ArcelorMittal Société Anonyme 24

ArcelorMittal
Société Anonyme
24-26, boulevard d’Avranches, L-1160 Luxembourg
Grand-Duchy of Luxembourg
R.C.S. Luxembourg B 82.454
(the “Company”)
______________________________________________________
MINUTES OF THE ANNUAL GENERAL MEETING
(The "General Meeting" or “AGM”)
HELD ON TUESDAY MAY 5, 2015 from 2:00 PM (CET)
at the Company’s offices at
24-26, boulevard d’Avranches, L-1160 Luxembourg, Grand-Duchy of Luxembourg
______________________________________________________
The Chairman and CEO, Mr. Lakshmi N. Mittal, welcomed the shareholders to the General Meeting of
ArcelorMittal.
Mr. Lakshmi N. Mittal announced that the following persons had taken place on the podium: Mr. Aditya
Mittal, CFO and Member of the Group Management Board, CEO of ArcelorMittal Europe with additional
responsibility for Investor Relations; Mr. Michel Wurth member of the Board of Directors (the “Board”);
Davinder Chugh, Member of the Group Management Board, CEO of ArcelorMittal Africa and CIS; Mr.
Henk Scheffer, Company Secretary, Mr. Lewis B. Kaden, Lead Independent Director; Mr. Lou Schorsch,
Member of the Group Management Board, CEO of ArcelorMittal Americas; Mr. Genuino Christino, Vice
President Group Finance; and Mr. Henri Blaffart, Executive Vice President Human Resources and Shared
Services. The Chairman pointed out the presence of Mrs. Karyn Ovelmen proposed for election to the
Board and the following members of the Board in the first row of the audience: Mr. Narayanan Vaghul, Mr.
Wilbur Ross, Mrs. Vanisha Mittal, Mrs. Suzanne Nimocks, Mr. Antoine Spillmann, Mr. Tye Burt, Mr.
Jeannot Krecké and Mr. Bruno Lafont.
Also present were Mr. Larry Koch and Mr. Vafa Moayed from Deloitte, ArcelorMittal’s independent auditor,
who had examined the 2014 financial statements submitted to the General Meeting.
Mr. Lakshmi N. Mittal, in his capacity as Chairman of the General Meeting, suggested appointing Mr.
Antoine Spillmann and Mr. Jeannot Krecké as scrutineers and Mr. Henk Scheffer as secretary of the
meeting, to which there was no objection from the shareholders present so that the scrutineers and
secretary were appointed. Mr. Lakshmi N. Mittal drew the attention of the participants to the fact that
shareholders must own at least one share of ArcelorMittal in order to attend the General Meeting and that
they must have followed the procedures described in the convening notice published on April 3, 2015.
The Chairman requested Mr. Scheffer to explain technical points about the General Meeting. Mr. Scheffer
pointed out that members of the press were authorised to attend the General Meeting but that the General
Meeting were private. Hencehe informed them that they were not allowed to make any audio or video
1
recordings. He requested the participants to keep their mobile phones switched off for the duration of the
meeting. Mr. Scheffer explained that the processing and counting of votes would be carried out by the
external service provider, IML. The General Meeting would validly deliberate on the resolutions regardless
of the number of shareholders present and the number of shares represented, and that the resolutions on
the agenda would be adopted by a simple majority of the votes validly cast by the shareholders present or
represented.
The publications required by law had been deposited with the bureau. The documents and information
required by law had been sent or made available to the shareholders in a timely manner. The convening
notice for this General Meeting had been published in Luxembourger Wort, a Luxemburg local newspaper,
on April 3, 2015 and in the Luxembourg official gazette Mémorial C on April 3, 2015, as well as on the
Company’s website, www.arcelormittal.com. Copies of these publications can be consulted at the
registration table.
Thereafter, the Chairman confirmed that the General Meeting had been convened in accordance with
Luxembourg law, was validly constituted and could validly deliberate and resolve on all their respective
agenda items.
The Chairman read out the agenda of the General Meeting: he indicated that items 1 to 5 and item 7 of
the agenda were routine items for any annual general shareholders meeting and that after presenting the
2014 results and commenting on trends for 2015, the non-routine agenda items will be reviewed in more
detail.
The secretary drew attention to the pack with the ArcelorMittal logo which shareholders had received and
that contained special cards on which shareholders could write questions, should they wish to raise any
question during the Questions & Answers sessions, and explained that it also contained a French version
of the presentation. He also reminded the meeting of the fact that only the shareholders present in person
or proxy holders were entitled to ask questions. Questions from shareholders would be answered
following the presentation of the 2014 accounts and the non-routine agenda items of the General Meeting.
Presentation of 2014 results
Mr. Lakshmi N. Mittal presented the 2014 results of ArcelorMittal and made specific highlights on the
Company’s operations and strategy, as attached hereto as Annex A
AGM
Thereafter, the Chairman turned his attention to the review of the General Meeting agenda items 6, 7, and
9.
He proposed Mr. Narayanan Vaghul for re-election, the Company’s non-executive and Independent
Director in order to ensure the right balance between knowledge, skills and experience and the need for
renewal and continuity in the Board.
The Chairman then explained the rationale behind the proposal for the election of Mrs. Karyn Ovelmen as
a member of the ArcelorMittal Board for a three-year term. The Board is convinced that her skills and
extensive knowledge of the financial aspects of running and overseeing a substantial industrial business
will contribute to the effective functioning of the Board of Directors.
