financial liabilities
Bonds	(6,812)	(9,393)	(1,223)	(1,329)	(2,963)	(3,878)
Loans over 100	(1,345)	(1,942)	(237)	(457)	(462)	(786)
Trade and other payables	(13,605)	(13,605)	(13,605)	—	—	—
Other loans and leases	(2,525)	(2,931)	(1,333)	(339)	(665)	(594)
Total	(24,287)	(27,871)	(16,398)	(2,125)	(4,090)	(5,258)
Derivative financial liabilities
Foreign exchange contracts	(142)	(142)	(139)	(1)	(2)	—
Commodity contracts1	(294)	(294)	(221)	(19)	—	(54)
Total	(436)	(436)	(360)	(20)	(2)	(54)

1. Commodity contracts include base metals, freight, energy and emission rights.


	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.

Cash flow hedges

The following tables present the periods in which the derivatives designated as cash flows hedges are expected to mature:


	December 31, 2023
	Assets/ (liabilities)	(Outflows)/inflows
	Fair value	3 months and less	3-6 months	6-12 months	2025	After 2025
Foreign exchange contracts	(38)	(3)	(34)	(1)	—	—
Commodities	412	50	70	171	60	61
Emission rights	—	—	—	—	—	—
Total	374	47	36	170	60	61

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

313


	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

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, 2023
	Cash flow hedge reserve1	(Expense)/income
	Carrying amount	3 months and less	3-6 months	6-12 months	2025	After 2025
Foreign exchange contracts	28	5	2	10	11	—
Commodity contracts	633	35	69	169	233	127
Emission rights	900	—	—	—	—	900
Total	1,561	40	71	179	244	1,027

1. The cash flow hedge reserve balance as of December 31, 2023 includes 417 deferred gains for the Company's share of such reserves at its equity method investments,

which are not included in the table above (1,023 as of December 31, 2022).


	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 also 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).

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

314

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, 2023
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	2,840	12	(50)	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Foreign exchange risk - Option/forward/swap contracts	—	—	—	Other assets/Other long-term obligations
Price risk - Commodities forwards	1,118	361	(70)	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Price risk - Commodities forwards	524	127	(6)	Other assets/Other long-term obligations
Price risk - Emission rights forwards	—	—	—	Prepaid expenses and other current assets/Accrued expenses and other liabilities
Total		500	(126)
Current derivative assets classified as cash flow hedge		373
Other current derivative assets		270
Total current derivative assets (note 4.5)		643
Non-current derivative assets classified as cash flow hedge		127
Other non-current derivative assets		36
Total non-current derivative assets (note 4.6)		163
Current derivative liabilities classified as cash flow hedge			(120)
Other current derivative liabilities			(240)
Total current derivative liabilities (note 4.8)			(360)
Non-current derivative liabilities classified as cash flow hedge			(6)
Other non-current derivative liabilities			(70)
Total non-current derivative liabilities (note 9.2)			(76)


	December 31, 2023
Hedging Instruments	Cash flow hedge reserve at December 31, 2022	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, 2023
Cash flow hedges
Foreign exchange risk - Option/Forward contracts	13	16	(17)	16	Sales	28
Price risk - Commodities Option/Forward contracts	1,020	(402)	(10)	25	Sales, Cost of sales	633
Price risk - Emission rights forwards	849	54	(3)	—	Cost of sales	900
Total	1,882	(332)	(30)	41		1,561

1. The cash flow hedge reserve balance as of December 31, 2023 also includes 417 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)

315


	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 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 forwards1	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 1,023 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)

316

Net investment hedge

The Company designated a portfolio of euro denominated debt

as a hedge of certain euro denominated investments (see also

note 6.1.2.2.)

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

hedging instrument is categorized as Level 2.

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, 20231
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	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 2023 and in 2022, the Company did not designate any new CCS as net investment hedge.


	December 31, 2023
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	4,017	—	4,009	Short-term debt and current portion of long- term debt; long- term debt, net of current portion	—	N/a	332
Total	4,017	—	4,009		—		402


	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 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	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)

317

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,
	2023	2022
Base metals	(3)	5
Freight	12	(1)
Energy (oil, gas, electricity)	401	998
Emission rights	18	53
Total	428	1,055

Derivative assets associated with raw materials, energy, freight and emission rights	640	1,418
Derivative liabilities associated with raw materials, energy, freight and emission rights	(212)	(363)
Total	428	1,055

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 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 procurement.

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, 2023 and 2022, the Company had a net

notional position of 164 with a net positive fair value of 18 and a

net notional position of 488 with a net positive fair value of 53,

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.

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 2023 and 2022.


	December 31, 2023
	Income (loss)	Other Equity
10% strengthening in U.S. dollar	68	283
10% weakening in U.S. dollar	(134)	(286)


	December 31, 2022
	(loss) Income	Other Equity
10% strengthening in U.S. dollar	136	141
10% weakening in U.S. dollar	(141)	(153)

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

318

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, 2023
	Floating portion of net debt1	Interest Rate Swaps/ Forward Rate Agreements
100 bp increase	53	1
100 bp decrease	(53)	(1)


	December 31, 2022
	Floating portion of net debt1	Interest Rate Swaps/ Forward Rate Agreements
100 bp increase	70	—
100 bp decrease	(70)	—

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, 2023
	Income (loss)	Other Equity Cash Flow Hedging Reserves
'+10% in prices
Base Metals	(1)	18
Iron Ore	(2)	4
Freight	—	3
Emission rights	(12)	—
Energy	—	71
'-10% in prices
Base Metals	1	(18)
Iron Ore	2	(4)
Freight	—	(3)
Emission rights	12	—
Energy	—	(71)


	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)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

319

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, 2023	As at December 31, 2022
Lease liabilities	1,146	1,056
Right of-use assets:
Land, buildings and improvements	944	854
Machinery, equipment and others	400	356
Total right-of-use assets	1,344	1,210

	Year ended December 31, 2023	Year ended December 31, 2022
Depreciation and impairment charges:
Land, buildings and improvements	154	133
Machinery, equipment and others	81	70
Total depreciation and impairment charges	235	203

Other lease related expenses:
Interest expense on lease liabilities	55	34
Expenses of short-term leases	93	96
Expenses of leases of low-value assets	81	71
Expenses related to variable lease payments not included in the measurement of lease liabilities	68	87

Additions to right-of-use assets	288	418
Lease payments recorded as reduction of lease liabilities and cash outflow from financing activities	253	185

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

320

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, 2023 and December 31, 2022, is as follows:


				December 31, 2023
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Lease liabilities (undiscounted)	278	340	217	1,251	2,086


				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

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, 2023 and December 31, 2022, is as

follows:


					December 31, 2023
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Potential variable lease payments	70	111	72	61	314


					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

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, 2023 and December 31, 2022. 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, 2023
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Potential extension options	1	1	—	—	2
Potential termination options	—	(1)	—	(1)	(2)
Potential residual value guarantees	9	9	6	—	24


				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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

321

Undiscounted amounts related to lease contracts not yet commenced and therefore not included in the recognized lease liabilities as of

December 31, 2023 and December 31, 2022, to which the Company is committed are described below:


				December 31, 2023
	1 year or less	2-3 years	4-5 years	Greater than 5 years	TOTAL
Leases not yet commenced	4	10	10	69	93


				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

There were neither income from subleasing right-of-use assets

nor gains or losses from sales and leaseback for the years

ended December 31, 20223 and December 31, 2022.

NOTE 8: PERSONNEL EXPENSES AND DEFERRED

EMPLOYEE BENEFITS

8.1 Employees and key management personnel

As of December 31, 2023, 2022 and 2021, ArcelorMittal had

approximately 127,000, 154,000 and 158,000 employees,

respectively, and the total annual compensation of

ArcelorMittal’s employees in 2023, 2022 and 2021 was as

follows:


	Year ended December 31,
Employee Information	2023	2022	2021
Wages and salaries	6,868	6,463	6,707
Defined benefits cost (see note 8.2)	148	153	117
Other staff expenses	1,318	1,300	1,166
Total	8,334	7,916	7,990

The total annual compensation of ArcelorMittal’s key

management personnel, including its Board of Directors,

expensed in 2023, 2022 and 2021 was as follows:


	Year ended December 31,
	2023	2022	2021
Base salary and directors fees	11	11	10
Short-term performance- related bonus	9	16	12
Post-employment benefits	1	1	2
Share-based payments	9	7	7

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, 2023, 2022 and 2021, 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, 2023, 2022 and 2021, 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 assets resulting from this calculation are

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

322

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 net financing costs 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 based on

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,
	2023	2022
Pension plan benefits	1,594	1,543
Other post-employment benefits and other long-term employee benefits ("OPEB")	967	861
Termination benefits	134	150
Defined benefit liabilities	2,695	2,554
Provisions for social plans (non-current)	46	52
Total	2,741	2,606

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)

323

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.

The provisions for termination benefits relate to European

countries (Belgium, Spain and Germany).

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.

In 2023, ArcelorMittal Dofasco entered into a buy-in transaction

for a portion of its fully funded pension plans representing 352

obligations.

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.

In 2023, AMMC entered into a buy-in transaction for a portion of

its fully funded pension plans representing obligations of 100.

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 on

August 1, 2020 with its Contrecoeur-West union group. Its

defined benefit plan was closed to new hires and a new defined

contribution type arrangement was established for new hires. A

six-year labor agreement was renewed on February 1, 2022 and

it covers Contrecoeur East and Longueuil facilities; its defined

benefit pension plan is offered for all employees including new

hires.

In 2020 and 2022, ArcelorMittal Long Products Canada entered

into buy-in transactions for a portion of its fully funded pension

plans representing 278 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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

324

For contributions paid as from January 1, 2016, a new variable

minimum guaranteed rate of return applies. From 2016 through

2024, 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 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.

The following tables detail the reconciliation of defined benefit obligation (“DBO”), plan assets, irrecoverable surplus and statements of

financial position.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

325


	Year ended December 31, 2023
	Total	Canada	Brazil	Europe	Other
Change in benefit obligation
Benefit obligation at beginning of the period	4,932	2,375	431	1,849	277
Current service cost	74	14	—	48	12
Interest cost on DBO	267	120	43	69	35
Past service cost - Plan amendments	9	—	—	3	6
Past service cost - Curtailments	(6)	—	—	(6)	—
Plan participants’ contribution	1	—	—	1	—
Actuarial (gain) loss	272	130	38	88	16
Demographic assumptions	15	4	—	10	1
Financial assumptions	246	123	33	86	4
Experience adjustment	11	3	5	(8)	11
Benefits paid	(382)	(193)	(40)	(121)	(28)
Divestment (see note 2.3)	(50)	—	—	—	(50)
Foreign currency exchange rate differences and other movements	167	52	35	56	24
Benefit obligation at end of the period	5,284	2,498	507	1,987	292

Change in plan assets
Fair value of plan assets at beginning of the period	3,466	2,400	391	647	28
Interest income on plan assets	183	118	39	25	1
Return on plan assets less than discount rate	221	118	26	75	2
Employer contribution	89	19	4	66	—
Plan participants’ contribution	1	—	—	1	—
Benefits paid	(297)	(192)	(40)	(64)	(1)
Foreign currency exchange rate differences and other movements	108	54	31	23	—
Fair value of plan assets at end of the period	3,771	2,517	451	773	30

Present value of the wholly or partly funded obligation	(4,198)	(2,487)	(507)	(1,173)	(31)
Fair value of plan assets	3,771	2,517	451	773	30
Net present value of the wholly or partly funded obligation	(427)	30	(56)	(400)	(1)
Present value of the unfunded obligation	(1,086)	(11)	—	(814)	(261)
Prepaid due to unrecoverable surpluses	(35)	(28)	(4)	(3)	—
Net amount recognized	(1,548)	(9)	(60)	(1,217)	(262)

Net assets related to funded obligations	46	42	—	4	—
Recognized liabilities	(1,594)	(51)	(60)	(1,221)	(262)

Change in unrecoverable surplus
Unrecoverable surplus at beginning of the period	(33)	(27)	(3)	(3)	—
Interest cost on unrecoverable surplus	(2)	(2)	—	—	—
Change in unrecoverable surplus in excess of interest	1	1	—	—	—
Exchange rates changes	(1)	—	(1)	—	—
Unrecoverable surplus at end of the period	(35)	(28)	(4)	(3)	—

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

326


	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)

327

The following tables detail the components of net periodic pension cost:


	Year ended December 31, 2023
Net periodic pension cost (income)	Total	Canada	Brazil	Europe	Others
Current service cost	74	14	—	48	12
Past service cost - Plan amendments	9	—	—	3	6
Past service cost - Curtailments	(6)	—	—	(6)	—
Net interest cost (income) on net DB liability (asset)	82	—	4	44	34
Total	159	14	4	89	52


	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

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)

328

Summary of changes in the other post-employment benefit obligation and changes in plan assets are as follows:


	Year ended December 31, 2023
	Total	Canada	Europe	Others
Change in benefit obligation
Benefit obligation at beginning of the period	866	455	314	97
Current service cost	27	7	17	3
Interest cost on DBO	46	24	14	8
Past service cost - Plan amendments	6	—	(2)	8
Actuarial (gain) loss	64	41	30	(7)
Demographic assumptions	18	18	—	—
Financial assumptions	44	26	19	(1)
Experience adjustment	2	(3)	11	(6)
Benefits paid	(75)	(29)	(35)	(11)
Foreign currency exchange rate differences and other movements	37	10	17	10
Benefit obligation at end of the period	971	508	355	108

Change in plan assets
Fair value of plan assets at beginning of the period	5	—	5	—
Benefits paid	(1)	—	(1)	—
Fair value of plan assets at end of the period	4	—	4	—

Present value of the wholly or partly funded obligation	(19)	—	(19)	—
Fair value of plan assets	4	—	4	—
Net present value of the wholly or partly funded obligation	(15)	—	(15)	—
Present value of the unfunded obligation	(952)	(508)	(336)	(108)
Net amount recognized	(967)	(508)	(351)	(108)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

329


	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)

330

The following tables detail the components of net periodic other post-employment cost:


	Year ended December 31, 2023
Components of net periodic OPEB cost (income)	Total	Canada	Europe	Others
Current service cost	27	7	17	3
Past service cost - Plan amendments	6	—	(2)	8
Net interest cost (income) on net DB liability (asset)	46	24	14	8
Actuarial gain recognized during the year	11	—	11	—
Total	90	31	40	19


	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 losses recognized during the year	(14)	(1)	(13)	—
Total	(44)	17	(69)	8

The following tables detail where the expense is recognized in the consolidated statements of operations:


	Year ended December 31,
	2023	2022	2021
Net periodic pension cost	159	130	191
Net periodic OPEB cost	90	46	(44)
Total	249	176	147

Cost of sales	100	115	72
Selling, general and administrative expenses	14	—	9
Financing costs - net	135	61	66
Total	249	176	147

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

331

Plan Assets

The weighted-average asset allocations for the funded defined benefit plans by asset category were as follows:


	December 31, 2023
		Canada	Brazil	Europe
Equity Securities		27%	2%	8%
- Asset classes that have a quoted market price in an active market		20%	—	8%
- Asset classes that do not have a quoted market price in an active market		7%	2%	—
Fixed Income Securities (including cash)		33%	67%	58%
- Asset classes that have a quoted market price in an active market		24%	67%	58%
- Asset classes that do not have a quoted market price in an active market		9%	—	—
Real Estate		9%	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		9%	1%	—
Other		31%	30%	34%
- Asset classes that have a quoted market price in an active market		—	30%	7%
- Asset classes that do not have a quoted market price in an active market		31%	—	27%	' 1
Total		100%	100%	100%


	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%

1. The percentage consists primarily of assets from insurance contracts in Belgium and Canada.

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 a 404 actual return and a 576 loss in 2023 and 2022,

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, 2023 are as described below:

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

332


	December 31, 2023
		Canada	Brazil	Europe
Equity Securities		27%	2%	16%
Fixed Income Securities (including cash)		34%	67%	62%
Real Estate		8%	1%	—
Other'1		31%	30%	22%
Total		100%	100%	100%

1. The percentage consists primarily of assets from insurance contracts in Belgium and Canada.

Assumptions used to determine benefit obligations at December 31,


	Pension Plans			Other Post-employment Benefits
	2023	2022	2021	2023	2022	2021
Discount rate
Range	3.30% - 18.00%	3.75% - 24.00%	1.00% - 11.00%	3.30% - 10.15%	3.50% - 9.30%	1.00% - 7.95%
Weighted average	5.02%	5.44%	2.75%	4.68%	5.10%	2.65%
Rate of compensation increase
Range	2.00% - 11.00%	2.00% - 15.00%	2.00% - 10.00%	2.00% - 4.80%	2.00% - 4.80%	2.00% - 4.80%
Weighted average	2.93%	3.01%	2.87%	3.26%	3.29%	3.14%


	Other Post-employment Benefits
	2023	2022	2021
Healthcare cost trend rate assumed
Range	2.20% - 6.59%	2.00% - 4.50%	1.30% - 4.50%
Weighted average	4.06%	3.97%	3.95%

Cash contributions and maturity profile of the plans

In 2024, the Company expects its cash contributions to amount

to 166 for pension plans, 66 for other post-employment benefits

plans and 117 for defined contribution plans. In 2023 and 2022,

cash contributions to defined contributions plans were 146 and

141, respectively.