Continuing, he also commented on the proposals to re-elect Mr. Wilbur Ross and Mr. Tye Burt. Based on
the individual qualifications, experience and their contributions to the Board, the Board concluded that
these gentlemen should be re-elected and Mrs Ovelmen elected as members of the Board for a three-year
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mandate that will automatically expire on the date of the annual general meeting of shareholders to be
held in 2018.
The Chairman pointed out the fact that the biographical information of the directors proposed for election
or re-election had been made available on the Company’s website by the time of the publication of the
convening notice
Mr. Scheffer commented on item 7 of the Agenda, relating to the renewal of the authorisation of the Board
and to the corporate bodies of other companies in the ArcelorMittal group to acquire shares in the
Company.
The Board proposed the cancellation of the current authorisation granted to the Board by the General
Meeting of shareholders held in 2010 and to authorise, effective immediately after the General Meeting,
the Board and the corporate bodies of other companies in ArcelorMittal to acquire and sell shares of the
Company. This authorisation will allow the Company to hold or repurchase shares not exceeding 10% of
the Company’s issued share capital. The purpose of this authorisation is for the Company to have
flexibility and this authority can be used to minimize dilution from employee’s share plans, to fund share
exchange offers for acquisitions and to improve the efficiency of the balance sheet.
Thereafter, Mr. Scheffer commented item 9 relating to the authorisation of grants to the Board of share
based incentives to enhance the long term performance of the Company and align the members of the
Leadership Team to the Company’s objectives. Since there were no changes on the plan in comparison
to the previous year, he highlighted the most relevant information on this, reminding the participants that a
detailed explanatory information had been made available on the Company’s website by the time of the
publication of the convening notice.
The main objective of the GMB PSU Plan is to be an effective performance-enhancing scheme for Group
Management Board members based on the achievement of ArcelorMittal’s strategy aimed at creating
measurable long-term shareholder value. Awards under the GMB PSU Plan are subject to the fulfillment
of cumulative performance criteria over a three-year period compared to a peer group of companies based
on Total Shareholder Return and Earnings Per Share.
The 2015 Cap for the number of PSUs that may be allocated to the Group Management Board members
and other retention based grants below the Group Management Board level, if any, was proposed to be
set at a maximum of 5,000,000 (five million) shares representing less than 0.28% of the outstanding share
capital on a diluted basis.
Questions & Answers (“Q&A”) session
At the request of the Chairman, the Secretary introduced the Q&A session with an explanation of the
procedure. A summary of the Q&A is attached hereto as Annex B. The Q&A session lasted approximately
thirty (30) minutes.
Vote
The Chairman then closed the Q&A session and stated that, according to the attendance list that had
been communicated to him, it showed that the shareholders present or represented at today’s meeting
own a total of shares of 996,521,991 shares, corresponding to 59, 84 % of the outstanding voting rights.
The Chairman announced that he would first submit the proposed resolutions related to items 1 to 9 of the
agenda to the vote.
3
He asked the secretary to inform the shareholders about the procedure to be followed for the voting
process. The secretary explained that the shareholders will vote on each of the resolutions by using an
electronic voting device that had been handed to the shareholders upon registration. In addition, he
detailed the functioning of the electronic voting device to the shareholders.
The shareholders vote on the resolutions after the reading out loud of each resolution.
AGM RESOLUTIONS
1. Report of the Board of Directors and the Auditors Reports on the annual accounts and the
consolidated financial statements for the 2014 financial year
No vote was required for this item.
2. Approval of the Consolidated Financial Statements for the 2014 financial year
Resolution I
The General Meeting, after having reviewed the management report of the Board and the report of the
independent auditor, approved the Consolidated Financial Statements for the financial year 2014 in their
entirety, showing a consolidated net loss of USD 974 million.
The resolution was approved with 99, 98% of the votes casts ‘for’ and 0, 02% ‘against’.
3. Approval of the Parent Company Annual Accounts for the 2014 financial year
Resolution II
The General Meeting, after having reviewed the management report of the Board and the report of the
independent auditor, approved the Parent Company Financial Statements for the financial year 2014 in
their entirety, showing a profit for the Company as parent company of the ArcelorMittal group of USD 488
million.
The resolution was approved with 99,98% of the votes casts ‘for’ and 0, 02% ‘against’.
4. Allocation of results, determination of dividend, and determination of compensation to be
allocated to the members of the Board of Directors in relation to the financial year 2014
Resolution III
The General Meeting acknowledged the net profit of USD 488 million and the fact that no allocation to the
legal reserve or to the reserve for treasury shares was required.
On this basis, the General Meeting upon the proposal of the Board, decided to pay a dividend out of profit
brought forward, and to allocate the results of ArcelorMittal based on the Parent Company Financial
Statements for the financial year 2014 as follows:
4
Profit for the year
USD 487,722,806
Profit brought forward (Report à nouveau)
USD 36,586,319,860
Results to be allocated and distributed
USD 37,074,042,666
Transfer to reserve of treasury shares
--
Allocation to the legal reserve
USD 81,432,993
Directors’ remuneration for financial year 2014
(as per Resolution IV, below)
USD 2,031,092
Dividend of USD 0.20 (gross) per share
relating to financial year 2014*
USD 332,879,413
Profit carried forward
USD 36,657,699,168
* On the basis of 1,664,397,066 shares in issue at 31 December 2014 net of treasury shares held by the
Company. Dividends will be paid on 15 June 2015, resulting in a total annualized cash dividend per share
of USD 0.20.