At December 31, 2023, the weighted average duration of

liabilities related to pension and other post-employment benefits

plans were 10 years and 11 years, 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.

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)

333

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, 2023, the defined benefit obligation for pension plans was 5,284):


	Effect on 2024 Pre-Tax Pension Expense (sum of service cost and interest cost)	Effect on December 31, 2023 DBO
Change in assumption
100 basis points decrease in discount rate	(15)	578
100 basis points increase in discount rate	12	(475)
100 basis points decrease in rate of compensation	(13)	(123)
100 basis points increase in rate of compensation	13	127
1 year increase of the expected life of the beneficiaries	6	115

The following table illustrates the sensitivity to a change of the significant actuarial assumptions related to ArcelorMittal’s OPEB plans

(as of December 31, 2023 the defined benefit obligation for post-employment benefit plans was 971):


	Effect on 2024 Pre-Tax OPEB Expense (sum of service cost and interest cost)	Effect on December 31, 2023 DBO
Change in assumption
100 basis points decrease in discount rate	—	117
100 basis points increase in discount rate	—	(96)
100 basis points decrease in healthcare cost trend rate	(4)	(51)
100 basis points increase in healthcare cost trend rate	5	63
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 which are 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. 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)

334

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 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 over a three-year period from the date of

the PSU grant such as return on capital employed ("ROCE"),

total shareholders return ("TSR"), earnings per share ("EPS")

and gap to competition (until 2022). Since 2021, performance

criteria also include a set of three weighted environmental,

social and governance ("ESG") indicators representing 30% and

20% award vesting for the Executive Office and Executive

Officers, respectively, including health & safety, climate action

and diversity & inclusion ("D&I"). For health & safety (10%

award vesting for both Executive Office and Executive Officers),

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 (10% and 5% award

vesting for Executive Office and Executive Officers,

respectively), 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 (10% and 5%

award vesting for Executive Office and Executive Officers,

respectively), the CO2 emission target has been set to be

reached by the end of the vesting period. 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 3 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, 2022

and 2023 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,

May 4, 2022 and May 2, 2023 respectively, at a maximum of

4,250,000 shares, 3,500,000 shares, 3,500,000 shares and

3,500,000 shares, respectively.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

335

Conditions of the 2023 grant were as follows:


		Executive Office				Executive Officers
2023 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			Threshold	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%
						ROCE (40%)	2/3 of Target	100% of target	4/3 of target
		ESG (30%): H&S 10%, Climate action 10% and D&I 10%	100% of target	120% of target		Vesting percentage	50%	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 2023 grant, the summary of outstanding plans as

of December 31, 2023 is as follows:

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

336



	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)

337


		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

The following table summarizes the Company’s share unit plans outstanding as of December 31, 2023:


At Grant date						Number of shares issued as of December 31, 2023
Grant date	Type of plan	Number of shares	Number of beneficiaries	Maturity	Fair value per share	Shares outstanding	Shares forfeited	Shares vested
December 8, 2023	RSU	1,269,300	958	December 8, 2026	25.58	1,269,300	—	—
December 8, 2023	PSU	985,700	256	January 1, 2027	22.06	985,700	—	—
December 8, 2023	Executive Office	141,973	2	January 1, 2027	20.49	141,973	—	—
December 13, 2022	RSU	866,000	802	December 13, 2025	27.61	831,600	32,934	1,466
December 13, 2022	PSU	644,800	242	January 1, 2026	23.64	636,300	8,500	—
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	656,900	63,659	8,691
December 16, 2021	PSU	575,400	244	January 1, 2025	28.29	529,150	46,250	—
December 16, 2021	Executive Office	109,143	2	January 1, 2025	27.20	109,143	—	—
December 14, 2020	PSU	714,250	235	January 1, 2024	19.74	602,050	112,200	—
December 14, 2020	Executive Office	148,422	2	January 1, 2024	18.19	148,422	—	—
Total		6,325,802			$18.19 – $ 32.66	6,052,102	263,543	10,157

The compensation expense recognized for PSUs and RSUs

was 39, 38 and 35 for the years ended December 31, 2023,

2022 and 2021.

Share unit plan activity is summarized below as of and for each

year ended December 31, 2023, 2022 and 2021:

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

338


	RSUs		PSUs and Executive Office
	Number of shares	Fair value per share	Number of shares	Fair value per share
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
Granted	1,269,300	25.58	1,127,673	21.86
Exited	(1,232,074)	24.05	(1,434,251)	18.16
Forfeited	(116,576)	26.90	(92,616)	22.21
Outstanding, December 31, 2023	2,757,800	27.88	3,294,302	22.89

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.

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

339

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

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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

340

9.1 Provisions


	Balance at December 31, 2022	Additions1	Deductions/ Payments	Effects of foreign exchange and other movements	Balance at December 31, 2023
Environmental	566	113	(76)	17	620
Emission obligations	522	3	(486)	(10)	29
Asset retirement obligations	349	21	(3)	13	380
Site restoration	152	8	(17)	4	147
Staff related obligations	137	50	(29)	4	162
Voluntary separation plans	23	8	(17)	18	32
Litigation and other (see note 9.3)	289	66	(62)	56	349
Tax claims	73	16	(14)	6	81
Other legal claims	216	50	(48)	50	268
Commercial agreements and onerous contracts	28	6	(6)	1	29
Other	341	85	(117)	8	317
	2,407	360	(813)	111	2,065
Short-term provisions	1,101				588
Long-term provisions	1,306				1,477
	2,407				2,065


	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

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)

341

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 contamination, available

remediation technology, and environmental regulations.

Estimates are subject to revision as further information develops

or circumstances change.

Provisions for emission obligations are recognized to cover the

shortage between the Company's CO2 emissions and the

allowances granted, based on the market value of the CO2

allowances as of the reporting date or purchase price of the

acquired CO2 emission rights. In 2023 provisions for emission

obligations decreased as a result of the settlement of the 2022

shortage through surrendering the corresponding CO2 emission

rights to the environmental authorities and lower CO2 emissions

during the year as a result of lower production mainly in Europe

(see note 4.5).

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.

Provisions for site restoration are related to costs in connection

with the dismantling of site facilities, mainly in France and

Poland, of which 66 and 79 at December 31, 2023 and 2022,

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 and Brazil, 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 see also note 9.3.

In 2023 and 2022 provisions for commercial agreements and

onerous contracts were primarily linked to onerous contracts in

Poland and Spain.

Other provisions of 182 and 187 at December 31, 2023 and

2022, respectively, are related to the Complementary

Agreement Term signed in 2021 between ArcelorMittal Brazil,

the Federal and State Prosecutor Offices and the Commission

representing affected people, which includes precautionary

evacuation of the communities close to the Serra Azul dam, as

well as the commitment to implement action plans to ensure the

stability, security and decommissioning of the tailing dam. Other

provisions also comprise technical warranties and guarantees.

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, 2023, excluding asset

retirement obligations, ArcelorMittal had established provisions

of 620 for environmental remedial activities and liabilities. The

provisions for all operations by geographic area included mainly

427 in Europe, 98 in South Africa and 91 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 427 and are mainly related to the investigation and

remediation of environmental contamination at current and

former operating sites in Belgium (208), Luxembourg (78),

France (58), Poland (40), Germany (34) 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 of 208 mainly relate to

legal site remediation obligations linked to the closure of the

primary installations at the Liège site of ArcelorMittal Belgium.

The provisions also include 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.

Luxembourg

In Luxembourg, environmental provisions of 78 relate to the

post-closure monitoring and remediation of former production

sites, waste disposal areas, slag deposits and mining sites.

They include 33 with respect to obligations to secure, stabilize

and conduct waterproofing treatment in mining galleries and

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

342

various dumping areas in Mondercange, Dommeldange and

Dudelange. In addition, a 26 provision is recognized with

respect to the covering process of the Differdange dump which

was used for disposal of ladle slag, sludge and certain other

residues coming from different Luxembourg sites.

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 relates mainly to the

Thionville, Moyeuvre-Grande, Homecourt, Hagondange and

Micheville sites, and is related to the treatment of soil and

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 2024 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 was idled 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 requested 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.

Poland

ArcelorMittal Poland’s environmental provision of 40 includes 27

for cleaning and remediation costs following the closure of

primary facilities in Kraków and land remediation of post-

industrial areas in Ruszca (district of Kraków); the remaining 13

relate to the obligation to reclaim landfills in Kraków,

Zdzieszowice, Dabrowa Górnicza and to dispose of 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.

Germany

In Germany, the 34 environmental provision essentially relates

to ArcelorMittal Bremen’s post-closure obligations at the Prosper

coke plant in Bottrop mainly established for soil remediation,

groundwater treatment and monitoring.

South Africa

AMSA has environmental provisions of 98 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 26 relates to the decommissioned Pretoria Works

site. This site is in a state of care and maintenance with ongoing

rehabilitation. 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 civil construction industry continuing

unabated, but other remediation works continued at a slow pace

as remediation actions for these sites are long-term in nature.

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 15.

The Newcastle Works site is the main long carbon steel

operation of AMSA. A provision of 23 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 33 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.

Canada

In Canada, ArcelorMittal Dofasco has a 31 environmental

provision for the expected cost of remediating toxic sediment

located in the Company’s East Boatslip site, for which

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343

management is in process of reviewing the tenders for initiating

the expenditure.

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, 2023, ArcelorMittal had

established provisions for asset retirement obligations of 380,

including mainly 150 for Canada, 63 for Mexico, 47 for Ukraine,

47 for Germany, 30 for Brazil, 19 for Liberia and 11 for South

Africa. As of December 31, 2023, AROs related to mining

activities and total undiscounted amount of site restoration

obligations amounted to 293 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 of the Las

Truchas, El Volcan, San Jose and the joint operation 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 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.

In Poland, AROs relate to the legal obligation to decontaminate

and recultivate a land in Krakow following closure of the

operations.

In Bosnia and Herzegovina, ARO relates to re-cultivation of

dump yard of old iron ore pit Buvac and closing dam Medjedja.

9.2 Other long-term obligations


	Balance at December 31,
	2023	2022
Derivative financial instruments (notes 6.1 and 6.3)	76	45
Payable from acquisition of financial assets	125	85
Unfavorable contracts	233	92
Income tax payable	185	202
Put option liability ArcelorMittal Texas HBI (note 11.5.2)	158	181
Put option liability Sonasid (note 11.5.2)	116	122
Other	168	187
Total	1,061	914

As of December 31, 2023 and 2022, payable from acquisition of

financial assets included 52 and 66 respectively related to

AMNS India's debt guarantee (see note 9.4).

Unfavorable contracts of 233 and 92 as of December 31, 2023

and 2022, respectively, mainly related to ArcelorMittal Pecém

(see note 2.2.4) and ArcelorMittal Brasil.

As of December 31, 2023, 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, 2023, ArcelorMittal had recorded short-term and

long-term liabilities related to income tax contingencies of 50

and provisions for non-income tax claims in the aggregate of 81

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,

2023, (ii) that constitute a contingent liability, (iii) that were

resolved in 2023 or (iv) that were resolved and had a financial

impact in 2022 or 2021, in each case involving amounts deemed

material by ArcelorMittal. The Company is vigorously defending

against the pending claims discussed below.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

344

Brazil

In 2011, ArcelorMittal Brasil 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

30 relating to a tax incentive (INVEST) it used. The dispute

concerns the definition of fixed assets. Following a series of

decisions and appeals (partially favorable) over a ten-year

period, in July 2021, ArcelorMittal Brasil filed 4 lawsuits (in

relation to 21 tax assessments received in 2011) to discuss the

remaining amount in the court of first instance. All these cases

are pending trial as of December 31, 2023.

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 500 and the ArcelorMittal Brasil's appeal

against the second instance decision largely favorable to the

Federal Revenue Service has been pending trial with the third

instance of the administrative tribunal since March 2018.

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 68 financial impact arising from a

write off of 'net operating loss carry forward' with respect to the

2011-2012 tax year. ArcelorMittal Brasil's appeal against the

unfavorable decision on the lower instances of the assessment

has been awaiting judgment in the third instance of the

administrative tribunal since November 2019.

In December 2018, ArcelorMittal Brasil received a tax

assessment of 126, which could have an additional 22 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. After lower court

decisions and appeals in November 2022, the second instance

of the administrative tribunal cancelled the tax assessment. In

January 2023, the Federal Revenue Service filed an appeal to

the third instance of the administrative tribunal.

In December 2020, ArcelorMittal Brasil received a tax

assessment of 44 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 instance of the administrative

tribunal in January 2021 which issued an unfavorable decision

in August 2021. ArcelorMittal Brasil filed an appeal to the second

instance of the administrative tribunal in September 2021.

In the period from 2014 to 2018, ArcelorMittal Brasil received

tax assessments from the Federal Revenue Service in the

amount of 46 disputing its use of credits for PIS and COFINS

social security taxes in 2010, 2011 and 2013. The disputes

relate to the concept of production inputs in the context of these

taxes. In four of the cases, the tax assessments have been

partially reduced and ArcelorMittal Brasil's subsequent appeals

to dispute the remaining amounts are currently pending. One of

these cases has already closed at the administrative level and is

pending a decision at the first judicial level. In the fifth case, the

administrative tribunal of the first instance upheld the tax

assessment in March 2017, and ArcelorMittal Brasil appealed to

the second instance of the administrative tribunal. In the sixth

case, the first instance of the administrative tribunal issued an

unfavorable decision in April 2017, and ArcelorMittal Brasil

appealed to the second instance of the administrative tribunal.

Subsequently, the Superior Court decided two leading cases,

not involving ArcelorMittal Brasil, that are expected to strengthen

ArcelorMittal’s defense in the sixth case in which part of the

contingency is related to scrap acquisition. In February 2011,

ArcelorMittal Brasil also filed 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 40. 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

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345

additional tax assessment in the amount, of 58, 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.

Following appeal, the company received a notice from the tax

authority in November 2017 that reduced the fees in the second

case by 12, due to retrospective application of a new law. In

addition, in February 2019, a reduction of the fine by 7 was

finalized in the first case due to the retrospective application of a

new law. The cases are currently pending in the first judicial

instance.

In 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 89. In

the Administrative instance, all the cases were unfavorably

closed. ArcelorMittal Brasil filed 5 lawsuits to discuss the matter.

In the first judicial instance, ArcelorMittal Brasil obtained a

largely favorable decisions in all cases. There were appeals

from the company and the tax authority. In September 2022, the

second judicial instance ruled a largely favorable decision to the

company in one case (in amount of 4). In November 2023, the

second judicial instance ruled a largely favorable decision in the

Company in two cases (in the amount of 9). In December 2023,

the court of the second judicial instance ruled against the

Company in another case (in the amount of 1) and began

adjudicating the last case (in the amount of 73) for which the

trial is pending.

On May 17, 2016, ArcelorMittal Brasil received a tax

assessment from the state of Santa Catarina in the current

amount of 128 alleging that it had used improper methods to

calculate the amount of its ICMS credits. In the Administrative

instance, the case was unfavorably closed in November 2020,

and ArcelorMittal Brasil filed a lawsuit to challenge the

assessment. The case is pending at the judicial instance

currently.

In January 2023, ArcelorMittal Brasil received a tax assessment

from the Federal Revenue Service in an amount of 156 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, and expenses for freight for finished

products. ArcelorMittal Brasil filed an administrative defense in

February 2023. In November 2023, the company was notified of

the unfavorable decision and filed an appeal in December 2023.

In January 2023, ArcelorMittal Brasil received a tax assessment

in an amount of 16 for a 50% fine for alleged non-payment of

the monthly estimate of CIT related to fiscal year 2018. The

Federal Revenue accuses the company of undue offsetting of

CIT credits paid in Venezuela from 2010 to 2014 when

calculating the monthly IRC estimate for 2018. In February

2023, ArcelorMittal Brasil filed its defense. In September 2023,

the first administrative instance ruled against the company and

ArcelorMittal filed an appeal. In November 2023, ArcelorMittal

Brasil received a new tax assessment of 60. The Federal

Revenue accuses the company of allegedly undue offsetting of

CIT credits paid in Venezuela from 2010 to 2014 and offset by

ArcelorMittal Brasil in 2018. In December 2023, the company

filed an administrative defense. Both cases are currently

pending.