The General Meeting acknowledged that the dividend of USD 0.20 (gross) per share will be paid on 15
June 2015.
The proposal was approved with 99,87% of the votes casts ‘for’ and 0, 13% ‘against’.
Resolution IV
Given the third resolution above, the General Meeting set the amount of total remuneration for the Board
in relation to the financial year 2014 at USD 2,031,092, based on the annual fees set out in the convening
notice.
The resolution was approved with 96,68% of the votes casts ‘for’ and 3,32% ‘against’.
5. Discharge of the directors
Resolution V
The General Meeting decided to grant discharge to the directors for the financial year 2014.
The resolution was approved with 98,2% of the votes casts ‘for’ and 1,91% ‘against’.
6. Election of members of the Board of Directors
The mandate of each of the three following directors has come to an end on the date of the General
Meeting: Mr. Narayanan Vaghul, Mr. Wilbur Ross and Mr. Tye Burt. The Board proposed the re-election
of Mr. Narayanan Vaghul, Mr. Wilbur Ross and Mr. Tye Burt and the election of Mrs. Karyn Ovelmen as
members of the Board for a three-year term.
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Resolution VI
The General Meeting re-elects Mr. Narayanan Vaghul as director of ArcelorMittal for a three-year
mandate that will automatically expire on the date of the annual general meeting of shareholders to be
held in 2018.
The resolution was approved with 97,14% of the votes casts ‘for’ and 2,86% ‘against’.
Resolution VII
The General Meeting re-elects Mr. Wilbur Ross as director of ArcelorMittal for a three-year mandate
that will automatically expire on the date of the annual general meeting of shareholders to be held in
2018.
The resolution was approved with 90,77 % of the votes casts ‘for’ and 9,23% ‘against’.
Resolution VIII
The General Meeting re-elects Mr. Tye Burt as director of ArcelorMittal for a three-year mandate that
will automatically expire on the date of the annual general meeting of shareholders to be held in
2018.
The resolution was approved with 99,17 % of the votes casts ‘for’ and 0,82% ‘against’.
Resolution IX
The General Meeting elects Mrs. Karyn Ovelmen as director of ArcelorMittal for a three-year mandate
that will automatically expire on the date of the annual general meeting of shareholders to be held in
2018.
The resolution was approved with 99,97 % of the votes casts ‘for’ and 0,03% ‘against’.
7. Renewal of the authorisation of the Board of Directors of the Company and of the corporate
bodies of other companies in the ArcelorMittal group to acquire shares in the Company
Resolution X
The General Meeting decides to renew the authorisation of the Board of the Company and of the
corporate bodies of other companies in the ArcelorMittal group to acquire shares in the Company.
The resolution was approved with 97,88% of the votes casts ‘for’ and 2,12% ‘against’.
8. Appointment of an independent company auditor in relation the Parent Company Financial
Statements and the Consolidated Financial Statements for the financial year 2015
Resolution XI
The General Meeting decided to appoint Deloitte Audit S.à r.l., with registered office at 560, rue de
Neudorf, L-2220 Luxembourg, as independent auditor for the audit of the Parent Company Annual
Accounts and the Consolidated Financial Statements for the financial year 2015.
The resolution was approved with 99,92% of the votes casts ‘for’ and 0,07% ‘against’.
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9. Authorisation of grants of shares based incentives
Resolution XII
The General Meeting acknowledged the background information provided earlier in the meeting about
the GMB PSU Plan and other retention based grants and authorised the Board to allocate up to
5,000,000 shares under the 2015 plan and to adopt any rules and measures to implement the GMB
PSU Plan and other retention based grants below the level of the Group Management Board.
The resolution was approved with 96,22% of the votes casts ‘for’ and 3,78% ‘against’.
* * * * *
CLOSING OF THE MEETING
The Chairman thanked the shareholders for their participation to the General Meeting and expressed his
wish to see them again at the Company’s next annual general meeting of shareholders.
He then closed the General Meeting at 3:00 p.m. (CET).
Signed by:
Lakshmi N. Mittal (Chairman)
Henk Scheffer (Secretary)
Tye Burt (Scrutineer)
Jeannot Krecké (Scrutineer)
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Annex A
ArcelorMittal 2015 AGM
5 May 2015 2:00 p.m. CET
AGM 5 May 2015
Thank you
1
Agenda AGM 5 May 2015
AGM
1-
23456789-
Presentation of the management report of the Board of Directors and the reports of the independent company
auditor on the financial statements of the parent company (the “Parent Company Financial Statements”) and
the consolidated financial statements of the ArcelorMittal group (the “Consolidated Financial Statements”) for
the financial year 2013 in each case prepared in accordance with the International Financial Reporting
Standards as adopted by the European Union
Approval of the Consolidated Financial Statements for the financial year 2013 - (AGM Resolution I)
Approval of the Parent Company Financial Statements for the financial year 2013 - (AGM Resolution II)
Allocation of results and determination of the dividend and the remuneration of the members of the Board of
Directors in relation to the financial year 2013 - (AGM Resolution III and IV)
Discharge of the directors – (AGM Resolution V)
Election of members of the Board of Directors: Mr Narayanan Vaghul, Mr. Wilbur Ross, Mr. Tye Burt and Mrs.