In 2010, ArcelorMittal Brasil received a first tax assessment for

BRL 94 million (19) arguing that the company should not have

used a tax incentive granted by the State of Bahia, according to

which taxpayers could take ICMS credit on the value of freight

paid by them, since AMTC is not a real plant (for the period from

March 2008 to December 2009). Furthermore, the company

also used the tax incentive (“Proauto”), which may not be

combined with another tax benefit. In 2012, this case was

closed unfavorably at the administrative level and the company

filed a lawsuit to discuss the tax charge with the the court of first

instance. In 2023, the company obtained a favorable decision

from the court of first instance, canceling the assessment.

Currently, the case is awaiting a trial by the court of second

instance. In June 2014, the company received a second tax

assessment of BRL 23 million (5) discussing the same matter,

but related to a different period (from June 2010 to December

2012). In 2017, the administrative level judged the assessment

partially in favor of the company (cancelling the taxes, but

maintaining the fines) and the company filed a lawsuit, which is

awaiting a decision from the court of first instance. In December

2014, the company received a third tax assessment of BRL 20

million (4) discussing the same matter, but related to a different

period (from January 2013 to December 2013). In 2015, the

administrative court of first instance ruled unfavorably to the

company and the company filed an appeal, currently pending

trial. In November 2022, the company received a fourth tax

assessment of BRL 114 million (24) resulting from the use of the

accumulated credit, which, according to the tax authorities,

could not be used because it had already been extinguished by

the statute of limitations. In May 2023, the administrative court

of first instance dismissed the defense. In June 2023, the

company filed an appeal to the administrative court of second

instance and the appeal is currently pending.

Mexico

In 2015, the Mexican Tax Administration Service issued a tax

assessment to ArcelorMittal Mexico, with respect to 2008,

Consolidated financial statements

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346

principally due to improper interest deductions relating to certain

loans, and unpaid corporate income tax for interest payments

that the tax authority categorized as dividends. ArcelorMittal

Mexico's complaint for annulment before a Federal

Administrative and Tax Court is pending. The amount of the tax

assessment as of December 31, 2023 is 247.

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

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 Court. In

June 2023, the Federal Administrative and Tax Court ruled

against the annulment claim. In July 2023, ArcelorMittal Las

Truchas filed an appeal before the Court of Appeal. The amount

of the tax assessment as of December 31, 2023 is 129.

On February 24, 2023, the Tax Administration Service notified

ArcelorMittal Las Truchas of a tax assessment, with respect to

2014. In April 2023, ArcelorMittal Las Truchas filed an

administrative appeal in respect of this assessment before the

Tax Administrative Service. The amount of the tax assessment

as of December 31, 2023 is 112.

Ukraine

In October 2019, AMKR received 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. AMKR

appealed these orders to the tax authorities resulting in a

significant reduction of the amounts claimed. In January 2020,

AMKR 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 (hereinafter called 'First 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

$50,000. The tax authorities appealed the decision in April 2023.

In July 2023, the Court dismissed the tax authorities appeal and

upheld the first instance decision. In April 2023, tax authorities

filed an appeal claim to the Third Administrative Appellate Court.

Court opened appeal proceedings and in July 2023, the Third

Administrative Appellate Court left the tax authority's appeal

unsatisfied, and the decision of the first instance remained

unchanged. In September 2023, the Supreme Court opened the

cassation proceedings on the claim of tax authority. In

November 2023, the Supreme Court satisfied the cassation

claim of the tax authority partially and changed decisions of the

courts of first and appellate instances. Therefore, AMKR won

this case partially in the amount of 3.4 billion UAH (90). Further,

in January 2024, the tax authority filed to the Dnipro District

Administrative Court the request to review the case based on

newly discovered circumstances, court opened proceedings.

The amount of the new lawsuit is around $35,500.

Competition/Antitrust Claims

ArcelorMittal is a party to various competition/antitrust claims. As

of December 31, 2023, 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

2023 or (iii) that were resolved and had a financial impact in

2022 or 2021, 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 75. ArcelorMittal Brasil's appeal of the court judgment

against it is currently pending.

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 83 based on

the alleged violations investigated by CADE. The injunction

requested by the Federal Prosecution Office was denied.

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.

Other Legal Claims

ArcelorMittal is a party to various other legal claims. As of

December 31, 2023, ArcelorMittal had recorded provisions of

268 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,

2023, (ii) that constitute a contingent liability, (iii) that were

resolved in 2023, or (iv) that were resolved and had a financial

impact in 2022 or 2021, in each case involving amounts deemed

material by ArcelorMittal. The Company is vigorously defending

against each of the claims discussed below that remain

pending.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

347

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 December

2023, the aggregate amount claimed by the Customs Office

Authority in respect of all iron ore shipments is 90 in 17 different

cases. Of these 17 cases, 6 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. The case impacts a

group of approximately 2,500 employees. In July 2022, the

Supreme Court decided a leading case, not involving

ArcelorMittal Brasil, that may favorably impact ArcelorMittal

Brasil's case, which is currently pending on appeal.

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 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 was a

net loss after tax of approximately 126 (67 net of partial recovery

through dividend payment from SITREL) in 2022.

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. 1,091). 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). The

parties have filed their respective statements of defense in the

arbitration and the case is currently pending.

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 January

2019, Finmasi called on the AMDSF guarantee issued in the

context of the enforcement proceedings that were suspended in

2015. After a series of appeals, 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 duly filed its defense in March 2023.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

348

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. A final decision for the two pilot

cases of Esch-sur-Alzette is expected by the end of 2024.

France

Retired and current employees of certain French subsidiaries of

ArcelorMittal 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

employer before a special tribunal. For faute inexcusable cases,

the primary health insurance fund, CPAM - advances, the

amount of damages and pension increase are reimbursed by

the employer found at fault and takes recourse action against

the employer.

The number of claims outstanding for asbestos exposure at

December 31, 2023 was 243 as compared to 308 at

December 31, 2022.

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 the ongoing matter in this regard.

Several other claims brought before other courts and regulators

on similar grounds were dismissed and are definitively closed.

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. The AAA 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 company law.

AAA claimed, inter alia, damages in a 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 of AAA and several hedge funds

(who quantified their total alleged damages at 282). 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 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 431 (€390 million).

A final hearing date for oral arguments has been scheduled for

June 2024.

9.4 Commitments


	December 31,
	2023	2022
Commitments related to purchases of raw materials and energy	11,346	11,668
Guarantees, pledges and other collateral	8,888	8,470
Capital expenditure commitments	2,799	2,930
Other commitments	1,374	1,533
Total	24,407	24,601

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

349

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 1,487 and 1,661

as of December 31, 2023 and 2022, respectively. Purchase

commitments given to associates included 704 and 691 as of

December 31, 2023 and 2022, respectively, related to the gas

supply agreement with Kryvyi Rih Industrial Gas. Purchase

commitments included commitments given to joint ventures for

838 and 988 as of December 31, 2023 and 2022, respectively.

Purchase commitments given to joint ventures included 334 and

424 related to Tameh and 413 and 442 related to Enerfos as of

December 31, 2023 and 2022, respectively.

Guarantees, pledges and other collateral

Guarantees related to financial debt and credit lines given on

behalf of third parties were 155 and 181 as of December 31,

2023 and 2022, respectively. Additionally, guarantees of 12 and

12 were given on behalf of associates and guarantees of 4,992

and 4,383 were given on behalf of joint ventures as of

December 31, 2023 and 2022, respectively.

Guarantees given on behalf of joint ventures included 421 and

354 on behalf of Calvert, 208 and 178 on behalf of Al Jubail and

480 and 341 in relation to outstanding lease liabilities for vessels

operated by Global Chartering as of December 31, 2023 and

2022, respectively. Guarantees given on behalf of joint ventures

also included 3,490 and 3,088 as of December 31, 2023 and

2022 corresponding to ArcelorMittal's 60% guarantee of the debt

under the term loan agreements entered into by the AMNS India

joint venture with various Japanese banks.

As of December 31, 2023, 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 162 and ceded

bank accounts to secure environmental obligations, true sale of

receivables programs and the revolving borrowing base finance

facility in South Africa of 98. Pledges of property, plant and

equipment were 59 and 98 as of December 31, 2023 and 2022,

respectively. Other sureties, first demand guarantees, letters of

credit, pledges and other collateral included 319 and 375 of

commitments given on behalf of associates as of December 31,

2023 and 2022, respectively, and 313 and 598 of commitments

given on behalf of joint ventures as of December 31, 2023 and

2022, 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 507 and 340 at

December 31, 2023 and 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,

2023 and 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.

Capital expenditure commitments also include 49 and 182 at the

iron ore Serra Azul mine (Brazil) at December 31, 2023 and

2022 in connection with the construction of facilities to produce

4.5 million tonnes per annum of DRI quality pellet feed.

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, 2023 and 2022,

ArcelorMittal Brasil estimated the underlying costs to implement

those investments at 78 and 115, respectively. The non-

compliance with ECA would lead to fines amounting to a

maximum of 21 and 19 as of December 31, 2023 and 2022,

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 2026. As of December

31, 2023 and 2022, commitments related to this project were

348 and 420, 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 131 and 368 as of December 31, 2023 and 2022,

respectively, and mainly related to natural gas and electricity.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

350

Other

On July 6, 2023, the Luxembourg Parliament approved the law

enabling the State of the Grand-Duchy of Luxembourg to

exercise the right (following an agreement signed between

ArcelorMittal, the Fonds d'Urbanisation et d'Aménagement du

Plateau de Kirchberg and the State of the Grand-Duchy of

Luxembourg on December 20, 2022) 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

acquisition price is based on construction cost. The exercise

date of the right has been extended to February 29, 2024.

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

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 position

taken in the tax return will not be accepted by the tax authorities,

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.

The Company has adopted International Tax Reform – Pillar

Two Model Rules (Amendments to IAS 12 upon their release on

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

351

May 23, 2023). The Amendments provide a temporary

mandatory exception from deferred tax accounting for the top-up

tax, which is effective immediately, and require new disclosures

about the Pillar Two exposure as of December 31, 2023. The

Company has applied a temporary mandatory relief from

deferred tax accounting for the impacts of the top-up tax and

accounts for it as a current tax when incurred.

Pillar Two legislation has been enacted or substantively enacted

in the jurisdiction of ArcelorMittal S.A., the ultimate parent of the

Group, and in certain other jurisdictions where the Company

operates. The legislation is effective for the Company’s financial

year beginning January 1, 2024. Based on the applicable

criteria, the Company is subject to Pillar Two minimum tax and

has substantially performed the assessment of its potential

exposure. The assessment that is being carried out is based on

the latest available tax filings, country-by-country reporting for

2022, and the latest financial information for 2023, and

considers the Pillar Two legislation as enacted in Luxembourg

and published by OECD rules and guidelines. Based on the

assessment carried out so far, ArcelorMittal does not expect a

material impact of the Pillar Two legislation to the consolidated

financial statements. Nevertheless, as the rules are complex,

uncertainty exists and unforeseen outcomes of the Pillar Two

legislation may exceptionally result in additional top-up tax.

10.1 Income tax expense

The components of income tax expense (benefit) are

summarized as follows:


	Year ended December 31,
	2023	2022	2021
Total current tax expense	1,008	2,080	2,953
Total deferred tax expense (benefit)	(770)	(363)	(493)
Total income tax expense	238	1,717	2,460

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,
	2023	2022	2021
Net income (loss) (including non- controlling interests)	1,022	9,538	15,565
Income tax expense	238	1,717	2,460
Income before tax	1,260	11,255	18,025
Tax expense at the statutory rates applicable to income in the countries1	454	2,818	4,146
Permanent items	(101)	(303)	500
Rate changes	—	—	12
Net change in measurement of deferred tax assets	(423)	(1,154)	(2,956)
Tax effects of foreign currency translation	(20)	(34)	—
Tax credits	(26)	(22)	(24)
Other taxes	324	394	688
Others	30	18	94
Income tax expense	238	1,717	2,460

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.


Permanent items	Year ended December 31,
	2023	2022	2021
Taxable reversals of (tax deductible) write-downs on shares and receivables	(647)	(109)	735
Non-deductible loss on disposal of Kazakhstan operations	573	—	—
Juros sobre o Capital Próprio	(117)	(229)	(323)
Other permanent items	90	35	88
Total permanent items	(101)	(303)	500

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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

352

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.

Non-deductible loss on disposal of Kazakhstan operations: the

Company recorded 0.9 billion impairment charges and 1.5 billion

foreign exchange translation losses in connection with the

divestment of its operations in Kazakhstan. Both items are non-

deductible for tax purposes, see note 2.3.

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 2023 net change in measurement of deferred tax assets of

(423) mainly consists of (i) recognition of deferred tax assets in

Luxembourg of (314) including recognition of tax losses carried

forward based on revised taxable income forecast of (366), and

(ii) net recognition of (109) of deferred tax assets in other tax

jurisdictions, including (292) recognition related to higher future

profits expectation.

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.

Tax effects of foreign currency translation

The tax effects of foreign currency translation of (20), (34)and nil

at December 31, 2023, 2022 and 2021, 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 , Corporate Alternative Minimum

Tax ("CAMT") and Base Erosion and Anti-Abuse Tax ("BEAT") in

the United States, and Cotisation sur la Valeur Ajoutée des

Entrepris es ("CVAE'') in France.


Others	Year ended December 31,
	2023	2022	2021
Tax contingencies/settlements	43	(3)	137
Prior period taxes	(4)	14	(31)
Others	(9)	7	(12)
Total	30	18	94

Tax contingencies/settlements of 43, (3), and 137 at

December 31, 2023, 2022 and 2021, 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)

353

10.2 Income tax recorded directly in equity and/or other

comprehensive income


	Year ended December 31,
	2023	2022	2021
Recognized in other comprehensive income on:
Deferred tax expense (benefit)
Unrealized gain on investments in equity instruments at FVOCI	—	—	167
Gain (loss) on derivative financial instruments	(126)	(31)	648
Recognized actuarial gain (loss)	(18)	193	144
Foreign currency translation adjustments	110	143	59
	(34)	305	1,018
Recognized directly in equity on:
Current tax expense (benefit)
Realized gain on investments in equity instruments at FVOCI	—	—	—
Deferred tax expense (benefit)
Loss related to repurchase of MCNs	(231)	—	(185)
Realized gain on investments in equity instruments at FVOCI	—	—	—
	(231)	—	(185)

Total	(265)	305	833

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 beyond the income tax contingencies

recorded as of the reporting date. (see notes 9.2 and 9.3).

10.4 Deferred tax assets and liabilities

The origin of the deferred tax assets and liabilities is as follows:


	Assets		Liabilities		Net
	2023	2022	2023	2022	2023	2022
Intangible assets	19	21	(618)	(553)	(599)	(532)
Property, plant and equipment	412	172	(3,666)	(3,757)	(3,254)	(3,585)
Inventories	193	214	(73)	(116)	120	98
Financial instruments	16	47	(139)	(16)	(123)	31
Other assets	201	161	(499)	(538)	(298)	(377)
Provisions	815	819	(472)	(389)	343	430
Other liabilities	464	474	(126)	(119)	338	355
Tax losses and other tax benefits carried forward	10,302	9,340	—	—	10,302	9,340
Tax credits carried forward	208	128	—	—	208	128
Deferred tax assets (liabilities)	12,630	11,376	(5,593)	(5,488)	7,037	5,888
Deferred tax assets					9,469	8,554
Deferred tax liabilities					(2,432)	(2,666)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

354

Deferred tax assets recognized by the Company as of December 31, 2023 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	139,108	34,360	10,302	24,058
Tax credits carried forward	690	690	208	482
Other temporary differences	13,140	3,108	2,120	988
Total		38,158	12,630	25,528

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

As of December 31, 2023, the majority of unrecognized deferred

tax assets relates to tax losses carried forward attributable to

various subsidiaries located in different jurisdictions (primarily

Brazil, France, 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, 2023, the total amount of accumulated tax

losses in Luxembourg with respect to the ArcelorMittal S.A. tax

integration amounted to 120.6 billion, of which 35.3 billion is

considered realizable, resulting in the recognition of 8.8 billion of

deferred tax assets at the applicable income tax rate in

Luxembourg. At December 31, 2022, the total amount of

accumulated tax losses in Luxembourg with respect to the main

tax consolidation amounted to approximately 110.7 billion, of

which 34 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, 61 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)

355

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, 2023, 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 9.5 billion . The amount of future taxable income

required to be generated by ArcelorMittal’s subsidiaries to utilize

the deferred tax assets of 9.5 billion is at least 41.5 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, 2023, ArcelorMittal recorded 168 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 146 as of

December 31, 2022. 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 870 at

December 31, 2023 (795 at December 31, 2022).

10.5 Tax losses, tax credits and other tax benefits carried

forward

At December 31, 2023, the Company had total estimated tax

losses carried forward and other tax benefits of 139.1 billion.