Karyn Ovelmen – (AGM Resolutions VI, VII, VIII, IX)
Renewal of the authorisation of the Board of Directors of the Company and of the corporate bodies of other
companies in the ArcelorMittal group to acquire shares in the Company (AGM Resolution X)
Appointment of an independent company auditor in relation to the Parent Company Financial Statements and
the Consolidated Financial Statements for financial year 2014 – (AGM Resolution XI)
Authorisation of grants of share based incentives – (AGM Resolution XII)
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AGM 2015
Lakshmi Mittal, Chairman and CEO
Luxembourg, 5 May 2015
© ThyssenKrupp Steel USA, LLC
Disclaimer
Forward-Looking Statements
This presentation may contain forward-looking information and statements about ArcelorMittal
and its subsidiaries. These statements include financial projections and estimates and their
underlying assumptions, statements regarding plans, objectives and expectations with respect to
future operations, products and services, and statements regarding future performance. Forwardlooking statements may be identified by the words “believe,” “expect,” “anticipate,” “target” or
similar expressions. Although ArcelorMittal’s management believes that the expectations reflected
in such forward-looking statements are reasonable, investors and holders of ArcelorMittal’s
securities are cautioned that forward-looking information and statements are subject to numerous
risks and uncertainties, many of which are difficult to predict and generally beyond the control of
ArcelorMittal, that could cause actual results and developments to differ materially and adversely
from those expressed in, or implied or projected by, the forward-looking information and
statements. These risks and uncertainties include those discussed or identified in the filings with
the Luxembourg Stock Market Authority for the Financial Markets (Commission de Surveillance
du Secteur Financier) and the United States Securities and Exchange Commission (the “SEC”)
made or to be made by ArcelorMittal, including ArcelorMittal’s Annual Report on Form 20-F for the
year ended December 31, 2014 filed with the SEC. ArcelorMittal undertakes no obligation to
publicly update its forward-looking statements, whether as a result of new information, future
events, or otherwise.
Non-GAAP Financial Measures
This presentation may contain supplemental financial measures that are or may be non-GAAP
financial measures. Definitions of such supplemental financial measures and a discussion of the
most directly comparable IFRS financial measures can be found on ArcelorMittal's website at
http://www.arcelormittal.com/corp/investors/presentations/.
4
2014 Strategic Report Card
2013 Investor Day Targets
EBITDA
Shipments
Medium term target $150/t
Increase to 95Mt medium term
2014 Performance
Underlying EBITDA up 8.5%
 Steel
only EBITDA/t up $14/t
Medium Term Target Update
Medium term remains $150/t
Shipments increased 3.0% to
following expansion of
core markets
Increase to 95Mt medium term
Net debt declined $0.2bn in 2014
despite $0.7bn perpetual
repayment
Medium term remains $15bn
85Mt
Net
Debt
Medium term target $15bn
Mgt
Gains
2013-15 target $3bn
$2.1bn achieved at end of 2014
2015 target remains $3bn
Iron Ore
Expand capacity to 84Mtpa by end
2015
run rate achieved at AMMC
24MT
↔ Liberia expansion delayed
Medium term capacity target
remains >84Mt given stretch
potential at Liberia and AMMC

Solid progress relative to targets
5
Safety focus
Health & Safety Lost time injury frequency (LTIF) rate*
Mining & steel, employees and contractors
3.1
2.5
1.9
1.8
1.4
1.0
2007
2008
2009
2010
2011
2012
0.85
0.85
2013
2014
Our goal is to be the safest Metals & Mining company
* LTIF = Lost time injury frequency defined as Lost Time Injuries per 1.000.000 worked hours; based on own personnel and contractors
6
Recap
Improved
EBITDA despite lower iron ore
price
Better Steel offset weaker Mining performance in 2014
EBITDA per tonne (US$/t) on underlying basis*
150
Underlying* EBITDA $m
+8.5%
6,749
Including $350m
for NAFTA
weather
7,324
+27.3%
6,098
74
Steel
4,343
4,769
82
90
4
6,072
86
-36.8%
Mining
1,755
1,980
2012
2013
1,252
2014
2012
2013
2014
Midterm
Target
Steady progress towards $150/t medium term target
* Underlying basis; FY 2014 includes the negative impact of $90m following the settlement of US antitrust litigation and a $76m provision related to onerous annual tin
plate contracts at Weirton in the US, offset by the $79m gain on disposal of Kuzbass coal mines in Russia. In addition $350m from weather related costs impacting the
US operations in 1H’14; ** FY 2013 included the positive impact of a $47m fair valuation gain relating to the acquisition of an additional ownership interest in DJ