This includes net operating losses and other tax benefits of 15.2

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
2024	25	43	68
2025	10	63	73
2026	1	30	31
2027	4	3	7
2028	272	34	306
2029 - 2044	1,066	13,619	14,685
Total	1,378	13,792	15,170

The remaining tax losses carried forward and other tax benefits

for an amount of 123.9 billion (of which 40.3 billion are

recognized and 83.6 billion are unrecognized) are carried

forward for unlimited period of time and primarily relate to the

Company’s operations in Brazil, France, Luxembourg, Spain

and in the United States.

At December 31, 2023, the Company also had total estimated

tax credits carried forward of 690.

Such amount includes tax credits of 499 (of which 129

recognized and 370 unrecognized) and primarily attributable to

subsidiaries in the Basque country in Spain which expire as

follows:


Year expiring	Recognized	Unrecognized	Total
2024	—	1	1
2025	—	1	1
2026	—	1	1
2027	—	1	1
2028	—	1	1
2028 - 2043	129	365	494
Total	129	370	499

The remaining tax credits for an amount of 191 of which 79 are

recognized and 112 are unrecognized) are indefinite and

primarily attributable to the Company’s operations in Brazil,

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)

356

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.

Share capital

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.

On April 28, 2023, ArcelorMittal cancelled 25 million treasury

shares to keep the number of treasury shares within appropriate

levels. This cancellation took into account the shares already

purchased under the 60,431,380 share buyback program (see

below). Following this cancellation, the aggregate number of

shares issued and fully paid up and share capital decreased

from 877,809,772 and 312 as of December 31, 2022 to

852,809,772 and 303 as of December 31, 2023, respectively.

The Company’s shares consist of the following:


	December 31, 2021	Movement in year	December 31, 2022	Movement in year	December 31, 2023
Issued shares	982,809,772	(105,000,000)	877,809,772	(25,000,000)	852,809,772
Treasury shares	(71,916,570)	(555,273)	(72,471,843)	38,933,827	(33,538,016)
Total outstanding shares	910,893,202	(105,555,273)	805,337,929	13,933,827	819,271,756

The number of issued shares was 982,809,772 at December 31,

2021, 877,809,772 at December 31, 2022 and 852,809,772 at

December 31, 2023.

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.

Following the cancellation of treasury shares on April 28, 2023,

authorized share capital decreased from 404 represented by

1,136,418,599 ordinary shares without nominal value as of

December 31, 2022 to 395 represented by 1,111,418,599

ordinary shares without nominal value as of December 31,

2023.

Share buyback

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).

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

357

On July 5, 2021, ArcelorMittal completed a third share buyback

program and repurchased 24.5 million shares for a total amount

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, the Company 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.

On March 31, 2023, ArcelorMittal completed the share buyback

program. The total repurchase value was €1,456 million (1,492)

at an approximate average price per share of €24.10 ($24.68).

On May 5, 2023, ArcelorMittal announced the commencement

of a new buyback program of up to 85 million shares under the

authorization given by the annual general meeting of

shareholders of May 2, 2023, to be completed by May 2025.

The actual amount of shares that will be repurchased pursuant

to this new program will depend on the level of post-dividend

free cash flow ("FCF") (calculated as net cash provided by

operating activities less purchases of property, plant and

equipment and intangibles less dividends paid to non-controlling

shareholders) generated over the period (the Company’s

defined policy is to return a minimum of 50% of post-dividend

annual FCF), the continued authorization by shareholders, and

market conditions. At market closure on December 31, 2023,

ArcelorMittal had repurchased 26.2 million shares for a total

value of €601 million (652) at an average price per share of

€22.88 ($24.85).

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, 33.5 million and 72.5

million treasury shares as of December 31, 2023 and

December 31, 2022, 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.

On March 14, 2023, the Company, through its wholly-owned

subsidiary Hera Ermac, early repaid 226,666 out of the 666,666

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

358

outstanding unsecured and unsubordinated bonds mandatorily

convertible into preferred shares of such subsidiary ("MCBs") for

a total cash consideration of 340. The bonds were placed

privately with a Luxembourg affiliate of Crédit Agricole. The

Company determined that the MCBs are a hybrid instrument

including an equity component recognized as non-controlling

interests and a liability component. Following the early partial

repayment, the Company allocated the cash consideration to

the liability component (25) and equity component (315) of the

instrument, which resulted in 291 decrease in non-controlling

interests and 24 decrease in retained earnings consistent with

the original allocation using the net present value of the future

interest payments at the date of early redemption.

On December 21, 2023, the Company signed an agreement for

an extension of the conversion date of the mandatory

convertible bonds to January 30, 2026. 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 547 and other liabilities for 113. The

derecognition of the previous instrument and the recognition at

fair value of the new instrument resulted in 66 expense included

in financing costs-net in the consolidated statement of

operations and 32 decrease in non-controlling interests.

Mandatorily convertible subordinated notes

On May 18, 2020, the Company completed an offering of

mandatorily convertible subordinated notes (“MCNs”) for 1,250.

The MCNs had a three-year maturity, were issued at 100% of

the principal amount and were mandatorily converted into

common shares of the Company upon maturity unless

converted earlier at the option of the holders or ArcelorMittal

during the conversion period or upon occurrence of certain

defined events.

The Significant Shareholder participated in the offerings by

contributing an amount of 100 for the MCNs.

The Company determined that the MCNs were a hybrid

instrument including an equity component and a debt

component.

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.

On May 19, 2023, upon mandatory conversion of the

24,290,025 outstanding mandatorily convertible subordinated

notes ("MCNs") due May 18, 2023, ArcelorMittal delivered a

total of 57,057,991 treasury shares (of which 9,396,120 to the

Significant Shareholder) with a carrying amount of 1,534. The

Company determined that the MCNs are a hybrid instrument

including an equity component and a debt component. Following

the mandatory conversion, it derecognized the 509 equity

component presented separately in the statements of changes

in equity and recognized a 1,025 (794 net of tax) decrease in

additional paid-in capital.

11.3 Earnings per common share

Basic earnings per common share is computed by dividing net

income by the weighted average number of common shares

outstanding during the year. Diluted earnings per share is

computed by dividing income 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, 2023 , 2022 and 2021.


	Year ended December 31,
	2023	2022	2021
Net income attributable to equity holders of the parent	919	9,302	14,956
Weighted average common shares outstanding (in millions) for the purposes of basic earnings per share	842	911	1,105
Incremental shares from assumed conversion of restricted share units and performance share units (in millions)	3	3	3
Weighted average common shares outstanding (in millions) for the purposes of diluted earnings per share	845	914	1,108

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

359

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 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
Dividend for financial year 2022	Annual general shareholders’ meeting on May 2, 2023	0.44	June 15, 2023 and December 7, 2023	369

On May 2, 2023 at the annual general meeting of shareholders,

the shareholders approved the Company’s dividend of $0.44 per

share. The dividend amounted to 369 and payment includes two

installments; the first installment of 185 was paid on June 15,

2023 and the second one of 184 was settled on December 7,

2023.

In February 2024, the Board of Directors recommended the

base annual dividend of $0.50 per share, to be paid in two equal

installments in June and December 2024, subject to the

approval of shareholders at the annual general meeting of

shareholders in April 2024.

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, 2023 and 2022

and for the years ended December 31, 2023, 2022 and 2021.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

360


Name of Subsidiary	Country of incorporation and operation	% of non- controlling interests and non- controlling voting rights at December 31, 2023	% of non- controlling interests and non- controlling voting rights at December 31, 2022	Net income (loss) attributable to non- controlling interests for the year ended December 31, 2023	Non- controlling interests at December 31, 2023	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
AMSA	South Africa	30.78%	30.78%	(67)	115	55	198	151
Société Nationale de Sidérurgie S.A. ("Sonasid")1	Morocco	67.57%	67.57%	3	115	5	103	9
AMKR	Ukraine	4.87%	4.87%	(15)	55	(68)	74	45
Belgo Bekaert Arames ("BBA")	Brazil	45.00%	45.00%	55	225	60	215	127
Hera Ermac2	Luxembourg	—	—		532	—	855	—
AMMC	Canada	15.00%	15.00%	149	561	183	492	257
Arceo	Belgium	62.86%	62.86%	3	150	1	144	2
ArcelorMittal Liberia Ltd3	Liberia	15.00%	15.00%	(11)	(169)	—	(173)	4
ArcelorMittal Texas HBI4	USA	20.00%	20.00%	(8)	216	(9)	225	—
Other				(6)	307	9	305	14
Total				103	2,107	236	2,438	609

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 30, 2026

(see note 11.2).

3. ArcelorMittal Liberia Ltd is incorporated in Cyprus. On December 21, 2023 and December 20, 2022, ArcelorMittal fully settled 100 and 300 capital increases, respectively,

in ArcelorMittal Liberia Ltd including 15 and 45, respectively, 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, 2023

and 2022 and summarized statements of operations and summarized statements of cash flows for the years ended December 31,

2023 , 2022 and 2021.