7
Galvanizing
in Canada and $92m of DDH income. FY 2012 includes one-time gains totalling $1.6bn
7
Cost savings on target
$3bn management gains program ($ billion)
Annualized savings
Run-rate of Asset Optimization savings at year end
($ million)
Savings targets
Residual costs
1,200
Running total
Realised savings
1,000
800
3.0
2.1
600
400
1.1
200
0
2013
•
•
•
•
•
2014
2015F
3 year Management Gains plan: Annualized savings of
$2.1bn achieved by end of 2014. On target to achieve
$3bn by end of 2015
Bottom up plan across the group
2/3 variable cost and 1/3 fixed cost focussed
Improvements in reliability, fuel rate, yield, productivity etc
Leveraging extensive benchmarking opportunities within
the Group
2011
•
•
2012
2013
2014
2015F
Including “residual costs”, the targeted runrate savings of $1bn has been clearly
exceeded
Further incremental EBITDA impact in 2015
as residual costs disappear from the system
Ongoing focus on cost reduction
8
Mining volumes driving lower costs
• Volume and growth: FY14 market priced iron ore shipments +13.2%. Expect
+5% growth in 2015
 AMMC: Successful completion to 24Mtpa
 Liberia: Phase 1 DSO 5Mt complete; Phase 2 currently delayed due to Ebola
 Baffinland JV: Early revenue phase to target 3.5Mt production run-rate in 2H’ 15
• Costs: overall mining costs reduction of 7% in 2014 vs. 2013; a further 10%
reduction in average unit costs are expected in 2015
Iron ore marketable shipments (MMt)
AMMC concentrate cost index*
Kazakhstan coal cost index*
+13%
25
28
29
35
40
42
2010 2011 2012 2013 2014 2015F
-13%
-30%
+5%
2013
2014
2015F
2013
2014
2015F
Continued mining volume growth and cost progress
* Index calculated with base 100=2013
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Auto developments capturing growth
• Global demand growth favors
ArcelorMittal exposure*
–
ArcelorMittal is the No.1 supplier of flat carbon steels
to the global automotive sector
–
ArcelorMittal provides >13Mt of steel to the ~87m
vehicles produced worldwide
• AM/NS Calvert progress update
–
Integration of ArcelorMittal Tubarao and ArcelorMittal
Mexico as slab suppliers to JV continued into
4Q’14. Trials in process to qualify these slab sources
with our customers
• VAMA China automotive steel JV
–
Global market expected to grow to 103 million
vehicles in 2018* (19% above 2014)
–
Inauguration of the cold mill complex during 2Q’14; first
automotive coils expected 1Q’15
–
EU28 auto production expected to grow by 2.1 million
units over the next 4 years
–
–
NAFTA light vehicle production expected to grow by
1.8 million units by 2018
Initial capacity of 1.5Mt expandable up to 2.3Mt 
support ~10% share of the fast-growing China
automotive industry
–
Robust Chinese automotive market: > 34% growth to
29.9 million vehicles by 2018
• Steel to remain the material of
choice for auto
–
ArcelorMittal’s AHSS offering allows for significant
weight savings while improving safety
–
Helps customers meet their sustainability requirements
in order to meet future regulations on tailpipe
emissions
–
Recent information released by major OEMs supports
the case for steel remaining the material of choice
Steel to remain the material of choice for auto
* source LMC Auto Jan 2015
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Solid cash flow performance in 2014
Net debt bridge FY13 v FY14 ($bn)
Net debt* (“NFD”) progression ($bn)
Includes Senegal payment
$150m and $90m US litigation
costs
0.7
16.1
0.5
(0.6)
(0.6)
15.8
15.8
(3.9)
3.7
2013 FY Cashflow Capex Dividend Perpetual M&A Forex & 2014 FY
from
bond proceeds Others
operations
• Improved cash flow through lower
capex, working capital efficiency and
reduced net interest
• $1.1bn total dividends / perpetual
bond repayment in 2014
22.5
26.5
18.8 19.7
22.5 21.8
16.1 15.8
2007 2008 2009 2010 2011 2012 2013 2014
• Lowest level of net debt since the
merger in 2006
• Medium term net debt target remains
$15bn
Recovering the investment grade credit rating remains a strategic priority
* Net debt refers to long-term debt, plus short term debt, less cash and cash equivalents, restricted cash and short-term investments (including those held as part of asset/liabilities held for sale)
11
Lower net debt remains a priority
Net debt* (“NFD”) progression ($bn)
-9.1
Lowest level since the merger
• Lowest level of net debt since the merger
in 2006
• $10bn of liquidity (cash and undrawn
credit lines) at end 2014
• Medium term net debt target of $15bn
remains
• Current commitments until $15bn NFD
achieved:
24.9
15.8
15.0
- No increase in growth capex
- No net outflow M&A
3Q’11
4Q’14
Medium
term
target
• Once $15bn NFD reached, board will
determine best use of surplus FCF:
- Increase dividends?
- Invest for growth?
- Reduce NFD further?
Recovering the investment grade credit rating remains a strategic priority
* Net debt refers to long-term debt, plus short term debt, less cash and cash equivalents, restricted cash and short-term investments (including those held as part of asset/liabilities held for sale)
12
ArcelorMittal Consolidated Statements of
Operations
In m illions of U.S. dollars
Sales
Depreciation
Impairment
Restructuring charges
Operating income
Operating margin %
Loss from, associates, joint ventures and other investments
2013
2014
79,440
(4,695)
(444)
(552)
79,282
(3,939)
(264)
-
1,197
1.5%
3,034
3.8%
(442)
(172)
Net interest expense
Foreign exchange and other financing costs
(1,777)
(1,338)
(1,469)
(1,913)
Loss before taxes and non-controlling interests
(2,360)
(520)
(215)
(454)
(2,575)
(974)
Income tax expense
Net loss including non-controlling interests
Non-controlling interests
Net loss attributable to owners of the parent
EBITDA (1)
EBITDA Margin %
30
Figures based on International Financial Reporting Standards (IFRS)
•
•
•
•
(112)
(2,545)
(1,086)
6,888
8.7%
7,237
9.1%
(1) EBITDA is defined as operating income plus depreciation, impairment expenses
and exceptional items
2014 v. 2013
•
•
•
Sales decreased marginally
mainly due to lower steel and
iron ore selling prices
Impairment charges totalled
US$ 264 million in 2014
Restructuring charges were nil
in 2014
EBITDA increased by 5% from
US$ 6.9 billion in 2013 to US$
7.2 billion in 2014
Operating income amounted to
US$ 3.0 billion in 2014
Income tax expense of US$
454 million in 2014
Net loss amounted to US$ 1.1
billion in 2014 compared to net
loss of US$ 2.5 billion in 2013
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ArcelorMittal Consolidated Statements
of Cash Flows
In millions of U.S. Dollars
2013
Operating activities
Net income (loss) attributable to owners of the parent
Adjustments to reconcile net income (loss) to net cash
provided by operations
Non-controlling interest
Depreciation and impairment
Restructuring charges
Deferred income tax
Change in operating workling capital
Other operating activities
Net cash provided by operating activities
Investing activities
Purchase of property, plant and equipment and intangibles
Other investing activities (net)
Net cash used in investing activities
Financing activities
(Payments) proceeds relating to payable to banks and longterm debt
Dividends paid
Combined equity offering
Repayment of subordinated perpetual capital securities
Disposal / (Acquisition) of non-controlling interests
Other financing activities (net)
Net cash (used in) provided by financing activities
Net (decrease) increase in cash and cash equivalents
2014 v. 2013
2014
(2,545)
(1,086)
•
(30)
5,139
552
(90)
764
506
4,296
112
4,203
(90)
368
363
3,870
(3,452)
575
(2,877)
(3,665)
588
(3,077)
(4,294)
(1,553)
(415)
3,978
1,100
(128)
241
(458)
(657)
(17)
(65)
(2,750)
1,660
(1,957)
Cash and cash equivalents transferred to assets held for sale
(9)
Effects of exchange rate changes on cash
19
(230)
1,670
(2,179)
Changes in cash and cash equivalents
Figures based on International Financial Reporting Standards (IFRS)
•
•
•
Net cash provided by operations
decreased from US$ 4.3 billion to
US$ 3.9 billion
CAPEX was higher at US$ 3.7 billion
in 2014 compared to US$ 3.5 billion in
2013
Cash dividend was stable at US$ 0.4
billion in 2013 and US$ 0.5 billion in
2014
Cash outflow of US$ 2.3 billion in
2014 including US$ 1.6 billion of debt
repayment and US$ 0.7 billion from
repayment of subordinated perpetual
capital securities
8
14
ArcelorMittal S.A. Parent Company
Statements of Operations
2014 v. 2013
In m illions of U.S. dollars
2013
2014
General and administrative expenses
(37)
(614)
Operating loss
(37)
(614)
Income from subsidiaries and associates
Impairment of investments
Financing costs - net
2,792
(6,647)
(1,375)
2,031
(99)
(1,436)
Income (loss) before taxes
Income tax benefit
Net income (loss)
(5,267)
654
(4,613)
(118)
606
488
Figures based on International Financial Reporting Standards (IFRS)
•
•
Net result of the Parent
Company in 2014 was a net
income of US$ 488 million
compared to a net loss of US$
4,613 million in 2013.
Net income in 2014 included
US$ 2 billion of income from
subsidiaries and associates and
tax benefit of US$ 0.6 billion
partly offset by financing costs
of US$ 1.4 billion and general
and administrative expenses of
US$ 0.6 billion
15
ANNEX B
Questions and Answers session at the May 5, 2015
General Meeting
Below is a summary of the questions and answers raised during the General Meeting.
Question:
Share price: why do you perform better or under perform more than your peers?
Answer:
To a great extent the decline of our share price in 2014 was driven by factors beyond our control: the
economic slowdown in China, increased steel exports and a significant fall in the iron ore price, political
risks in Russia/Ukraine and economic uncertainty in Brazil. Clearly these factors are beyond our control
but will impact on our performance.
Considering our stock on a total shareholder return basis, which combines share price movement and
dividends, in 2013 we performed well relative to our peer group, ranking at the top of the second quartile.
But in 2014 we did underperform. The worst performers from our peer group (and we compare ourselves
to steel and mining peers) were those companies with exposure to Brazil. Clearly the markets
reassessment of the fundamental outlook for Brazilian steel and iron ore materially impacted our share
price performance in 2014.
What are we doing to turn this share price performance around? We will continue to execute our strategy;
we are focussed on: capturing our share of improved demand, operational efficiency to reduce costs (both
in steel and mining), invest with focus and discipline (including capital investment and research &
development investment), and continue to reduce our net debt. We believe this strategy will maximise
returns in the medium term.
Question:
One of your most loyal supporters, Goldman Sachs, is forecasting a share price decline to €7.3 with a
SELL recommendation. How do you explain this surprising turn of event?
Answer:
To our view, the Goldman Sachs analyst is negative for the main following reasons:
•
Goldman Sachs internal long term view on iron ore price FOB at $39/t (see report of 16 April
2015) is particularly negative and the market consensus on long term iron ore price is not quite
that negative (2017forecast in the range of $50/t to $71/t);
•
He’s not giving us any benefit for our cost cuttings programs (AOP, Management gains) and
assumed that all of the cost savings are passed on to the customers;
His poorly worded statement “lower iron ore price does not have to mean higher steel margins”
shows a one-sided view on steel margins in a declining raw materials environment, i.e. for 2014
•
1
when iron ore price dropped by 28%, we did expand our steel margins (steel margins $14/t year
on year).
As a conclusion, his sell recommendation with a 12 months price target (€) at 7.3 is very bearish; as an
example, he refers to higher net debt on lower FCF generation for 2015 which is contrary to our guidance
th
announced during our 4 Quarter 2014 results (progress towards net debt and positive FCF at the end of
2015).