	December 31, 2023
Summarized statements of financial position	AMSA	Sonasid	AMKR	BBA	Hera Ermac	AMMC	Arceo	AM Liberia	ArcelorMittal Texas HBI LLC
Current assets	1,058	318	561	293	166	1,860	205	186	361
Non-current assets	464	113	1,230	232	990	3,108	39	919	812
Total assets	1,522	431	1,791	525	1,156	4,968	244	1,105	1,173
Current liabilities	876	251	638	94	58	530	—	546	68
Non-current liabilities	273	17	168	15	200	504	—	1,512	25
Net assets	373	163	985	416	898	3,934	244	(953)	1,080


	December 31, 2023
Summarized statements of operations	AMSA	Sonasid	AMKR	BBA	Hera Ermac	AMMC	Arceo	AM Liberia	ArcelorMittal Texas HBI LLC
Revenue	2,256	471	1,144	915	—	3,216	—	248	732
Net (loss) income	(217)	4	(328)	128	(51)	943	5	(85)	(40)
Total comprehensive income (loss)	(216)	13	(336)	127	(51)	935	5	(85)	(43)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

361


	December 31, 2023
Summarized statements of cash flows	AMSA	Sonasid	AMKR	BBA	Hera Ermac	AMMC	Arceo	AM Liberia	ArcelorMittal Texas HBI LLC
Net cash provided by / (used in) operating activities	52	16	49	209	33	997	10	90	125
Net cash provided by / (used in) investing activities	(93)	(20)	(112)	(66)	509	(553)	(7)	(314)	(122)
Net cash provided by / (used in) financing activities	27	(13)	52	(148)	(535)	(538)	(3)	225	(6)
Impact of currency movements on cash	(9)	5	(1)	1	—	—	2	—	—
Cash and cash equivalents:
At the beginning of the year / at acquisition date	157	89	26	18	—	206	93	4	4
At the end of the year	134	77	14	14	7	112	95	5	1
Dividend to non-controlling interests	—	(4)	—	(62)	—	(79)	(2)	—	(1)


	December 31, 2022
Summarized statements of financial position	AMSA	Sonasid	AMKR	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	AMKR	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)

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

362


	December 31, 2022
Summarized statements of cash flows	AMSA	Sonasid	AMKR	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	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)	—	—


	December 31, 2021
Summarized statements of operations	AMSA	Sonasid	AMKR	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	AMKR	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)	—

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

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

363

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 carrying amount of the financial liability at amortized

cost was 116 and 122 as of December 31, 2023 and 2022,

respectively, and is 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 (158 as of

December 31, 2023) 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.

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, 39.87% 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	2023	2022	2021	2023	2022
Calvert	Joint Venture	3,405	3,521	3,549	17	38
Gonvarri Steel Industries 1	Associate	2,474	2,526	2,234	98	118
Aperam	Other	445	536	478	44	69
Borçelik	Joint Venture	371	427	484	33	6
Bamesa	Associate	345	311	370	33	20
Tuper	Joint Venture	238	336	326	39	43
ArcelorMittal CLN Distribuzione Italia	Joint Venture	214	333	499	1	2
Tameh	Joint Venture	214	292	107	16	29
Coils Lamiere Nastri (C.L.N.)	Associate	185	195	150	21	3
WDI 2	Associate	183	195	195	1	1
AMNS India	Joint Venture	101	69	59	1	31
ArcelorMittal RZK Çelik Servis Merkezi	Joint Venture	88	177	154	2	6
Other 3		562	826	1,914	66	311
Total		8,825	9,744	10,519	372	677

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.

Consolidated financial statements

(millions of U.S. dollar, except share and per share data)

364

3. Other includes Acciaierie d'Italia. 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). 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	2023	2022	2021	2023	2022
Tameh	Joint Venture	669	830	404	111	147
Global Chartering	Joint Venture	296	413	286	13	13
Integrated Metal Recycling	Joint Venture	125	99	167	1	3
AMNS India	Joint Venture	96	105	166	20	8
Aperam	Other	92	126	86	10	12
Exeltium	Associate	85	85	71	16	14
Alkat	Associate	75	90	68	12	9
Baycoat	Joint Venture	62	60	53	8	6
Enerfos	Joint Venture	60	44	46	21	9
Sitrel	Joint Venture	60	110	88	3	—
CFL Cargo	Associate	59	52	71	4	14
Other		370	286	367	141	131
Total		2,049	2,300	1,873	360	366

12.3 Other transactions with related parties

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, 2023 and 2022, the

loans amounted to 230 and 212, respectively, including accrued

interest. The loans bear interest from 2.27% to 6.93% 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

several times since then, most recently on November 23, 2023.

That renewal provides for the bank to finance 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.

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, 2023 and for the fiscal year ended

December 31, 2022. Set forth below is a breakdown of fees for

services rendered by the auditor in 2023 and 2022.

Audit Fees. Audit fees for the audits of financial statements in

2023 and 2022 were 24.2 and 21.1, respectively, and for

regulatory filings 0.1 and 0.1 in 2023 and 2022, respectively.

Audit-Related Fees. Audit-related fees in 2023 and 2022 were

2.5 and 0.9, 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 2023 and 2022 were 1.2 and 0.3, respectively.

All Other Fees. Fees in 2023 and 2022 for all other services

were 0.1 and 0.3 , 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)

365

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, 2023 and the consolidated statement of operations,

the consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated

statement of cash flows for the year ended December 31, 2023, and notes to the consolidated financial statements,

including material accounting policy information.

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, 2023, and of its consolidated financial performance and its consolidated cash

flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”) 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.

366

Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment

Description of the

Matter

The goodwill, property, plant and equipment (“PP&E”) and intangible assets balances of the

Group as of December 31, 2023, were $3,908 million, $33,656 million and $1,194 million,

respectively.

As explained in Note 5.3 to the consolidated financial statements, the Group recorded an

impairment of goodwill of $194 million and of PP&E of $732 million, respectively, in relation to

the ArcelorMittal Temirtau cash-generating unit (“CGU”), representing the Group’s operations in

Kazakhstan, which was subsequently sold on December 7, 2023.

In addition, as explained in Note 5.3 to the consolidated financial statements, as a result of the

annual impairment assessment described below, the Group recorded an impairment of $112

million for PP&E, in relation to the Long Products CGU of ArcelorMittal South Africa.

As explained in Note 5.3 to the consolidated financial statements, the Group’s evaluation of

goodwill for impairment at the group of cash-generating units (“GCGU”) level, and PP&E as part

of the relevant CGU, involves a comparison of the recoverable amount of each GCGU or CGU

to the carrying amount. Except for the ArcelorMittal Temirtau CGU, discussed above, key

assumptions that had a significant impact on the Group’s estimate of the recoverable amounts

of GCGUs and CGUs, (“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 Group’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 Group’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.

367

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 Group’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 (representing the

Group’s operations in Ukraine), 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.

With the assistance of our valuation specialists, 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 Group’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.

Recoverability of Deferred Tax Assets (“DTAs”)

Description of the

Matter

The DTA balance as of December 31, 2023, was $9,469 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 ArcelorMittal S.A.’s DTA balances is subjective because the estimation

requires significant judgment, including the availability of future taxable 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.

368

How We Addressed

the Matter in Our

Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of

controls over the Group’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 taxable income with the actual results of prior periods and, separately, against other

forecasted financial information prepared by the Group, such as that used in estimating the

recoverable amounts of the Relevant GCGUs and CGUs as described in the ‘Impairment of

Goodwill, Intangible Assets and Property, Plant and Equipment’ key audit matter above. We

assessed the Group’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 intragroup loan

and external debt agreements used by management to forecast financial income, the primary

input to future taxable 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 included

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 IFRS 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.

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”).

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.

369

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.

• Assess whether the consolidated financial statements have been prepared, in all material respects, in compliance

with the requirements laid down in the ESEF Regulation.

• 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.

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.

370

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and communicate to them all relationships and other matters that may reasonably

be thought to bear on our independence, and where applicable, related safeguards.

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.

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 2, 2023,

and the duration of our uninterrupted engagement, including previous renewals and reappointments, is two years.

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 included in the consolidated management report is the responsibility of the Board of

Directors. 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, 2023, with

the relevant statutory requirements set out in the ESEF Regulations 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, 2023, identified as “mt-2023-12-31-

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, Réviseur d’entreprises agréé

February 28, 2024

371