Question:
What are your long term iron ore long term price assumptions?
Answer:
As both a major producer and consumer of iron ore, it is not in our commercial interest to comment
publicly on the iron ore price. However, the reality is that the iron ore price is expected to stay at lower
levels, so we must accept it and adjust our businesses accordingly.
Driving out further cost and increasing production will be crucial in mitigating the impact of the iron ore
price. This is a key area of focus for 2015 and we are targeting in excess of one-third of the impact of
lower iron ore prices on mining revenues being offset by improved cost performance including the benefits
of foreign exchange, lower energy and freight costs as well as higher volumes.
Question:
Corporate often highlights the most flattering numbers when it comes to results, and often using ratios
which are not understood by non-specialists. Would you agree on the settlement of international norms
which would force corporates to publish some of the most significant numbers to ease the comparison of
results between companies, and in particular to establish a comparison between net incomes.
Answer:
ArcelorMittal reports its consolidated financial information in accordance with International Financial
Reporting Standards (IFRS) norms as issued by the International Accounting Standards Board (IASB), the
independent, accounting standard-setting body of the IFRS Foundation. IFRS are designed as a common
global language for business affairs so that company accounts are understandable and comparable
across international boundaries. They are a consequence of growing international shareholding and trade
and are particularly important for companies that have dealings in several countries.
Question:
You recently affirmed that your ambition is to make steel one of the most sustainable materials.
Previously your corporate responsibility approach was based on 4 pillars; now you choose to
communicate about 10 outcomes. Why and what are your numerical targets? What are your principal
challenges?
Answer:
The 10 outcomes form the new framework for our group corporate responsibility strategy and have
evolved from our previous approach which was based on four pillars. We made this change because we
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believe the ten outcomes are more tangible for the business and will drive the next level of progress that is
required. At this stage we don’t have numerical targets for the company because we are still evaluating
our current status and process.
We have built a good track record in corporate responsibility over the years, and recognise that the
demands and challenges of sustainability are growing and require solutions. Steel is a part of those
solutions and the 10 outcomes represent the challenges, the opportunities and where we will focus our
efforts. We will develop a way to measure our progress against them, including targets. The intention is
that each main operating unit/country (as appropriate) will take ownership of translating what the
outcomes mean for them and building appropriate action plans and KPIs.
Question:
What are your sources of growth? In which countries do you intend to invest? What about Florange and its
reconversion?
Answer:
In 2014 as compared to 2013, Group EBITDA grew by 8.5%; steel margins were up by $14/t on an
underlying basis. A key contributor of this improvement was a 3.0% increase in steel shipments.
As a general comment, we believe we are well placed to capture our share of continued demand recovery
in our core markets.
Our investments reflect this focus: (NAFTA flat products) AM/NS Calvert JV; Dofasco newly heavy gauge
galvanize line and galvanized line conversion; (Brazil long products) Monlevade expansion; Acindar new
rolling mill (Argentina); (China flat products) VAMA JV with the construction of automotive facility (state of
the art pickling tandem CRM, continuous annealing line, hot dip galvanizing line).
With regard to Florange, we have successfully implemented our industrial plan and commitments, which
have been welcomed by President Hollande. The plant has a clear vision to produce value added
products.
The Florange site employs in excess of 2,000 people and produces amongst the best steels worldwide.
The investment plan in Florange, of which 80% (€146m out of the €180m total) has been implemented,
enables us to further strengthen and improve the production of steels of exceptional quality.
There have been no layoffs or redundancies; we have found a solution for every single employee
impacted by the closure of primary steelmaking facilities.
The Usibor production in Florange has doubled between 2012 and 2014 (from 300,000 to 600,000
tonnes), a year in advance of the initial development plan. This development, supported by our
investments, has helped to enable the recent recruitment of a further 30 persons.
Sustained by our investment plan, Florange is today the centre of excellence for the production of the
latest generation steel for the automotive industry and packaging such as Usibor.
3
Question:
What impact on your results can be expected from the EU application on anti-dumping about EAF steel
coming from Russia, US, Korea, China and Japan and are you not fearing some reprisal which would
offset the positive effect?
Answer:
Imports from China and other countries have increased in 2014 (annualised share of finished steel imports
from China into EU28 is around 30% in 2015 versus 22% in 2014), which can have a negative impact on
local producers.
Imports from Russia have increased (net exports surged +19% year on year for January-February 2015)
but this has been offset by a fall in shipments from UKR. As a result, imports from the CIS have remained
flat. Russia has a very low cost base in $ terms due to currency, so little point competing on price but we
compete on quality, speed and continuity of supply.
Where we believe such imports to be unfair then we are in support of anti-dumping tariffs being
applied. This is in alignment with global trade rules and provided these are fairly applied, we are not
unduly concerned about reprisals.
We do not comment on potential for future trade cases and continue to strive for a fair trading environment
for steel on a global basis.
Question:
How do you see the outlook on your markets within 5-10 years and in which sectors are you seeing some
sources for development/more profitable?
Answer:
We do not give specific forecasts for 5 years plus. In terms of particular markets, automotive will remain
important. Indeed it is future legislation for the auto industry to reduce emissions that has driven our
research & development efforts to produce lighter-weight steels such as Usibor, S-in-Motion and
Fortiform.
While auto is very important and a franchised business for ArcelorMittal, we are also developing highly
innovative steel solutions for construction (‘steel envelope’ concept), etc.
Question:
Do you have a gender pay gap within your multinational company? What do you do at the (European)
companies of ArcelorMittal to prevent gender pay gap? How do you provide for transparency in
remuneration policies?
Answer:
The gender pay gap is a challenge for many companies, ArcelorMittal included, and it is something we are
actively working to analyse and improve.
We are fairly confident that at certain levels in the company, where positions have been externally benchmarked to the market, that we are doing well on eradicating any pay inequality. However ArcelorMittal is a
company of over 200,000 employees and we have not yet completed this bench-marking for every
position within the company. So we are aware that there is more we need to do more to reduce this
4
disparity particularly at the lower management levels in the company. Our philosophy is to base
remuneration on the position and the impact of that position for our business, not on the incumbent.
Through our wider approach to inclusion and diversity we are working to identify and understand the
barriers to greater diversity in the workplace as part of what can become wider change.
Question:
Has ArcelorMittal conducted a Social and Environmental Profit and Loss statement (SEP&L account?
If so, when should the VBDO expect for ArcelorMittal to issue its first SEP&L account?
Answer:
We do not currently have plans to conduct an overall SEP&L for the business. However, we have done a
similar study in South Africa using the World Business Council for Sustainable Development measuring
impact framework to assess the value of our operations and found this to be a successful means of
looking at our impacts (both positive and negative) and engaging meaningfully with our stakeholders. We
were hoping to use a similar approach in Liberia this year but this had to be delayed due to the Ebola
outbreak.
To date, we have favoured the World Business Council for Sustainable Development (WBCSD)
measuring impact framework, and while this methodology is not identical to SEP&L we are looking at the
opportunities it will provide to our business.
You may be aware of our new “ten outcome” sustainability approach and outcome ten is directly
encouraging units to calculate what value they bring to society, not just limited to financial value.
Question:
Would ArcelorMittal be willing to set SMART targets on circularity for the next years? If so, would
ArcelorMittal be willing to publish and report on these targets next year. If not, why not?
Answer:
We recognize the importance of the circular economy conversation and believe that steel is the best
positioned material for this way of thinking/operating on account of the fact that we are 100% recyclable.
This is included with the ten outcomes in outcome number four, where we are working closely with R&D to
advance capabilities in modelling the impacts of products, environmental product labelling and research to
improve recovery rates.
At present, we don’t have SMART targets and we cannot promise that we will have such targets next year.
But we acknowledge the relevance of circular economic thinking and believe we have an important role to
play.
5
Question:
What does this whistleblowing system entail? Why doesn't this system cover every operation of
ArcelorMittal?
Answer:
On whistleblowing, it is important to understand that we have two processes.
One is global and covers all sites and can be accessed by external parties. It ensures compliance with the
Sarbanes Oxley act. The purpose of the Whistle-blower Process is to identify any serious concerns with
regard to irregularities in accounting, auditing or banking matters or bribery at the earliest possible
moment. These whistle-blower lines are operated by an independent external company and provide local
language support. All complaints are shared with the Internal Assurance and Legal departments for
required investigation. See our policy online:http://corporate.arcelormittal.com/investors/corporategovernance/whistleblower.
We need to have and do have 100% whistle-blower cover now.
The local whistle-blower lines are in place to ensure greater visibility and easier access. They are more an
‘add on’.
With regards to the local whistle-blower lines, this is a continuing process – as example we will implement
a line win Venezuela this year
Question:
The Sustainability Report 2014 (p.114) mentions that ArcelorMittal did not conduct in country human rights
assessments in 2014. What is the reason behind this? Is ArcelorMittal planning to conduct such
assessments in 2015? If not, why not?
Answer:
Our main objective here is to ensure that we drive performance. Human rights assessments were not
done last year but we have budgeted to undertake two of these this year. The way we have been
developing the ten outcomes looks at all of our business rather than a deep dive into one section. Our
attention focus was on the new wider approach – the ten outcomes have human rights embedded
throughout.
While our company’s response to the Ebola crisis took a lot of manpower, we did appoint a head of
security for mining, which will enable us to further drive forward our commitment to the Voluntary
Principles for Security and Human Rights. Human rights considerations are also integrated into security
threat and risk assessments and we continue to work closely with other departments such as internal audit
to develop our comprehensive approach to human rights.
Question:
Why did it take you 10 years to hand over an environmental risk assessment prepared by your South
African subsidiary to NGOs and other interested parties? Why were you not transparent?
6
Answer:
There were issues with the quality of this environmental risk assessment and the report became the
subject of litigation in South Africa. As the matter was ‘sub judice’ we were not free to share this
information before this matter was concluded.
Question:
Goodwill/Impartment?
Answer:
At December 31, 2014, the total goodwill for the mining operations was $868 million. This goodwill relates
to both iron ore and coal operations. As a result, any assessment of impairment combines the future cash
flow projections of both iron ore and coal.
There is not a single break even market price applicable for mining. The cost and revenue structure differs
from mine to mine (type of products, ore grade, geographic location, labour cost, freight, etc). The long
term price assumptions have further decreased since the beginning of the year but on the other hand
there also mitigating impacts for the adverse consequences on the impairment test either on a
macroeconomic basis (decrease in freight and fuel prices) or specific to ArcelorMittal (we announced
during the presentation of our 4th quarter results last February a global cost reduction of 10% in average
as well as a 5% increase in volumes in 2015). The Company will continue to monitor closely all
parameters related to the impairment test over the next months.
7